SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1993
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-16572
Avondale Industries, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 39-1097012
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5100 River Road, Avondale, Louisiana 70094
(Address of principal executive offices) (Zip Code)
(504) 436-2121
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K report or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-
affiliates (affiliates being directors, executive officers and holders
of more than 5% of the Company's common stock) of the Registrant at
March 25, 1994 was approximately $36,330,180.
The number of shares of the Registrant's common stock, $1.00
par value per share, outstanding at March 25, 1994 was 14,464,175.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 1994 Annual
Meeting have been incorporated by reference into Part II and III of this
Form 10-K.
<PAGE>
PART I
Item 1. Business.
Overview
Avondale Industries, Inc. ("Avondale" or the "Company") has been a
major participant in the military and commercial shipbuilding business in the
U.S. since the 1950s. The Company has built approximately 200 ocean-going
vessels for a wide variety of military and commercial uses, including tankers,
LASH (lighter aboard ship) vessels, dredges, Coast Guard cutters and U.S.
Navy surface combatant, fleet support and amphibious assault vessels, and a
much larger number of smaller craft. Avondale has built approximately 80
ships for the U.S. Navy and U.S. Coast Guard, with its largest single contract
involving the construction of 27 destroyer escorts that was completed in 1974.
Since the 1970s, when foreign shipyards began to dominate commercial
shipbuilding, almost all of the Company's shipbuilding activity has been for
the U.S. Navy.
During the early part of this decade, the Company's business was
adversely affected by, among other things, a significant decline in the annual
shipbuilding budgets of the U.S. Navy. During the 1980s, the annual
shipbuilding budget of the U.S. Navy was $12 - $14 billion, as compared to a
$6 - $8 billion annual budget projected for the 1990s. By the end of 1992, the
Navy had revised the estimate of its fleet to 435 vessels and indications from
the Clinton Administration are that the fleet could be reduced to
approximately 340 vessels over the next several years.
Notwithstanding the overall sharp reduction in construction programs
for the U.S. Navy, during 1993 the Company was successful in securing three
significant U.S. Navy vessel construction awards that increased its shipbuilding
backlog at December 31, 1993 to approximately $1.3 billion. Of these, the
most significant was an award of a contract for the construction of one
Strategic Sealift vessel, with options for the construction of five additional
vessels. The Strategic Sealift vessels, which are designed to assist in the
rapid transportation and deployment of military personnel, equipment and
supplies, are comparable to other vessels, such as auxiliary and amphibious
support ships, that have been constructed previously by the Company. The first
Strategic Sealift vessel will be built under a contract for $262 million, and,
assuming that all options for the Sealift vessels are exercised by the U.S.
Navy, the total contract amount would increase to approximately $1.3 billion.
The first Sealift vessel is scheduled for delivery in 1997 with the final vessel
scheduled for delivery in 2001. Assuming the exercise of the five options for
Strategic Sealift vessels, the backlog at December 31, 1993 would be
approximately $2.3 billion.
In addition to the Sealift award, in July 1993, the Company was
awarded a $232.5 million contract for the construction of an icebreaker vessel
for the U.S. Coast Guard. This vessel is scheduled for delivery in 1997. Also,
in October 1993, the Company was awarded a contract to build one LSD-CV
at a contract price of $257.5 million. After consideration of certain
additional components and cost escalation, these contracts are expected to total
more than $250 and $275 million, respectively. The award brings the total
number of LSD-CV ships under construction by the Company to four.
Considering the sharp decline in projected fleet size and Navy
shipbuilding expenditures, competition among U.S. shipyards for available
vessel construction, conversion and repair work will continue to be intense.
During the past several years, the Navy has publicly stated that, in view of the
projected decline in the level of its shipbuilding activity, it is quite
possible that not all of the current United States shipyards will survive unless
one or more of them is able to compete effectively in the commercial
shipbuilding market. Nevertheless, management of the Company believes that the
recent contract awards and the Company's current backlog, as well as the
Company's long-term experience in constructing the types and classes of vessels
likely to be ordered by the U.S. Navy in the foreseeable future, are positive
developments that will allow the Company to remain an effective competitor
for the U.S. Navy work that will be available.
In this regard, in early 1994 Avondale was one of five U.S. shipyards
awarded a contract by the U.S. Navy to undertake preliminary design studies
for the proposed LPD amphibious vessel construction program. It is
anticipated that the LPD program will be a multi-ship program with the first
contract awarded in 1996. It is projected that the per vessel contract price
for the LPD vessels will be between $500-$700 million, with one or more
contracts to build up to 12 vessels being awarded. Based on Avondale's
recent successes in securing the Sealift and other U.S. Navy awards, in large
part because it was the most cost-effective, competitive bidder, as well as
Avondale's demonstrated experience in the construction of vessels comparable
to the LPD, management believes that the Company is well-positioned to be
a successful bidder for such work as it is awarded.
The international demand for large commercial ships is expected to
increase during the 1990's, presenting possible construction opportunities for
Avondale. However, Avondale will continue to be at a competitive
disadvantage to foreign shipyards, in large measure because of governmental
shipbuilding subsidies available to foreign shipyards that are not available in
the U.S. Several legislative initiatives have been introduced in Congress
aimed at limiting access to U.S. ports or assessing fees on ships which
received the benefit of foreign subsidies. Unless the demand for commercial
ships strains the aggregate construction capacity of Avondale's international
competitors, or the current legislative initiatives result in the reduction or
elimination of these foreign subsidies, it will be extremely difficult for
Avondale to compete effectively for available international commercial
shipbuilding work.
The Oil Pollution Act of 1990 ("OPA'90"), which requires the phased-in
transition to double-hull oil tankers and product carriers beginning January
1, 1995, has created commercial shipbuilding opportunities for Avondale. By
virtue of OPA'90, there is a demand (which is expected to continue through
the remainder of the decade) for the retro-fitting of existing tankers, as well
as the construction of new double-hulled tankers, as oil and energy companies
and other ship operators upgrade their fleets to comply with the law. In
addition, the Jones Act requires all vessels transporting oil or other products
between U.S. ports to be constructed by U.S. shipyards. Avondale, which is
the only domestic shipyard currently constructing double-hull ships, is well-
positioned to bid successfully for the OPA'90 work as it becomes available.
The Company is currently under consideration for a contract with a major
domestic oil company to construct up to four 40,000 DWT product carrier
vessels that would be built in response to OPA'90. A final decision on this
contract award has not been made nor is there any estimate of the timing of
the decision. The Company has also received expressions of interest from
several other ship owners seeking to retro-fit their vessels to comply with
OPA'90 requirements.
Other marketing opportunities may develop as a result of the Jones
Act, which requires the construction in a U.S. shipyard of any vessel that will
transport cargo between U.S. ports. The four vessels discussed above are
subject to these requirements. Additionally, the Company has submitted a bid
for the construction of four forebodies (the cargo carrying portion of the
vessel body) for bulk carriers, a contract which is expected to be awarded to
a U.S. shipyard in mid-1994. The Company has sufficient capacity to
construct commercial vessels that may be awarded.
Shipbuilding, Conversion and Repair
General. The Company's Shipyards Division is engaged in the design,
construction, repair and modernization of various types of military and
commercial vessels.
The main shipyard facility, which is located on the Mississippi River
near New Orleans, includes multiple building ways, side launching facilities,
a 900-foot floating dry dock/launch platform that permits construction of
vessels up to 1,000 feet in length, and a 650-foot floating dry dock principally
used for ship repair. The shipyard is equipped to build virtually any type of
vessel other than submarines and surface vessels of the largest classes, such
as aircraft carriers and ultra-large crude carriers.
The Shipyards Division's business has been and continues to be
materially dependent on the U.S. Navy's ship construction, repair and
conversion programs. The following table sets forth the distribution of marine
construction and repair activities during the last five years based on contract
billings.
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
U.S. MILITARY:
New construction 88% 87% 72% 66% 76%
Repair, overhaul and
conversion 2% 6% 13% 12% 9%
COMMERCIAL:
New construction 6% 2% 10% 18% 11%
Repair, overhaul and
conversion 4% 5% 5% 4% 4%
____ ____ ____ ____ ____
TOTAL 100% 100% 100% 100% 100%
==== ==== ==== ==== ====
</TABLE>
The increase in commercial new construction in 1990 was due primarily
to substantial progress on a contract to construct an 800-bed floating
detention facility which was completed and delivered in January 1992. With
the completion of the floating detention facility, the percentage of commercial
new construction declined in 1992. The increase in commercial construction
from 1992 to 1993 was due primarily to the Company's construction of two
paddlewheel gaming vessels scheduled for delivery in mid-1994. However,
unless the Company is successful in securing contracts to construct the
commercial oil tankers previously discussed, it is expected that the level of
commercial construction will remain at a low level for the foreseeable future.
See "Other Operations - Modular Construction" below. The decline in Navy
repair, overhaul and conversion in 1993 as compared to 1992 was due to the
completion of a conversion contract during 1992 and the general decline in
Navy operation and maintenance expenditures in the last several years.
Most U.S. Navy ship construction, repair and conversion contracts are
subject to strict competitive bidding requirements. There is substantial
over-capacity at U.S. shipyards and, as discussed above under the heading
"Overview," it is likely that the level of U.S. Navy shipbuilding activity will
decrease for the foreseeable future. In addition, in view of the apparent
efforts of the federal government to continue to reduce the level of military
expenditures, there can be no assurance that the shipbuilding and conversion
programs currently in progress will be continued or that those planned by the
U.S. Navy will be implemented.
At December 31, 1993, essentially all of the Company's $1.3 billion
($2.3 billion with options) backlog was attributable to new ship construction
for the U.S. Navy.
Government Contracting. Avondale's principal U.S. government
business is currently being performed under fixed-price and fixed-price
incentive contracts, both of which generally provide for escalation of costs
based on published indices relating to the shipbuilding industry. Under
fixed-price contracts, the contractor retains all cost savings on completed
contracts but is also responsible for the full amount of all cost overruns.
Fixed-price incentive contracts, on the other hand, provide for sharing
between the government and the contractor of cost savings and cost overruns
based primarily on a specified formula that compares the contract target cost
with actual cost. Although all cost savings are shared under fixed-price
incentive contracts, cost overruns in excess of a specified amount must be
borne entirely by the contractor. Recent contract awards for the Strategic
Sealift vessel, LSD-CV and the Icebreaker are each fixed-price incentive
contracts.
Under government regulations, certain costs, including certain
financing costs, portions of research and development costs and certain
marketing expenses, are not allowable costs under fixed-price incentive
contracts. The government also regulates the methods by which overhead
costs are allocated to government contracts.
U.S. government contracts are subject to termination by the
government either for its convenience or upon default by the contractor. If
the termination is for the government's convenience, contracts provide for
payment upon termination for items delivered to and accepted by the
government, payment of the contractor's costs incurred plus the costs of
settling and paying claims by terminated subcontractors, other settlement
expenses and a reasonable profit. However, if a contract termination results
from the contractor's default, the contractor is paid such amount as may be
agreed upon for completed and partially-completed products and services
accepted by the government, the government is not liable for the contractor's
costs with respect to unaccepted items and is entitled to repayment of advance
payments and progress payments, if any, related to the terminated portions of
the contract and the contractor may be liable for excess costs incurred by the
government in procuring undelivered items from another source.
The continuation of any U.S. Navy shipbuilding program is dependent
upon the continuing availability of Congressional appropriations for that
program. It is customary for the U.S. Navy to award contracts to build one
or more vessels of a program to a contractor together with options
(exercisable by the U.S. Navy) to purchase additional vessels in the program.
Generally, contracts to build vessels are not awarded until funds to pay the
full contract have been appropriated. However, because Congress usually
appropriates funds on a fiscal year basis, funds may never be appropriated to
permit the U.S. Navy to exercise options that have been awarded. In
addition, even if funds are appropriated, the U.S. Navy is not required to
exercise the options.
Because its U.S. Navy contracts require the Company to have access
to classified information, Avondale must maintain a security clearance for its
facility. Among other things, facilities with such clearances must restrict the
access of non-U.S. citizens to classified information. If in the future the
percentage of foreign ownership is increased to a level that could result in
foreign dominance or control of its activities, Avondale would be required to
implement additional measures to insure that classified material would not be
compromised or risk the loss of its security clearance.
Due to the complexity of government contracts and applicable
regulations, contract disputes with the government occur in the ordinary
course of the Company's business. Based upon management's analysis of each
such dispute and advice of counsel, the Company records, if appropriate, an
estimate of the amount recoverable upon resolution of such disputes.
Although management believes its estimates are based upon a reasonable
analysis of such disputes, no assurance can be given that its estimates will be
accurate and variances between such estimates and actual results can be
material. The Company believes that adequate provision has been made in
its financial statements for these and other normal uncertainties incident to
its government business.
There is significant oversight of defense contractors to prevent waste
in the defense procurement process. Areas of contract dispute are reviewed
by the government for evidence of criminal misconduct such as mischarging,
product substitution and false certification of pricing and other data. In the
event the government alleges a violation of its procurement regulations, it may
seek compensatory, treble or punitive damages in substantial amounts and
indictments, fines, penalties and forfeitures. Indictment can result in
suspension or debarment of the contractor from government contracting for
a period of time.
Vessel Deliveries and Backlog. At December 31, 1993, the Company's
Shipyards Division had a firm contract backlog of approximately $1.23 billion
($2.2 billion with options), of which approximately $311 million is expected
to be billed in 1994, compared with backlogs of $450 million and $625 million
at December 31, 1992 and 1991, respectively. The backlog at December 31,
1993 included contracts to build seven T-AO Oilers (of which three had been
delivered by the end of 1993); four LSD-CV (cargo variant) vessels, with the
most recent vessel contract being awarded in 1993; one WAGB-20 Polar
Icebreaker and one T-AKR 300 Class Sealift Ship, both under contracts
awarded in 1993. Also included in the Shipyards Division backlog at
December 31, 1993 are contracts to construct four MHC-51 Class
Minehunters ("MHC") for the U.S. Navy. While the Company will continue
to fabricate the basic MHC hulls at its Avondale Enterprises, Inc. facility in
Gulfport, Mississippi, the remaining construction and outfitting will be
performed at the Company's main shipyard in order to take advantage of the
yard's efficiencies and skilled labor. All major U.S. Navy contracts in the
backlog, except for the contract to construct three LSD-CVs, contain cost
escalation clauses that are intended to compensate the Company for increases
in wage rates and material costs based on industry indices. The contract to
construct the three LSD-CVs, as originally awarded, contained a cost
escalation clause but as part of the REA settlement (as discussed under
"Management's Discussion and Analysis of Financial Condition and Results
of Operations") the contract was converted to a firm fixed price.
Vessel deliveries in 1993 included one T-AO Oiler, the T-AGS 45
Oceanographic Survey Ship and the repair of one U.S. Navy destroyer. Vessel
deliveries scheduled for 1994 include one T-AO Oiler and one LSD-CV. The
Company plans to actively pursue other Government shipbuilding and repair
opportunities when they become available.
In anticipation of reductions in the U.S. Navy shipbuilding programs,
the Company has been actively pursuing commercial shipbuilding and
industrial fabrication projects (see "Other Operations - Modular Construction"
below). International commercial shipbuilding opportunities are limited
because shipbuilders in foreign countries are often subsidized by their
governments, which allows them to sell their ships for prices below their
construction cost. Domestic shipbuilding opportunities that are not affected
by foreign subsidies offer better possibilities for commercial shipbuilding
opportunities. The OPA'90, which requires the phased-in transition to
double-hull tankers and product carriers effective January 1, 1995, has created
commercial shipbuilding opportunities for Avondale. Because of OPA'90,
there is a demand (which is expected to continue through the remainder of
the decade) for the retro-fitting of existing tankers, or the building of new
double-hulled tankers. In addition, federal law requires construction in a U.S.
Shipyard of any vessel that will transport cargo between U.S. ports.
In connection with the bids and proposals that the Company has
submitted or plans to submit to various commercial and government
customers, no assurance can be given that the vessels will actually be built or
that the Company will be the successful bidder.
Other Operations
Overview. Although the Company has from time to time, on a limited
basis, pursued opportunities to diversify its business, management strongly
believes that the Company's resources are most profitably employed in ship
construction. Although the U.S. Navy's shipbuilding budget has declined from
the levels in the mid-1980s, management believes that opportunities to
participate in substantial shipbuilding programs will continue to exist for
those companies that are the most competitive. The Company's success in keeping
its costs the most competitive in the industry has enabled it to secure backlog
in 1993 as well as position itself for future work that will be available from
the U.S. Navy. Additionally, as noted below, in order to re-focus on its core
shipbuilding business and improve liquidity, the Company has sold, and is
exploring other possible sales of, certain of its non-core business assets. Any
such sales will only be made in an amount that is not less than management's
estimation of the fair value of the assets.
The Company will continue to evaluate suitable diversification
opportunities, principally those that would not detract from Avondale's core
business and that would utilize the Company's existing facilities. Among
possible diversification opportunities are: (i) the construction of large
industrial facilities utilizing modular shipbuilding expertise and project
management experience; (ii) the repair and overhaul of U.S. Navy and
commercial vessels; (iii) the boatbuilding and small vessel construction
market; and (iv) steel fabrication, service contracting and other operations.
Modular Construction. The Company is able to apply its modular
construction methods to a variety of non-marine industrial fabrication
projects. In the past, the Company has fabricated a sulphur re
shipped to Saudi Arabia for on-site assembly and installation, constructed two
cryogenic gas separation systems, two waste disposal units, six turbine
compressors and turbine generators, six condenser modules for inclusion in
a nuclear power plant and two sled and receiver modules for sub-sea pipeline
connections, fabricated steel bridges and constructed a hydroelectric plant that
was floated up the Mississippi River and installed in Vidalia, Louisiana in
1990. In January 1992, the Company delivered to the City of New York an
800-bed floating detention facility that is 625 feet long, 125 feet wide, and
five stories high. The facility is a fully self-contained adult detention
institution with 700 beds in 50-man dormitories and 100 single cells.
In January 1993, the Company announced its agreement to participate
with Westinghouse Electric Corporation in a long-term development project
involving first-of-a-kind engineering of Westinghouse's AP600 advanced
nuclear reactor. This reactor has been selected by the Advanced Reactor
Corporation, a group of 16 major U.S. utilities formed to support development
of new designs, to lead the revival of U.S. nuclear plant construction in the
1990s. The Company's role in first-of-a-kind engineering of the AP600 will
be to design modules of the plant which can be pre-fabricated at offsite
facilities, such as the Company's, and shipped by rail or truck to the
construction site. Westinghouse has projected that, if the Company's modular
construction techniques prove to be adaptable to nuclear plant construction,
it will achieve significant savings in construction time and costs, thus
ultimately making the cost of nuclear power competitive with other power
generation alternatives.
To support its pursuit of non-shipbuilding marine construction
projects, in October 1992 the Company signed a letter of understanding
pertaining to the development of a joint venture with a privately-owned full
service engineering-procurement-construction company serving the chemical,
petrochemical, industrial, refinery and oil and gas industries. The venture's
objective is to secure international oil and gas/marine construction contracts.
In 1993, the Company and its joint venture partner have collaborated on
several projects.
At present, there is a minimal level of production activity in the
Modular Construction Division of the Company. The division has not added
any significant projects to its backlog since the floating detention center was
awarded in May 1989. Nevertheless, the Company continues to actively pursue
non-shipbuilding marine and industrial - commercial projects suitable for
modular construction. Modular Construction Division backlog included in the
backlog of the Company's Shipyards Division and Service Foundry operations
at December 31, 1993 was approximately $575,000 as compared to $600,000
and $5 million at December 31, 1992 and 1991, respectively.
Repair Operations. Through its Algiers Yard, Avondale is engaged in
the repair, overhaul and conversion of U.S. Navy vessels. The Algiers yard
is operated under a long-term lease and is designed primarily for the repair
and overhaul of large ocean-going vessels. Due to the anticipated significant
reductions in the number of U.S. Navy ships discussed above under the
heading "Business - Overview," the Company believes that U.S. Navy repair
opportunities will decline and, as a consequence, the Company will face more
competition for available U.S. Navy repair business. The Algiers yard is
currently engaged in topside commercial repair activity and will also be
utilized to lay-berth two Military Sealift Command ships for a five-year period
beginning in July 1994.
In March 1993, the Company sold its Harvey Quick Repair operation.
Sales to unrelated parties by the Harvey Quick Repair operation were
approximately $2 million in 1993 and $14 million in 1992.
Small Vessel Construction. The Company pursues available
opportunities for the construction of relatively small, special purpose military
vessels, commercial fishing boats, dredges, barges, ferries and other special
purpose vessels such as gaming vessels.
Boat Division. The Company has a facility equipped for boat
construction at its Westwego, Louisiana yard that is capable of building vessels
up to 450 feet in length. In 1993, the Boat Division delivered one 168-foot
inland river tow boat and currently has under construction two 19th century-
style paddlewheel gaming vessels. These two vessels, 266 and 210 feet in
length, are scheduled for delivery in mid-1994. In early January 1994, the
Boat Division signed another contract for $28 million to construct a 350-foot
gaming vessel. Upon finalizing the contract, construction will commence
during 1994 with delivery anticipated in late 1995. The Boat Division is
actively pursuing other projects involving the construction of additional
gaming boats as well as passenger vessels and ferries, towboats and other
vessels. The Boat Division's backlog at December 31, 1993 was approximately
$13 million, as compared to approximately $2 million at both December 31,
1992 and 1991.
Avondale Gulfport Marine, Inc. Since its purchase by the Company in
1988, Avondale Gulfport Marine, Inc. ("AGM") has completed contracts with
the U.S. Navy to build a total of 15 landing craft air cushion ("LCAC") vessels,
with delivery of the final LCAC vessel in 1993.
AGM is located on a 24.5 acre site on an industrial seaway six miles
northeast of Gulfport, Mississippi. AGM had a backlog at December 31, 1993
of approximately $3 million, which relates to the delivery of spare parts and
technical manuals, all of which is expected to be billed during 1994, as
compared to backlogs of approximately $14 and $31 million at December 31,
1992 and 1991, respectively. The Company is exploring opportunities for the
facility but has listed the facility for sale and has written down the AGM
assets to their estimated net realizable value at December 31, 1993.
Avondale Enterprises, Inc. Avondale Enterprises, Inc. ("AEI"), a
wholly-owned subsidiary of the Company, operates a facility in Gulfport,
Mississippi that was acquired in 1989 for the purpose of constructing MHC-51
Class Minehunters ("MHC") for the U.S. Navy. Avondale was awarded contracts
to build four MHCs, and the U.S. Navy has no current plans to build
additional MHCs. As noted above under "Vessel Deliveries and Backlog,"
AEI will continue to fabricate the basic hulls for the MHCs, with all other
construction and outfitting to be completed at the Company's main shipyard.
The MHC backlog, which is included in the backlog of the main shipyard, was
approximately $200 million at December 31, 1993. The Company anticipates
delivery of the first MHC in March 1995 with the final vessel projected for
delivery in 1996. After completion of the fabrication of the basic hulls at the
facility in Gulfport, Mississippi, it is anticipated that the Company will
utilize the site for the performance of other contracts.
Steel Operations, Service Contracting and Other Operations. Through
its Steel Sales operation, Avondale sells steel plate and shapes to the marine
and industrial markets of the southeastern and southwestern United States. Net
sales to other Avondale divisions are not significant. Sales to unrelated
parties were approximately $19 million in 1993 as compared to $18 million
and $21 million at December 31, 1992 and 1991, respectively.
The Service Foundry operation, which has been operating since 1929,
consists of a bronze and steel foundry specializing in mid-sized castings, a
complete machine shop with steel fabricating facilities and a pattern shop.
The foundry's sales to the other divisions vary widely, being approximately 3%
of its annual volume in 1993 and about 14% and 21% of its annual volume
in 1992 and 1991, respectively. Sales to unrelated parties were approximately
$13 million in 1993 as compared to $11 million and $14 million at December
31, 1992 and 1991, respectively. The foundry's backlog was approximately
$3.1 million at December 31, 1993, all of which is expected to be billed in
1994, as compared to backlogs of $6.7 and $5.3 million at December 31, 1992
and 1991, respectively.
The Genco Industries Group ("Genco") is a Texas-based company that
fabricates and installs large steel structures and process units for various
industries. The main facility is located on an 8.7 acre site in Bridge City,
Texas, approximately 20 miles southeast of Beaumont, Texas. Sales to
unrelated parties were approximately $21 million in 1993 as compared to
$24.8 and $17.9 million at December 31, 1992 and 1991, respectively. Genco's
backlog was approximately $1.4 million at December 31, 1993, all of which is
expected to be billed during 1994, as compared to backlogs of approximately
$9 and $7 million at December 31, 1992 and 1991, respectively.
Avondale Technical Services ("ATS") has been actively engaged in seeking
contracts to provide operations and maintenance services to government and
commercial operations. The Company has broadened the market penetration
for the division into municipal transportation operations, resulting in two
contract awards, one each in 1991 and 1992, for a total of approximately $73
million including options. Sales to unrelated parties by ATS and its
subsidiary, Crawford Technical Services ("CTS"), were approximately $14
million in 1993 as compared to $15.6 million and $7.8 million at December
31, 1992 and 1991, respectively. At December 31, 1993, ATS had a backlog
of approximately $29 million, of which approximately $10 million is expected
to be billed during 1994, as compared to backlogs of $42 and $44 million at
December 31, 1992 and 1991, respectively.
Except for certain contracts at ATS, contracts for the Service Foundry,
Genco and ATS operations are short-term in nature.
Competition
The domestic shipbuilding industry is intensely competitive. The
Company competes with a number of other large shipyards, some of which
have substantially greater financial resources than the Company. The
Company also competes with government-operated shipyards for government
repair business. Because of overcapacity at U.S. shipyards, the small volume
of commercial work available, and the fact that most contracts are awarded
on the basis of competitive bidding, price competition is particularly intense.
Intense competition also exists in each of the other businesses in which the
Company is engaged. The Company has been successful recently in securing
competitively bid contracts, in large part because the Company submitted the
most cost-effective bids for the available contracts, and management believes
it will continue to have a competitive edge in bidding for suitable U.S. Navy
and commercial shipbuilding contracts in the future. However, no assurance
can be given that the Company will be the successful bidder on any future
contracts or that, if successful, it will realize profits on such contracts.
For additional information regarding factors that affect the Company's
competitiveness, see "Business - Overview" above.
Marketing
The Company's marketing effort is decentralized and conducted
separately by each division. Generally, the Company and its competitors are
all aware of the shipbuilding, repair and conversion plans of the U.S. Navy
and most prospective commercial customers, and are invited to bid on all
major projects.
The Company's boatbuilding operations are marketed by the sales and
business development personnel of the appropriate divisions primarily through
direct, personal sales calls. The services of the Steel Sales, Service Foundry
and Genco Industries operations are marketed through industry advertising,
personal sales calls and prior business relationships.
ATS and its CTS subsidiary market their services through memberships
in and contacts within contract services and transit industry associations,
professional contacts and advertising in trade publications.
Materials and Supplies
The principal materials used by Avondale in its shipbuilding,
conversion and repair business are standard steel shapes, steel plate and
paint. Other materials used in large quantities include aluminum, copper-
nickel and steel pipe, electrical cable and fittings. The Company also
purchases component parts such as propulsion systems, boilers, generators and
other equipment. All of these materials and parts are currently available in
adequate supply from domestic and foreign sources.
In connection with its government contracts, the Company is required
to procure certain materials and component parts from supply sources
approved by the U.S. Government. Although certain components and
sub-assemblies are manufactured by subcontractors, the Company's reliance
on subcontractors has been and is expected by management to continue to be
limited. The Company is not dependent upon any one supply source and
believes that its supply sources are adequate to meet its future needs.
Insurance
The Company maintains insurance against property damage caused by
fire, explosion and similar catastrophic events that may result in physical
damage or destruction to the Company's premises and properties. The
Company also maintains general liability insurance in amounts it deems
appropriate for its business. The Company is self-insured for workers'
compensation liability except for losses in excess of $1 million per occurrence,
in which case the Company maintains insurance in an amount it deems
appropriate for its business.
Environmental and Safety Matters
General. Avondale is subject to federal, state and local environmental
laws and regulations that impose limitations on the discharge of pollutants
into the environment and establish standards for the treatment, storage and
disposal of toxic and hazardous wastes. The Company incurred expenses for
environmental, health and safety compliance of approximately $3 million
during 1993 and $3 million in 1992. See also "Item 3. Legal Proceedings -
Environmental Proceedings."
The Company is also subject to the federal Occupational Safety and
Health Act ("OSHA") and similar state statutes. The Company has an
extensive health and safety program and employs a staff of safety inspectors
and industrial hygiene technicians, whose primary functions are to develop
Company policies that meet or exceed the safety standards set by OSHA, train
supervisors and make daily inspections of safety procedures to insure their
compliance with Company policies on safety and industrial hygiene. All
supervisors are required to attend safety training meetings at which the
importance of full compliance with safety procedures is emphasized. The
Company believes that it meets or exceeds all OSHA requirements and that
its operations do not expose its employees to unusual health hazards.
Waste Disposal. Avondale's operations produce a limited amount of
industrial waste products and certain hazardous materials. The Company's
industrial waste products, which consist principally of residual petroleum,
other combustibles and blasting abrasives, are shipped to third party disposal
sites that are licensed to handle such materials.
Employees
Since September 1985, when all of its outstanding common stock was
purchased by the ESOP from Ogden, Avondale has been owned principally
by its current and former employees. At December 31, 1993, Avondale had
approximately 6,700 employees, many of whom have been employed by the
Company for many years. On June 25, 1993 an election was conducted to
determine whether certain of the main shipyard's employees desired to have
union representation. A total of 3,914 workers cast votes, of which
approximately 847 votes were challenged. A simple majority of those votes
which were not challenged was in favor of the union. The National Labor
Relations Board is in the process of reviewing the challenged votes and
determining the final outcome of the election. Except for approximately 50
employees of the Service Foundry operation, approximately 300 employees
who perform certain services for CTS and approximately 20 employees of a
subsidiary of Genco Industries, Inc., Avondale's employees are not covered by
a collective bargaining agreement. Management believes that its relationship
with its employees is satisfactory.
Item 2. Properties.
The Company's corporate headquarters and main shipyard are located
on the west bank of the Mississippi River at Avondale, Louisiana,
approximately 15 miles from downtown New Orleans. That facility includes
approximately 226 acres of Company-owned land and 132 buildings enclosing
approximately 1.4 million square feet of space, approximately 31 acres of
leased land and several leased buildings enclosing approximately 150,000
square feet of space, a 900-foot floating dry dock/launch platform that permits
construction, conversion or repair of vessels up to approximately 1,000 feet in
length, a 650-foot floating dry dock principally used for ship repair and
multiple building ways and side launching facilities. The main shipyard
includes approximately 6,500 feet of wharves, 1,200 feet of launch ways and
2,900 feet of unimproved waterfront along the Mississippi River. The
Company's shipyard facilities have the capacity to build virtually any type of
vessel other than submarines and surface vessels of the largest classes, such
as aircraft carriers and ultra-large crude carriers.
The Company's 900-foot floating drydock was constructed in 1975 and
financed pursuant to Title XI of the Merchant Marine Act, 1936. The 900
foot drydock is currently subject to a Title XI mortgage of approximately $5
million.
The Company's 650-foot floating drydock and support facilities were
constructed in 1982 and financed with $36.25 million of industrial revenue
bonds. Beginning June 1, 1993 and on each June 1 thereafter through
maturity at June 1, 2002, these bonds may be put by any bondholder for
redemption. In addition, the bonds are supported by a letter of credit issued
by Chemical Bank. This letter of credit expires on June 16, 1994 unless
extended by the Company, and the Company has decided not to seek an
extension. The Company is currently actively pursuing a refunding of the
outstanding bonds through a new tax-exempt bond issuance which could
extend the maturity date (see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources").
The Company also operates several other facilities in the vicinity of
the main shipyard. The Westwego Yard is located five miles down-river from the
main shipyard on 16.6 acres of leased land and includes facilities for the
construction or repair of boats and vessels up to 450 feet in length. The
Algiers Yard is located 19 miles down-river from the main shipyard on 22
acres of leased land and includes construction facilities used predominantly
for the repair and overhaul of large ocean-going vessels. The Steel Sales
operation is located on 4.4 acres of property leased on a month-to-month
basis in Harvey, Louisiana, where a steel warehouse is located. The location
has direct access to the Mississippi River via the Harvey Canal. The Service
Foundry operation, located in an approximately 300,000 square foot facility
on a 78-acre Company-owned site a few miles up-river from the main
shipyard, consists of a bronze and steel foundry, a complete machine shop
with steel fabricating facilities and a pattern shop for the production of
patterns used in the foundry.
The Avondale Gulfport Marine, Inc. ("AGM") facility is located on 24.5
acres of Company-owned land located six miles northeast of Gulfport,
Mississippi on an industrial seaway. The site has a 98,800 square foot
manufacturing facility and a 25,000 square foot assembly building. The site
also includes a test area, a craft storage area and a waterway access ramp.
As noted above, this facility has been listed for sale.
The Avondale Enterprises, Inc. ("AEI") facility is located on a
Company-owned 121.5 acre site four miles north northeast of Gulfport,
Mississippi on the same industrial seaway as AGM. The facility includes a
263,447 square foot manufacturing facility and a 6,300 square foot
administration building. This facility was acquired in 1989 for construction of
the U.S. Navy's MHC-51 Class of Coastal Minehunter. AEI has pledged a
portion of the facility to secure a $3 million loan it entered into in 1991 to
finance a portion of its 1989 acquisition debt.
The main facility operated by the Genco Industries Group ("Genco") is
located on a Company-owned 8.7 acre site 20 miles southeast of Beaumont,
Texas. The facility includes five buildings utilized for manufacturing and
administration comprising approximately 66,800 square feet. Genco has a
smaller facility that is located on a Company-owned 3.2 acre site
approximately 80 miles northwest of Beaumont. This facility consists of three
manufacturing-administration buildings totaling approximately 26,500 square
feet.
Avondale Technical Services, Inc. ("ATS") leases a 8,300 square foot
site in Metairie, Louisiana, including a 4,300 square foot administrative
office. ATS' wholly-owned subsidiary, Crawford Technical Services, Inc.,
leases warehouse and other space on an as-needed basis.
Except as otherwise noted above, all of the above-described facility leases
are for terms extending through at least 1998, including renewal options.
The Company believes that its core marine construction and repair
facilities provide it with sufficient capacity to handle any business it
reasonably expects to obtain in the foreseeable future. In general, the
Company's productive capacity is limited less by physical facilities than by
the number of employees the Company can effectively supervise. Management
believes that the Company would be operating at full capacity with
approximately 10,000 employees. The Company's core business currently
operates with more than 5,500 employees.
Item 3. Legal Proceedings.
Environmental Proceedings. Various governmental and private parties
have from time to time alleged that the Company is a potentially responsible
party with respect to certain hazardous waste sites, including, among others,
the sites listed below.
Combustion, Inc. Site. In January 1986, the Louisiana Department of
Environmental Quality advised the Company that it may be a responsible
party with respect to an oil reclamation site operated by Combustion, Inc., an
unaffiliated company, in Walker, Louisiana. The Company sold to
Combustion, Inc. a substantial portion of the waste oil that Combustion, Inc.
processed during the period 1978 through 1982. The Company's potential
liability, if any, for cleanup of this site will be based on the Comprehensive
Environmental Response, Compensation and Liability Act of 1980
("CERCLA") or the Louisiana Environmental Affairs Act. Under these
statutes, such liability is presumptively joint and several, but is typically
apportioned among the responsible parties based on the volume of material
sent by each to the waste site. The Company has cooperated with other
potentially responsible parties to study the potential aggregate liability under
these statutes. Moreover, the Company believes it has substantial defenses
against liability and defenses that could mitigate the portion of liability, if
any, that would otherwise be attributable to it.
To date, the Company and certain of the other potentially responsible
parties for the Combustion site have funded the site's remediation under a
preliminary cost-sharing agreement. Pursuant to that agreement, the
Company agreed to contribute up to $3.5 million to the total clean-up costs,
such contributions to be made as clean-up costs were incurred. As of
December 31, 1993 the Company had contributed $2.6 million to the total
clean-up costs, which are expected to approximate $15 million in the
aggregate. Following completion of the remediation, a final determination
will be made as to the proper allocation of the remediation responsibility
among the various parties. The Company's share of the clean-up costs could
be lower, or higher, than the $3.5 million that it will have contributed, but
the Company does not expect its liability to vary materially from this amount.
Since July 1986, a number of "toxic tort" suits have been filed against
the Company and numerous other defendants alleging claims for personal
injury, property damage, and "fear of cancer" in connection with Combustion,
Inc.'s oil reclamation site. The plaintiffs also seek substantial exemplary
damages. Following the consolidation of these cases for the limited purpose
of holding a class certification hearing, in April 1991 the Twenty-First
Judicial District Court, Livingston Parish, Louisiana, certified a class of
plaintiffs consisting of all people residing within 2.5 miles of the site. The
joint defense group, established by the Company and certain other potentially
responsible parties, appealed this certification, but the Louisiana Supreme
Court denied the appeal on October 9, 1992. Following the dismissal of one of
these suits, in December 1991 the plaintiffs filed a supplemental petition
seeking to consolidate the remaining cases, along with the plaintiff class
certified by the trial court. On April 13, 1993, one of the named defendants,
after paying a portion of the clean-up effort, filed a third-party demand
against the other defendants under CERCLA for contribution cost incurred by the
defendant. As a result, the case has been removed to the United States Court
for the Middle District of Louisiana. The plaintiffs have filed a motion to
remand the case to the state court, but a hearing date on this motion has not
been scheduled.
The Company has initiated litigation against its insurer for a
declaration of coverage of the liability, if any, that may arise in connection
with the remediation of the site or the related tort litigation. The court has
ruled that the insurer has the duty to defend the Company, but has not yet
ruled on whether the carrier has a duty to indemnify the Company against
liability.
Dutchtown Site. In July 1988, Avondale was notified by the U.S.
Environmental Protection Agency (the "EPA") that it may be a potentially
responsible party with respect to an oil reclamation site operated by an
unaffiliated company in Dutchtown, Louisiana. The steering committee
established by Avondale and certain other potentially responsible parties is
subject to an administrative order issued by the EPA in August 1989 and a
consent decree entered by the U.S. District Court for the Middle District of
Louisiana in May 1990. These orders provide for, among other things,
expedited site remediation, which was largely completed during 1991. To
date, the steering committee has paid $6.5 million in remediation expenses
and estimates further remediation payments of approximately $1 million.
Based on an allocation made final by vote of the steering committee
Avondale's allocation is 33% of the remediation payments. Avondale has
previously contributed all amounts required under the interim allocations
other than approximately $460,000 for which Avondale has been invoiced.
Avondale's ultimate responsibility for the remediation costs will depend upon
several factors, including the results of litigation instituted in June 1990 by
the steering committee against several other potentially responsible parties and
the availability of recovery from Avondale's insurers. Management believes
that the eventual disposition of these matters will not have a material effect
on the financial condition or results of operations of the Company.
Paint Operation Site. In response to federal and state suits filed
against Fina Oil and Chemical Company and its affiliate ("Fina") by the owner
of a contaminated site located in Harvey, Louisiana, in 1991, Fina filed a
third party demand against several other potentially responsible parties,
including Avondale. The contaminants consist primarily of by-products
associated with a paint manufacturing business located for several decades at
the Harvey, Louisiana site. From 1967 through 1976, Avondale owned this paint
manufacturing business and leased the site from the owner. In 1976,
Avondale sold this business to Fina, which continued to operate the business
and lease the site through December 1991. In February 1994, the Company
and Fina settled Fina's third party demand wherein Fina agreed to dismiss its
claims against Avondale and agreed to defend, indemnify and hold Avondale
harmless against all CERCLA liability excluding contamination associated
with polychlorinated biphenyls ("PCBs"). However, there is no evidence which
supports the existence of PCBs at the site. In exchange, Avondale has agreed
to waive its claim for attorney fees and to provide an affidavit from the site's
owner that attests that at no time during Avondale's operation of the paint
manufacturing business were drums containing toxic wastes buried at the site.
Final execution of the settlement should be completed in the first quarter of
1994.
Other. In addition to the above, the Company is also named as a
defendant in numerous other lawsuits and proceedings arising in the ordinary
course of business, some of which involve substantial damage claims. While
the outcome of these other lawsuits and proceedings against the Company
cannot be predicted with certainty, in the opinion of management, after
review with counsel, the eventual disposition of these matters will not have a
material adverse effect on the financial condition or results of operations of
the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting held on December 7, 1993, the
following matter was submitted to a vote of stockholders:
(a) The election of the following to the Company's Board of
Directors:
Anthony J. Correro, III and Kenneth B. Dupont
The following directors' terms of office as director continued after
the meeting:
Albert L. Bossier, Jr., Kenneth B. Dupont, William A. Harmeyer,
Thomas M. Kitchen and Hugh A. Thompson.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
Since its initial public offering on March 30, 1988, the Company's
common stock has traded on The Nasdaq Stock Market ("NASDAQ") under
the symbol AVDL. The following table sets forth the range of high and low
per share sales prices, as reported by NASDAQ, for the periods indicated.
<TABLE>
<CAPTION>
High Low
<S> <C> <C>
1992
First Quarter $4 1/8 $ 1 7/8
Second Quarter $2 3/4 $ 1 1/4
Third Quarter $2 $ 7/8
Fourth Quarter $2 5/8 $ 7/8
1993
First Quarter $3 1/8 $2 1/8
Second Quarter $4 1/2 $2 7/16
Third Quarter $7 5/8 $4 1/4
Fourth Quarter $7 3/4 $6 1/4
</TABLE>
At March 1, 1994, there were 799 holders of record of the Company's
common stock.
No dividends were paid on the Company's common stock in the three
years ended December 31, 1993. As discussed in Notes 5 and 6 to the
Company's consolidated financial statements, the terms of the Company's
proposed revolving credit agreement include certain limitations on cash
dividends.
<TABLE>
<CAPTION>
Item 6. Selected Consolidated Financial Data.
Years Ended December 31,
______________________________________________________________
1993 1992 1991 1990 1989
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA: (In thousands, except per share data)
Net sales . . . . . . . . . . . . . . . . . . . $471,166 $592,011 $776,725 $752,152 $708,332
Gross profit (loss) . . . . . . . . . . . . . . 30,880 39,177 (29,211) 27,651 69,572
Income (loss) from operations . . . . . . . . . 6 7,546 (121,471) (4,016) 32,095
Net ESOP contribution . . . . . . . . . . . . . --- 8,141 24,000 27,000 29,000
Net income (loss) . . . . . . . . . . . . . . . ( 8,794) ( 11,217) (140,878) (25,833) 1,772
Income (loss) per share of
common stock. . . . . . . . . . . . . . . . . . (0.61) (0.78) (9.76) (1.71) 0.12
Cash dividends per share of
common stock. . . . . . . . . . . . . . . . . . --- --- --- 0.92 0.92
BALANCE SHEET DATA:
Current assets . . . . . . . . . . . . . . . . . . $151,597 $177,075 $199,815 $237,831 $229,808
Current liabilities. . . . . . . . . . . . . . . . 127,032 113,917 127,522 154,776 111,002
Total assets . . . . . . . . . . . . . . . . . . . 302,139 346,196 383,670 491,015 476,804
Long-term debt . . . . . . . . . . . . . . . . . . 43,848 90,469 110,009 61,094 55,813
Total liabilities. . . . . . . . . . . . . . . . . 187,784 223,047 257,528 248,156 213,792
Stockholders' equity . . . . . . . . . . . . . . . 114,355 123,149 126,142 242,859 263,012
____________________
(1) See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Notes to Consolidated
Financial Statements regarding the following:
. Settlement of Requests for Equitable Adjustments in December 1993.
. Revisions of estimated costs to complete contracts in 1991.
. Revision of carrying value of goodwill in 1991.
(2) During 1990, the Company revised its estimated costs to complete
certain contracts which had the effect of decreasing net income for
1990 by approximately $22 million ($1.45 per share).
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The following discussion should be read in conjunction with the Company's
consolidated financial statements and notes thereto included elsewhere in this
Form 10-K.
Overview
During 1992, the Company submitted Requests for Equitable
Adjustments ("REAs") to the U.S. Navy with respect to certain of its
significant shipbuilding contracts. In December 1993, the Company and the
U.S. Navy agreed to settle these REAs for approximately $145 million. The
settlement partially compensated the Company for design changes and other
factors that had led to significant cost overruns on those contracts that were
the subject of the REAs.
In 1991, the Company had provided for losses with respect to the
contracts that were the subject of the REAs, but the amount provided (i) was
net of an estimated minimum probable recovery with respect to the REAs and
(ii) assumed the implementation of certain cost saving measures by the
Company. At December 31, 1992, the amount recorded by the Company as
the estimated minimum probable recovery with respect to the REAs was $91.0
million. Because the Company settled the outstanding REAs for an amount
in excess of the $91.0 million recorded, it was able to avoid the
implementation of more severe cost reduction measures and was able to grant
an across-the-board cost of living wage increase to substantially all of the
Company's employees. Although the REA settlement should enable the
Company to complete the contracts that were the subject of the REAs without
further losses, the allocation of the recovery to individual contracts and the
related timing of the recognition of the revenues from the settlement resulted
in an adjustment of the contracts' profits and losses and the recognition of an
approximate $4.2 million loss during the fourth quarter of 1993. This loss is
anticipated to be offset by projected profits on other contracts that were
subject to the REAs as the Company completes its performance on these jobs.
In December 1993, the Company invoiced approximately $90 million
of the settlement amount, of which it had received approximately $85 million
at March 1, 1994. The balance of the $145 million settlement amount will be
billed over the remaining period of performance under the affected contracts.
The Company's receipt of the $85 million amount has enabled it to retire the
outstanding balances of its revolving credit facilities and the senior notes,
totalling approximately $44 million.
The Company was successful in 1993 in acquiring contract awards
which increased the Company's backlog to $1.3 billion ($2.3 billion with
unexercised options) at December 31, 1993. These awards included a $232.5
million contract to construct a U.S. Coast Guard Icebreaker scheduled for
delivery in 1997, a $257.5 million contract to construct a fourth LSD-CV
scheduled for delivery in 1998 and a $262 million contract for the construction
of one Strategic Sealift vessel to be delivered in 1997 with options for five
additional vessels. The Strategic Sealift vessels are designed to assist in the
rapid transportation and deployment of military personnel, equipment and
supplies and are comparable to support ships like the auxiliary and
amphibious ships that have been constructed previously by the Company. If
all options are exercised by the U.S. Navy, the last vessel would be delivered
in 2001 and would bring the contract amount for all six ships to more than
$1.3 billion. Additionally, the Company received two commercial contracts
for riverboat gaming vessels totalling $23 million which are scheduled for
delivery in mid-1994. Further, in early 1994 the Company was awarded a
third commercial contract to construct a riverboat gaming vessel for $28
million with delivery scheduled for late 1995. The contracts recently added
to the backlog are expected to significantly increase net sales beginning in
late 1994 and 1995.
As noted above, the Company was awarded a contract to build up to
six Strategic Sealift vessels while another shipyard was also awarded a contract
for up to six vessels. Avondale's work on its contract has been progressing
since September 1993. In addition, the Company is under consideration for
a contract for the construction of up to four vessels that are in response to
OPA'90 and has submitted a bid for the construction of four double-hulled
forebodies for a contract which is expected to be awarded to a shipbuilder in
mid-1994, also in response to OPA'90. The Company has also received
expressions of interest from several other ship owners who wish to retro-fit
their vessels to comply with the OPA'90 requirements.
During 1993, the Company delivered the third ship of the seven T-AO
Oilers contract, the T-AGS 45 Oceanographic Survey Ship and completed the
repair of one U.S. Navy destroyer, the USS Truett. Additionally, Avondale
Gulfport Marine, Inc. delivered the final two LCAC vessels relating to
contracts to construct 15 such vessels.
Results of Operations
1993 vs. 1992. The Company had a net loss for the year ended
December 31, 1993 of $8.8 million, or $.61 per share, compared with a net
loss in 1992 of $11.2 million, or $.78 per share. The Company's profitability
in 1993 was affected by several factors, primarily the allocation of the
recovery to individual contracts and the related timing of the recognition of
the revenues associated with the Company's settlement with the U.S. Navy on its
Requests for Equitable Adjustment ("REAs") and other charges and
writedowns, all of which occurred in the fourth quarter of 1993.
Net sales for the year ended December 31, 1993 decreased $120.8
million, or 20.4%, from the same period in 1992. The decrease in net sales
is consistent with a declining level of activity in the Company's shipbuilding
operations, with most of the Company's net sales attributable to shipbuilding
contracts with the U.S. Navy to build seven T-AO Oilers (four of which
remain to be completed), three Landing Ship Docks - Cargo Variant (LSD-
CV) and four MHC-51 Coastal Minehunters (MHC) (all of which remain to
be completed).
Gross profit for the current year decreased by $8.3 million, or 21%,
to $30.9 million compared to $39.2 million in 1992. The decrease in gross
profit partially reflects the impact of recording the effects of the settlement
with the U.S. Navy on the Company's REAs, such settlement occurring in late
December 1993 as discussed in the "Overview". Gross profit was also affected
in the fourth quarter of 1993 by the writedowns of assets currently offered for
sale and retroactive adjustments of insurance costs.
Selling, general and administrative ("SG&A") expenses decreased
approximately $757,000, or 2.4%, for the year ended December 31, 1993, as
compared to 1992. The decrease in SG&A expenses reflects the general
decline in activity. The decreases were partially offset by increases in
professional and other fees associated with the further amendment of the
Company's revolving credit agreements with the Company's banks and the
senior notes. Additionally, increases were noted in bids and estimates, travel
and selling and product development expenses which reflect the Company's
ongoing efforts to secure additional contracts. As noted above, these efforts
yielded contracts which, if all options are exercised, would result in sales in
excess of $1.8 billion.
Interest expense decreased by $1.9 million at December 31, 1993 as
compared to the same period in 1992. The decrease is due primarily to the
reduction in the Company's overall level of debt, which decreased by $28
million at December 31, 1993 as compared to 1992.
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" ("SFAS 106") and Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109"). Implementation of these statements had no material impact on
the Company's financial position or results of operations.
1992 vs. 1991. The Company had a net loss for the year ended
December 31, 1992 of $11.2 million, or $.78 per share, compared with a net
loss in 1991 of $140.9 million, or $9.76 per share. Of the 1992 net loss, $8.1
million was recognized in the first quarter of the year when the remaining
balance of the ESOP Note was retired. Additionally, as discussed below, the
Company recorded non-recurring charges during the fourth quarter of
approximately $4.1 million.
Net sales for the year ended December 31, 1992 decreased $184.7
million, or 23.8%, from the same period in 1991. The decrease in net sales
is consistent with a declining level of activity in the Company's shipbuilding
operations, with most of the Company's net sales attributable to shipbuilding
contracts with the U.S. Navy to build three Landing Ship Docks - Cargo
Variant (LSD-CV), seven T-AO Oilers (T-AO), four MHC-51 Coastal
Minehunters (MHC) and one T-AGS 45 Oceanographic Survey Ship
(T-AGS). These four contracts, all of which are in advanced stages of
completion, constituted a substantial portion of the Company's approximately
$678 million backlog at December 31, 1992. The decrease for the year is net
of an increase in net sales of $14.6 million contributed by the operations of
the Company's subsidiaries Avondale Technical Services, Inc. and Genco
Industries, Inc.
In 1992, the Company was not successful in securing significant new
contracts to restore its backlog to the levels maintained in the late 1980s.
During the past several years the Company's business has been adversely
affected by a significant decline in the annual shipbuilding budgets of the U.S.
Navy, with no major new shipbuilding programs having been initiated during
the past year.
One positive development during 1992 was a modification of the
Company's contract with the U.S. Navy to build seven T-AOs. This contract
modification will increase the overall contract price by approximately $100
million, will require the Company to add double hulls to the final three T-AO
vessels to be built under the contract and will extend the contract
performance into 1996. In addition, in its 1993 appropriations bill for the
Department of Defense, Congress appropriated an additional $613 million for
the Sealift Program, thus increasing the total amount of appropriations for
that program to $2.5 billion. The Company anticipates that the first contracts
for this program will be awarded to one or more shipyards during 1993, with
the competition for such contracts expected to be intense.
During 1992, Avondale Gulfport Marine, Inc. delivered four Landing
Craft Air Cushion vessels, leaving the final two vessels under the contract to
be delivered in 1993. Also, the Company delivered a floating detention
facility, the last Landing Ship Dock (LSD) completing the contract for five
ships, the last two of five Auxiliary Oiler conversions (AOJ) and the first two
ships of the seven T-AO Oilers contract.
Gross profit in the current year increased by $68.4 million to $39.2
million compared to a gross loss of $29.2 million in 1991. Although the
Company realized a substantial improvement in gross profit in 1992 over 1991,
this improvement was principally attributable to significant charges taken by
the Company in 1991. Pending any relief from the U.S. Navy on certain
Requests for Equitable Adjustment (REAs) that the Company has filed with
respect to its contracts to construct three LSD-CVs and seven T-AOs, the
Company is not expected to earn a profit on either of these contracts, which
are two of the most significant contracts of the Company. Thus, any operating
profits earned by the Company for the foreseeable future will be limited to
other shipbuilding contracts and operations of the Company and should
continue to be at minimal levels unless and until a satisfactory resolution can
be achieved with respect to the REAs or the Company successfully secures
additional profitable backlog (see "Overview" above). In the fourth quarter,
the Company wrote down the recorded value of a claim in arbitration, assets
of the Harvey Quick Repair operation sold in the first quarter of 1993 and
real estate currently offered for sale, by a total of approximately $4.1
million.
Selling, general and administrative expenses (SG&A) decreased
approximately $3.1 million, or 8.8% for the year ended December 31, 1992,
as compared to 1991. The decrease in SG&A expenses is primarily due to a
decrease in bid and estimate expenses, reflecting the slowdown in new ship
and boat construction programs and small, across-the-board reductions in
other SG&A expenses following the initiation of the Company's cost reduction
program. The decrease noted above is partially offset by increased ongoing
professional fees, in large part related to the Company's restructuring of its
two revolving credit facilities and its senior notes.
The Company recorded a substantial writedown of goodwill in 1991.
No such charges were recorded in 1992.
Interest expense increased by approximately $1 million, or
approximately 9.5%, as compared to the prior year. Although overall market
interest rates declined, the interest rates on the Company's two revolving
credit facilities and its senior notes increased when these credit facilities
were restructured in April of 1992. Additionally, the average outstanding
balance of this indebtedness during 1992 exceeded that of the prior year.
The net ESOP contribution was $8.1 million for the year ended
December 31, 1992 compared to $24 million for the same period in 1991.
With the contribution made in the first quarter of 1992, the Company's ESOP
retired the remaining balance of the ESOP Note. The Company does not
expect to make any ESOP contributions for the foreseeable future, although
the Company does expect to accrue expense in future years related to the
maintenance of the Company's pension plans.
Liquidity and Capital Resources
As noted in the "Overview", the December 1993 REA settlement has
substantially improved the Company's liquidity. At year-end, the Company
had invoiced approximately $90 million of the $145 million settlement
amount, and, as of March 1, 1994, had received approximately $85 million of
the amount billed. The remaining $55 million will be billed by the Company
as work progresses on the contracts that were the subject of the REAs. The
cash received by the Company to date has permitted the Company to retire
its outstanding senior notes (in the approximate amount of $6 million) and the
balance of outstanding loans (approximately $38 million) under its two credit
facilities.
The Company is not permitted to make any additional borrowings
under either of its existing credit facilities, which continue to remain in
place solely because approximately $13 million of letters of credit previously
posted on behalf of the Company under one of the facilities remain outstanding.
Although management believes that cash from the Company's operations
should be adequate to fund its operations for the foreseeable future, any
unforeseen cash requirements would adversely affect liquidity. Accordingly,
management believes it prudent to enhance its available liquidity; to that end,
in March 1994 the Company executed a Mandate letter with a participant in
the existing credit facility which provides for the establishment of a new
revolving credit facility. Although the documentation of the new credit
facility has not been fully negotiated, it is expected that there will be an
overall credit limit of approximately $35 million (including up to $22.5
million of letters of credit), that the credit facility will be secured by a
commensurate portion of the Company's assets and that the Company will be
subject to customary operating and financial covenants.
There are two significant contingencies that could require funding in
1994. Funding for both of these contingencies is currently available to the
Company under certain agreements between the Company and Ogden
Corporation ("Ogden"), the former corporate parent of the Company, which
were entered into at the time of Ogden's sale of the Company's common
stock to the Avondale Employee Stock Ownership Plan (the "Spin-Off").
These agreements, one of which was amended in 1993 to extend its term
through the end of September 1994 (the Preferred Stock Purchase Agreement
- - "PSPA"), provide liquidity to Avondale by providing for the sale by Avondale
to Ogden of preferred stock or subordinated debt in the event that certain
contingencies (including the two discussed below) materialize. If Avondale
issued preferred stock to Ogden, Ogden would have the right to place three
directors (out of a total of seven) on the Company's Board of Directors, with
the right to elect an additional two directors (for a majority) after September
30, 1994 if preferred stock dividends were not current on that date. The
preferred stock to be issued would have a dividend rate of 12%, would have
a liquidation preference of $1,000 per share and would be convertible into
Avondale common stock at the rate of $23.33 per share. Management
considers the terms of the preferred stock to be onerous to the Company and
its stockholders and is thus actively seeking alternative sources of funding.
The more immediate matter covered by the PSPA relates to $36.25
million of tax-exempt industrial revenue bonds of the Company that were
issued in 1983 ("Jo Ann Bonds"), and are secured by a separate guarantee of
Ogden and by a letter of credit that expires on June 16, 1994. Under the
terms of the Jo Ann documents, the Company was required to advise the
trustee for the bondholders no later than March 16, 1994 as to whether the
letter of credit would be further extended or replaced. Without the
continuation of a letter of credit, the Jo Ann Bonds would become subject to
redemption on June 1, 1994 (subject to retention rights of the current holders)
by means of a draw against the letter of credit. Ogden is required to
reimburse the issuer of the letter of credit for any draws, and, upon such
reimbursement, the PSPA requires the Company to issue an equivalent
amount of preferred stock or subordinated debt to Ogden. Because of the
relatively low levels of market interest rates, and the Company's improved
financial condition, the Company has elected to pursue a refinancing,
refunding or re-marketing of the Jo Ann Bonds at this time rather than
seeking to replace or extend the existing letter of credit for an additional
term. At this time, management believes that the most favorable of the
available options is to refund the Jo Ann Bonds through a new tax-exempt
bond issuance that would not be supported by an Ogden guarantee or other
credit enhancement, and the Company is currently actively pursuing this
option. In addition to eliminating the possibility that Avondale would have
to issue to Ogden preferred stock upon a redemption of the Jo Ann Bonds,
the Company may also benefit from an extension of the maturity date of the
Bonds and probable reduction in the interest and other carrying costs
associated with the Jo Ann Bonds. No assurance can be given that the
proposed refunding will be successfully completed, and, in such event, it may
be necessary for the Company to remarket the Jo Ann Bonds or to refinance
the obligation through another debt or equity offering.
In addition, pursuant to the PSPA and a related tax sharing agreement,
the Company has agreed either to reimburse or to issue preferred stock or
subordinated debt to Ogden if Ogden incurs certain tax liabilities associated
with the Spin-Off. Management of the Company believes that it is possible
that the Internal Revenue Service (the "IRS") could, as early as this year,
disallow certain tax positions taken by Ogden with respect to its federal
income taxes for certain years when Avondale was an Ogden subsidiary. If
the IRS takes such action, and Ogden as a result pays additional federal
income taxes, Ogden would have a claim against the Company that could
require the Company to issue to Ogden as much as $20 million of preferred
stock or subordinated debt. The Company has made a proposal to Ogden to
settle all obligations under the PSPA which would include termination of the
Ogden guarantee of the Jo Ann Bonds. Such settlement would provide for
a reduced cash payment to Ogden and would be contingent on successful
refunding of the Jo Ann Bonds or alternative financing plans. Ogden is
currently evaluating this offer. In addition to the refunding discussed above,
the Company is currently considering a debt or equity offering in the
approximate amount of up to $25 - $35 million, the proceeds of which would
be used to replenish cash used to pay Ogden with respect to the foregoing
settlement proposal, to fund planned capital expenditures and for other
corporate purposes.
Further, in order to generate cash and to permit management to focus
on shipbuilding, the Company explored the possible sale of its non-core assets.
In March 1993, the Company sold the assets of its Harvey Quick Repair
business and approximately $6 million of the net proceeds were applied to the
restructured debt. The Company is in the process of marketing its Service
Foundry division and several other facilities. Any such sale would only be
made for an amount that is not less than management's estimate of the fair
value of the assets.
Item 8. Financial Statements and Supplementary Data.
See next consecutive numbered page.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of Avondale Industries, Inc.
We have audited the accompanying consolidated balance sheets of Avondale
Industries, Inc. and subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1993.
Our audits also included the financial statement schedules listed in the Index
at Item 14. These financial statements and financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Avondale Industries, Inc. and
subsidiaries at December 31, 1993 and 1992, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1993 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE
New Orleans, Louisiana
March 22, 1994
<PAGE>
<TABLE>
<CAPTION>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1993 1992
______ ______
(In thousands)
<S> <C> <C>
ASSETS (Notes 5 and 6)
Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,195 $ 7,613
Receivables (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,052 149,423
Inventories (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,609 14,645
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,741 5,394
_________ _________
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151,597 177,075
_________ _________
Property, Plant and Equipment:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,324 11,795
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,162 49,049
Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,456 179,996
_________ _________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,942 240,840
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . (103,400) ( 97,536)
_________ _________
Property, plant and equipment - net. . . . . . . . . . . . . . . . . . . . . . . 125,542 143,304
_________ _________
Goodwill - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,892 18,912
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,108 6,905
_________ _________
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 302,139 $ 346,196
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks (Note 5). . . . . . . . . . . . . . . . . . . . . . . . . $ 38,303 $ 24,032
Current maturities of long-term debt (Note 6). . . . . . . . . . . . . . . . . . 6,568 2,106
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,797 61,273
Accrued employee compensation. . . . . . . . . . . . . . . . . . . . . . . . . . 12,352 12,600
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,012 13,906
_________ _________
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,032 113,917
Notes payable to banks (Note 5). . . . . . . . . . . . . . . . . . . . . . . . . 107 39,617
Long-term debt (Note 6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,741 50,852
Other liabilities and deferred credits . . . . . . . . . . . . . . . . . . . . . 16,904 18,661
_________ _________
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187,784 223,047
_________ _________
Commitments and Contingencies (Notes 7 and 11)
STOCKHOLDERS' EQUITY (Note 10):
Common stock, $1.00 par value; authorized - 30,000,000 shares; issued -
15,927,191 shares in 1993 and 1992. . . . . . . . . . . . . . . . . . . . . . 15,927 15,927
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . 373,911 373,911
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (263,627) (254,833)
_________ _________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,211 135,005
Treasury stock (1,463,016 shares in 1993 and 1992) at cost . . . . . . . . . . . (11,856) (11,856)
_________ _________
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,355 123,149
TOTAL LIABILITIES AND _________ _________
STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 302,139 $ 346,196
========= =========
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 1993 1992 1991
(In thousands, except per share data) ________ ______ ______
<S> <C> <C> <C>
Net sales (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 471,166 $ 592,011 $ 776,725
Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440,286 552,834 805,936
________ ________ ________
Gross profit (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . 30,880 39,177 (29,211)
Selling, general and administrative expenses . . . . . . . . . . . . . . 30,874 31,631 34,691
Writedown of goodwill (Note 1) . . . . . . . . . . . . . . . . . . . . . 57,569
________ ________ ________
Income (loss) from operations. . . . . . . . . . . . . . . . . . . . . . 6 7,546 (121,471)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( 8,936) (10,856) (9,918)
Other - net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136 234 611
________ ________ ________
Loss before ESOP contribution
and income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . (8,794) ( 3,076) (130,778)
________ ________ ________
ESOP contribution (Note 9):
Contribution to ESOP. . . . . . . . . . . . . . . . . . . . . . . . . 8,286 25,774
Interest income from ESOP . . . . . . . . . . . . . . . . . . . . . . ( 145) (1,774)
________ ________ ________
Net ESOP contribution . . . . . . . . . . . . . . . . . . . . . . . . --- 8,141 24,000
________ ________ ________
Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . . (8,794) ( 11,217) (154,778)
Income taxes (Note 8). . . . . . . . . . . . . . . . . . . . . . . . . . 13,900
________ ________ ________
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ ( 8,794) $ ( 11,217) $ (140,878)
======== ======== ========
LOSS PER SHARE OF COMMON STOCK (Note 10) . . . . . . . . . . . . . . . . $ (.61) $ (.78) $ (9.76)
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1991, 1992 and 1993
(In thousands)
Additional Note Total
Common Paid-In Accumulated Receivable Treasury Stockholders'
Stock Capital Deficit From ESOP Stock Equity
____________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1990. . . . . . . . . $15,878 $373,716 $(102,738) $(32,141) $(11,856) $ 242,859
Net loss. . . . . . . . . . . . . . . . . . (140,878) (140,878)
Repayment from ESOP . . . . . . . . . . . . 24,000 24,000
Other . . . . . . . . . . . . . . . . . . . 28 133 161
____________________________________________________________________________________
BALANCE, DECEMBER 31, 1991. . . . . . . . . 15,906 373,849 (243,616) ( 8,141) (11,856) 126,142
Net loss. . . . . . . . . . . . . . . . . . (11,217) (11,217)
Repayment from ESOP . . . . . . . . . . . . 8,141 8,141
Other . . . . . . . . . . . . . . . . . . . 21 62 83
____________________________________________________________________________________
BALANCE, DECEMBER 31, 1992. . . . . . . . . 15,927 373,911 (254,833) (11,856) 123,149
Net loss. . . . . . . . . . . . . . . . . . ( 8,794) ( 8,794)
____________________________________________________________________________________
BALANCE, DECEMBER 31, 1993. . . . . . . . . $15,927 $373,911 $(263,627) $ --- $(11,856) $ 114,355
====================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31, 1993 1992 1991
(In thousands) ________ ________ ________
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ ( 8,794) $ ( 11,217) $ (140,878)
Adjustments to reconcile net loss to net
cash provided by (used for) operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . 11,810 12,318 12,878
Writedown of goodwill and other assets. . . . . . . . . . . . . . . 2,550 900 57,569
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . (12,600)
Change in operating assets and liabilities, net of acquisitions
and dispositions:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,634 22,256 27,691
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189 2,701 (457)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 653 (2,213) 833
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . ( 4,476) (27,756) (6,730)
Accrued employee compensation . . . . . . . . . . . . . . . . . . . ( 248) (2,568) (606)
Other - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( 1,452) 2,686 4,421
_______ _______ _______
Net cash provided by (used for) operating activities . . . . . . . . . . 16,866 ( 2,893) (57,879)
_______ _______ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . (2,863) (2,221) (4,630)
Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . 9,467
Repayment of note receivable . . . . . . . . . . . . . . . . . . . . . . 2,250 1,125
Payments for businesses acquired . . . . . . . . . . . . . . . . . . . . (2,498)
Proceeds from maturities of investments. . . . . . . . . . . . . . . . . 8,596
_______ _______ _______
Net cash provided by investing activities. . . . . . . . . . . . . . . . 6,604 29 2,593
_______ _______ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings under revolving credit agreements. . . . . . . 32,972
Payment of long-term borrowings. . . . . . . . . . . . . . . . . . . . . (27,888) (12,001) (7,051)
Proceeds from issuance of long-term borrowings . . . . . . . . . . . . . 6,728 3,000
Repayment of ESOP note receivable. . . . . . . . . . . . . . . . . . . . 8,141 24,000
_______ _______ _______
Net cash provided by (used for) financing activities . . . . . . . . . . (27,888) 2,868 52,921
NET INCREASE (DECREASE) IN CASH AND CASH _______ _______ _______
EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,418) 4 ( 2,365)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . 7,613 7,609 9,974
CASH AND CASH EQUIVALENTS AT _______ _______ _______
END OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,195 $ 7,613 $ 7,609
======= ======= =======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,659 $ 10,481 $ 9,437
======= ======= =======
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Avondale
Industries, Inc. and its wholly-owned subsidiaries ("Avondale" or the
"Company") which are primarily engaged in marine construction and repair.
All significant intercompany transactions have been eliminated.
Revenue Recognition
Profits on long-term contracts are recorded on the basis of the Company's
estimates of the percentage of completion of individual contracts, commencing
when progress reaches a point where contract performance is sufficient to
estimate final results with reasonable accuracy. Estimates of the percentage
of completion are based on direct labor charges. Revisions in cost and profit
estimates during the course of the work are reflected in the accounting period
in which the facts requiring the revisions become known. Amounts in excess
of agreed upon contract price for customer caused delays, disruptions,
unapproved change orders or other causes of additional contract costs are
recognized in contract value if it is probable that the claim for such amounts
will result in additional revenue and the amount can be reasonably estimated
(see Note 3). Provisions for estimated losses, if any, on uncompleted
contracts are made in the period in which such losses are determined.
During 1991, the Company revised its estimated costs to complete certain
contracts which had the effect of decreasing net income for 1991 by
approximately $69.0 million ($4.78 per share).
Statements of Cash Flows
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Fair Value Disclosures
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments" ("SFAS 107"), requires the disclosure of the
fair value of all significant financial instruments. The estimated fair value
amounts have been developed by the Company based on available market
information and appropriate valuation methodologies. However, considerable
judgment is required in developing the estimates of fair value. Therefore,
such estimates are not necessarily indicative of the amounts that could be
realized in a current market exchange. After such analysis, management
believes that the carrying value of the Company's significant financial
instruments approximates fair value.
Inventories
Inventories are recorded principally at the lower of cost (average or first-in,
first-out) or market.
Property, Plant and Equipment
Property, plant and equipment is stated at cost. Depreciation of property,
plant and equipment is computed in the financial statements on the straight-
line method based on estimates of useful lives as follows:
Type Period
Machinery and equipment . . . . . . . . . . . . . . 3-20 years
Buildings and improvements. . . . . . . . . . . . . 15-40 years
Accelerated depreciation methods are generally used for income tax purposes.
Maintenance and repairs are charged directly to expense as incurred.
Additions, improvements and major renewals are capitalized.
Goodwill
Goodwill represents the excess of the purchase price over the underlying fair
value of the net assets of acquired businesses and is being amortized on a
straight-line basis over its estimated useful life.
Management evaluates the continuing value and future benefits of goodwill,
including the appropriateness of related amortization periods, on a current
basis. During 1991, as a consequence of substantial operating losses incurred,
uncertainties related to future levels of defense spending, and other factors,
management revised its estimate of the continuing value and future benefits
of goodwill and determined that the value of this intangible asset was
impaired. Accordingly, a charge to operations of $57.6 million ($3.99 per
share) was recorded to reduce the carrying value of goodwill to its estimated
value at December 31, 1991. Concurrent with this evaluation, management
reduced the estimated useful life of remaining goodwill from forty to twenty
years. No further reductions in goodwill were made in 1993 and 1992.
Accumulated amortization at December 31, 1993 and 1992 amounted to
$72.2 million and $71.2 million, respectively.
Income Taxes
The Company and its subsidiaries file a consolidated Federal income tax
return. Deferred income taxes are provided in the financial statements, where
necessary, to account for the tax effect of temporary differences resulting from
reporting revenues and expenses for income tax purposes in periods different
from those used for financial reporting purposes. The temporary differences
result principally from the use of different methods of accounting for
depreciation, long-term contracts and certain employee benefits.
Postretirement Benefits
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" ("SFAS 106"). SFAS 106 requires the current
recognition and accrual of the costs of postretirement benefits (such as life
insurance and health care benefits) during the years an employee provides
services. Implementation of SFAS 106 had no material impact on the
Company's financial position or results of operations.
2. REA Settlement
During 1992, the Company submitted Requests for Equitable Adjustments
("REAs") to the U.S. Navy with respect to certain of its significant
shipbuilding contracts. In December 1993, the Company and the U.S. Navy
agreed to settle these REAs for approximately $145 million. The settlement
partially compensated the Company for design changes and other factors that
had led to significant cost overruns on those contracts that were the subject
of the REAs.
In 1991, the Company had provided for losses with respect to the contracts
that were the subject of the REAs, but the amount provided (i) was net of an
estimated minimum probable recovery with respect to the REAs and (ii)
assumed the implementation of certain cost saving measures by the Company.
At December 31, 1992, the amount recorded by the Company as the
estimated minimum probable recovery with respect to the REAs was $91
million. Because the Company settled the outstanding REAs for an amount
in excess of the $91 million recorded, it was able to avoid the implementation
of more severe cost reduction measures and was able to grant an across-the-
board cost of living wage increase to substantially all of the Company's
employees.
In December 1993, the Company invoiced approximately $90 million of the
settlement amount, of which it had received approximately $85 million at
March 1, 1994. The balance will be billed over the remaining period of
performance under the affected contracts. The Company's receipt of this cash
has enabled it to retire the outstanding balances of its revolving credit
facilities and the senior notes totalling approximately $44 million at December
31, 1993 (see Notes 5 and 6).
The following unaudited pro forma information presents the effects of these
events as if they had occurred on December 31, 1993 (in thousands):
<TABLE>
<CAPTION>
Pro Forma Condensed Balance Sheet
December 31, 1993
__________________________________________________________________
As Pro forma Pro forma
Reported Adjustments Balances
...............unaudited...................
__________________________________________________________________
<S> <C> <C> <C>
Assets:
Cash and cash equivalents . . . . . . . $ 3,195 $ 41,006 $ 44,201
Receivables . . . . . . . . . . . . . . 130,052 (85,000) 45,052
All other assets. . . . . . . . . . . . 168,892 168,892
________ ________ ________
Total . . . . . . . . . . . . . . . . . $302,139 $(43,994) $258,145
======== ======== ========
Liabilities and Stockholders' Equity:
Notes payable to banks and
long-term debt. . . . . . . . . . . . $ 88,719 $(43,994) $ 44,725
All other liabilities . . . . . . . . . 99,065 99,065
Stockholders' equity. . . . . . . . . . 114,355 114,355
________ ________ ________
Total . . . . . . . . . . . . . . . . . $302,139 $(43,994) $258,145
======== ======== ========
</TABLE>
3. Receivables
Receivables consisted of the following at December 31, 1993 and 1992 (in
thousands):
<TABLE>
<CAPTION>
1993 1992
______ ______
<S> <C> <C>
Long-term contracts:
U.S. Government:
Amounts billed . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,867 $ 10,260
Unbilled costs, including retentions, and
estimated profits on contracts in progress . . . . . . . . . . . . . 16,813 111,882
________ ________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,680 122,142
Commercial:
Amounts billed . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,820 11,431
Unbilled costs, including retentions, and
estimated profits on contracts in progress . . . . . . . . . . . . . 10,219 12,278
________ _______
Total from long-term contracts . . . . . . . . . . . . . . . . . . . . 126,719 145,851
Trade and other current receivables. . . . . . . . . . . . . . . . . . . . . . . 3,333 3,572
________ _______
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 130,052 $ 149,423
======== =======
</TABLE>
Unbilled costs, including retentions, and estimated profits on contracts in
progress were not billable to customers at the balance sheet dates under terms
of the respective contracts. Of the unbilled costs and estimated profits,
approximately $15 million is expected to be collected in 1994 with the balance
to be collected in subsequent years as contract deliveries are made and
warranty periods expire. Portions of claims and other amounts subject to
future negotiations approximating $91 million were included in receivables at
December 31, 1992. Net sales to the United States Government in 1993, 1992
and 1991 account for approximately 79%, 84% and 82% of the net sales,
respectively.
Costs and estimated profits (losses) on contracts in progress at December 31,
1993 and 1992 were as follows (in thousands):
<TABLE>
<CAPTION>
1993 1992
______ ______
<S> <C> <C>
Costs incurred on contracts in progress. . . . . . . . . . . . . . . . . . . . $ 4,749,649 $4,432,670
Estimated profits recognized . . . . . . . . . . . . . . . . . . . . . . . . . 96,392 110,329
Reserve for anticipated contract losses. . . . . . . . . . . . . . . . . . . . (39,000) (49,100)
__________ _________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,807,041 4,493,899
Less billings to date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,793,668) (4,375,187)
__________ _________
Net value of contracts in progress . . . . . . . . . . . . . . . . . . . . . . $ 13,373 $ 118,712
========== =========
Net value of contracts in progress was comprised of the following amounts:
1993 1992
________ ________
Unbilled costs and estimated
profits on contracts in progress
(included in receivables). . . . . . . . . . . . . . . . . . . . . . . . . $ 27,032 $ 124,160
Billings in excess of costs and estimated
profits on contracts in progress (included
in accounts payable) . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,659) (5,448)
__________ __________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,373 $ 118,712
========== ==========
</TABLE>
The reserve for anticipated contract losses of $39.0 million and $49.1 million
included in the net value of contracts in progress at December 31, 1993 and
1992, respectively, is related to certain U.S. Navy contracts which are
presently scheduled for delivery at varying dates into 1996. The reserve was
established when, as a result of revised estimates based on representative
experience, it was evident that losses would be incurred on these contracts.
4. Inventories
Inventories consisted of the following at December 31, 1993 and 1992 (in
thousands):
<TABLE>
<CAPTION>
1993 1992
______ ______
<S> <C> <C>
Goods held for sale . . . . . . . . . . . . . . . . . . . . . . . . $ 4,604 $ 3,688
Materials and supplies. . . . . . . . . . . . . . . . . . . . . . . 9,005 10,957
_______ _______
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,609 $ 14,645
======= =======
</TABLE>
5. Notes Payable to Banks
Notes payable to banks consisted of the following at December 31, 1993 and
1992 (in thousands):
<TABLE>
<CAPTION>
1993 1992
______ ______
<S> <C> <C>
Revolving credit agreement with various financial
institutions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29,909 $ 51,109
Revolving bank credit agreement. . . . . . . . . . . . . . . . . . . . . . . 8,378 12,394
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 146
_______ _______
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,410 63,649
Less current maturities. . . . . . . . . . . . . . . . . . . . . . . . . . . (38,303) (24,032)
_______ _______
Notes payable to banks, noncurrent . . . . . . . . . . . . . . . . . . . . . $ 107 $ 39,617
======= =======
</TABLE>
As discussed in Note 2 and as required by both revolving credit agreements,
cash receipts from the settlement of the REAs were used to retire the
outstanding balances of these credit agreements during January 1994.
The terms of both revolving credit agreements required specified reductions
in the outstanding balances during 1993 and 1992 with the remaining unpaid
balances due April 1, 1994 and provided for interest at fluctuating annual
rates based on base rates as defined. The interest rate at December 31, 1993
and 1992 was 7.5%. Both revolving credit agreements as well as the senior
notes (see Note 6) were secured by substantially all of the Company's
otherwise unencumbered assets and, among other things, (1) required the
Company to meet certain financial covenants (relating to net worth, working
capital, and the net increase (decrease) in cash and cash equivalents), (2)
limited the level of annual capital expenditures and long-term lease
obligations, (3) generally prohibited the incurrence of new indebtedness and
the payment of dividends, (4) required compliance with all terms and
conditions of certain agreements with the U.S. Navy to provide interim relief
and (5) required the Company to comply with all terms and conditions of all
other debt agreements. One revolving credit agreement was extended for one
year in order to maintain the letters of credit outstanding under the
agreement.
During March 1994 the Company accepted a proposal from a financial
institution to provide a $35 million two year Senior Revolving Credit Facility
(with a $22.5 million sub-limit available for the issuance of letters of
credit). The proposal is subject to the satisfactory completion of the
lenders' regular credit due diligence and approval process and the execution of
a definitive agreement and closing documents. The credit facility will be
secured by a commensurate portion of the Company's assets and will subject the
Company to customary operating and financial covenants, including certain
limitations relating to the payment of cash dividends.
6. Long-term Debt
Long-term debt consisted of the following at December 31, 1993 and 1992 (in
thousands):
<TABLE>
<CAPTION>
1993 1992
______ ______
<S> <C> <C>
Industrial revenue bonds, Series 1983, interest at 8.25%, due
June 2001 subject to optional redemption by bondholders
effective June 1993, secured by continuing guarantee
of Ogden Management Corporation and
irrevocable letter of credit (see Note 11) . . . . . . . . . . . . . . . . . . . $ 36,250 $ 36,250
Mortgage bonds, interest at 9.3%, payable
in semi-annual principal installments to 2000. . . . . . . . . . . . . . . . . . . 5,432 6,208
Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,707 7,500
General obligation industrial bonds, interest at 7%,
payable in annual installments from 1993 to 2011 . . . . . . . . . . . . . . . . . 2,920 3,000
_______ ________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,309 52,958
Less current maturities of long-term debt. . . . . . . . . . . . . . . . . . . . . . (6,568) (2,106)
_______ ________
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43,741 $ 50,852
======= ========
</TABLE>
The mortgage bonds are guaranteed by the United States Government under
Title XI of the Merchant Marine Act, 1936, as amended, and include
provisions that limit the payment of dividends by the Company if (i) the
Company's working capital is less than one dollar, (ii) the Company's long-
term debt exceeds 200% of its net worth or (iii) the Company's net worth is
less than $75 million. Property, plant and equipment having a net book value
of approximately $14.3 million at December 31, 1993 has been pledged as
collateral for the mortgage bonds.
As discussed in Note 2 and as required by the terms of the related
agreements, cash receipts from the settlement of the REAs were used to
retire the outstanding balances of the senior notes during January 1994.
The terms of the senior notes, which bear interest at the annual rate of
10.79% (except for the year ended December 31, 1993 when the rate was
11.29%), required principal repayments of $2 million on May 1, 1994 and
1995, with the remaining unpaid balance due on May 1, 1996. The senior
note agreements also required the Company to comply with certain financial
covenants related to working capital, tangible net worth and funded debt, and
contained restrictions, limitations and security similar to the revolving credit
agreements discussed in Note 5.
Annual maturities of long-term debt for each of the next five years and in
total thereafter follow (in thousands):
1994. . . . . . . . . . . . . . . . . $ 6,568
1995. . . . . . . . . . . . . . . . . 866
1996. . . . . . . . . . . . . . . . . 876
1997. . . . . . . . . . . . . . . . . 881
1998. . . . . . . . . . . . . . . . . 891
Thereafter. . . . . . . . . . . . . . 40,227
______
Total . . . . . . . . . . . . . . . . $50,309
======
7. Leases
The Company leases equipment and real property in the normal course of
business under various operating leases, including non-cancelable and month-
to-month agreements. Certain of the leases provide for renewal privileges
with escalation of the lease payments based on changes in selected economic
indices.
Rental expense for operating leases was $5.3 million, $7.3 million and $8.7
million in 1993, 1992 and 1991, respectively.
Minimum rental commitments under leases having an initial or remaining
noncancelable term in excess of twelve months follow (in thousands):
1994. . . . . . . . . . . . . . . . . $2,338
1995. . . . . . . . . . . . . . . . . 1,271
1996. . . . . . . . . . . . . . . . . 980
1997. . . . . . . . . . . . . . . . . 430
1998. . . . . . . . . . . . . . . . . 298
Thereafter. . . . . . . . . . . . . . 88
_____
Total . . . . . . . . . . . . . . . . $5,405
=====
8. Income Taxes
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." The
statement requires the use of the asset and liability approach for financial
accounting and reporting for income taxes. Financial statements for prior
years have not been restated and the cumulative effect of the accounting
change was not material.
The provision (benefit) for income taxes, which consists principally of deferred
income taxes, varied from the Federal statutory income tax rate due to the
following (dollars in thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
______________________________________________________________________
1993 1992 1991
_______________ ______________ _____________
Amount % Amount % Amount %
______ ___ ______ ___ ______ ___
<S> <C> <C> <C> <C> <C> <C>
Taxes at Federal statutory rate. . . . . . $ (3,078) (35) $ (3,814) (34) $(52,624) (34)
Amortization of goodwill
not deductible. . . . . . . . . . . . . 357 4 347 3 20,339 13
Net operating loss and tax credit
carryforwards not utilized. . . . . . . 2,595 30 3,579 32 20,752 13
Other. . . . . . . . . . . . . . . . . . . 126 1 ( 112) (1) (2,367) (1)
______ ___ _______ ___ _______ ___
Total. . . . . . . . . . . . . . . . . . . $ --- --- $ --- --- $(13,900) (9)
====== === ======= === ======= ===
</TABLE>
At December 31, 1993 the Company has available for Federal income tax
purposes net operating loss carryforwards and tax credit carryforwards of $115
million and $5 million, respectively, expiring in years 2000 through 2008.
Deferred income taxes represent the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and their tax bases, and (b) operating loss and tax credit
carryforwards. The tax effects of significant items comprising the Company's
net deferred tax liability at December 31, 1993 and 1992 are as follows (in
thousands):
<TABLE>
<CAPTION>
1993 1992
______ ______
<S> <C> <C>
Deferred Tax Liabilities:
Differences between book
and tax basis of property, plant and equipment . . . . . . . . . . . . $30,890 $32,952
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,544 1,047
_______ _______
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $33,434 $33,999
_______ _______
Deferred Tax Assets:
Reserves not currently deductible. . . . . . . . . . . . . . . . . . . . 9,515 4,167
Long-term contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,053 2,500
Other temporary differences. . . . . . . . . . . . . . . . . . . . . . . 2,578 1,379
Operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . 40,250 46,959
Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . 4,806 4,292
_______ _______
59,202 59,297
Valuation allowance. . . . . . . . . . . . . . . . . . . . . . . . . . . (25,768) (25,298)
_______ _______
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,434 33,999
_______ _______
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . $ -- $ --
======= =======
</TABLE>
9. Retirement Plans
During 1985, the Avondale Industries, Inc., Employee Stock Ownership Plan
(the "ESOP") purchased the common stock of the Company from its former
corporate parent (the "Spin-Off") for $282 million in cash, $190 million of
which was borrowed from the Company (the "ESOP Loan"). The ESOP
Loan, which was collateralized by common stock of the Company held by the
ESOP, was paid in full during January 1992.
Annuities were purchased covering the majority of employees for all pension
benefits accrued at the date of the Spin-Off. These employees are
participants in the ESOP, which became effective on the date of the Spin-Off.
ESOP
The ESOP is a qualified, defined contribution plan designed primarily to
invest in equity securities of the Company and is specifically authorized to
leverage its acquisition of these securities. The ESOP is intended to cover all
employees of the Company upon completion of one year of service, except
certain employees who are covered by collective bargaining agreements,
unless, by the terms of such agreements, the employees are to participate in
the ESOP.
The ESOP owned approximately 7,587,000 shares of the Company's common
stock at December 31, 1993 and 1992, respectively. The ESOP Loan was
repaid with the funds derived from contributions made by the Company,
determined at the discretion of management, to the ESOP for the benefit of
its eligible employees and for which the Company received a Federal income
tax deduction. The shares of common stock acquired by the ESOP with the
ESOP Loan were held in a suspense account, and each year, as the ESOP
made payments on the ESOP Loan, a proportional number of shares were
released from the suspense account and prorated among the individual
accounts maintained for ESOP participants based on their compensation.
Pension Plan
The Company also sponsors a defined benefit pension plan, which is
coordinated with the benefits payable to participating employees in the ESOP.
At retirement, a person's benefit is based upon the greater of (i) the market
value of the shares of common stock, allocated to his ESOP account or (ii)
the benefit calculated under the pension plan formula. The pension plan
formula benefits are based on a defined dollar amount times a fraction
related to a participant's credited service.
The net periodic pension cost for the years ended December 31, 1993, 1992
and 1991 included the following components (in thousands):
<TABLE>
<CAPTION>
1993 1992 1991
______ ______ ______
<S> <C> <C> <C>
Service costs of the current period. . . . . . . . . . . . . . . . . . . . . . $ 3,700 $ 2,600 $ 700
Interest cost on the projected benefit obligation. . . . . . . . . . . . . . . 4,400 3,600 3,300
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . (7,000) (5,000) (2,400)
Net amortization of transition liability and
deferred investment gain (loss) . . . . . . . . . . . . . . . . . . . . . . 5,000 2,900 ( 200)
______ _______ _______
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,100 $ 4,100 $ 1,400
====== ======= =======
</TABLE>
The following table sets forth the pension plan's estimated funded status as of
December 31, 1993 and 1992 (in thousands):
<TABLE>
<CAPTION>
1993 1992
______ _______
<S>
Projected benefit obligation: <C> <C>
Vested benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43,000 $ 37,700
Nonvested benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 700 700
_______ _______
Accumulated benefit obligation. . . . . . . . . . . . . . . . . . . . . . . 43,700 38,400
Effect of projected future compensation levels. . . . . . . . . . . . . . . 5,100 3,600
_______ _______
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . 48,800 42,000
Plan assets at market value. . . . . . . . . . . . . . . . . . . . . . . . . . 45,700 41,100
_______ _______
Plan assets less than projected benefit obligation . . . . . . . . . . . . . . (3,100) ( 900)
Unrecognized net transition obligation . . . . . . . . . . . . . . . . . . . . 200 200
Unrecognized prior service costs . . . . . . . . . . . . . . . . . . . . . . . (3,000) (3,400)
Unrecognized net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,200 8,400
_______ _______
Prepaid pension costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,300 $ 4,300
======= =======
</TABLE>
The Company's funding policy is to contribute each year an amount equal to
the minimum required contribution under the Employee Retirement Income
Security Act of 1974. However, the contribution for any year will not be
greater than the maximum tax deductible contribution. Plan assets consist
primarily of United States Government and Agency securities, corporate
bonds and notes, corporate stocks, and an unallocated insurance contract.
The weighted-average discount rate used in determining the actuarial present
value of the projected benefit obligation was 7.5% for 1993 and 9% for 1992.
The rate of increase in future compensation levels used was 1% for 1993 and
1992 and 3.5% thereafter. The expected long-term rate of return on the
assets was 9% for 1993 and 9.5% for 1992.
10. Stockholders' Equity
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock, $1.00
par value, none of which was outstanding at December 31, 1993 and 1992.
Income (Loss) Per Share
The weighted average number of shares used in the computation of loss per
share was 14,464,000, 14,462,000 and 14,431,000 for the years ended
December 31, 1993, 1992 and 1991, respectively. The assumed exercise of
stock options would not result in dilution in any of such periods.
Performance Share Plan
The Company's Performance Share Plan provides for the award of shares of
common stock to senior executives of the Company, as designated by a
committee of the Board of Directors, which are earned upon the attainment
of specified performance objectives. Pursuant to the plan, 1,500,000 shares
of common stock were originally reserved for award of which 320,000 shares
were available for award at December 31, 1993, 1992 and 1991. Transactions
relating to the plan during 1993, 1992 and 1991 were not material.
The plan provides for a cash distribution in an amount equal to the
Participant's income tax liability resulting from the settlement of an award.
To the extent that a Participant receives cash in lieu of common stock as
payment of an award, options may be granted to the participant to purchase
an equivalent number of such shares. At December 31, 1993, 1992 and 1991,
stock options to purchase 303,159 shares at prices of $3.875 to $19.00 per
share were exercisable, the majority of which contain a stock appreciation
right feature and expire on various dates to February 2002.
Stock Appreciation Plan
The Company maintains a Stock Appreciation Plan for key management
employees which contains a stock appreciation right feature. There are
500,000 shares of common stock of the Company reserved for award under
the plan. Transactions of the Stock Appreciation Plan during 1993, 1992 and
1991 were as follows:
<TABLE>
<CAPTION>
Number of Shares
______________________________________________
1993 1992 1991
______ ______ _______
<S> <C> <C> <C>
Outstanding, January 1 . . . . . . . . . . . . . . . . . . . . 60,000 152,000 162,000
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,000) (92,000) (10,000)
______ ______ ______
Outstanding, December 31 . . . . . . . . . . . . . . . . . . . 50,000 60,000 152,000
====== ====== =======
Exercisable at end of year . . . . . . . . . . . . . . . . . . 2,000 6,000 40,000
====== ====== =======
Available for grant at end of year . . . . . . . . . . . . . . 387,000 377,000 285,000
======= ======= =======
</TABLE>
Options were outstanding at prices ranging from $11.25 to $18.375 per share
at December 31, 1993 and 1992, and $10.00 and $18.375 per share at
December 31, 1991. Under the terms of the plan, options expire on various
dates through March 31, 1995.
11. Commitments and Contingencies
Litigation
In January 1986, the Louisiana Department of Environmental Quality advised
the Company that it may be a responsible party with respect to an oil
reclamation site operated by an unaffiliated company. The Company supplied
a substantial portion of the waste oil that was processed at the reclamation
site during the period 1978 through 1982. Potential liability, if any, for
clean-up of this site typically would be apportioned among the responsible
parties based on the volume of material sent by each to the waste site. The
Company and certain of the other potentially responsible parties for the site
have entered into a preliminary agreement to fund the site's remediation.
Pursuant to that agreement, the Company has agreed to contribute up to $3.5
million to the total clean-up costs which are expected to approximate $15
million in the aggregate. At December 31, 1993, the Company has
contributed $2.6 of the $3.5 million. Following completion of the remediation,
a final determination will be made as to the proper allocation of the
remediation responsibility among the various parties. The Company's share
of the clean-up costs could be lower, or higher, than the $3.5 million that it
will have contributed, but the Company does not expect its liability to vary
materially from this amount. Additionally, since July 1986, a number of toxic
tort suits have been filed seeking substantial damages against the Company
and numerous other defendants alleging various claims in connection with this
oil reclamation site.
The Company has initiated litigation against its insurer for a declaration of
coverage of the liability, if any, that may arise in connection with the
remediation of the site or the related tort litigation referred to in the
preceding paragraph. The court has ruled that the insurer has the duty to
defend the Company, but has not yet ruled on whether the carrier has a duty
to indemnify the Company if any liability is ultimately assessed against it.
In addition to the above, the Company is also named as a defendant in
numerous other lawsuits and proceedings arising in the ordinary course of
business, some of which involve substantial damage claims. While the
outcome of these other lawsuits and proceedings against the Company cannot
be predicted with certainty, management does not expect these matters to
have a material adverse effect on the financial condition or results of
operations of the Company.
The Company has established accruals for certain of the litigation discussed
above, and in the opinion of management, after review with counsel, the
eventual disposition of these matters will not have a material adverse effect
on its financial condition or results of operations.
Ogden
Under the terms of certain agreements entered into between its former
corporate parent, Ogden Corporation ("Ogden"), and the Company, the
Company may be required to issue preferred stock or subordinated debt to
Ogden upon the occurrence of specified events, such as judgments or
settlements in certain significant litigation or tax matters against the Company
or Ogden. The Company may be required to issue approximately $25 million
of preferred stock or subordinated debt related to these agreements. The
issuance, to the extent required, of substantially all of this preferred stock
or subordinated debt would be accounted for as an adjustment to the purchase
price incurred in connection with the Spin-Off from Ogden, which adjustment
would ordinarily result in a concurrent increase to the Company's goodwill.
The Company will have to assess the appropriate carrying value of any
goodwill recorded and, to the extent it is determined that all or any portion
of such goodwill is impaired, there would be a charge to operations. The
Company is not required to issue preferred stock or subordinated debt to
Ogden if it satisfies any such obligation without seeking reimbursement from
Ogden or reimburses Ogden for any payment made by it. Additionally, should
Ogden pay any amounts on behalf of the Company in its capacity as guarantor
of the Company's industrial revenue bonds (see Note 6), or certain workers'
compensation obligations, the Company may be required to issue additional
shares of preferred stock or subordinated debt to Ogden equal to the amount
of such payments. The Company has made a proposal to Ogden to settle all
obligations under these agreements which would include the termination of
the Ogden guarantee of the bonds. Such settlement would provide for a
reduced cash payment to Ogden and would be contingent on successful
refunding of the bonds.
Letters of Credit
In the normal course of its business activities, the Company is required to
provide letters of credit to secure the payment of workers' compensation
obligations. Additionally, under certain contracts, the Company may be
required to provide letters of credit which may be drawn down in the event
of the Company's failure to perform under the contracts. At December 31,
1993, outstanding letters of credit relating to these business activities
amounted to approximately $13 million.
12. Quarterly Results (Unaudited)
Consolidated operating results for the four quarters of 1993 and 1992 were as
follows (in thousands, except per share data):
<TABLE>
<CAPTION>
1993 1992
____________________________________________ ____________________________________________
<FN1> <FN2>
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
_______ _______ _______ _______ _______ _______ _______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales . . . . . . $ 139,353 $ 122,453 $ 102,910 $ 106,450 $ 175,566 $ 152,321 $ 138,981 $ 125,143
Gross Profit . . . . 10,186 10,778 8,643 1,273 9,936 10,729 10,334 8,178
Income (Loss)
from Operations . . 2,760 2,732 2,452 (7,938) 1,960 2,992 2,912 ( 318)
Net ESOP Contribution . 8,141
Net Income (Loss) . . 348 399 419 (9,960) (8,645) 308 280 ( 3,160)
Net Income (Loss)
per Share . . . . . $ 0.02 $ 0.03 $ 0.03 $ (0.69) $ (0.60) $ 0.02 $ 0.02 $ (0.22)
</TABLE>
<FN1> During the fourth quarter of 1993, the Company recorded the effects
related to the settlement of the REAs which decreased net income by
$4.2 million ($.29 per share). Additionally, the Company recorded
$6.3 million ($.44 per share) of charges in the fourth quarter of
1993. Such charges consisted primarily of writedowns of assets
currently offered for sale and retroactive adjustments of insurance
costs.
<FN2> During the fourth quarter of 1992, the Company wrote down the value of
a claim in arbitration, assets of the Harvey Quick Repair operation
sold in the first quarter of 1993 and real estate currently offered
for sale, by a total of approximately $4.1 million ($.28 per share).
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information concerning the Company's directors and officers called for
by this item will be included in the Company's definitive Proxy Statement
prepared in connection with the 1994 Annual Meeting of stockholders and is
incorporated herein by reference.
Item 11. Executive Compensation.
Information concerning the executive compensation called for by this
item will be included in the Company's definitive Proxy Statement prepared in
connection with the 1994 Annual Meeting of stockholders and is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Information concerning security ownership of certain beneficial
owners and management called for by this item will be included in the Company's
definitive Proxy Statement prepared in connection with the 1994 Annual Meeting
of stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Information concerning certain relationships and related transactions
called for by this item will be included in the Company's definitive Proxy
Statement prepared in connection with the 1994 Annual Meeting of stockholders
and is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a)(1)Financial Statements
Independent Auditors' Report.
Consolidated Balance Sheets as of December 31, 1993 and
1992.
Consolidated Statements of Operations for the years
ended December 31, 1993, 1992 and 1991.
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1993, 1992 and 1991.
Consolidated Statements of Cash Flows for the years
ended December 31, 1993, 1992 and 1991.
Notes to Consolidated Financial Statements.
(a)(2)Financial Statement Schedules
Schedule V Property, Plant and Equipment
Schedule VI Accumulated Depreciation of Property, Plant
and Equipment
Schedule IX Short-term Borrowings
Schedule X Supplemental Income Statement Information
(a)(3)Exhibits
3.1 Articles of Incorporation of the Company (filed
with the Commission on August 16, 1993 as exhibit
99.1 to the Company's Quarterly Report on Form 10-
Q (Commission File Number 0-16572) and
incorporated herein by reference).
3.2 By-laws of the Company.
4.1 See Exhibits 3.1 and 3.2 for provisions of the
Company's Articles of Incorporation and By-laws
defining the rights of holders of Common Stock.
4.2 Specimen of Common Stock Certificate.*
4.3 Agreement dated March 18, 1993, by and between the
Company and Ogden Corporation (See Exhibit
10.5(a)).
4.4 Instruments Relating to Title XI Vessel Financing
(a) Trust Indenture dated October 21, 1975, by
and between the Company and Manufacturers
Hanover Trust Company, as Indenture Trustee,
relating to $19,012,000 of United States
Government Guaranteed Ship Financing Bonds,
as amended by an Assumption Agreement and
Supplemental Indenture dated September 16,
1985 (each filed with the Commission on
February 16, 1988 as Exhibit 4.2 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference) and a Master Assumption
Agreement, Supplemental Indenture No. 2 and
Amendment to Title XI Finance Agreements
dated March 13, 1991 (the "Master Assumption
Agreement").
(b) Title XI Reserve Fund and Financial Agreement
dated October 21, 1975, by and between the
Company and the United States of America, as
amended by Amendments Nos. 1 and 2 (each
filed with the Commission on February 16,
1988 as Exhibit 4.3 to the Company's
Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference) and by the Master
Assumption Agreement (filed as Exhibit 4.4(a)
hereto).
(c) Form of 8.80% Sinking Fund Bond, Series A
(included in the portion of Exhibit 4.4(a)
incorporated herein by reference).
(d) Form of 9.30% Sinking Fund Bond, Series B
(included in the portion of Exhibit 4.4(a)
incorporated herein by reference).
4.5 Instruments Relating to the Company's $71 Million
Line of Credit
(a) Amended and Restated Revolving Credit
Agreement dated as of April 16, 1992, by and
among the Company, various financial
institutions signatory thereto (the "Banks")
and Canadian Imperial Bank of Commerce, New
York Agency, as the Agent for the Banks (the
"Agent") (filed with the Commission as
Exhibit 4.5(a) to the Company's amended
Annual Report on Form 10-K for the year ended
December 31, 1991 (Commission File No. 0-
16572) and incorporated herein by reference).
(b) Form of First Amendment to Amended and
Restated Revolving Credit Agreement by and
among the Company, the Banks and the Agent.**
(c) Collateral Agency and Intercreditor Agreement
dated as of April 16, 1992, by and among,
among others, the Company, the Banks and the
Agent (filed with the Commission as Exhibit
4.5(b) to the Company's amended Annual Report
on Form 10-K for the year ended December 31,
1991 (Commission File No. 0-16572) and
incorporated herein by reference).
(d) Amendment No. 1 to Collateral Agency and
Intercreditor Agreement, dated as of
September 14, 1992, by and among, among
others, the Company, the Banks and the Agent.
(e) Form of Amendment No. 2 to Collateral Agency
and Intercreditor Agreement, by and among,
among others, the Company, the Banks and the
Agent.**
(f) Second Amendment to Amended and Restated
Revolving Credit Agreement by and among the
Company, the Banks and the Agent.
(g) Third Amendment to Amended and Restated
Revolving Credit Agreement by and among the
Company, the Bank and the Agent.
4.6 Instruments Relating to AEI's and the Company's
Obligations Arising in Connection with the
Issuance of General Obligation Bonds by Harrison
County, Mississippi
(a) Loan Agreement dated April 1, 1991 between
Harrison County, Mississippi and AEI,
pursuant to which AEI is obligated to repay
$3 million in order to fund the County's bond
payment obligations.*
(b) Guaranty Agreement dated April 1, 1991
between the Company, Harrison County,
Mississippi and the State of Mississippi.*
4.7 Instruments Relating to the Company's $36.25
Million Industrial Revenue Bond Financing
(a) Installment Sales Agreement dated July 1,
1981 between the Company and the Board of
Commissioners of the Port of New Orleans (the
"Port"), and the First Supplement thereto
dated June 1, 1983, pursuant to which lease
payments of the Company are utilized to fund
payments by the Port arising under industrial
revenue bonds issued by the Port in the
aggregate principal amount of $36.25 million
under an indenture and supplemental indenture
dated July 1, 1981 and June 1, 1983,
respectively.*
(b) Reimbursement Agreement dated June 1, 1983
between the Company and Manufacturers Hanover
Trust Company.*
(c) First Supplemental Guaranty Agreement dated
June 1, 1983 by and between Ogden Management
Corporation and First National Bank of
Commerce (See Exhibit 10.5(g)).
4.8 Instruments Relating to the Company's $14 Million
Line of Credit
(a) Amended and Restated Revolving Credit
Agreement dated April 16, 1992 between the
Company and Whitney National Bank, providing
for a $14 million line of credit (filed with
the Commission as Exhibit 4.9(a) to the
Company's amended Annual Report on Form 10-K
for the year ended December 31, 1991
(Commission File No. 0-16572) and
incorporated herein by reference).
(b) Form of First Amendment to Amended and
Restated Revolving Credit Agreement, by and
between the Company and Whitney National
Bank.**
10.1 Contracts With The United States Navy
(a) Agreement dated June 28, 1985, by and between
the Company and the United States of America
(Contract No. N00024-85-C-2131) for the
construction of T-AO 187 Class Oiler Ships
and various modifications thereto (filed with
the Commission on February 16, 1988 as
Exhibit 10.2 to the Company's Registration
Statement on Form S-1 (Registration No. 33-
20145) and incorporated herein by reference),
including modification P00005 thereto entered
into on June 16, 1988, and the related
Acknowledgement of Transfer and Transfer
Agreement relating to the Company's agreement
to assume certain of the rights and
obligations to build two such vessels under
an Agreement dated May 6, 1985, by and
between Pennsylvania Shipbuilding Co. and the
United States of America (filed with the
Commission on March 6, 1989 as Exhibit 10.2
to the Company's Registration Statement on
Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(b) Agreement dated June 20, 1988, by and between
the Company and the United States of America
(Contract No. N00024-88-C-2050) for the
construction of T-AO 187 Class Oiler Ships
and various modifications thereto (filed with
the Commission on March 6, 1989 as Exhibit
10.5 to the Company's Registration Statement
on Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(b)(1)Modification P00036 to Contract No. N00024-
88-C-2050.
(c) Agreement dated November 21, 1983, by and
between the Company and the United States of
America (Contract No. N00024-84-C-2027) for
the construction of LSD-41 Class Landing Ship
Dock vessels and various modifications
thereto (filed with the Commission on
February 16, 1988 as Exhibit 10.3 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference).
(d) Agreement dated June 17, 1988, by and between
the Company and the United States of America
(Contract No. N00024-88-C-2048) for the
construction of LSD-41 Class Landing Ship
Dock vessels and modification nos. P00001 and
P00002 thereto (filed with the Commission on
March 6, 1989 as Exhibit 10.6 to the
Company's Registration Statement on Form S-1
(Registration No. 33-27342) and incorporated
herein by reference) and modification nos.
P00008 and P00013 thereto.*
(d)(1)Modification P00029 to Contract No. N00024-
88-C-2048.
(e) Agreement dated July 15, 1988, by and between
the Company and the United States of America
(Contract No. N00024-88-C-2221) for the
conversion of AO-177 Class Oilers to AO-177
Jumbo Class and various modifications thereto
(filed with the Commission on March 6, 1989
as Exhibit 10.4 to the Company's Registration
Statement on Form S-1 (Registration No. 33-
27342) and incorporated herein by reference).
(f) Agreement dated December 13, 1988, by and
between AGM and the United States of America
(Contract No. N00024-89-C-2110) for the
construction of three LCACs (filed with the
Commission on March 6, 1989 as Exhibit 10.7
to the Company's Registration Statement on
Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(g) Agreement dated July 1, 1987, by and between
Lockheed Shipbuilding Company and the United
States of America (Contract No. N00024-87-C-
2089) for the construction of seven LCACs
(assumed by AGM in 1988) (filed with the
Commission on March 6, 1989 as Exhibit 10.8
to the Company's Registration Statement on
Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(h) Agreement dated October 3, 1989, by and
between the Company and the United States of
America (Contract No. N00024-89-C-2162) for
the construction of one MHC Class 51 ship and
various modifications thereto (filed with the
Commission on March 30, 1990 as Exhibit 10.41
to the Company's Annual Report on Form 10-K
(Commission File Number 0-16572) and
incorporated herein by reference).
(h)(1)Modification P00020 to Contract No. N00024-
89-2162.
(i) Agreement dated August 2, 1990, by and
between the Company and the United States of
America (Contract No. N00024-90-C-2304) for
the construction of one MHC Class 51 ship
(filed with the Commission on March 29, 1991
as Exhibit 10.40 to the Company's Annual
Report on Form 10-K (Commission File Number
0-16572) and incorporated herein by
reference) and modification no. P00002
thereto.
(i)(1)Modification P00013 to Contract No. N00024-
90-C-2304.
(j) Agreement dated November 30, 1990, by and
between the Company and the United States of
America (Contract No. N00024-90-C-2307) for
the construction of one T-AGS 45 ship and
various modifications thereto (filed with the
Commission on March 29, 1991 as Exhibit 10.41
to the Company's Annual Report on Form 10-K
(Commission File Number 0-16572) and
incorporated herein by reference).
(k) Memorandum of Agreement between Avondale
Industries, Inc. and the United States of
America, Department of the Navy dated April
9, 1992.**
(l) Contract modifications to Implement the
Decision Granting P.L. 85-804 Relief.**
(m) Agreement dated July 15, 1993, by and between
the Company and the United States of America
(Contract No. N00024-93-C-2300) for the
construction of one WAGB 20 Coast Guard Polar
Icebreaker ship, Amemdment 0001 and
Modification nos. P00001 and P00013 thereto
(filed with the Commission on August 16, 1993
as exhibit 99.2 to the Company's Quarterly
Report on Form 10-Q (Commission File Number
0-16572) and incorporated herein by
reference).
(n) Agreement dated September 3, 1993, by and
between the Company and the United States of
America (Contract No. N00024-93-C-2205) for
the construction of one T-AKR 300 Class
Strategic Sealift ship, various Amendments
and Modifications nos. P00001, P00003 and
P00004 thereto.
(o) Agreement dated October 12, 1993, by and
between the Company and the United States of
America (Contract No. N00024-94-C-2200) for
the construction of one LSD 41 Class Landing
Ship Dock.
10.2 Other Operating Contracts
(a) Agreement dated June 17, 1985, by and between
the Company and Ebasco Constructors Inc. for
the construction of the Vidalia Hydroelectric
Project (filed with the Commission on
February 16, 1988 as Exhibit 10.4 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference).
(b) Agreement dated May 17, 1989, by and between
Avondale Industries of New York, Inc. and the
City of New York Department of Correction for
the design and construction of an 800-bed
detention facility and shore-side pier site
(filed with the Commission on March 30, 1990
as Exhibit 10.39 to the Company's Annual
Report on Form 10-K (Commission File Number
0-16572) and incorporated herein by
reference), as amended by (i) Amendment Nos.
1 through 4) and (ii) a letter modification
effected through Change Order 90 dated
December 31, 1990 and executed February 15,
1991.
(c) Agreement dated July 10, 1991 by and between
Crawford Technical Services, Inc. and the
Dallas Area Rapid Transit Authority, and the
supplement thereto, relating to providing
operational and maintenance services for
paratransit van services for the Dallas,
Texas metropolitan area.*
(d) Agreement dated January 28, 1991, by and
between Crawford Technical Services, Inc. and
the United States of America and various
modifications thereto (Contract No. FO3602-
91-C0007) relating to providing maintenance
services with respect to family housing units
located in a Little Rock, Arkansas air force
base.*
10.3 Employee Benefit Plans
(a) The Company's Amended and Restated
Performance Share Plan dated April 24, 1989
(filed with the Commission on November 8,
1989 as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 and Form
S-3 (Registration No. 33-31984) and
incorporated herein by reference).
(b) The Company's Amended and Restated Stock
Appreciation Plan and attachments thereto
dated April 24, 1989 (filed with the
Commission on November 8, 1989 as Exhibit 4.4
to the Company's Registration Statement on
Form S-8 and Form S-3 (Registration No. 33-
31984) and incorporated herein by reference).
(c) The Company's Amended and Restated Employee
Stock Ownership Plan and the Related Trust
Agreement (which trust agreement was filed
with the Commission on February 16, 1988 as
Exhibit 10.8 to the Company's Registration
Statement on Form S-1 (Registration No. 33-
20145) and incorporated herein by reference).
(d) The Company's Pension Plan and Amendment Nos.
1 and 2 (filed with the Commission on
February 16, 1988 as Exhibit 10.7 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference).
(e) The Company's Restated Supplemental Pension
Plan (filed with the Commission on February
16, 1988 as Exhibit 10.9 to the Company's
Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference) and Amendment Nos. 1 and
2 thereto.*
(f) The Company's Excess Retirement Plan.*
(g) Executive Group Insurance Benefits Plan
specifying the excess insurance benefits
provided to the Company's executive officers
and certain other key personnel, and a
summary description of health, accidental
death and dismemberment, disability and life
insurance benefits made available to
employees of Avondale Services Corporation.*
(h) The Company's Directors' Deferred
Compensation Plan.*
10.4 Employment Agreements
(a) Employment Agreement dated September 27,
1985, by and between the Company and Albert
L. Bossier, Jr. (filed with the Commission on
February 16, 1988 as Exhibit 10.11 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference), the term of which has
been extended such that its current term
extends through December 31, 1996.
(b) Employment Agreement dated June 18, 1987, by
and between the Company and Thomas M. Kitchen
(filed with the Commission on February 16,
1988 as Exhibit 10.12 to the Company's
Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference), the term of which has
been extended such that its current term
extends through December 31, 1996.
(c) Employment Agreement dated June 18, 1987, by
and between the Company and Kenneth B. Dupont
(filed with the Commission on February 16,
1988 as Exhibit 10.14 to the Company's
Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference), the term of which has
been extended such that its current term
extends through December 31, 1996.
10.5 Agreements with Former Corporate Parent
(a) Form of Amended and Restated Preferred Stock
Purchase Agreement by and between the Company
and Ogden Corporation ("Ogden").
(b) Tax Sharing Agreement dated September 24,
1985, by and between the Company and Ogden
(filed with the Commission on
February 16, 1988 as Exhibit 10.15 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference).
(c) Settlement Agreement dated September 15,
1986, by and among the Company, Ogden and
Ogden American Corporation resolving disputes
arising out of the Preferred Stock Dividend
Agreement dated September 24, 1985 (filed
with the Commission on February 16, 1988 as
Exhibit 10.17 to the Company's Registration
Statement on Form S-1 (Registration No. 33-
20145) and incorporated herein by reference).
(d) Agreement dated September 15, 1986, by and
between the Company and Ogden resolving
certain disputes (filed with the Commission
on February 16, 1988 as Exhibit 10.18 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference).
(e) Letter Agreement dated August 11, 1986, by
and between the Company and Ogden relating to
retrospective insurance adjustments (filed
with the Commission on February 16, 1988 as
Exhibit 10.19 to the Company's Registration
Statement on Form S-1 (Registration No. 33-
20145) and incorporated herein by reference).
(f) Guaranty Agreement dated October 1, 1982, by
and between Ogden Management Corporation and
First National Bank of Commerce, as Trustee,
pursuant to which Ogden Management
Corporation has guaranteed certain of the
Company's obligations arising in connection
with the issuance of the industrial revenue
bonds referenced in Exhibit 10.7(e) (filed
with the Commission on February 16, 1988 as
Exhibit 10.20 to the Company's Registration
Statement on Form S-1 (Registration No. 33-
20145) and incorporated herein by reference).
(g) First Supplemental Guaranty Agreement dated
June 1, 1983, by and between Ogden Management
Corporation and First National Bank of
Commerce, as Trustee, pursuant to which Ogden
Management Corporation has guaranteed certain
of the Company's obligations arising in
connection with the issuance of the
industrial revenue bonds referenced in
Exhibit 4.8(a) (filed with the Commission on
February 16, 1988 as Exhibit 10.21 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference).
(h) Common Stock Purchase Agreement dated as of
September 27, 1985, by and between Ogden
American Corporation and the trustees of the
Avondale Industries, Inc. Employee Stock
Ownership Trust (filed with the Commission on
March 30, 1988 as Exhibit 10.29 to Amendment
No. 1 to the Company's Registration Statement
on Form S-1 (Registration No. 33-20145) and
incorporated herein by reference).
10.6 Acquisition and Disposition Agreements
(a) Asset Purchase Agreement dated January 27,
1987 by and between the Company and Connell
Industries, L.P. (filed with the Commission
on February 16, 1988 as Exhibit 10.1 to the
Company's Registration Statement on Form S-1
(Registration No. 33-20145) and incorporated
herein by reference).
(b) Purchase Agreement dated June 22, 1988, by
and between AGM, Lockheed Shipbuilding
Company and Lockheed Corporation (filed with
the Commission on March 6, 1989 as Exhibit
10.32 to the Company's Registration Statement
on Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(c) Stock Purchase Agreement dated February 15,
1991, by and between Avondale Technical
Services, Inc. and Oliver R. Crawford
relating to the purchase of Crawford
Technical Services, Inc.*
(d) Asset Purchase Agreement dated November 20,
1992 between the Company and Bollinger
Machine Shop & Shipyard, Inc., a Louisiana
corporation (without exhibits).
10.7 Lease Agreements
(a) Lease Agreement dated as of April 1, 1977, by
and between Harrison County, Mississippi (the
"County") and Pay Line Product Distribution
Company relating to the lease of property in
Gulfport, Mississippi currently used by AGM
(assigned to Lockheed Shipbuilding Company on
January 30, 1986 and to AGM in 1988),
pursuant to which lease payments of AGM are
utilized to fund payments by the County
arising under industrial development revenue
bonds issued by the County in the principal
amount of approximately $3.2 million under an
indenture dated April 1, 1977 (filed with the
Commission on March 6, 1989 as Exhibit 10.35
to the Company's Registration Statement on
Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(b) Lease Agreement dated June 24, 1988, by and
between the Company and the Board of
Commissioners of the Port of New Orleans
relating to the lease of property in Algiers,
Louisiana used by the Company's Algiers yard,
and amendment thereto (filed with the
Commission on March 6, 1989 as Exhibit 10.36
to the Company's Registration Statement on
Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(c) Lease Agreement dated June 4, 1979, by and
between the Company and Marrero Land and
Improvement Association, Ltd. relating to the
lease of property in Avondale, Louisiana used
by the Company's main shipyard (filed with
the Commission on March 6, 1989 as Exhibit
10.37 to the Company's Registration Statement
on Form S-1 (Registration No. 33-27342) and
incorporated herein by reference).
(d) Adoption Agreement dated July 22, 1988, by
and between the Company and Missouri Pacific
Railroad Company, as supplemented on the date
thereof, relating to the lease of property in
Westwego, Louisiana used by the Company's
Westwego yard (filed with the Commission on
March 6, 1989 as Exhibit 10.38 to the
Company's Registration Statement on Form S-1
(Registration No. 33-27342) and incorporated
herein by reference).
(e) Lease of Commercial Property dated June 25,
1990 by and between ATS and Dr. Charles
Wasserman and Mr. Leopold Mendler relating to
the lease of office space in Metairie,
Louisiana by ATS.*
(f) Lease of Commercial Property dated July 1,
1970 by and between the Company and Metal
Building Products Co., Inc., which has been
extended on a month-by-month basis since June
30, 1989.*
10.8 Other Material Agreements
(a) Registration Rights Agreement between the
Company and the ESOP (included in Exhibit
10.5(h)).
(b) Registration Rights Agreement between the
Company and the participants in the Amended
and Restated Performance Share Plan (included
in Exhibit 10.3(a)).
(c) License dated October 13, 1989 by and between
the Company and Intermarine S.p.A. relating
to the license of molded, glass-reinforced
polyester hull construction technology.*
21 List of subsidiaries of the Company.
23 Consent of Deloitte & Touche
__________
* filed with the Commission as exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1991
(Commission File No. 0-16572) and incorporated herein by
reference.
** filed with the Commission as exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992
(Commission File No. 0-16572) and incorporated herein by
reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three
month period ended December 31, 1993.
<PAGE>
<TABLE>
<CAPTION>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES SCHEDULE V
PROPERTY, PLANT AND EQUIPMENT
(In Thousands)
Column A Column B Column C Column D Column E Column F
Other
Balance Changes
at Beginning Additions Add Balance at
Description of Year at Cost Retirements (Deduct) End of Year
___________________________________________________________________________________________________________________________
<FN1>
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1993:
Land................................... $11,795 $20 ($2,841) $350 $9,324
Buildings and Improvements............. 49,049 1,895 (1,626) (3,156) 46,162
Machinery and Equipment................ 179,996 948 (7,642) 154 173,456
________ _________ _________ ________ _________
Total........................ $240,840 $2,863 ($12,109) ($2,652) $228,942
======== ========= ========= ======== =========
FOR THE YEAR ENDED DECEMBER 31, 1992:
Land................................... $12,595 ($800) $11,795
Buildings and Improvements............. 48,872 $282 ($5) (100) 49,049
Machinery and Equipment................ 178,541 1,939 (484) 179,996
________ _________ _________ ________ _________
Total........................ $240,008 $2,221 ($489) ($900) $240,840
======== ========= ========= ======== =========
FOR THE YEAR ENDED DECEMBER 31, 1991:
Land................................... $13,345 ($750) $12,595
Buildings and Improvements............. 46,804 $2,373 ($5) (300) 48,872
Machinery and Equipment................ 174,840 4,831 (486) (644) 178,541
________ _________ _________ ________ _________
Total........................ $234,989 $7,204 ($491) ($1,694) $240,008
======== ========= ========= ======== =========
</TABLE>
_____________________
<FN1> Writedowns of non-operating assets and reclassifications.
<PAGE>
<TABLE>
<CAPTION>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES SCHEDULE VI
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
(In Thousands)
Column A Column B Column C Column D Column E Column F
Additions Other
Balance at Charged to Changes
Description Beginning of Costs and Add Balance at
Year Expenses Retirements (Deduct) End of Year
_____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1993:
Buildings and improvements............. $13,405 $1,774 ($704) $14,475
Machinery and equipment................ 84,131 9,016 (4,175) ($47) 88,925
________ ________ ________ _______ _________
Total........................ $97,536 $10,790 ($4,879) ($47) $103,400
======== ======== ======== ======= =========
=======
FOR THE YEAR ENDED DECEMBER 31, 1992:
Buildings and improvements............. $11,495 $1,871 ($5) $44 $13,405
Machinery and equipment................ 74,972 9,423 (224) (40) 84,131
________ ________ ________ _______ _________
Total........................ $86,467 $11,294 ($229) $4 $97,536
======== ======== ======== ======= =========
FOR THE YEAR ENDED DECEMBER 31, 1991:
Buildings and improvements............. $9,747 $1,748 $11,495
Machinery and equipment................ 66,095 9,464 ($587) 74,972
________ ________ ________ _______ _________
Total........................ $75,842 $11,212 ($587) $0 $86,467
======== ======== ======== ======= =========
</TABLE>
__________________
<FN1> Reclassifications and transfers.
<PAGE>
<TABLE>
<CAPTION>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIE SCHEDULE IX
SHORT-TERM BORROWINGS
(In Thousands)
Column A Column B Column C Column D Column E Column F
Weighted
Maximum Average Average
Weighted Amount Amount Interest
Balance Average Outstanding Outstanding Rate
Category of Aggregate at End Interest During the During the During the
Short-term Borrowings of Period Rate Period<FN2> Period<FN3> Period<FN4>
_________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1993:
Amounts payable to banks for
borrowings...........................
FOR THE YEAR ENDED DECEMBER 31, 1992:
Amounts payable to banks for
borrowings...........................
FOR THE YEAR ENDED DECEMBER 31, 1991:
Amounts payable to banks for
borrowings<FN1>...................... $58,527 7.00% $64,529 $49,595 8.24%
</TABLE>
________________________
<FN1> Amounts payable to banks represent secured borrowings at December 31,1991
under revolving credit and line of credit agreements which provide for
interest at fluctuating annual rates.
<FN2> The maximum amount outstanding during the year represents the maximum
amount at any month end.
<FN3> The average amount outstanding is equal to the average daily outstanding
balance.
<FN4> The weighted average interest rate is the actual interest on short-term
debt divided by the average short-term debt outstanding.
<PAGE>
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES SCHEDULE X
SUPPLEMENTAL INCOME STATEMENT INFORMATION
(In Thousands)
COLUMN A COLUMN B
CHARGED TO COSTS
ITEM <FN1> AND EXPENSES
_______________________________________________________________________________
FOR THE YEAR ENDED DECEMBER 31, 1993
Maintenance and repairs................................... $16,763
FOR THE YEAR ENDED DECEMBER 31, 1992
Maintenance and repairs................................... $19,209
FOR THE YEAR ENDED DECEMBER 31, 1991:
Maintenance and repairs................................... $19,927
____________________________
<FN1> Items not shown above have been omitted because they do not exceed 1% of
total revenues.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 30, 1994.
AVONDALE INDUSTRIES, INC.
By: /s/ Albert L. Bossier, Jr.
_________________________________
Albert L. Bossier, Jr.
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
_________ _____ ____
<S> <C> <C>
/s/ Albert L. Bossier, Jr. Chairman of the Board, March 30, 1994
____________________________ President and Chief Executive
Albert L. Bossier, Jr. Officer
/s/ Thomas M. Kitchen Vice President, Chief Finanical March 30, 1994
____________________________ Officer, Corporate Secretary
Thomas M. Kitchen and a Director
/s/ Kenneth B. Dupont Vice President and a Director March 30, 1994
____________________________
Kenneth B. Dupont
/s/ Anthony J. Correro, III Director March 30, 1994
____________________________
Anthony J. Correro, III
/s/ William A. Harmeyer Director March 30, 1994
____________________________
William A. Harmeyer
/s/ Hugh A. Thompson Director March 30, 1994
____________________________
Hugh A. Thompson
/s/ Bruce L. Hicks Controller and Treasurer March 30, 1994
____________________________
Bruce L. Hicks
</TABLE>
<PAGE>
BY-LAWS
OF
AVONDALE INDUSTRIES, INC.
(as adopted on March 20, 1990)
(Section 3.1 of which was amended on April 3, 1992)
SECTION I
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located at 5100 River Road, Avondale, Louisiana 70094.
1.2 ADDITIONAL OFFICES. The Corporation may have such offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.
SECTION 2
SHAREHOLDERS MEETINGS
2.1 PLACE OF MEETINGS. Unless otherwise required by law or these By-laws,
all meetings of the shareholders shall be held at the principal office of the
Corporation or at such other place, within or without the State of Louisiana, as
may be designated by the Board of Directors.
2.2 ANNUAL MEETINGS; NOTICE THEREOF. An annual meeting of the
shareholders shall be held on the fourth Monday of April in each year, at 10:00
a.m., or at such other date or at such other time specified as the Board of
Directors shall designate, for the purpose of electing directors and for the
transaction of such other business as may be properly brought before the
meeting. If no annual shareholders' meeting is held for a period of eighteen
months, any shareholder may call such meeting to be held at the registered
office of the Corporation as shown on the records of the Secretary of State of
Louisiana.
2.3 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, may be called by the Chairman of the Board, Chief Executive
Officer and President or the Board of Directors. At any time, upon the written
request of any shareholder or group of shareholders holding in the aggregate
at least 80% of the Total Voting Power (such term to have the same meaning in
these By-laws as is assigned in Article III of the Articles of Incorporation),
the Secretary shall call a special meeting of shareholders to be held at the
registered office of the Corporation at such time as the Secretary may fix,
not less than fifteen nor more than sixty days after the receipt of said
request, and if the Secretary shall neglect or refuse to fix such time or to
give notice of the meeting, the shareholder or shareholders making the request
may do so. Such request must state the specific purpose or purposes of the
proposed
<PAGE>
special meeting and the business to be conducted thereat shall be limited to
such purpose or purposes.
2.4 NOTICE OF MEETINGS. Except as otherwise provided by law, the
authorized person or persons calling a shareholders' meeting shall cause written
notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting, at least ten days and not more
than sixty days prior to the day fixed for the meeting. Notice of the annual
meeting need not state the purpose or purposes thereof, unless action is to be
taken at the meeting as to which notice is required by law or the By-laws.
Notice of a special meeting shall state the purpose or purposes thereof, and the
business conducted at any special meeting shall be limited to the purpose or
purposes stated in the notice.
2.5 LIST OF SHAREHOLDERS. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such shareholder on
the record date for the meeting, shall be produced on the request of any
shareholder.
2.6 QUORUM. At all meetings of shareholders, the holders of a majority of
the Total Voting Power shall constitute a quorum provided that this subsection
shall not have the effect of reducing the vote required to approve or affirm any
matter that may be established by law, the Articles of Incorporation or these
By-laws.
2.7 VOTING. When a quorum is present at any meeting, the vote of the
holders of a majority of the Voting Power (as defined in Article III of the
Articles of Incorporation) present in person or represented by proxy shall
decide each question brought before such meeting, unless the question is one
upon which, by express provision of law or the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Directors shall be elected by
plurality vote.
2.8 PROXIES. At any meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy appointed by
an instrument in writing subscribed by such shareholder and bearing a date not
more than eleven months prior to the meeting, unless the instrument provides for
a long period, but in no case will an outstanding proxy be valid for longer than
three years from the date of its execution, provided that in no event may a
proxy be voted at a meeting called pursuant to La. R.S. 12:138 unless it is
executed and dated by the shareholder within 30 days of the date of such
meeting. The person appointed as proxy need not be a shareholder of the
Corporation.
2.9 ADJOURNMENTS. Adjournments of any annual or special meeting of
shareholders may be taken without new notice being given unless a new record
date is fixed for the adjourned meeting, but any meeting at which directors are
to be elected shall be adjourned only from day to day until such directors shall
have been elected.
-2-
<PAGE>
2.10 WITHDRAWAL. If a quorum is present or represented at a duly
organized meeting, such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum as fixed in Section 2.6 of these By-laws, or the refusal of any
shareholders present to vote.
2.11 LACK OF QUORUM. If a meeting cannot be organized because a quorum has
not attended, those present may adjourn the meeting to such time and place as
they may determine, subject, however, to the provisions of Section 2.9 hereof.
In the case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than a quorum as
fixed in Section 2.6 hereof, shall nevertheless constitute a quorum for the
purpose of electing directors.
2.12 PRESIDING OFFICER. The Chairman of the Board, Chief Executive Officer
and President or in his absence, a chairman designated by the Board of
Directors, shall preside at all shareholders' meetings.
2.13 DEFINITION OF SHAREHOLDER. As used in these By-laws, and unless the
context otherwise requires, the term shareholder shall mean a person who is (i)
the record holder of shares of the Corporation's voting stock or (ii) a
registered holder of any bonds, debentures or similar obligations granted voting
rights by the Corporation pursuant to La. R.S. 12:75A.
SECTION 3
DIRECTORS
3.1 NUMBER. All of the corporate powers shall be vested in, and the
business and affairs of the Corporation shall be managed by, a Board of
Directors. Except as otherwise fixed by or pursuant to Article III of the
Articles of Incorporation (as it may be duly amended from time to time) relating
to the rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect, by class
vote, additional directors under particular circumstances, the Board of
Directors shall consist of six natural persons, provided that, if after proxy
materials for any meeting of shareholders at which directors are to be elected
are mailed to shareholders any person or persons named therein to be nominated
at the direction of the Board of Directors becomes unable or unwilling to serve,
the foregoing number of authorized directors shall be automatically reduced by a
number equal to the number of such persons unless the Board of Directors, by a
majority vote of the entire Board, selects an additional nominee. The Board of
Directors may, by a two-thirds vote, amend this Section 3.1 to increase or
decrease the number of directors, provided that no amendment to this Section to
decrease the number of directors shall shorten the term of any incumbent
director. No director need be a shareholder. The Secretary shall have the power
to certify at any time as to the number of directors authorized and as to the
class to which each director has been elected or assigned.
-3-
<PAGE>
3.2 POWERS. The Board may exercise all such powers of the Corporation and
do all such lawful acts and things which are not by law, the Articles of
Incorporation or these By-laws directed or required to be done by the
shareholders.
3.3 CLASSES. The Board of Directors, other than those directors who may
be elected by the holders of any class or series of stock having preference over
the Common Stock as to dividends or upon liquidation, shall be divided into
three classes as nearly equal in number as may be, with the initial term of
office of Class I expiring at the first annual meeting of shareholders occurring
more than nine months after the incorporation of the Corporation, of Class II
expiring at the first succeeding annual meeting of shareholders and of Class III
expiring at the second succeeding annual meeting of shareholders. Any increase
or decrease in the number of directors shall be apportioned by the Board of
Directors so that all classes of directors shall be as nearly equal in number as
can be.
3.4 GENERAL ELECTION. At each annual meeting of shareholders, directors
shall be elected to succeed those directors whose terms then expire. Such newly
elected directors shall serve until the third succeeding annual meeting of
shareholders after their election and until their successors are elected and
qualified. A director elected to fill a vacancy shall hold office for a term
expiring at the annual meeting at which the term of the class to which he shall
have been elected expires. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
3.5 VACANCIES. Except as otherwise provided in the Articles of
Incorporation or these By-laws (a) the office of a director shall become vacant
if he dies, resigns or is removed from office and (b) the Board of Directors may
declare vacant the office of a director if he (i) is interdicted or adjudicated
an incompetent, (ii) is adjudicated a bankrupt, (iii) in the sole opinion of the
Board of Directors becomes incapacitated by illness or other infirmity so that
he is unable to perform his duties for a period of six months or longer, or (iv)
ceases at any time to have the qualifications required by law, the Articles of
Incorporation or these By-laws.
3.6 FILLING VACANCIES. In the event of a vacancy (including any vacancy
resulting from an increase in the authorized number of directors, or from
failure of the shareholders to elect the full number of authorized directors)
the remaining directors, even though not constituting a quorum, may fill any
vacancy on the Board for the unexpired term by a vote of at least two-thirds of
the directors remaining in office at any time that there is no Related Person
(as such term is defined in Article V.A.2 of the Articles of Incorporation) and
a two-thirds vote of all Continuing Directors who remain in office at any time
there is a Related Person, provided that the shareholders shall have the right,
at any special meeting called for the purpose prior to such action by the Board,
to fill the vacancy.
3.7 DIRECTORS ELECTED BY PREFERRED SHAREHOLDERS. Notwithstanding anything
in the foregoing to the contrary, whenever the holders of any one or more
series of preferred stock of the Corporation shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
provisions of Article III of the Articles of Incorporation (as it may be
-4-
<PAGE>
duly amended from time to time) fixing the rights and preferences of such
preferred stock shall govern with respect to the election, removal, vacancies
or other related matters with respect to such directors.
3.8 NOTICE OF SHAREHOLDER NOMINEES. Only persons who are nominated in
accordance with the procedures set forth in this Section 3.8 shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders by or at
the direction of the Board of Directors or by a shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 3.8. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered or mailed and received at the
principal executive offices of the Corporation not less than 45 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 55 days notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder to be timely must be
received no later than the close of business on the 10th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice shall set forth the following:
a. as to each person whom the shareholder proposes to nominate for
election or re-election as a director (i) the name, age, business address
and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
capital stock of the Corporation of which such person is the beneficial
owner (determined in accordance with Article V.A.2 of the Articles of
Incorporation) and (iv) any other information relating to such person
that would be required to be disclosed in solicitations of proxies for
election of directors, or would be otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as a
director if elected); and
b. as to the shareholder giving the notice (i) the name and address
of such shareholder and (b) the class and number of shares of the capital
stock of the Corporation of which such shareholder is the beneficial owner
(determined in accordance with Article V.A.2 of the Articles of
Incorporation) . If requested in writing by the Secretary the Corporation
at least 15 days in advance of the meeting, such shareholder shall disclose
to the Secretary, within 10 days of such request, whether such person is
the sole beneficial owner of the shares held of record by him; and, if not,
the name and address of each other person known by the shareholder of
record to claim a beneficial interest in such shares.
At the request of the Board of Directors, any person nominated by or at the
direction of the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation that
-5-
<PAGE>
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee. If a shareholder seeks to nominate one or more
persons as directors, the Secretary shall appoint two Inspectors, who shall
not be affiliated with the Corporation, to determine whether a shareholder has
complied with this Section 3.8. If the Inspectors shall determine that a
shareholder has not complied with this Section 3.8, the Inspectors shall
direct the Chairman of the meeting to declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the Articles of
Incorporation or these By-laws; and the Chairman shall so declare to the
meeting and the defective nomination shall be disregarded.
The provisions of this Section 3.8 shall not apply to the election of any
directors which the holders of preferred stock of the Corporation, voting
separately as a class, may be entitled to elect.
3.9 COMPENSATION OF DIRECTORS. Directors as such, shall receive such
compensation for their services as may be fixed by resolution of the Board of
Directors and shall receive their actual expenses of attendance, if any, for
each regular or special meeting of the Board; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 4
MEETINGS OF THE BOARD
4.1 PLACE OF MEETINGS. The meetings of the Board of Directors may be held
at such place within or without the State of Louisiana as a majority of the
directors may from time to time appoint.
4.2 INITIAL MEETINGS. The first meeting of each newly elected Board shall
be held immediately following the shareholders' meeting at which the Board is
elected and at the same place as such meeting, and no notice of such first
meeting shall be necessary for the newly elected directors in order legally to
constitute the meeting.
4.3 REGULAR MEETINGS; NOTICE. Regular meetings of the Board may be held
at such times as the Board may from time to time determine. Notice of regular
meetings of the Board of Directors shall be required, but no special form of
notice or time of notice shall be necessary.
4.4 SPECIAL MEETINGS; NOTICE. Special meetings of the Board may be called
by the Chairman of the Board, Chief Executive Officer and President on
reasonable notice given to each director, either personally or by telephone,
mail or by telegram. Special meetings shall be called by the Chairman of the
Board, Chief Executive Officer and President, or the Secretary in like manner
and on like notice on the written request of a majority of the directors and
if such officers fail or refuse, or are unable within 24 hours to call a
meeting when requested, then the directors making the request may call the
meeting on two days' written notice given to each director. The notice of a
special meeting of directors need not state its purpose or purposes, but
-6-
<PAGE>
if the notice states a purpose or purposes and does not state a further
purpose to consider such other business as may properly come before the
meeting, the business to be conducted at the special meeting shall be limited
to the purposes stated in the notice.
4.5 WAIVER OF NOTICE. Directors present at any regular or special meeting
shall be deemed to have received due, or to have waived, notice thereof,
provided that a director who participates in a meeting by telephone (as
permitted by Section 4.9 hereof) shall not be deemed to have received or waived
due notice if, at the beginning of the meeting, he objects to the transaction
of any business because the meeting is not lawfully called.
4.6 QUORUM. A majority of the Board shall be necessary to constitute a
quorum for the transaction of business, and except as otherwise provided by law
or the Articles of Incorporation or these By-laws, the acts of a majority of the
entire Board of Directors at a meeting at which a quorum is present shall be the
acts of the Board. If a quorum is not present at any meeting of the Board of
Directors, the directors present may adjourn the meeting from time to time
without notice other than announcement at the meeting, until a quorum is
present.
4.7 WITHDRAWAL. If a quorum is present when the meeting convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 4.6 hereof, until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum
as fixed in Section 4.6 hereof or the refusal of any director present to vote.
4.8 ACTION BY CONSENT. Any action which may be taken at a meeting of the
Board or any committee thereof, may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the case may be, and
filed with the records of proceedings of the Board or Committee.
4.9 MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATION. Members of the Board
may participate at and be present at any meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment if
all persons participating in such meeting can hear and communicate with each
other.
SECTION 5
COMMITTEES OF THE BOARD
5.1 GENERAL. The Board may designate one or more committees, each
committee to consist of two or more of the directors of the Corporation (and one
or more directors may be named as alternate members to replace any absent or
disqualified regular members), which, to the extent provided by resolution of
the Board or the By-laws, shall have and may exercise the powers of the Board in
the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to documents, but
no such committee shall have power or authority in reference to amending the
Articles of Incorporation,
-7-
<PAGE>
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of dissolution, removing or
indemnifying directors or amending the By-laws; and unless the resolution
expressly so provides, no such committee shall have the power or authority to
declare a dividend or authorize issuance of stock. Such committee or
committees shall have such name or names as may be stated in the By-laws, or
as may be determined, from time to time, by the Board. Any vacancy occurring
in any such committee shall be filled by the Board, but the President may
designate another director to serve on the committee pending action by the
Board. Each such member of a committee shall hold office during the term of
the Board constituting it, unless otherwise ordered by the Board.
5.2 COMPENSATION COMMITTEE. The Board shall establish a Compensation
Committee consisting of two directors designated by the Chairman of the Board,
Chief Executive Officer and President. The Compensation Committee shall
determine the general compensation to be paid to employees of the Corporation.
In the event of a disagreement between two members of the Compensation Committee
which cannot in good faith be resolved, the disagreement will be resolved by the
affirmative vote of a majority of the entire Board.
5.3 AUDIT COMMITTEE. The Board shall establish an Audit Committee
consisting of at least three directors who are not officers or employees of the
Corporation or any of its affiliates. The Audit Committee shall (i) serve as a
focal point for communication between noncommittee directors, the independent
accountants, internal audit and management, as their duties relate to financial
accounting, reporting and controls, (ii) assist the Board of Directors in
fulfilling its fiduciary responsibilities as to accounting policies and
reporting practices of the Corporation and all subsidiaries and the sufficiency
of auditing relative thereto and (iii) operate as the Board's principal agent in
ensuring the independence of the Corporation's independent accountants, the
integrity of management and the adequacy of disclosure to shareholders.
5.4 STOCK AWARDS COMMITTEE. The Board shall establish a Stock Awards
Committee consisting of three directors designated by the Chairman of the Board,
Chief Executive Officer and President, none of whom shall be officers of the
Corporation. The Stock Awards Committee shall administer the Performance Share
Plan and the Stock Appreciation Plan.
SECTION 6
REMOVAL OF BOARD MEMBER
Any director or the entire Board of Directors may be removed at any time,
but only for cause (as such term is defined in Article IV.C of the Articles of
Incorporation), by the affirmative vote of not less than 80% of the Total
Voting Power, provided that the removal may only be effected at a meeting of
shareholders duly called for that purpose. The shareholders at such meeting
may proceed to elect a successor or successors for the unexpired term of the
director
-8-
<PAGE>
or directors removed. Except as provided in the Articles of Incorporation and
in this Section 6, directors shall not be subject to removal.
SECTION 7
NOTICES
7.1 FORM OF DELIVERY. Whenever under the provisions of law the Articles
of Incorporation or these By-laws notice is required to be given to any
shareholder or director, it shall not be construed to mean personal notice
unless otherwise specifically provided in the Articles of Incorporation or these
By-laws, but said notice may be given by mail, addressed to such shareholder or
director at his address as it appears on the records of the Corporation, with
postage thereon prepaid. Such notices shall be deemed to have been given at the
time they are deposited in the United States mail. Notice to a director pursuant
to Section 4.4 hereof may also be given personally or by telephone or telegram
sent to his address as it appears on the records of the Corporation.
7.2 WAIVER. Whenever any notice is required to be given by law, the
Articles of Incorporation or these By-laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. In addition, notice
shall be deemed to have been given to, or waived by, any shareholder or director
who attends a meeting of shareholders or directors in person, or is represented
at such meeting by proxy, without protesting at the commencement of the meeting
the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 8
OFFICERS
8.1 DESIGNATIONS. The officers of the corporation shall be chosen by the
directors and shall be the Chairman of the Board, Chief Executive officer and
President (with all such offices to be held by one person), a Secretary and a
Treasurer. The directors may elect one or more Vice Presidents. Any two
offices may be held by one person, provided that no person holding more than
one office may sign, in more than one capacity, any certificate or other
instrument required by law to be signed by two officers.
8.2 ADDITIONAL DESIGNATIONS. The Board of Directors may appoint such
other officers as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
8.3 TERM OF OFFICE. The officers of the Corporation shall hold office at
the pleasure of the Board of Directors. Except as otherwise provided in the
resolution of the Board of Directors electing any officer, each officer shall
hold office until the first meeting of the Board of Directors after the annual
meeting of shareholders next succeeding his or her election, and
-9-
<PAGE>
until his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Board, to the Chairman, Chief Executive Officer and President, or to the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein as acceptance of such resignation shall be necessary to make
it effective. The Board may remove any officer with or without cause at any
time, except that the removal of the Chairman of the Board, Chief Executive
Officer and President shall require the vote of at least three-fourths of the
entire Board. Any such removal shall be without prejudice to the contractual
rights of such offices, if any, with the Corporation, but the election of an
officer shall not in and of itself create contractual rights. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board at
any regular or special meeting.
8.4 THE CHAIRMAN, CHIEF EXECUTIVE OFFICER, AND PRESIDENT. The Chairman,
Chief Executive Officer and President shall have general and active
responsibility for the management of the business of the Corporation, shall be
responsible for implementing all orders and resolutions of the Board of
Directors, shall be the chief operating officer of the Corporation, and shall
supervise the daily operations of the business of the Corporation. The Chairman
of the Board shall preside at meetings of the Board of Directors and of the
shareholders.
8.5 THE VICE PRESIDENTS. The Vice Presidents (if any) in the order
specified by the Board or, if not so specified, in the order of their seniority
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall perform such other duties as
the President or the Board of Directors shall prescribe.
8.6 THE SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or President, under whose supervision he shall be. He
shall keep in safe custody the seal of the Corporation, if any, and affix the
same to any instrument requiring it.
8.7 THE TREASURER. The Treasurer shall have the custody of the
corporate funds and shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall keep a proper accounting of all receipts and disbursements
and shall disburse the funds of the Corporation only for proper corporate
purposes or as may be ordered by the Board and shall render to the President and
the Board at the regular meetings of the Board, or whenever they may require it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.
SECTION 9
-10-
<PAGE>
STOCK
9.1 CERTIFICATES. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President or a Vice President and
the Secretary or an Assistant Secretary evidencing the number and class (and
series, if any) of shares owned by him, containing such information as
required by law and bearing the seal of the Corporation. If any stock
certificate is manually signed by a transfer agent or registrar other than the
Corporation itself or an employee of the Corporation, the signature of any
such officer may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at the
date of issue.
9.2 MISSING CERTIFICATES. The President or any Vice President may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. As a condition precedent to the issuance of a new certificate or
certificates, the officers of the Corporation shall, unless dispensed with by
the President, require the owner of such lost, stolen or destroyed certificate
or certificates, or his legal representative, (i) to advertise or give the
Corporation a bond or (ii) enter into a written indemnity agreement, in each
case in an amount appropriate to indemnify the Corporation against any claim
that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
9.3 TRANSFERS. Upon surrender to the Corporation or the transfer agent
of the Corporation, of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.
SECTION 10
DETERMINATION OF SHAREHOLDERS
10.1 RECORD DATE. For the purpose of determining shareholders entitled
to notice of and to vote at a meeting, or to receive a dividend, or to receive
or exercise subscription or other rights, or to participate in a
reclassification of stock, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix in advance a
record date for determination of shareholders for such purpose, such date to
be not more than sixty days and, if fixed for the purpose of determining
shareholders entitled to notice of and to vote at a meeting, not less than ten
days, prior to the date on which the action requiring the determination of
shareholder is to be taken.
-11-
<PAGE>
10.2 REGISTERED SHAREHOLDERS. Except as otherwise provided by law, the
Corporation, and its directors, officers and agents may recognize and treat a
person registered on its records as the owner of shares, as the owner in fact
thereof for all purposes, and as the person exclusively entitled to have and
to exercise all rights and privileges incident to the ownership of such shares,
and rights under this Section shall not be affected by any actual constructive
notice which the Corporation, or any of its directors, officers or agents, may
have to the contrary.
SECTION 11
MISCELLANEOUS
11.1 DIVIDENDS. Except as otherwise provided by law or the Articles of
Incorporation, dividends upon the stock of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, property, or in shares of stock.
11.2 CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate. Signatures
of the authorized signatories may be by facsimile.
11.3 FISCAL YEAR. The fiscal year of this Corporation will be a calendar
year.
11.4 SEAL. The Board of Directors may adopt a corporate seal, which seal
shall have inscribed thereon the name of the Corporation. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. Failure to affix the seal shall not, however, affect
the validity of any instrument.
11.5 GENDER. All pronouns and variations thereof used in these By-laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to require.
SECTION 12
INDEMNIFICATION
The Corporation shall indemnify to the full extent permitted by law,
which indemnification shall include, but shall not be limited to, attorneys'
fees, any person made or threatened to be made a part to any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that such person or such person's testator or intestate is or was a
director, officer or employee of the Corporation or serves or served at the
request of the Corporation any other enterprise as a director, officer or
employee. For purposes of this By-law, the term "Corporation" shall include any
predecessor of this Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprises" shall include any
-12-
<PAGE>
corporation, partnership, joint venture, trust or employee benefit plan;
service "at the request of the Corporation" shall include service as a
director, officer or employee of the Corporation which imposes duties on, or
involves services by, such director, officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed
to be indemnifiable expenses; and action by a person with respect to an
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation.
SECTION 13
AMENDMENTS
13.1 ADOPTION OF BY-LAWS; AMENDMENTS THEREOF. By-laws of the Corporation
may be adopted only by (i) a majority of the entire Board of Directors at any
time when there is no Related Person (as defined in Article V.A.2 of the
Articles of Incorporation) or (ii) both a majority of the entire Board of
Directors and a majority of the Continuing Directors (as defined in Article
V.A.4 of the Articles of Incorporation) at any time when there is a Related
Person Article (as defined in Article V.A.2 of the Articles of Incorporation).
By-laws may be amended or repealed only by (i) a majority of the entire Board
of Directors at any time when there is no Related Person (except that any
amendment to or repeal of Section 6 of these By-laws shall require an
affirmative vote of at least three-quarters of the entire Board of Directors),
(ii) both a majority of the entire Board and a majority of the Continuing
Directors at any time when there is a Related Person (as defined in Article
V.A.2 of the Articles of Incorporation), or (iii) the affirmative vote of the
holders of at least 80% of the Total Voting Power at any regular or special
meeting of shareholders, the notice of which expressly states that the
proposed amendment or repeal is to be considered at the meeting.
13.2 RE-AMENDMENT OR RE-ADOPTION BY BOARD OF DIRECTORS. Any provision of
these By-laws amended or repealed by the shareholders may be re-amended or
re-adopted in the manner provided in Section 13.1.
13.3 NEW BY-LAWS; AMENDMENTS. Any purported amendment to these By-laws
which would add hereto a matter not covered herein prior to such purported
amendment shall be deemed to constitute the adoption of a By-law provision and
not an amendment to the By-laws.
-13-
<PAGE>
SECOND AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
Dated as of April 16, 1992
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT ("Amendment No. 2"), dated as of February 2, 1994 is entered into by
and among AVONDALE INDUSTRIES, INC., a Louisiana corporation (the "Company"),
the various financial institutions signatory hereto (collectively, the "Banks"
and, individually, a "Bank"), and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK
AGENCY, as Agent for the Banks (the "Agent"), in connection with that certain
Amended and Restated Credit Agreement dated as of April 16, 1992, among the
Company, the Agent and the Banks as amended by that certain First Amendment to
Amended and Restated Revolving Credit Agreement dated as of May 31, 1993
(collectively the "Existing Credit Agreement" and as amended by this Amendment
No. 2, the "Credit Agreement").
W I T N E S S E T H:
WHEREAS, the Company, the Banks and the Agent are parties to the
Existing Credit Agreement. Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Credit Agreement;
WHEREAS, the parties desire to amend the Existing Credit Agreement to
permit each Bank, upon delivery of notice to the Agent and the Company, to sell,
assign and transfer all of its rights and delegate all of its duties in
connection with its Commitment to one or more other Banks; and
WHEREAS, the Company, the Agent and the Banks are willing to so amend
the Existing Credit Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration (the receipt,
adequacy and sufficiency of which are hereby acknowledged), the parties hereto,
intending legally to be bound, hereby agree as follows:
Section 1. Amendment to Existing Credit Agreement. Subject to the
--------------------------------------
satisfaction of the conditions set forth in Section 3 of this Amendment No. 2,
the third sentence of the second paragraph of Section 10.7 of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"Each Bank may, upon its delivery of notice thereof to the Agent and
the Company, sell, assign and transfer all or any portion of its
rights and delegate all or a portion of its obligations in
connection with its
<PAGE>
Commitment to (a) one or more Banks or (b) the assigning Bank's
affiliates."
Section 2. Representations, Warranties and Covenants. To induce the
-----------------------------------------
Agent and the Banks to enter into this Amendment No. 2, the Company hereby
represents, warrants and covenants to the Agent and the Banks that:
2.01 Corporate Power; Authorization; Enforceable Obligations. The
-------------------------------------------------------
Company has the corporate power and authority to make, deliver and perform this
Amendment No. 2 and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment No. 2. No consent or
authorization of, filing with or other act by or in respect of any Governmental
Authority is required in connection with the execution, delivery, performance,
validity or enforceability of this Amendment No. 2, the Existing Credit
Agreement and the other Loan Documents. This Amendment No. 2, the Existing
Credit Agreement, as amended by this Amendment No. 2, and the other Loan
Documents constitute, legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms.
2.02 Obligations. The outstanding principal amount of the
-----------
Obligations on the date hereof is $13,091,114.78 (all of which constitute Letter
of Credit Outstandings), all of which obligations are validly existing and
enforceable Obligations of the Company, payable in accordance with their
respective terms, and are not subject to any defense, setoff, offset,
recoupment, reduction or counterclaim of any kind or nature.
Section 3. Conditions to Effectiveness. The amendment to the
---------------------------
Existing Credit Agreement provided in Section 1 hereto shall become effective on
the date on which the Agent shall have received, in form and substance
acceptable to the Agent and its counsel, fully executed originals of the
following documents:
(a) One or more counterparts of this Amendment No. 2 executed by
each Bank and the Company; and
(b) A consent from each of Avondale Gulfport Marine, Inc., Genco
Industries, Inc. and Genco Industries of Lufkin, Inc.
consenting to the terms of this Amendment No. 2 and
reaffirming its respective guarantee.
Section 4. Reference to and Effect on the Credit Agreement.
-----------------------------------------------
4.01 Upon the effectiveness of this Amendment No. 2, each reference
in the Existing Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein," "hereby" or words of like import shall mean and be a reference to the
Existing Credit Agreement as amended hereby, and each reference to the Credit
Agreement in any other Loan Document or Collateral Document or
2
<PAGE>
any other document, instrument or agreement executed and/or delivered in
connection with this Amendment No. 2, the Credit Agreement, the Collateral
Agency and Intercreditor Agreement (or any amendment thereto) or any Collateral
Document shall mean and be a reference to the Existing Credit Agreement as
amended hereby.
4.02 The execution, delivery and effectiveness of this Amendment
No. 2 shall not operate as a waiver of any right, power or remedy of the Agent
or the Banks under the Credit Agreement, the Loan Documents or any other
document, instrument or agreement executed in connection therewith, nor
constitute a waiver of any provision contained therein, except as specifically
set forth herein or contemplated hereby.
4.03 The terms and conditions of this Amendment No. 2 and the
Agent's and the Banks' rights and remedies pursuant to this Amendment No. 2
shall apply to all of the Obligations, and the Existing Credit Agreement, to the
extent not inconsistent with this Amendment No. 2, is hereby ratified and
confirmed. This Amendment No. 2 is an amendment of the Existing Credit
Agreement and does not constitute a novation of the Obligations.
Section 5. Governing Law and Severability. This Amendment No. 2
------------------------------
shall be governed by and construed in accordance with the internal laws (as
opposed to the conflicts of law provisions) and decisions of the State of New
York. Whenever possible, each provision of this Amendment No. 2 shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Amendment No. 2 shall be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment No. 2.
Section 6. Counterparts. This Amendment No. 2 may be executed in
------------
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
Section 7. Headings. Section headings in this Amendment No. 2 are
--------
included herein for convenience of reference only and shall not constitute a
part of this Amendment No. 2 for any other purpose.
[The remainder of this page is intentionally left blank]
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed as of the date first above written.
AVONDALE INDUSTRIES, INC.
By: /s/ Thomas M. Kitchen
---------------------------------
Name: Thomas M. Kitchen
-------------------------------
Title: VP & CFO
------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
New York Agency, as Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
THE BANKS:
---------
CANADIAN IMPERIAL BANK OF COMMERCE,
Atlanta Agency, as a Bank and as
Issuer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
CITIBANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
THE CHASE MANHATTAN BANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed as of the date first above written.
AVONDALE INDUSTRIES, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
New York Agency, as Agent
By: /s/ J. D. Westland
---------------------------------
Name: J. D. Westland
-------------------------------
Title: Authorized Signatory
------------------------------
THE BANKS:
---------
CANADIAN IMPERIAL BANK OF COMMERCE,
Atlanta Agency, as a Bank and as
Issuer
By: /s/ J. D. Westland
---------------------------------
Name: J. D. Westland
-------------------------------
Title: Authorized Signatory
------------------------------
CITIBANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
THE CHASE MANHATTAN BANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed as of the date first above written.
AVONDALE INDUSTRIES, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
New York Agency, as Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
THE BANKS:
---------
CANADIAN IMPERIAL BANK OF COMMERCE,
Atlanta Agency, as a Bank and as
Issuer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
CITIBANK, N.A.
By: /s/ Bradley I. Metz
---------------------------------
Name: Bradley I. Metz
-------------------------------
Title: Vice President
------------------------------
THE CHASE MANHATTAN BANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed as of the date first above written.
AVONDALE INDUSTRIES, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
New York Agency, as Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
THE BANKS:
---------
CANADIAN IMPERIAL BANK OF COMMERCE,
Atlanta Agency, as a Bank and as
Issuer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
CITIBANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Richard A. Bonomo
---------------------------------
Name: Richard A. Bonomo
-------------------------------
Title: Vice President
------------------------------
4
<PAGE>
CONTINENTAL BANK N.A.
By: /s/ Laurens F. Schaad, Jr.
---------------------------------
Name: Laurens F. Schaad, Jr.
-------------------------------
Title: Vice President
------------------------------
COMMERZBANK AKTIENGESELLSCHAFT
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
5
<PAGE>
CONTINENTAL BANK N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
COMMERZBANK AKTIENGESELLSCHAFT
Grand Cayman Branch
By: /s/ W. Niemeyer /s/ C. Finkel
---------------------------------
Name: W. Niemeyer C. Finkel
-------------------------------
Title: VP AT
------------------------------
5
<PAGE>
CONSENT
By the Guarantee dated as of April 16, 1992 (the "Bank Group
Guarantee"), the undersigned (the "Guarantor") guaranteed to the Secured Parties
(as defined therein), subject to the terms, conditions and limitations set forth
therein, the prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor consents to the Company's execution of the
foregoing Second Amendment to Amended and Restated Revolving Credit Agreement
and acknowledges the continued validity, enforceability and effectiveness of the
Bank Group Guarantee with respect to all loans, advances and extensions of
credit to the Company, whether heretofore or hereafter made, together with all
interest thereon and all expenses in connection therewith.
AVONDALE GULFPORT MARINE, INC.
By: /s/ Thomas M. Kitchen
------------------------------
Title: VP
Dated: February 2, 1994
6
<PAGE>
CONSENT
By the Guarantee dated as of April 16, 1992 (the "Bank Group
Guarantee"), the undersigned (the "Guarantor") guaranteed to the Secured Parties
(as defined therein), subject to the terms, conditions and limitations set forth
therein, the prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor consents to the Company's execution of the
foregoing Second Amendment to Amended and Restated Revolving Credit Agreement
and acknowledges the continued validity, enforceability and effectiveness of the
Bank Group Guarantee with respect to all loans, advances and extensions of
credit to the Company, whether heretofore or hereafter made, together with all
interest thereon and all expenses in connection therewith.
GENCO INDUSTRIES, INC.
By: (SIGNATURE APPEARS HERE)
-----------------------------
Title: Secretary
Dated: February 2, 1994
7
<PAGE>
CONSENT
By the Guarantee dated as of April 16, 1992 (the "Bank Group
Guarantee"), the undersigned (the "Guarantor") guaranteed to the Secured Parties
(as defined therein), subject to the terms, conditions and limitations set forth
therein, the prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor consents to the Company's execution of the
foregoing Second Amendment to Amended and Restated Revolving Credit Agreement
and acknowledges the continued validity, enforceability and effectiveness of the
Bank Group Guarantee with respect to all loans, advances and extensions of
credit to the Company, whether heretofore or hereafter made, together with all
interest thereon and all expenses in connection therewith.
GENCO INDUSTRIES OF LUFKIN, INC.
By: (SIGNATURE APPEARS HERE)
------------------------------
Title: Secretary
Dated: February 2, 1994
8
<PAGE>
THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT ("Amendment No. 3"), dated as of February 28, 1994 is entered into by
and among AVONDALE INDUSTRIES, INC., a Louisiana corporation (the "Company"),
CANADIAN IMPERIAL BANK OF COMMERCE, ATLANTA AGENCY, as the sole Bank (the
"Bank") to whom the Other Banks (as defined below) assigned their respective
rights and obligations under the Existing Credit Agreement (as defined below),
and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as Agent for the Bank
(the "Agent"), in connection with that certain Amended and Restated Credit
Agreement dated as of April 16, 1992 (the "Original Credit Agreement"), among
the Company, the Agent, the Bank and the other financial institutions signatory
thereto as the "Banks" (the "Other Banks") as amended by that certain First
Amendment to Amended and Restated Revolving Credit Agreement dated as of May 31,
1993, and by the Second Amendment to Amended and Restated Revolving Credit
Agreement dated as of February 2, 1994 (collectively the "Existing Credit
Agreement" and as amended by this Amendment No. 3, the "Credit Agreement").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company, the Bank and the Agent are parties to the
Existing Credit Agreement;
WHEREAS, as of February 8, 1994, the Bank acquired from each of the
Other Banks all of their respective rights, title and interests in and to the
Credit Agreement and the other Loan Documents, and consequently, as of February
8, 1994, all of the Obligations under the Loan Documents are owing to the Agent
and/or the Bank;
WHEREAS, except for accrued fees, costs and other amounts chargeable
under the Loan Documents (including attorneys' fees and expenses), the
Obligations under the Loan Documents are equal to the Letter of Credit
Outstandings relating to outstanding Letters of Credit in the aggregate face
amount of $13,091,114.78, and such Obligations are secured by, among other
things, cash collateral in the amount of $13,091,114.78 currently held by the
Collateral Agent in an interest bearing account (selected by the Collateral
Agent in its sole discretion) for the benefit of the Agent and the Bank;
WHEREAS, the parties hereto desire to amend the Existing Credit
Agreement, among other things, to extend its term as set forth below and to
reduce the Letter of Credit fees chargeable under Section 3.3 thereof; and
<PAGE>
WHEREAS, the Company, the Agent and the Bank are willing to so amend
the Existing Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration (the receipt,
adequacy and sufficiency of which are hereby acknowledged), the parties hereto,
intending legally to be bound, hereby agree as follows:
Section 1. Amendments to Existing Credit Agreement. Subject to the
---------------------------------------
satisfaction of the conditions set forth in Section 5 of this Amendment No. 3,
the Existing Credit Agreement is hereby amended as follows:
1.01 Definition of Revolving Loan Termination Date. The definition
---------------------------------------------
of "Revolving Loan Termination Date" which appears in Section 1.1 of the
-------------------------------
Existing Credit Agreement is hereby amended and restated in its entirety to
read as follows:
""Revolving Loan Termination Date": means the earlier to occur of (i)
-------------------------------
April 1, 1995, or (ii) the earliest date on which (x) the Letter of
Credit Outstandings is zero and (y) all Obligations (including,
without limitation, all Reimbursement obligations) have been
indefeasibly paid in full in cash and have otherwise been satisfied
and discharged in full."
1.02 Extension of Existing Letters of Credit. Section 3.1(b) of the
---------------------------------------
Existing Credit Agreement is hereby amended to add the following at the end
thereof:
"Notwithstanding anything to the contrary herein, Canadian Imperial
Bank of Commerce, Atlanta Agency, as Issuer agrees to extend (by
amendment or otherwise) the term of any Letter of Credit in effect
on the date of the Third Amendment to Amended and Restated Revolving
Credit Agreement until the Revolving Loan Termination Date."
1.03 Reduction of Letter of Credit Fees. The first sentence of
----------------------------------
Section 3.3 of the Existing Credit Agreement is hereby amended and restated in
its entirety to read as follows:
"The Company agrees to pay to the Agent for the account of the
applicable Issuer and the Banks, with respect to each Letter of
Credit the following variable per annum fee (based on the face
amount of each Letter of Credit) in effect from time to time as set
forth below during the period from and including the date of
issuance thereof to the Stated
2
<PAGE>
Expiry Date thereof: (i) 3% per annum from the Original Agreement Date
through and including February 8, 1994, (ii) 1.0% per annum from and
including February 9, 1994 through and including June 30, 1994, (iii)
1.5% per annum from and including July 1, 1994 through September 30,
1994, (iv) 2.0% per annum from and including October 1, 1994 through
and including December 31, 1994, and (v) 2.5% per annum thereafter."
1.04 Elimination of Covenant to Assign Proceeds of Navy Contracts.
------------------------------------------------------------
Section 6.11 of the Existing Credit Agreement is hereby deleted in its entirety.
1.05 Reduction of Consolidated Tangible Net Worth Covenant. The
-----------------------------------------------------
reference to "$100,000,000" in the third line of Section 7.1(c) of the Existing,
Credit Agreement is hereby amended to be a reference to "$93,000,000."
Section 2. Limited Waiver of Events of Default. Subject to
-----------------------------------
satisfaction of the conditions set forth in Section 5 of this Amendment No. 3,
each of the Agent and the Bank waives (i) any Default or Event of Default
arising on or before the effective date of this Amendment No. 3 solely by virtue
of the Company's failure to meet the covenant set forth in Section 7.1(c) of the
Existing Credit Agreement (prior to the amendment of such Section 7.1(c)
pursuant to this Amendment No. 3) and (ii) any Default or Event of Default
arising on or before the effective date of this Amendment No. 3 solely by virtue
of the Company's failure to comply with the covenant set forth in Section 6.11
of the Existing Credit Agreement.
Section 3. Representations, Warranties and Covenants of Company.
----------------------------------------------------
To induce the Agent and the Bank to enter into this Amendment No. 3, the Company
hereby represents, warrants and covenants to the Agent and the Bank that:
3.01 No Defaults. There are no Defaults or Events of Default under
-----------
the Existing Credit Agreement or other Loan Documents other than those Defaults
or Events of Default expressly waived pursuant to Section 2 of this Amendment
No. 3.
3.02 Corporate Power; Authorization; Enforceable Obligations. The
-------------------------------------------------------
Company has the corporate power and authority to make, deliver and perform this
Amendment No. 3 and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment No. 3. No consent or
authorization of, filing with or other act by or in respect of any Governmental
Authority is required in connection with the execution, delivery, performance,
validity or enforceability of this Amendment No. 3, the Existing Credit
Agreement and the other Loan Documents. This Amendment No. 3, the Existing
Credit Agreement, as amended by this Amendment No. 3, and the other Loan
Documents constitute, legal, valid and binding obligations of the
3
<PAGE>
Company enforceable against the Company in accordance with their respective
terms.
3.03 Obligations. The outstanding principal amount of the
-----------
Obligations on the date hereof is $13,091,114.78 (which is equal to the Letter
of Credit Outstandings), all of which Obligations are validly existing and
enforceable Obligations of the Company, payable in accordance with their
respective terms to the Agent for the benefit of the Bank, and are not subject
to any defense, setoff, offset, recoupment, reduction or counterclaim of any
kind or nature. The amount of the Commitments (including, without limitation,
the Commitments held by the Bank as assignee of the other Banks) is zero.
3.04 Liens. All of the Liens granted to the Collateral Agent and/or
-----
to the Trustee-Mortgagee pursuant to the Collateral Documents (i) are valid,
perfected, binding and enforceable, (ii) are first priority Liens subject only
to Liens which are permitted under Section 7.2 of the Credit Agreement, (iii)
secure all of the Obligations, and (iv) attach to substantially all of the real
and personal property of the Company and each Subsidiary Guarantor. Without
limiting the generality of the foregoing, the Company hereby confirms and
ratifies the perfected, first priority Lien granted to the Collateral Agent for
the benefit of the Agent and the Bank on cash collateral in the aggregate amount
of $13,091,114.78, which has been deposited in an interest bearing account
selected by the Collateral Agent in its sole discretion and held by it for the
benefit of the Agent and the Bank.
3.05 Validity of Transfer to Bank of Other Banks' Rights and
-------------------------------------------------------
Obligations Under Loan Documents. The Company received all notices required
- --------------------------------
under Section 10.7 of the Credit Agreement or otherwise in connection with the
transfer to the Bank of the respective rights and obligations of the other
Banks under the Loan Documents, and the Company hereby agrees that neither it
nor any of its Subsidiaries will contest the validity or effectiveness of any
such transfer, and the Company, on behalf of itself and its Subsidiaries,
hereby waives any right to contest same.
Section 4. Representations and Warranties of Agent and Bank. To
------------------------------------------------
induce the Company to enter into this Amendment No. 3, each of the Agent and the
Bank hereby represents and warrants to the Company that:
4.01 Pursuant to the Assignment and Assumption Agreements dated as of
February 3, 1994, between the Bank and each of the Other Banks, effective as of
February 8, 1994, the Bank acquired all of the interests in and to all of each
Other Bank's rights and obligations under the Existing Credit Agreement and the
other Loan Documents, and consequently, effective as of February 8, 1994, the
Bank is the only "Bank" as defined in the Credit Agreement.
4
<PAGE>
Section 5. Acknowledgments.
---------------
5.01 The Company hereby acknowledges, for purposes of estoppel only,
(i) that all of the interests in and to all of each Other Bank's rights and
obligations under the Existing Credit Agreement and the other Loan Documents
were properly transferred to the Bank as of February 8, 1994, pursuant to those
certain Assignment and Assumption Agreements dated as of February 3, 1994,
between the Bank and each of the Other Banks and (ii) that effective as of
February 8, 1994, the Bank is the only "Bank" as defined in the Credit
Agreement.
5.02 Each of the Agent and the Bank acknowledges, for purposes of
estoppel only, that the Company complied with its obligations under Section
2.4(c) of the Credit Agreement by remitting to the Collateral Agent for
distribution to the Banks pursuant to the Collateral Agency and Intercreditor
Agreement a portion of the Net REA Recovery equal to $43,000,000.
Section 6. Conditions to Effectiveness. The amendment to the
---------------------------
Existing Credit Agreement provided in Section 1 hereto shall become effective
on the date on which the Agent shall have received, in form and substance
acceptable to the Agent and its counsel, fully executed originals of the
following documents:
(a) One or more counterparts of this Amendment No. 3 executed by the
Company; and
(b) A consent from each of Avondale Gulfport Marine, Inc., Genco
Industries, Inc. and Genco Industries of Lufkin, Inc.
consenting to the terms of this Amendment No. 3 and reaffirming
its respective guarantee.
Section 7. Reference to and Effect on the Credit Agreement.
-----------------------------------------------
7.01 Upon the effectiveness of this Amendment No. 3, each reference
in the Existing Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein," "hereby" or words of like import shall mean and be a reference to
the Existing Credit Agreement as amended hereby, and each reference to the
Credit Agreement in any other Loan Document or Collateral Document or any
other document, instrument or agreement executed and/or delivered in
connection with this Amendment No. 3, the Credit Agreement, the Collateral
Agency and Intercreditor Agreement (or any amendment thereto) or any
Collateral Document shall mean and be a reference to the Existing Credit
Agreement as amended hereby.
7.02 The execution, delivery and effectiveness of this Amendment
No. 3 shall not operate as a waiver of any right, power or remedy of the Agent
or the Bank under the Credit Agreement, the Loan Documents or any other
document, instrument or agreement executed in connection therewith, nor
constitute a waiver of any
5
<PAGE>
provision contained therein, except as specifically set forth herein or
contemplated hereby.
7.03 The terms and conditions of this Amendment No. 3 and the Agent's
and the Bank's rights and remedies pursuant to this Amendment No. 3 shall apply
to all of the Obligations, and the Existing Credit Agreement, together with all
of the other Loan Documents (including the Collateral Documents), to the extent
not inconsistent with this Amendment No. 3, are hereby ratified and confirmed.
This Amendment No. 3 is an amendment of the Existing Credit Agreement and does
not constitute a novation of the obligations.
Section 8. Governing Law and Severability. This Amendment No. 3
------------------------------
shall be governed by and construed in accordance with the internal laws (as
opposed to the conflicts of law provisions) and decisions of the State of New
York. Whenever possible, each provision of this Amendment No. 3 shall be
interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Amendment No. 3 shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Amendment No. 3.
Section 9. Counterparts. This Amendment No. 3 may be executed in any
------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.
Section 10. Headings. Section headings in this Amendment No. 3 are
--------
included herein for convenience of reference only and shall not constitute a
part of this Amendment No. 3 for any other purpose.
[The remainder of this page is intentionally left blank]
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Amendment No. 3
to be duly executed as of the date first above written.
AVONDALE INDUSTRIES, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
New York Agency, as Agent
By: /s/ Daniel J. Conlon
------------------------------
Name: Daniel J. Conlon
----------------------------
Title: Authorized Signatory
---------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
Atlanta Agency, as the sole Bank
and as Issuer
By: /s/ Daniel J. Conlon
------------------------------
Name: Daniel J. Conlon
----------------------------
Title: Authorized Signatory
---------------------------
7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Amendment No. 3
to be duly executed as of the date first above written.
AVONDALE INDUSTRIES, INC.
By: /s/ Thomas M. Kitchen
------------------------------
Name: Thomas M. Kitchen
----------------------------
Title: VP & CFO
---------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
New York Agency, as Agent
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
Atlanta Agency, as the sole Bank
and as Issuer
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
7
<PAGE>
CONSENT
By the Guarantee dated as of April 16, 1992 (the "Bank Group
Guarantee"), the undersigned (the "Guarantor") guaranteed to the Secured Parties
(as defined therein), subject to the terms, conditions and limitations set forth
therein, the prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor consents to the Company's execution of the
foregoing Third Amendment to Amended and Restated Revolving Credit Agreement and
acknowledges the continued validity, enforceability and effectiveness of the
Bank Group Guarantee with respect to all loans, advances and extensions of
credit to the Company, whether heretofore or hereafter made, together with all
interest thereon and all expenses in connection therewith.
AVONDALE GULFPORT MARINE, INC.
By: /s/ Thomas M. Kitchen
---------------------------
Title: Vice President
Dated: February 28, 1994
8
<PAGE>
CONSENT
By the Guarantee dated as of April 16, 1992 (the "Bank Group
Guarantee"), the undersigned (the "Guarantor") guaranteed to the Secured Parties
(as defined therein), subject to the terms, conditions and limitations set forth
therein, the prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor consents to the Company's execution of the
foregoing Third Amendment to Amended and Restated Revolving Credit Agreement and
acknowledges the continued validity, enforceability and effectiveness of the
Bank Group Guarantee with respect to all loans, advances and extensions of
credit to the Company, whether heretofore or hereafter made, together with all
interest thereon and all expenses in connection therewith.
GENCO INDUSTRIES, INC.
By: (Signature appears here)
---------------------------
Title: Secretary
Dated: February 28, 1994
9
<PAGE>
CONSENT
By the Guarantee dated as of April 16, 1992 (the "Bank Group
Guarantee"), the undersigned (the "Guarantor") guaranteed to the Secured Parties
(as defined therein), subject to the terms, conditions and limitations set forth
therein, the prompt payment and performance of all of the Obligations (as
defined therein). The Guarantor consents to the Company's execution of the
foregoing Third Amendment to Amended and Restated Revolving Credit Agreement and
acknowledges the continued validity, enforceability and effectiveness of the
Bank Group Guarantee with respect to all loans, advances and extensions of
credit to the Company, whether heretofore or hereafter made, together with all
interest thereon and all expenses in connection therewith.
GENCO INDUSTRIES OF LUFKIN, INC.
By: (Signature appears here)
---------------------------
Title: Secretary
Dated: February 28, 1994
10
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE L
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 6
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00036
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
30 DEC 93
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-94-FR-93823
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
4-325P-93823
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL: J. THOMPSON O2231J
2531 JEFFERSON DAVIS HWY
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-8008 or -8009
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than Item 6) CODE N63124
SUPERVISOR OF SHIPBUILDING, CONVERSION
AND REPAIR,USN
NEW ORLEANS, LA 70142-5700
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
CBC NO:
AVONDALE INDUSTRIES, INC.
SHIPYARD DIVISION
P.O. BOX 50280
NEW ORLEANS, LA 70150-0280
CEC: 008149544
TIN: 39-1097012
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
N00024-88-C-2050
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
88 JUN 20
- --------------------------------------------------------------------------------
CAGE CODE: 96204
- --------------------------------------------------------------------------------
FACILITY CODE: 70876
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO ADMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers ___ is extended, ___ is not
extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning ____ copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See attached Financial Accounting Data Sheet
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.249-2
- --------------------------------------------------------------------------------
X D. OTHER (Specify type of modification and authority)
THE "CHANGES CLAUSE" AND MUTUAL AGREEMENT OF THE PARTIES.
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( X ) is required to sign this
document and return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
ALBERT L. BOSSIER JR. PRES & C.E.O.
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Albert L. Bossier Jr.
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED 30 DEC 93
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) STEPHEN J. FILAN
CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Stephen J. Filan
BY_______________________________________
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
1-21-94
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- --------------------------------------------------------------------------------
<PAGE>
Page 2
WHEREAS, Avondale Industries, Inc. (AII) (the Contractor) has submitted numerous
Requests for Equitable Adjustments (REAs) to the pricing and delivery schedules
for this Contract N00024-88-C-2050 and other Navy Contracts, as updated and
supplemented by additional submissions and representations at various times
listed in Attachment A hereto; and
WHEREAS, the Contractor has certified the REAs and all supporting data in
accordance with the requirements of the Truth in Negotiations Act, 10 U.S.C.
2306a, Section(c)(1) of the Contracts Disputes Act of 1978 (41 U.S.C. 605(c)(1),
and P.L. 95-485, Section 813; and
WHEREAS, the parties hereto desire to effect the full and final settlement of
all the REAs arising out of or relating to this contract; and
WHEREAS, the Contractor agrees that this settlement includes a full and final
release of REAs, claims, requests for reformation, requests for rescission and
any other request for relief including any and all past, present and potential
future requests for equitable adjustments, claims, causes of action, suits,
damages, demands, costs, expenses, liabilities and other obligations of any kind
whatsoever, direct or indirect, fixed or contingent, in law or in equity
(collectively referred herein as "claims") which the Contractor now has or which
may arise in the future and which are based in whole or in part on facts or
events which the Contractor knows, or should have known, existing on or prior to
the date of this modification; and,
NOW THEREFORE, in order to fully and finally settle all issues between the
parties arising out of or relating to this contract; the parties agree as
follows:
1. As a result of the settlement, the unit prices and total amounts under
SECTION B: SUPPLIES OR SERVICES AND PRICE/COST, are increased as follows:
<TABLE>
<CAPTION>
Unit Price
CLIN Hull No. Increase
---- -------- ----------
<S> <C> <C>
0001 198 $ 86,595
0007 200 $ -0-
0010 202 $3,879,951
0013 204 $ -0-
</TABLE>
<PAGE>
Page 3
<TABLE>
<S> <C> <C>
0016 199 $6,562,474
0019 201 $2,231,307
0022 203 $ 8,455
</TABLE>
2. Under SECTION F: DELIVERIES OR PERFORMANCE
The delivery dates for Items 0013, 0019 and 0022 are shown below. This REA
settlement fully and finally settles all delay except determination of
responsibility for up to 10 months of delay is deferred without prejudice and
will be adjudicated upon definitization of the double hull modification
(P00030). It is understood that the Government specifically reserves its rights
to limit Government liability to only those delays for which it is responsible.
The delivery dates are as follows:
<TABLE>
<CAPTION>
Required
CLIN Hull Number Delivery Date
- ------ ----------- -------------
<S> <C> <C>
0013 204 NOV 95
0019 201 JUL 95
0022 203 APR 96
</TABLE>
3. The parties hereto have negotiated this modification on the basis that all
matters which actually do or could give rise to Contractor entitlement to
schedule and/or price adjustments, whether known or should have been known, and
whether or not actually discussed by the parties during negotiations, have been
included and incorporated into this agreement. The price and schedule
adjustments herein, constitute the sole adjustments to which the contractor is
entitled on account of any and all REAs, claims, and issues currently in dispute
under this contract, and, any and all impact, including all delay and
disruption, whether local or cumulative.
4. RELEASE
a. As used in this paragraph 4:
(1) "Events" refer to any contract modification, any Government breach,
any Government tort, any change order, any stop work order, any suspension of
work, any acceleration order, any Government action or omission pertaining to
Government property or information, and any other occurrence, action or omission
(whether fortuitous or accidental, of or by the Government, Contractor or third
party).
(2) "Covered Events" refer to "Events" occurring on or
<PAGE>
Page 4
before the effective date of this modification, whether formal or constructive,
which were known or should have been known by the Contractor on the effective
date of this modification, whether or not such events were discussed between the
parties, all of which events: (i) arise out of or under or are in any way
related to this contract and affect this contract, or (ii) arise out of or under
or are in any way related to this contract and affect any other contract between
the Contractor and the Government, or (iii) arise out of or under or are in any
way related to any other contract between the Contractor and the Government or
the Contractor and any third party and affect this contract but only to the
extent of the effect on this contract.
(3) "Costs" include, but is not limited to, any or all:
(i) direct performance (hardcore) and material costs;
(ii) indirect costs;
(iii) delay and disruption costs including local, cumulative, and any other
type;
(iv) overhead costs;
(v) costs associated with dislocation, accelerations, and inefficiencies
in performance;
(vi) interest costs and other consideration for financing;
(vii) costs for preparing proposals, claims, and requests for equitable
adjustment; and
(viii) subcontract costs.
b. In consideration for the provisions of this modification, the
Contractor, for itself, its successors, assigns, vendors, suppliers, and
subcontractors hereby remises, releases, and forever discharges the Government,
its officers, agents, and employees from (i) any or all actual or potential
entitlement of the Contractor to an equitable adjustment of the price and/or
delivery schedule of this contract by reason of Covered Events, or the impact of
Covered Events, (ii) any or all actual or potential liabilities to the
Contractor for money damages and/or other relief for Covered Events or the
impact of Covered Events upon this contract, (iii) any and all actual or
potential entitlement of the Contractor to an equitable adjustment of the price
and/or delivery schedule of any other Government contract or any contract
between the Contractor and any third party by reason of Covered Events or the
impact of Covered Events, and (iv) any and all actual or potential liabilities
to the Contractor for money damages and/or other relief under or relating to any
other Government contract or any contract between the Contractor and any third
party for Covered Events, or for the impact of Covered Events, arising under or
related to this contract. By this release, the Contractor does not release
claims under any other Government contract for Covered Events
<PAGE>
Page 5
solely arising under, or relating to, such other Government contract to the
extent they do not affect this contract.
c. Except for the reservations identified in subparagraph d, below, the
Contractor hereby confirms and acknowledges that in agreeing to the terms of
this modification, it is releasing all rights to any entitlement for any and all
costs under, and any and all impacts upon this contract or any other contract by
reason of Covered Events, whether or not such costs and impacts of Covered
Events are known or should have been known or are foreseeable or should have
been foreseeable as of the effective date of this modification, whether or not
such costs and impacts of Covered Events have been discussed with, or for any
reason reserved for future discussion with the Government, or have been made the
basis for other assertions of claims or requests for equitable adjustment,
whether or not such costs or impacts of Covered Events were, or are, incurred
and sustained, respectively, before, on, or after the effective date of this
modification, and whether or not such costs and impacts of Covered Events are
caused directly by, indirectly by, cumulatively by, or in consequence of any of
the Covered Events.
d. Except for the items (1) and (2) designated below, the Contractor's
release set forth in this provision is complete and final, no rights are
reserved under this modification and, in any event, any and all such rights
shall be deemed to have been waived without exception. Nothing set forth herein
shall in any way affect or operate to reserve any item covered by another
release executed by the Contractor either prior to, concurrent with, or
subsequent to the date of the execution of this modification nor shall anything
set forth herein in any way affect the operation of any statute, including but
not limited to 10 USC 2405.
(1) Definitization of P00030 (Double Hull) and determination of
responsibility up to ten (10) months of associated delay.
(2) Unresolved insurance claims/matters for the following items:
(a) Crank shaft on TAO 202,
(b) PTO cabinets,
(c) TAO 200 M.E. corrosion, and
(d) TAO port anchor.
5. The parties agree that the retentions against this contract shall remain
at the current level and that five percent (5%) of all amounts paid as a
result of this modification shall be added
<PAGE>
Page 6
to the current retentions.
6. The Contractor agrees that all amounts that were made available to be paid
as extraordinary contractual relief will solely "revert to the Government". The
total amount that was made available for payment as extraordinary contractual
relief under this contract (N00024-88-C-2050) by modification P00033 is
$1,836,973. For the purposes of this modification "revert to the Government"
consists of the remittance of amounts previously paid to the Contractor and the
de-obligation of the unexpended amounts under this CLIN 0027. Payment
(remittance) shall be made by the Contractor to the Government within 20 working
days from the effective date of this modification. The de-obligation of the
unexpended amounts under this CLIN 0027 is effected by this modification. The
specific amount(s) de-obligated is shown on the attached financial accounting
data sheet.
7. Except as modified herein, all other terms and conditions, as heretofore
changed, remain unchanged and in full force and effect.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
<TABLE>
<CAPTION>
================================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPPLEMENT TOTAL
SUBMISSION TOTAL SUBMITTAL REQUESTED AS
DATE DATE REVISED BY
SUPPLEMENTS
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NEW CONST. SHIPYARDS 1. Late Delivery of PennShip 01/10/92 $38,736,256 07/02/92 $36,669,986
DIVISION Material
- --------------------------------------------------------------------------------------------------------------------------------
2. Bid Overhead 02/20/92 $91,768,275 (1) 06/26/92 (1) $92,385,009
- --------------------------------------------------------------------------------------------------------------------------------
3. T-AGS Priority 06/10/92 $160,447,200 (2) 11/24/92 (2)$162,891,663
- --------------------------------------------------------------------------------------------------------------------------------
4. Late Response to Eng Action 07/23/92 $8,848,596 11/05/92 NO CHANGE
Items - LSD (CV)
- --------------------------------------------------------------------------------------------------------------------------------
5. Contract Deviations 07/23/92 $2,628,958 11/05/92 NO CHANGE
- --------------------------------------------------------------------------------------------------------------------------------
6. T-AGS Engineering 07/23/92 $2,663,044 11/05/92 NO CHANGE
- --------------------------------------------------------------------------------------------------------------------------------
7. T-AO Post Delivery 10/12/92 $739,340 NONE NO CHANGE
================================================================================================================================
NAVY REPAIR SHIPYARDS 1. Radford ROH 04/18/91 $11,521,741 NONE NO CHANGE
DIVISION
- --------------------------------------------------------------------------------------------------------------------------------
2. Caron ROH 01/17/92 $6,478,745 NONE NO CHANGE
- --------------------------------------------------------------------------------------------------------------------------------
3. Boone ROH 07/31/92 $2,145,755 NONE NO CHANGE
- --------------------------------------------------------------------------------------------------------------------------------
4. Hall ROH 07/31/92 $2,189,741 NONE NO CHANGE
================================================================================================================================
</TABLE>
(1) Agreed to include any affects of the "revised quantification model"
submitted to DCAA via Serial No. CA-OVHD-055-REK dated July 21, 1992
($129,231,507).
(2) By Supplements dated June 8, 1993 and November 15, 1993, as certified
on December 3, 1993 and December 30, 1993, the total requested as
revised by these Supplements is $228,523,000. Agreed to include any
affects of HMR 34 and HMR 35; certified via Serial No. CA-LSD/CV-419-
JCM dated August 20, 1993.
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPPLEMENT SUPPLEMENT TOTAL
SUBMISSION TOTAL SUBMITTAL TOTAL REQUESTED
DATE DATE AS REVISED BY
SUPPLEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MHC - GRP DIVISION 1 REA #1 (MHC 53) 06/27/91 $4,856,803.00 07/31/92 $2,376,024.00 $7,032,827.00
89-C-2162 MHC53-2116-MLB MHC53-3111-GJB
- ------------------------------------------------------------------------------------------------------------------------------------
2 REPAIR OF VOIDS 07/02/92 $2,541,898.00 NONE N/A NO CHANGE
(MHC-53) 89-C-2162 MHC53-3064-GJB
- ------------------------------------------------------------------------------------------------------------------------------------
3 INSTALLATION & REMOVAL OF 08/12/92 $575,497.00 NONE N/A NO CHANGE
JIGS (MHC 54, 56,
& 57) 90-C-2304 MHC54-0391-GJB
- ------------------------------------------------------------------------------------------------------------------------------------
4 MAIN ENGINE BASE FRAMES 06/07/93 $650,383.00 NONE N/A NO CHANGE
(MHC 53) 89-C-2162 MHC53-3482-KBD
- ------------------------------------------------------------------------------------------------------------------------------------
5 MAIN ENGINE BASE FRAMES 06/07/93 $80,728.00 NONE N/A NO CHANGE
(MHC 54, 56, 90-C-2304 MHC54-0516-KBD
& 57)
====================================================================================================================================
LCAC - AGM DIVISION 1 PREP OF TECHNICAL MANUALS 09/17/92 $1,223,288.00 07/13/93 $374,966.00 $1,598,254.00
87-C-2089 175-5387 175-5551
- ------------------------------------------------------------------------------------------------------------------------------------
2 PREP OF TECHNICAL MANUALS 09/25/92 $417,168.00 07/13/93 $293,028.00 $710,196.00
89-C-2110 FLT3-3069 FLT3-4047
- ------------------------------------------------------------------------------------------------------------------------------------
3 PREP OF TECHNICAL MANUALS 09/09/92 $987,347.00 NONE N/A NO CHANGE
85-C-2148 LCAC-3146
- ------------------------------------------------------------------------------------------------------------------------------------
4 PREP OF TECHNICAL MANUALS 09/11/92 $1,795,950.00 07/13/93 $842,126.00 $2,638,076.00
85-C-2148 LCAC-3147 LCAC-3210
- ------------------------------------------------------------------------------------------------------------------------------------
5 WRONGFUL REJECTION OF 07/20/92 $ 248,674.00 08/20/93 $121,517.00 $370,191.00
DELIVERY 89-C-2110 FLT3-3092 FLT3-4102
====================================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ------------------------------------------------------------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE 4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
YR. MO. DA.
N0002488C2050 P00036 N0002494FR93823
- ------------------------------------------------------------------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14. 15. ACCOUNTING DATA
--------------------------------------------------------
ACT REFERENCE REF CLIN SLIN QTY UNIT A. B. C. D. E. BCN F. G.
CODE DOCUMENT ACRN OBJ --------- SA AAA
NUMBER APPROPRI- SUB- CLASS PARM RM
ATION HEAD --------------------------------------------
ACRN K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C N0002494AFT8559 0016 DD 1741696 8559 000 WA WET 0 068342
C N0002494AFT8559 0016 DE 1741697 8559 000 WA WET 0 068342
C N0002494AFT8559 0019 DF 1741697 8559 000 WA WET 0 068342
C N0002494AFT8559 0010 DG 1741697 8559 000 WA WET 0 068342
C N0002494AFT8559 0022 DH 1741697 8559 000 WA WET 0 068342
C N0002488AF08559 0001 AX 1781611 8559 000 WA WEB 0 068342
C N0002489AF08559 0027 DB 1791611 8559 000 WA WEB 0 068342
C N0002489AF08559 0027 DC 1791611 8559 000 WA WEB 0 068342
16.
H. I. J. COST CODE AMOUNT
TT PAA -----------------------
PROJ. UNIT MCC PDLI&S
-----------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
----------------------------------------------------------------------------
2D 000000 21622 212 0000 $ 2,865,000.00
2D 000000 21622 212 0000 $ 3,697,474.00
2D 000000 21857 212 0000 $ 2,231,307.00
2D 000000 21869 212 0000 $ 3,879,951.00
2D 000000 21870 212 0000 $ 8,455.00
2D 000000 21621 212 0000 $ 86,595.00
2D 000000 21869 215 0000 $ -1,535,830.00
2D 000000 21871 215 0000 $ -301,143.00
----------------------------------------------------------------------------
TOTAL $ 10,931,809.00
- ---------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
J. ATKINS, PMS325B
- ---------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE
/s/ J.A. ATKINS 1/19/94 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE /s/ Tom K. Packer
MR. T.K. PARKER
BY DIRECTION OF
CAPT. T.J. BARNETT
DEPUTY COMMANDER/COMPTROLLER
=========================================================================================================
</TABLE>
NAVSEA 7300/17 (REV 7-90) (Supersedes NAVMAT 7300/10)
<PAGE>
------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
------------------------------------------------------------------------------
1. CONTRACT ID CODE L
------------------------------------------------------------------------------
PAGE OF PAGES
1 141
------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00029
------------------------------------------------------------------------------
3. EFFECTIVE DATE
93 DEC 30
------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-94-MR-20807
------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
4-0294-20807
------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL: J. THOMPSON O2231J
2531 JEFFERSON DAVIS HWY
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-8008 or -8009
------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than Item 6) CODE N63124
SUPERVISOR OF SHIPBUILDING, CONVERSION
AND REPAIR,USN
NEW ORLEANS, LA 70142-5700
------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
CEC NO:
AVONDALE INDUSTRIES, INC.
SHIPYARD DIVISION
P.O. BOX 50280
NEW ORLEANS, LA 70150-0280
CEC: 008149544
TIN: 39-1097012
------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
------------------------------------------------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER NO.
N00024-88-C-2048
------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
88 JUN 17
------------------------------------------------------------------------------
CAGE CODE: 96204
------------------------------------------------------------------------------
FACILITY CODE: 70876
------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO ADMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers ___ is extended, ___ is not
extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning ____ copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEET
------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.249-2
------------------------------------------------------------------------------
X D. OTHER (Specify type of modification and authority)
THE "CHANGES CLAUSE" AND MUTUAL AGREEMENT OF THE PARTIES.
------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( X ) is required to sign this
document and return 2 copies to the issuing office.
------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
ALBERT L. BOSSIER, JR. PRES & CEO
------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Albert L. Bossier Jr.
-----------------------------------------
(Signature of person authorized to sign)
------------------------------------------------------------------------------
15C. DATE SIGNED 93 DEC 30
------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) STEPHEN J. FILAN
CONTRACTING OFFICER
------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Stephen J. Filan
BY_______________________________________
(Signature of Contracting Officer)
------------------------------------------------------------------------------
16C. DATE SIGNED
1-24-94
------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
------------------------------------------------------------------------------
<PAGE>
WHEREAS, Avondale Industries, Inc. (AII) (the Contractor) has submitted
numerous Requests for Equitable Adjustments (REAs) (listed in Attachment A
hereto) to the pricing and delivery schedules for this Contract N00024-88-C-
2048 and other Navy Contracts, as updated and supplemented by additional
submissions and representations at various times; and
WHEREAS, the Contractor has certified the REAs and all supporting data in
accordance with the requirements of the Truth in Negotiations Act, 10 U.S.C.
2306(a), Section(c)(1) of the Contracts Disputes Act of 1978 (41 U.S.C.
605(c)(1), and P.L 95-485, Section 813; and
WHEREAS, the parties hereto desire to effect the full and final settlement of
all the REAs arising out of or relating to this contract; and
WHEREAS, the Contractor agrees that this settlement includes a full and final
release of REAs, claims, requests for reformation, requests for rescission and
any other request for relief including any and all past, present and potential
future requests for equitable adjustments claims, causes of action, suits,
damages, demands, costs, expenses, liabilities and other obligations of any kind
whatsoever, direct or indirect, fixed or contingent, in law or in equity
(collectively referred herein as "claims") which the Contractor now has or which
may arise in the future and which are based in whole or in part on facts or
events which the contractor knows or should have known, or which are unknown as
described in paragraph 3a(2) below, on or prior to the date of this
modification; and,
WHEREAS, the parties desire to convert this contract from a fixed price
incentive with escalation contract to a firm-fixed-price type contract; and
NOW THEREFORE, in order to fully and finally settle all issues between the
parties arising out of or relating to this contract; the parties agree as
follows:
1. The parties hereto have negotiated this modification on the basis that all
matters which actually do or could give rise to Contractor entitlement, whether
known or should have been known or unknown as described in paragraph 3a(2)
below, and whether or not actually discussed by the parties during negotiations,
to schedule and/or price adjustments, have been included and incorporated into
this agreement. This modification definitizes all the maximum priced
modifications, including but not limited to all costs associated with HMR 34 and
HMR 35, executed prior to the effective date of this modification. The price
and delivery schedule as adjustments herein constitute the sole adjustments to
which the contractor is entitled on account of any and all issues currently in
dispute under this contract, including all outstanding letters of direction,
REAs, REA Supplements, Claims, equipment failure reports (EFRs) written against
GFE, the work identified in each of the aforesaid maximum
priced modifications and, any and all impact, including all delay and
disruption, whether local or cumulative, resulting from such maximum priced
modifications and/or issues currently in dispute. All such outstanding maximum
prices are hereby superseded and merged into the price(s) of the contract as
2
<PAGE>
established by this modification.
2. The contract Sections B through J of the contract, including all changes to
such Sections made by prior modifications, are hereby deleted in their entirety.
However, except as specifically set forth herein this modification does not
revise the specifications, the attachments and/or Exhibits to this contract or
any other document or documents referenced herein, nor does it supersede any
changes made to such specification, Attachments, Exhibits, and referenced
documents by any and all prior modifications to this contract. Additionally,
all written agreements providing agreed-upon interpretations of provisions of
the current contract shall remain in full force and effect under the contract as
revised herein, and all written approvals (unless limited to a particular hull
or hulls) shall also remain in full force and effect. The following is hereby
substituted in lieu of Section B through J of the contract.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
3
<PAGE>
SECTION B - SUPPLIES/SERVICES AND PRICES
<TABLE>
<CAPTION>
Item SUPPLIES/SERVICES QTY AMOUNT
- ---- ----------------- --- ------
<S> <C> <C>
0001 - Detail design and 1 Ship $256,000,000
------------
construction, test and
outfit LSD(CV) 49
0002 - Design, construct, test 1 Ship $204,430,000
------------
and outfit LSD(CV) 50
0003 - Design, construct, test 1 Ship $182,675,000
------------
and outfit LSD(CV) 51
0004 - Not Used
0005 - Not Used
0006 - Familiarization
0006AA - LSD 49 Familiarization $ 503,608
----------
(See Note A)
0006AB - LSD 50 Familiarization $ 321,712
----------
(See Note A)
0006AC - LSD 51 Familiarization $ 317,751
----------
(See Note A)
0007 - Technical Manuals
0007AA - Technical Manuals - LSD 49 $1,901,016
----------
(See Note A)
0007AB - Technical Manuals - LSD 50 $ 368,649
----------
(See Note A)
0007AC - Technical Manuals - LSD 51 $ 293,642
----------
(See Note A)
</TABLE>
4
<PAGE>
SECTION B - SUPPLIES/SERVICES AND PRICES
<TABLE>
<CAPTION>
Item SUPPLIES/SERVICES OTY AMOUNT
- ---- ----------------- --- ------
<S> <C> <C> <C>
0008 - Data for Items 0001, 0002, and 0003 1 Lot NSP
in accordance with Exhibits A and B
attached hereto. Not separately
priced. Price included in Items
0001, 0002 and 0003.
0009 - Data for Items 0006AA, 0006AB and I Lot NSP
0006AC in accordance with Exhibits A
and B attached hereto. Not separately
priced. Price included in Items 0006AA
0006AB and 0006AC.
0010 - Data for Items 0007AA, 0007AB and I Lot NSP
0007AC in accordance with Exhibits
B attached hereto. Not separately
priced. Price included in Items 0007AA
0007AB and 0007AC.
0011 - Provide COSAL Material in accordance
with Special Contract Requirement
entitled "REPAIR PARTS, TOOLING AND
SPECIAL EQUIPMENT". (Exhibit identifiers
"BA" through "BZ" are assigned for use
with Item 0011)
0011AA - COSAL Material for LSD 49 1 Lot $6,800,000
----------
(See Note A)
0011AB COSAL Material for LSD 50 1 Lot $7,140,000
----------
(See Note A)
0011AC COSAL Material for LSD 51 1 Lot $7,497,000
----------
(See Note A)
0012 - Perform Special Studies, Analyses,
and reviews in accordance with
Special Contract Requirement entitled
"ORDERS". (Exhibit identifiers "CA"
through "CZ" are assigned for use with
Item 0012)
0012AA - Special Studies, Analyses and Reviews $250,000
for LSD 49 --------
(See Note A)
</TABLE>
5
<PAGE>
SECTION B - SUPPLIES/SERVICES AND PRICES
<TABLE>
<CAPTION>
Item SUPPLIES/SERVICES QTY AMOUNT
- ---- ----------------- --- ------
<S> <C> <C> <C>
0012AB - Special Studies, Analyses and Reviews $ 50,000
-----------
for LSD 50 (See Note A)
0012AC - Special Studies, Analyses and Reviews $ 50,000
-----------
for LSD 51 (See Note A)
0013 - Perform Engineering and Industrial
Services in accordance with Special
Contract Requirement entitled "ORDERS".
(Exhibit identifiers "DA" through "DZ"
are assigned for use with Item 0013)
0013AA - Engineering and Industrial Services $ 25,000
-----------
for LSD 49 (See Note A)
0013AB - Engineering and Industrial Services $25,000
for LSD 50 ------------
(See Note A)
0013AC - Engineering and Industrial Services $ 25,000
-----------
for LSD 51 (See Note A)
0014 - IGES Format SSR Drawings
0014AA - IGES Format SSR Drawings for LSD 49 1 Lot $204,087
-----------
(See Note B)
0014AB - IGES Format SSR Drawings for LSD 50 1 Lot $ 19,472
-----------
(See Note B)
0014AC - IGES Format SSR Drawings for LSD 51 1 Lot $ 19,875
-----------
(See Note B)
0015 - Data for Items 0014AA, 0014AB and
0014AC in accordance with Exhibits A
and B attached hereto. Not separately
priced. Price included in the price of
Items 0014AA, 0014AB and 0014AC.
</TABLE>
NOTE A: Minimum quantity in accordance with Special Contract Requirement
entitled "ORDERS." Under Section H, Special Contract Requirements entitled
"PAYMENTS" and "PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW" are not applicable.
DOD FAR SUPP Clause 52.232-7007, "PROGRESS PAYMENTS (OCT 1986) (DEVIATION)," as
set forth in Section I-3, applies.
NOTE B: These items are firm fixed price items.
6
<PAGE>
SECTION C: DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
Items 0001, 0002 and 0003: Design, construct, test, outfit, and deliver LSD 49
(LSD 41 Class Dock Landing Ship (Cargo Variant)) and LSDs 50 and 51.
1. General
-------
a. The Contractor shall design, construct, test, outfit, and deliver the
Landing Ship Dock LSD 41 (Cargo Variant) (LSD 41 (CV)) ships fully outfitted and
complete in all respects.
b. With the exception of Government Furnished Material (GFM) listed in
Attachment J-3, Technical Services listed in Attachment J-4, and Government
Furnished Information listed in Attachment J-5, the Contractor shall furnish all
of the facilities, manpower, quality assurance, inspection and test facilities,
management organization and control necessary to accomplish the work under this
contract.
2. Construction
------------
a. Subject to the Special Contract Requirements and Contract Clauses of
this contract, the Contractor shall construct the LSD 41 Class Dock Landing
Ships (Cargo Variant), (LSD 41 (CV)) (hereinafter called "ships," "follow-
ships," or "vessels"). Construction shall be comprised of the total effort of
building and testing the ship(s), including the preparation of work
instructions, shop sketches, and other drawings, diagrams, schedules, plans and
data incidental to the construction effort. The Contractor shall be responsible
for installing all GFM on each ship as listed in the Schedule "A" for that ship,
attached hereto as Attachment J-3.
b. The services, supplies, equipments, materials, and commodities described
in this contract shall be performed or procured in accordance with NAVSEA
Specifications for Building Landing Ship Dock LSD 41 (Cargo Variant),
hereinafter called "Specifications" or "the specifications," attached hereto as
Attachment J-1.
3. Engineering
-----------
a. The Contractor is responsible for the engineering, planning and
technical support required to produce the ship(s) in accordance with the
requirements of this contract. A detailed Engineering Plan shall be developed
and implemented by the Contractor. The plan to be implemented by the Contractor
shall cover all phases of the engineering, planning and productibility efforts.
b. The contractor shall develop a detail design for the construction of the
LSD 49 and follow ships. The design shall be in strict accordance with the
specifications.
c. The Contractor shall develop a detail design schedule that
7
<PAGE>
is compatible with the ship construction schedule(s) and the delivery dates
given in Section F.
4. Program Management
------------------
a. Management
----------
(1) The Contractor shall provide the management effort necessary to
ensure the schedule and technical performance under this contract. The
Contractor shall provide the Government visibility and status of the design and
construction effort. The Contractor shall identify problems and potential
problems that could adversely impact on a ship delivery schedule or performance,
and shall provide recommended solutions.
(2) The Contractor shall establish a Project Office to act as the
primary technical point of contact. The Contractor shall also provide a full
time representative within the metropolitan Washington, D.C. area to act as a
liaison between the Government and the Contractor.
(3) The Contractor shall develop status reports and other management
data.
b. Cost/Schedule Control Systems (C/SCS)
-------------------------------------
In the performance of this contract, the Contractor shall establish,
maintain and use Cost/Schedule Control Systems meeting the criteria set forth in
DOD FAR Supp 52.234-7001, "COST/SCHEDULE CONTROL SYSTEMS."
c. Status Reports and Reviews
--------------------------
(1) The Contractor and those subcontractors selected to meet C/SCS
criteria in accordance with paragraph (e) of DOD FAR Supp 52.234-7001,
"COST/SCHEDULE CONTROL SYSTEMS," and identified in Special Contract Requirement
entitled, "SELECTED SUBCONTRACTORS," shall develop periodic status reports
detailing cost and schedule performance and the progress of the program.
(2) The Contractor shall host quarterly Shipbuilding Production Progress
Conferences (SPPCS) to be held at the Contractor's facility on dates mutually
agreeable to both parties. Special Contract Requirement entitled, "SHIPBUILDING
PRODUCTION PROGRESS CONFERENCES," applies. The objective of these reviews is to
identify problem areas, both actual and projected, assess their potential
impact, and assign appropriate management action. The Contractor shall report
the status of the program, using appropriate visual aids, giving particular
attention to design performance, integrated logistic support, cost performance,
program management, production performance, and test and evaluation performance.
Financial status shall also be reported during the SPPCs. The Contractor shall
provide administrative support for the SPPCs including clerical service,
conference rooms, and on-site transportation.
8
<PAGE>
(3) Design Progress Reviews shall be held at the Contractor's facility
at approximately six week intervals until the detail design is complete. The
purpose of these reviews is to report on the progress of the design and to
surface and resolve design and related problems as they arise. The Contractor
shall provide administrative support for the Design Progress Reviews to the same
extent as for SPPCs.
(4) The Contractor shall develop an agenda for and a report of each SPPC
and each Design Progress Review. The Supervisor shall be contacted five days
prior to printing the agenda to obtain Government inputs.
d. Contract Work Breakdown Structure
---------------------------------
The Contractor shall develop a product oriented contract work breakdown
structure (CWBS) in accordance with MIL-STD-881. The CWBS shall be developed to
the third digit level at a minimum. The CWBS shall be used as the basis for
organizing and reporting all work performed under the contract. The Contractor
is responsible for the traceability of data supporting the work elements.
e. Master Equipment List
---------------------
The Contractor shall develop, update and maintain a Master Equipment List
of all GFE and CFE from contract award through expiration of each ship's
guaranty period. A single report showing the status of field changes for CFE
and GFE electronics and ordnance equipment shall be developed and maintained
from contract award through delivery of each ship.
f. Contract Responsibility Matrix
------------------------------
A Contract Responsibility Matrix (CRM) shall be developed which shows
the relationship of the CWBS to the Contractor's functional organization. The
CRM shall show the organizational unit, the responsible official, and the cost
center accounting code at each matrix intersection. The CRM should be similar
in detail and format to Figure 3-1 of NAVMAT P-5240.
g. Requirements Verification Matrix
--------------------------------
The Contractor shall develop and maintain a Requirements Verification
Matrix (RVM) to ensure that each specific specification requirement is supported
by the appropriate test documentation or other verification process. The RVM
shall identify how the requirement of each subsection of the specifications,
drawing, or other contractual document is verified by test (such as by
identifying test procedure) or by validation (such as by identifying the
validation process).
h. Master Scheduling and Manufacturing Plan
----------------------------------------
The Contractor shall develop a Master Scheduling and Manufacturing Plan
that describes the approach, methods, procedures and schedules to be
9
<PAGE>
implemented for the design and construction of the ship(s).
5. Data Management
---------------
a. The Contractor shall be responsible for the development, management,
and maintenance of all deliverable documents generated by the Contractor and his
subcontractors under this contract.
b. The Contractor shall develop a Data Management Plan (DMP) for the
management and maintenance of all data generated by the Contractor and his
subcontractors under this contract. The DMP shall provide for the
identification, planning, coordination, scheduling, validation, integration, and
control of the data. The DMP shall also address the requirements of DOD FAR
Supp 52.227-7018, "RESTRICTIVE MARKINGS ON TECHNICAL DATA."
c. The Contractor shall maintain central files or record copies that
shall include reproducible copies (including originals, aperture cards,
microfiche, and tapes as appropriate) of all data that are generated under this
contract and shall provide access to that data by designated agents or
representatives of the Government.
d. The Contractor shall maintain a current copy of the specifications and
contract drawings, in accordance with Special Contract Requirement entitled,
"SHIPBUILDING SPECIFICATION MAINTENANCE."
e. The Contractor shall develop a complete set of
construction drawings representing the "final" configuration of each ship.
6. QUALITY ASSURANCE
-----------------
a. The Contractor shall develop and implement a Quality Program Plan
which is in compliance with MIL-Q-9858A. The plan shall describe the
Contractor's system of management controls, which are used to ensure compliance
with contract requirements and the specifications.
b. The Contractor shall construct the ship(s) under this contract to meet
the technical, administrative and quality assurance requirements as set forth in
the specifications and contract requirements.
c. The Contractor shall demonstrate the effectiveness of the quality
program and its compliance with MIL-Q-9858A by reporting results-oriented
indicators of quality. These indicators are compilations of individual test and
inspection results organized in a manner that facilitates visibility and use by
the Contractor's management. This provision does not require additional
inspection or testing; it merely provides for organized reporting of results of
inspections and tests required elsewhere in the contract, specifications or
contractor's inspection or test instructions. Results-oriented indicators of
quality include:
o Percent of first-time test yields
10
<PAGE>
<TABLE>
<S> <C>
o Quality of discrepancies found during compartment completion
inspection
o Percent of weld inspections that are rejected
o Cost of rework (including fully burdened manhours)
o Cost of scrap
o Percent of inspections of paint, primer and surface preparation that
are rejected
o Percent received materials found discrepant
o Percent of label plate fabrication and installation errors
o Percent of electrical cable installation errors
o Percent of delivered data items requiring revision/correction
o Percent of foundation installations that are accepted at first
inspection
o Percent of piping installations accepted at first inspection
o Quantity of Contractor-responsible sea trial deficiencies for each
builder's sea trial and acceptance trial
o Quality of audit findings from each internal audit
o Quality of Government-reported deficiencies remaining open, including
the number of days they have been open (QDR Aging Summary)
</TABLE>
d. Statistical evidence of quality control of all fabrication and
assembly processes which impact quality shall be developed and maintained. In
addition, quality shall be controlled by defining critical quality control
points within the sequence of fabrication, assembly and test operations and by
establishing and maintaining minimum yield rates at each of these critical
quality control points.
e. Data shall be maintained by the Contractor throughout the contract to
demonstrate that the processes remain within statistical control (defined as
plus or minus three standard deviations from the process average) and that yield
rates at critical quality control points are above minimum values. If processes
are out of control or the yields are below minimum values, the Contractor shall
define the root cause of the problem and take corrective action to preclude
recurrence. Data shall be maintained to indicate the effectiveness of
corrective action.
f. The Contractor shall include in his response to Government-reported
deficiencies the date by which corrective action shall be implemented, if not
completed.
g. Defect history charts conforming to SECNAVINST 4855.2 shall be
prepared and maintained for all processes, operations, inspections and tests
employed in construction of the ship(s). Quality indicators to be charted are
contained in c., above. Defect history charts provide information regarding
process stability over time by identifying variations in the number of defects
between consecutive units or fluctuations in the process average over time.
When control limits are exceeded, the contractor shall initiate corrective
action.
h. Defect distribution charts conforming to SECNAVINST 4855.2 shall
11
<PAGE>
be prepared and maintained by the Contractor to identify the major causes of
rework, scrap and quality deficiencies. Defect distribution charts shall
provide a Pareto analysis (worst first) of those processes, operations,
inspections or tests that have the greatest impact on the defect rate, rework
cost and scrap cost.
i. Defect reduction charts conforming to SECNAVINST 4855.2 shall be
developed and maintained to reveal whether or not product quality is improving
and whether or not the rate of improvement is consistent with planned goals.
7. Configuration Management
------------------------
a. The Contractor shall develop, implement and maintain a Configuration
Management Plan (CMP) which meets the requirements of DOD-STD-480A and
NAVMATINST 4130.IA. The Contractor shall develop and include in the CMP the
procedures to be used for maintaining control of the LSD 41 (CV) Configuration
Baseline, identifying configuration items, conducting functional and physical
configuration audits, and maintaining configuration status accounting records.
b. The Contractor shall develop the LSD 41 (CV) Configuration Baseline
as systems detail drawings are developed and equipment is identified and
procured. Each item in the LSD 41 (CV) Configuration Baseline shall be
described by a discrete numbering system that provides a top down breakdown
arrangement in which any part of the ship, system, equipment and assemblies
can be addressed relative to its next higher assembly.
c. Special Contract Requirement entitled, "CONFIGURATION CONTROL," also
applies.
8. Reliability and Maintainability
-------------------------------
a. R&M Program
-----------
The contractor shall develop and implement a comprehensive R&M Program in
accordance with MIL-STD-785 Tasks 101 and 102 (reliability) and MIL-STD-470
Tasks 101 and 102 (maintainability). The Contractor shall prepare a detailed
R&M Plan for meeting the stated requirements and objectives. The Contractor
shall perform specific R&M tasks and analyses in accordance with the
specifications.
b. Reliability/Maintainability/Availability (RMA)
----------------------------------------------
The RMA requirements shall be as set forth in the specifications which
identify the R&M requirements for all mission-essential equipment invoked under
this contract.
12
<PAGE>
c. Electrical/Electronic Equipment
-------------------------------
The Contractor shall comply with the provisions of NAVMATINST
4855.10 as they pertain to electronic equipment procured and installed in
the LSD 41 (CV). Existing power supply designs will be evaluated for compliance
with the guidelines set forth in NAVMAT P-4855-1.
d. Unit Reliability/Maintainability Validation
-------------------------------------------
(1) A R&M Impact of Changes report shall be developed for any item of
mission-essential Contractor-Furnished Equipment (CFE) subject to either: (a)
changes in source; or (b) a design change which affects the established Mean-
Time-Between-Failure (MTBF) or Mean-Time-To-Repair (MTTR). The Contractor shall
perform Reliability and Maintainability (R&M) engineering analyses, obtain R&M
experience data, and perform R&M investigations as necessary to provide a R&M
Impact of Changes report for each item of mission-essential CFE identified in
NAVSEA report 05MR-022-86 and 05MR-004-87 REV.A. The report shall provide a
technical R&M analysis which fully accounts for the effects of the change and
provides substantiation for any revised MTBF and MTTR values.
(2) The R&M tasks required for the lift platforms shall include those
identified in Section 076 of the specifications, parts derating in accordance
with NAVSEA TEOOO-AB-GTP-10, mechanical and electrical stress analyses,
dimensional tolerance analyses, evaluation of the environmental profile for the
equipment, design limit qualification tests as required by Section 095-772c of
the specifications and reliability development growth testing (test analyze and
fix) in accordance with DOD 4245.7-M and MIL-STD-781D Task 202.
e. Screening of Contractor-Furnished Electronic Equipment
------------------------------------------------------
The Contractor shall impose the following requirements on his
subcontractors in response to DOD 4245.7-M and NAVMAT P-9492.
(1) For all mission essential contractor furnished electronic equipment
listed in Appendix B of NAVSEA Reports 05MR-022-86 and 05MR-004-87 Rev A
that contain semiconductors and are delivered under an established
production process, the Contractor shall assemble for Government review and
approval the semiconductor screening procedures employed throughout the
production process to ensure that premature failure of the semiconductor
will not occur because of manufacturing defects of the semiconductors.
(2) For all mission essential contractor furnished electronic equipment
that contain semiconductors listed in Appendix B of NAVSEA Reports 05MR022-
86 and 05MR-004-87, Rev. A, the manufacturer of the end unit shall certify
that the equipment supplied meets or exceeds the Mean Time Between Failures
(MTBF) and Mean Time to Repair (MTTR) values invoked by NAVSEA Reports
referenced herein.
13
<PAGE>
(3) For all mission essential contractor furnished electronic equipment
listed in Appendix B of NAVSEA Reports O5MR-022-86 and 05MR-004-87 Rev. A
that contain semiconductors but for which the design has yet to be
determined and have not been produced by established manufacturing process
the following tests shall be conducted:
(a) One hundred percent rescreening of semiconductors at -55(Degrees)C,
+25(Degrees)C and +125(Degrees)C.
(b) Particle induced noise (PIN) testing of non-glassivated
semiconductors with cavities.
(c) Manufacturing screening at the levels specified in DOD 4245.7-M for
the CFE identified in Section 076 of the specifications.
9. System Safety
-------------
The Contractor shall develop and implement, in accordance with the
specifications, a System Safety Program Plan that is integrated into design,
construction, and testing. The program shall include both personnel and
material safety considerations and shall be fully responsive to MIL-STD-882B.
10. Human Engineering Program
-------------------------
The contractor shall develop and implement a Human Engineering Program Plan
(HEPP) which conforms to MIL-H-46855B, "Human Engineering Requirements for
Military Systems, Equipment and Facilities." The HEPP shall detail the
Contractor's approach, methods and practices for assuring that human
engineering principles are applied to the design and construction of the
ship(s). The human engineering design effort shall be accomplished in
conformance with MIL-STD-1472C, "Human Engineering Design Criteria for Military
System, Equipment and Facilities."
11. Integrated Logistic Support Program
-----------------------------------
a. The objective, of the LSD 41 (CV) ILS program is to assure that
accurate and adequate logistic support is delivered to the fleet in a timely
manner at the lowest life cycle cost. In order to effect this:
(1) The Contractor shall integrate logistic activities with those of
Configuration Management. The Contractor's integration methods shall ensure
that the current ship configuration is being used as the basis of ILS analyses.
The Contractor's ILS manager shall participate in configuration audits and
reviews, in Contractor Configuration and Change Control Board activities, and in
subcontractor/vendor configuration management activities to ensure that
completed Logistic Support Analyses (LSAs) and technical manuals reflect the
"final" ship configuration.
(2) The Contractor shall ensure that engineering characteristics
14
<PAGE>
and logistic parameters are in balance with one another. The Contractor shall
ensure that his ILS organization works jointly with ship design engineering and
that an iterative Integrated Logistic Support/Design process is established to
achieve a closed loop information exchange network.
(3) The Contractor shall provide methods for integrating logistic
functions within the Contractor's organization. The Contractor shall ensure
that interfacing Government Logistic Support responsibilities are identified and
milestones are established consistent with the acquisition schedule. The
Contractor's ILS manager shall conduct meetings to assure that integration
procedures are being followed. This manager shall maintain files for
accounting, monitoring, and controlling all events which impact the ILS function
and those interdependent events which must be coordinated with these functions.
The Contractor shall establish methods of processing and expediting the flow of
information among the ILS personnel, other Contractor personnel and Navy
activities. The Contractor's ILS manager shall monitor such functions as Data
Management, Configuration Management, Ship Design Engineering, Quality
Assurance, Systems Engineering, Assurance Engineering, Test and Evaluation,
Procurement, Subcontractors and Vendors, and Human Engineering to assure that
ILS integration is achieved. The Contractor's ILS manager shall establish and
maintain communications with the applicable codes within PMS377 and the
Supervisor of Shipbuilding.
(4) The Contractor shall outline his approach to performing the logistic
requirements in the specifications by developing an Integrated Logistic Support
Plan, formatted as a compendium of Logistic Element Plans (LEPs), consisting at
a minimum of the plans listed below.
(a) ILS Management and Integration Plan. This plan shall outline the
Contractor's approach to the management and integration of the Contractor's ILS
program. It shall define the Contractor's organization for logistics, identify
all personnel and define the function of the various organizations within
logistics. In addition, this plan shall address Navy/Contractor interfaces and
the integration of logistic activities, tasks and functions that ensure logistic
requirements are included in ship design and construction.
(b) Maintenance Management Plan. This plan shall address maintenance
planning tasks to be accomplished during ship design and construction. It shall
discuss the Contractor's approach to develop the Class Planned Maintenance
System Documentation, LSA and LSARs as a consequence of new and/or modified
equipment used by the Contractor on the ship(s).
(c) Supply Support Management Plan. This plan shall establish the
Contractor's tasks and responsibilities for providing data and material for
development of supply support for the ship(s).
(d) Support and Test Equipment Plan. This document shall
15
<PAGE>
present the Contractor's plan to accomplish the support and test equipment tasks
contained in the specifications.
(e) Packaging, Handling, Stowage and Transportation Plan. This
plan shall describe the packaging, handling, stowage, and transportation
requirements for material and equipment in the Contractor's custody.
(f) Facilities Plan. This document shall contain the Contractor's
plan to identify the impact of equipment introduced on the ship(s) on existing
Navy facilities and of reporting new facility requirements to the Ship
Acquisition Manager.
(g) Contractor Support Plan. This document shall detail the
Contractor's approach for determining and implementing changes to logistic
documentation and products which result from deficiencies determined during
various trials, from the time of preliminary acceptance to the end of the
guaranty period.
(5) The ship(s) shall be delivered with all logistic resources on board.
The Navy, with assistance from the Contractor, will conduct a Logistic Readiness
Review (LRR) prior to acceptance trials on each ship to evaluate the
Contractor's performance in meeting ILS requirements and to identify any
deficiencies in logistics resources which are to be corrected by the Contractor
prior to ship delivery.
b. ILS Performance
---------------
The Government's Integrated Logistic Support Management Team (ILSMT)
will monitor and evaluate the Contractor's ILS program. The ILSMT will meet
the Contractor's ILS representatives quarterly to discuss progress in the ILS
program. The Contractor shall assist the Government in developing agendas,
documenting decisions, taking and distributing minutes, and reporting program
progress in each ILS functional area. Under the terms of Special Contract
Requirement entitled, "ILS INCENTIVE FEE," the Contractor may earn a monetary
award for his performance in surpassing ILS objectives.
c. Logistic Support Analysis
-------------------------
(1) The Contractor shall perform Logistic Support Analyses (LSAs) on
all CFE and GFE in accordance with Sections 080 and 081 of the specifications.
An LSA plan shall be prepared which describes the Contractor's LSA methodology
in detail. The Contractor shall develop and maintain a LSA record in accordance
with MIL-STD-1388.
(2) The Government will conduct LSA reviews at the Contractor's
facility on a quarterly basis. The Contractor shall support the LSA review team
by providing administrative services including developing agendas, recording and
publishing minutes, and providing technical reference data. At the beginning of
each LSA review the Contractor shall make a presentation which describes the
function and
16
<PAGE>
location of each equipment and system to be reviewed and the plan for
maintenance developed for each. The Contractor shall also present overall LSA
status and identify LSA milestones.
d. Provisioning
------------
Provisioning data shall be developed in accordance with the
Provisioning Requirements Technical Specifications, NAVSEA T6490-AG-GTP-010,
attached hereto as Attachment J-12.
e. Supply Support
--------------
The Contractor shall execute supply support management
actions in accordance with the specifications and LSD 49 Real-Time Outfitting
Management Information System (ROMIS) Requirements Statement (RRS), attached
hereto as Attachment J-7. The ROMIS equipment/component and equipment
configuration baseline, including changes, shall be established and maintained
in accordance with DOD-STD-2186 and as specified by the RRS. ROMIS data input
shall be prepared as specified in the RRS. A ROMIS Management Plan and
schedules shall be prepared in accordance with DOD-STD-2186 and the LSD 49 RRS.
The Contractor shall participate in supply support activities and conferences.
Provisioning Technical Documentation for the ships shall be procured by the
Contractor from vendors as set forth in the Provisioning Requirements Technical
Specifications, attached hereto as Attachment J-12, and this Section.
f. Maintenance Planning
--------------------
Maintenance planning shall be conducted in accordance with
the specifications. Reliability Centered Maintenance (RCM) methodology shall be
used to determine planned maintenance requirements for the ship(s).
g. Support and Test Equipment
--------------------------
The Contractor shall develop a Support and Test Equipment
List (STEL) for ship(s) delivered under this contract in accordance with the
specifications. The Contractor shall provide this equipment for the ship(s) as
part of outfitting.
h. Packaging, Handling, and Stowage
--------------------------------
The Contractor shall provide suitable warehousing areas for
receipt, inspection, packaging, binning, and interim storage of materials and
equipments under his custody, both Contractor Furnished Equipment (CFE) and
Government Furnished Equipment (GFE) prior to loading or installing aboard ship
in accordance with the specifications. Special Contract Requirement entitled,
"STORAGE OF GOVERNMENT-FURNISHED MATERIAL (GFM)," is applicable.
i. Manpower, Personnel, and Training
---------------------------------
17
<PAGE>
The Contractor shall identify and define equipment operation and
maintenance training course requirements for every Contractor-furnished non-
standard, modified standard and new design equipments in accordance with MIL-
STD-1379 and the requirements of the specifications. Further, upon issuance of
an Engineering Change Proposal, the Contractor shall develop and conduct
specific training courses in accordance with approved training plans and
specifications.
j. Standardization
---------------
Standardization requirements shall be accomplished in
accordance with MIL-STD-680A and the specifications. The Contractor shall
develop and implement a Standardization Program Plan as prescribed in the
Standardization Program Plan for LSD 41 (CV), attached hereto as Attachment J-
11. In the event of an inconsistency between standardization requirements and
the specifications, the inconsistency shall be resolved by giving precedence to
the specifications.
k. Parts Control
-------------
(1) The Contractor shall maintain a parts control program for all
newly developed or substantially modified equipment in accordance with MIL-STD-
965A, Procedure 1.
(2) The selection of parts shall be from the approved Program Parts
Selection List (PPSL) or the Government Furnished Baseline (GPB).
(3) Requests for approval of parts proposed as additions to an
approved PPSL or GPB require procuring activity approval and Military Parts
Control Advisory Group (MPCAG) review in accordance with MIL-STD-965A and CDRL
requirements. Test data when requested in writing by the procuring activity
shall be provided in accordance with CDRL requirements. If existing test data
are not available, testing shall commence only upon written request of the
procuring activity.
(4) The Contractor shall insure that a parts control meeting
in accordance with paragraph 5.1.3 of MIL-STD-965A is convened.
(5) These requirements and those of MIL-STD-965A do not
relieve the Contractor of the responsibility for complying with all requirements
specified in this contract.
12. Logistic Readiness Review
-------------------------
a. To assure that all logistic efforts have been coordinated and that
logistic documentation applicable to fitting-out and delivery is in orders the
Contractor shall assist the Government to prepare for and conduct Logistic
Readiness Reviews (LRRs). An LRR must, as judged by the Government, be
successfully completed prior to acceptance trials on each ship. The Contractor
shall ensure that all required documentation has been validated
18
<PAGE>
and is either delivered or is scheduled for delivery, as required, prior to each
LRR.
b. The Contractor; together with the Government, shall schedule formal
LRRS. Each LRR will be conducted as an integrated review of the following
logistic elements in the following sequence:
<TABLE>
<S> <C>
(1) Maintenance
(2) Personnel and Training
(3) Supply Support
(4) 3M System (PMS and Material History)
(5) Support and Test Equipment
(6) Technical Logistic Data
</TABLE>
c. Results of the reviews shall be documented. The status of corrective
actions shall be monitored by the Contractor to ensure that Quality Assurance
and ILS personnel participate in each LRR and in subsequent corrective actions.
13. Electromagnetic Environmental Effects
-------------------------------------
The Contractor shall develop and implement an Electromagnetic
Environmental Effects (E/3/) Program Plan in accordance with the specifications.
14. Total Ship Test Program
-----------------------
a. The Contractor shall develop and conduct a Total Ship Test Program in
general accordance with NAVSEA 0900-LP-095-2010 and in accordance with the
applicable sections of the specifications and references thereto.
b. The Contractor shall procure installation and checkout (INCO) spare
parts needed to support the construction and testing of the Contractor furnished
equipment. INCO spares to support GFE will be provided by the Government, if
required. The Contractor shall keep the Government apprised of the status and
usage of Government furnished INCO spares.
c. The Contractor shall provide any special test equipment needed to meet
the requirements of this contract.
d. The Contractor shall develop and implement a Comprehensive Test Plan
which shall include desired delivery dates for Government Furnished Test
Procedures which are listed in the LSD 41 (Cargo Variant) Test Documentation
Booklet, attached hereto as Attachment J-8. These delivery dates will be
reviewed and changed, if necessary, during the Comprehensive Test Plan approval
process by the Government.
15. Fitting-Out Services
--------------------
a. Outfitting Prior to Delivery
----------------------------
19
<PAGE>
(1) Prior to delivery, the Contractor shall outfit the ship(s) in
accordance with the specifications. When delivered, the ship(s) shall be fully
outfitted with all equipment, ship selected records, technical manuals,
drawings, and supply support materials as prescribed by approved allowance
lists. Supply support material includes spares and repair parts, radiac
equipment, equipage, special tools, support and test equipment, on-board data,
and consumables, including lubricants. Ammunition, small arms, cryptographic
equipment, and pyrotechnics are excluded. The Contractor shall list all on-
board materials, shortages, and overages.
(2) Wherever this contract requires drawings, technical publications,
certificates, or loose items such as locks and keys to be placed aboard the
ship(s), the Contractor, with the concurrence of the Supervisor, shall agree on
the details of turnover with the Prospective Commanding Officer or his
designated representative. Whatever the mechanics of the exchange of custody,
the Contractor shall develop lists of items transferred. The Contractor shall
obtain the signature of the designated representative certifying that the
Government has accepted custody of the items. The Contractor shall retain this
certification for a minimum of one year after delivery of the ship(s).
(3) The Contractor shall procure, calibrate, and provide secure storage
for all general purpose electronic equipment. This equipment shall be
maintained in a calibrated condition until it is transferred to the Prospective
Commanding officer or his designated representative.
b. Fitting-Out Activity
--------------------
(1) The Contractor is designated the Fitting-out Activity and shall
accomplish all fitting-out activities in accordance with Fitting-out Procedures,
New Construction Ships, MIL-STD-1339B, and the NAVSHIPS Fitting-Out Manual,
NAVSHIPS 0900-LP-031-0010.
(2) The Operating Spaces Inventory (OSI) Team for each ship will total
approximately 17 personnel. They shall have access to the Contractor's plant at
all reasonable times for a period commencing approximately seven months prior to
ship delivery. The Contractor shall provide each OSI Team with separate offices
at the Contractor's plant, with space, furnishings, and facilities for a minimum
of 3 officers and 14 enlisted men, the requirements for office space allocation,
telephone services, classified material and cash stowage facilities, rest rooms
and parking spaces shall be the same as for the Nucleus Crew.
16. Nucleus Crew
------------
a. The Nucleus Crew for each ship will total approximately 75 personnel.
They shall have access to the Contractor's plant at all reasonable times for a
period commencing approximately six months prior to ship delivery. The
Contractor shall provide each Nucleus crew with separate offices at the
Contractor's plant, with space, furnishings, and
20
<PAGE>
facilities for a minimum of 16 officers and 59 enlisted men. The space
allocation shall be at least 100 square feet per officer and 75 square feet per
enlisted man. Concurrently, the Contractor shall make available telephone
services, classified material and cash stowage facilities, rest rooms, and
parking spaces adjacent to the offices for three (3) official vehicles.
b. A minimum of 25 parking spaces in the shipyard employee parking lots
shall be available to each Nucleus Crew. If such parking spaces are distant
from the Contractor's plant, any personnel transportation services available to
shipyard personnel between parking lot and shipyard shall be available to the
ship's personnel. The Nucleus Crew will be required to comply with Contractor
rules and regulations governing personnel at its shipyard relating to security
and safety. Communications between the Prospective Commanding Officer and the
Contractor shall be via the Supervisor. Each Prospective Commanding Officer
shall be allowed free access to his ship at all reasonable times, be permitted
to attend Contractor/Supervisor status meetings, and receive copies via the
Supervisor of all status reports transmitted to the Supervisor.
c. To the extent that the Nucleus Crew activities will not interfere with
the Contractor's obligations to deliver the ship(s) in accordance with the
contract terms and conditions, the Nucleus Crew shall be allowed reasonable
access to the ship(s) for the following activities:
(1) Indoctrination and familiarization with the general arrangement and
condition of their ship.
(2) Participation during sea trials to the extent permitted by
available ships' accommodations and consistent with INSURV requirements.
(3) Assisting the Supervisor's personnel in conducting inspections of the
ship(s).
17. Availability Periods
--------------------
a. Pre-Delivery Availability
-------------------------
(1) The Contractor shall provide equipment and system access and
availability time to the Government on a mutually agreed to schedule for the
accomplishment of the following activities:
<TABLE>
<S> <C>
(a) Certifications
(b) Crew Familiarization
(c) Electromagnetic Interference Testing
</TABLE>
(2) During the conduct of the above activities the Contractor
shall:
(a) Provide ship services such as power, cooling water, dry
21
<PAGE>
air, and air conditioning.
(b) Provide technical and operator personnel as necessary to
assist Government representatives.
b. Post-Delivery Availability
--------------------------
Immediately following delivery, each ship will commence a Post-
Delivery Availability at the Contractors yard. During these periods, the Navy
may operate the ship(s) for the purpose of conducting special tests and trials.
When not operating at sea, the ship(s) will be berthed at the Contractor's yard.
During this period, Government personnel will also install, test, and checkout
the ships' cryptographic equipment. During the Post Delivery Availability,
which may be up to 60 days duration for each ship, the Contractor shall:
(1) Provide berthing space pierside for the ship(s), including brows
and landing platforms, as appropriate, utilities from shore connections
(electricity, steam, fresh water, compressed air, sewage, telephone), and crane
services.
(2) Provide convenient parking space and on-site transportation for
ship's company personnel as provided to the Nucleus Crew. Provide access
through the yard to the ships' force personnel and their authorized visitors.
(3) When authorized by the Government, by contractual modification,
provide industrial services for post-delivery work, industrial services to the
Navy test team, and logistic support for each ship's commissioning ceremony.
18. Demonstrations
--------------
Whenever the Contractor is required to demonstrate a procedure,
technique, or process, that demonstration shall be accomplished in the actual
shipboard space, if available, or in a realistic shipboard-type setting. To
this end, shipboard safety procedures must be followed and the tools,
equipment, devices, and apparel (such as protective clothing) which will be
used by the ship's company shall be those used for the demonstration.
Items 0004 and 0005 - NOT USED
Item 0006 - Familiarization
In addition to the requirements listed below, the following requirements
from Items 0001, 0002 and 0003 of SECTION C:
DESCRIPTION/SPECIFICATIONS/WORK STATEMENT are invoked for 0006AA, 0006AB and
0006AC.
22
<PAGE>
<TABLE>
<CAPTION>
Paragraph/Title
---------------
<S> <C>
4.c.(2) Status Reports and Reviews
4.d. Contract Work Breakdown Structure
4.f. Contract Responsibility Matrix
5.a. and c. Data Management
</TABLE>
0006AA - Familiarization - LSD 49
The Contractor shall develop and conduct a familiarization program for the
LSD 49 Nucleus and Balance Crews on the principles of the design and basic
operations of the ship. The Nucleus Crew shall receive its familiarization at
the Contractor's facility. The Balance Crew shall receive its familiarization
at the designated precommissioning site.
0006AB - Familiarization - LSD 50
The Contractor shall develop and conduct a familiarization program for the
LSD 50 Nucleus and Balance Crews on the principles of the design and basic
operations of the ship. The Nucleus Crew shall receive its familiarization at
the Contractor's facility. The Balance Crew shall receive its familiarization
at the designated precommissioning site. The curriculum and materials developed
for LSD 49 and approved by the Government may be tailored to meet this
requirement.
0006AC - Familiarization - LSD 51
The Contractor shall develop and conduct a familiarization program for the
LSD 51 Nucleus and Balance Crews on the principles of the design and basic
operations of the ship. The Nucleus Crew shall receive its familiarization at
the Contractor's facility. The Balance Crew shall receive its familiarization
at the designated precommissioning site. The curriculum and materials developed
for LSD 50 and approved by the Government may be tailored to meet this
requirement.
Item 0007 - Technical Manuals
In addition to the requirements listed below, the following requirements
from Items 0001, 0002 and 0003 of SECTION C:
DESCRIPTION/SPECIFICATIONS/WORK STATEMENT are invoked for 0007AA, 0007AB and
0007AC.
<TABLE>
<CAPTION>
Paragraph/Title
---------------
<S> <C>
4.c.(2) Status Reports and Reviews
4.d. Contract Work Breakdown Structure
4.f. Contract Responsibility Matrix
5.a. and c. Data Management
</TABLE>
Item 0007AA - Technical Manuals - LSD 49
23
<PAGE>
The Contractor shall develop technical manuals for the operation and
maintenance of all Contractor furnished, repairable, APL worthy equipment and
systems installed in LSD 49 in accordance with the LSD 41 (Cargo Variant)
Technical Manual Contract Requirements (TMCR), attached hereto as Attachment J-
6.
The Contractor shall provide technical manuals, books, guides, lists and
changes to existing publications to reflect the configuration of the ship
constructed under this contract. Technical Publications and change pages shall
meet the requirements stated in the TMCR and the specifications. Fitting out of
both Government-furnished and Contractor-furnished Technical Publications and
drawings will be accomplished by the Contractor in accordance with the TMCR and
the specifications.
Item 0007AB - Technical Manuals - LSD 50
The Contractor shall develop technical manuals for the operation and
maintenance of all Contractor furnished, repairable, APL worthy equipment and
systems installed in LSD 50 in accordance with the LSD 41 (Cargo Variant)
Technical Manual contract Requirements (TMCR), attached hereto as Attachment J-
6.
The Contractor shall provide technical manuals, books, guides, lists and
changes to existing publications to reflect the configuration of the ship
constructed under this contract. Technical Publications and change pages shall
meet the requirements stated in the TMCR and the specifications. Fitting out of
both Government-furnished and Contractor-furnished Technical Publications and
drawings will be accomplished by the Contractor in accordance with the TMCR and
the specifications.
Item 0007AC - Technical Manuals - LSD 51
The Contractor shall develop technical manuals for the operation and
maintenance of all Contractor furnished, repairable, APL worthy equipment and
systems installed in LSD 51 in accordance with the LSD 41 (Cargo Variant)
Technical Manual Contract Requirements (TMCR), attached hereto as Attachment J-
6.
The Contractor shall provide technical manuals, books, guides, lists and
changes to existing publications to reflect the configuration of the ship
constructed under this contract. Technical Publications and change pages shall
meet the requirements stated in the TMCR and the specifications. Fitting out of
both Government-furnished and Contractor-furnished Technical Publications and
drawings will be accomplished by the Contractor in accordance with the TMCR and
the specifications.
Item 0008 - Data for Items 0001, 0002 and 0003
24
<PAGE>
The data to be furnished hereunder shall be prepared in accordance with the
Contract Data Requirement List, DD Form 1423, Exhibits A and B attached hereto
as Attachment J-2. Exhibits A and B apply to Item 0001, Items 0002 and 0003.
Item 0009 - Data for Items 0006AA, 0006AB and 0006AC
The data to be furnished hereunder shall be prepared in accordance with the
Contract Data Requirements List, DD Form 1423, Exhibits A and B attached hereto
as Attachment J-2. Exhibits A and B apply to Items 0006AA, 0006AB and 0006AC.
Item 0010 - Data for Items 0007AA, 0007AB and 0007AC
The data to be furnished hereunder shall be prepared in accordance with the
Contract Data Requirements List, DD Form 1423, Exhibit B attached hereto as
Attachment J-2. Exhibit B applies to Item 0007AA, Item 0007AB and 0007AC.
Item 0011 - COSAL Material
The Contractor shall provide on-board spares, repair parts, equipage,
special tools, loose hardware, and support and test equipment for the ship(s) in
accordance with orders placed under Special Contract Requirement entitled,
"REPAIR PARTS, TOOLING AND SPECIAL EQUIPMENT."
Item 0012 - Special Studies, Analyses and Reviews
The Contractor shall perform special studies, analyses, and
reviews in support of the construction of LSDs 49 - 51 in accordance with orders
placed under Special Contract Requirement entitled, "ORDERS".
Item 0013 - Engineering and Industrial Services
The Contractor shall perform engineering and industrial services in support
of the construction of LSDs 49 - 51 in accordance with orders placed under
Special Contract Requirement entitled, "ORDERS".
Item 0014 - IGES Format SSR Drawings
In addition to the requirements listed below the following requirements of
Items 0001, 0002 and 0003 of SECTION C:
DESCRIPTION/SPECIFICATIONS/WORK STATEMENT are invoked for 0014AA, 0014AB and
00014AC.
<TABLE>
<CAPTION>
Paragraph/Title
---------------
<S> <C>
4.c.(2) Status Reports and Reviews
4.d. Contract Work Breakdown Structure
4.f Contract Responsibility Matrix
5.a. and c. Data Management
</TABLE>
25
<PAGE>
0014AA - IGES Format SSR Drawings - LSD 49
For LSD 49 Ship Selected Record (SSR) drawings, a magnetic tape copy, in
Initial Graphics Exchange Specification (IGES) format (National Technical
Information Service Order No. PB83137448), shall be prepared.
0014AB - IGES Format SSR Drawings - LSD 50
For LSD 50 Ship Selected Record (SSR) drawings, a magnetic tape copy, in
Initial Graphics Exchange Specification (IGES) format (National Technical
Information Service Order No. PB83137448), shall be prepared.
0014AC - IGES Format SSR Drawings - LSD 51
For LSD 51 Ship Selected Record (SSR) drawings, a magnetic tape copy, in
Initial Graphics Exchange Specification (IGES) format (National Technical
Information Service Order No. PB83137448), shall be prepared.
Item 0015 - Data for Item 0014
The data to be furnished hereunder shall be prepared in accordance with the
Contract Data Requirements List, DD Form 1423, Exhibit A attached hereto as
Attachment J-2. Exhibit A applies to Items 0014AA, 0014AB and 0014AC.
26
<PAGE>
SECTION D - PACKAGING AND MARKING
Classified data and documentation shall be prepared for delivery in
accordance with the Department of Defense Industrial Security Manual for
Safeguarding Classified Information. DoD 5220.22M.
Unclassified documentation shall be prepared for delivery in accordance
with the Contractor's standard commercial practice.
Item 0011 (Item 0011AA, 0011AB 0011AC) - The on-board spares, repair parts
equipage, special tools, loose hardware, and support and test equipment ordered
hereunder shall be preserved, packaged, and packed in accordance with the
requirements of the orders placed under the Special Contract Requirement
entitled, "ORDERS".
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
27
<PAGE>
SECTION E - INSPECTION AND ACCEPTANCE
Items 0001, 0002 and 0003 shall be constructed, inspected and preliminarily
accepted at the following location:
AVONDALE INDUSTRIES, INC.
SHIPYARDS DIVISION
5100 River Road
Avondale. Louisiana 70094
The requirements and procedures for inspection and acceptance of the ship(s) are
set forth in the "PRELIMINARY ACCEPTANCE", "INSPECTION", "FINAL ACCEPTANCE",
"DELIVERY OF COMPLETED VESSEL", "GUARANTY PERIOD" and "INSPECTION FACILITIES"
clauses of this contract.
Item 0006 (0006AA, 0006AB and 0006AC) Inspection and acceptance of the conduct
of the familiarization shall be made by the Contracting Officer or his
designated representative at the familiarization sites.
Items 0008, 00009, 0010 and 0015: Inspection and acceptance of deliverable data
of this contract shall be in accordance with the requirements identified in
Block 7 of the applicable DD Form 1423, attached hereto.
Items 0011 (0011AA 0011AB and 0011AC), 0012 (0012AA, 0012AB and 0012AC), and
0013 (0013AA, 0013AB and 0013AC): Inspection and acceptance of supplies and
services ordered under shall be as specified in orders issued under Special
Contract Requirement entitled, "ORDERS."
28
<PAGE>
SECTION F - DELIVERIES OR PERFORMANCE
The Contractor shall deliver the ship(s) to the Government F.O.B. Origin,
Contractor's Facility. The ship(s) shall be fully outfitted and tested in
accordance with the terms and conditions of this contract.
The ship(s) shall be delivered in accordance with the following delivery
schedule:
<TABLE>
<CAPTION>
Ship DELIVERY DATE
---- -------------
<S> <C>
Item 0001 - LSD 49 November 1994
-------------
Item 0002 - LSD 50 July 1995
-------------
Item 0003 - LSD 51 March 1996
-------------
Items 0004 and 0005 NOT USED)
</TABLE>
Items 0001, 0002 and 0003: Post-delivery availability for each ship shall be
completed within sixty (60) days after delivery of the ship.
Item 0006 (0006AA, 0006AB and 006AC): The period of performance for
familiarization is from the date of contract award to delivery of the applicable
ship.
Items 0007 (0007AA, 0007AB and 0007AC) and 0010: Technical Manuals shall be
delivered with data for technical manuals in accordance with the applicable DD
Form 1423, attached hereto.
Item 0008 and Item 0009: The Contractor shall deliver data as specified in the
applicable DD Form 1423, attached hereto.
Items 0011 (0011AA, 0011AB and 0011AC), 0012 (Item 0012AA, 0012AB and 0012AC)
and 0013 (0013AA, 0013AB and 0013AC): Supplies shall be delivered and services
shall be performed in accordance with orders issued pursuant to Special Contract
Requirement entitled, "ORDERS." The period of performance for Items 0011, 0012
and 0013 is from contract award through expiration of the guaranty period of the
applicable ship.
Items 0014 (0014AA, 0014AB and 0014AC) and 0015: Tapes shall be delivered with
data for tapes in accordance with the applicable DD Form 1423, attached hereto.
Except when the Material Inspection and Receiving Report (MIRR) (DD 250) is used
as an invoice, the Contractor shall enter unit prices on all MIRR copies. Line
items shall be priced using actual prices or, if not available, estimated
prices. When the price is estimated, an "El" shall be entered after the price.
29
<PAGE>
SECTION G: CONTRACT ADMINISTRATION DATA
1. The Contract Administration Office:
Supervisor of Shipbuilding,
Conversion and Repair USN
New Orleans, LA 70142
2. The Purchasing Office Representative is:
Contracting Officer
Naval Sea Systems Command (SEA 02224)
Department of the Navy
Washington, DC 20362-5160
Phone Number: (703) 602-1926
3. All written Contractor correspondence to NAVSEA, however addressed, shall
be submitted through the Contract Administration Offices and signed by an
authorized representative of the Contractor with an advance copy to NAVSEA (PMS
377 and SEA 02224). (The Contractor shall ensure that a list of such
representatives is on file with the Contract Administration Office).
Correspondence shall be submitted in the number of copies designated by the
Contract Administration Office and shall normally be limited to one subject when
referring to payment, changes, or delivery. For correspondence addressed to the
Procuring Contracting Officer, the Contractor is responsible for timely delivery
of a direct advance copy especially if notification to the PCO is required or
acknowledgement of receipt is desired or requested.
30
<PAGE>
SECTION H - SPECIAL CONTRACT REQUIREMENTS
The following are the Special Contract Requirements of the Contract:
<TABLE>
<S> <C>
H-1 ACCESS TO THE VESSEL(S) (FT) (83-1)..............................
H-2 ADDITIONAL DEFINITIONS (FT) (90-1)...............................
H-3 ADDITIONAL INSURANCE PROVISIONS (FT) (90-1)......................
H-4 ADDITIONAL CONTRACT REQUIREMENTS RELATING TO GOVERNMENT PROPERTY
(FT) (84-1)......................................................
H-5 APPROVAL BY THE GOVERNMENT (FT) (83-1)...........................
H-6 ORDER OF PRECEDENCE..............................................
H-7 NOT USED.........................................................
H-8 DEFAULT (FT) (90-1)..............................................
H-9 DELIVERY OF COMPLETED VESSEL (FT) (83-1).........................
H-10 DEPARTMENT OF LABOR SAFETY AND HEALTH STANDARDS FOR
SHIPBUILDING (FT) (90-1).........................................
H-11 DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (FT)
(90-1)...........................................................
H-12 EQUITABLE ADJUSTMENTS: WAIVER AND RELEASE OF CLAIMS
(FT)(83-1).......................................................
H-13 FINAL ACCEPTANCE (FT) (83-1).....................................
H-14 FINAL SETTLEMENT (FT) (83-1).....................................
H-15 FOREIGN SHIPYARD CONSTRUCTION PROHIBITION (FT) (83-1)............
H-16 GOVERNMENT PROPERTY (FIXED-PRICE) (FT) (84-1)....................
H-17 GUARANTY PERIOD (FT) (90-1)......................................
H-18 NOT USED.........................................................
H-19 INSPECTION (FT) (90-1)...........................................
H-20 INSPECTION FACILITIES (FT) (90-1)................................
H-21 INSURANCE-PROPERTY LOSS OR DAMAGE - LIABILITY TO THIRD
PERSONS (FT) (90-1)..............................................
H-22 LIENS AND TITLE (FT) (83-1)......................................
H-23 LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF
DEFECTS (90-1)...................................................
H-24 LOGISTIC SUPPORT REQUIREMENT (FT) (90-1).........................
H-25 NATIONAL STOCK NUMBERS (FT) (83-1)...............................
H-26 NAVY REORGANIZATION (FT) (83-1)..................................
H-27 NOTIFICATION OF CHANGES (FT) (83-1)..............................
H-28 OTHER CHANGE PROPOSALS (FT) (90-1)...............................
H-29 PAYMENTS (FP) (90-1).............................................
H-30 PLANS AND OTHER DATA (FT) (83-1).................................
H-31 PRELIMINARY ACCEPTANCE (FT) (83-1)...............................
H-32 PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW (FT) (83-1)..........
H-33 NOT USED.........................................................
H-34 SHIPBUILDING PRODUCTION PROGRESS CONFERENCES (SPPC)
(FT)(83-1).......................................................
H-35 SHIPBUILDING SUPPORT OFFICE SCHEDULES (FT) (83-1)................
H-36 ORDERS...........................................................
H-37 ASSIGNMENT AND USE OF STOCK NUMBERS..............................
H-38 ASSIGNMENT OF SUBCONTRACTS.......................................
</TABLE>
31
<PAGE>
<TABLE>
<S> <C>
H-39 DRYDOCKING FACILITIES AND SHIPBUILDING WAYS
CERTIFICATION (FT) (86-1)......................................
H-40 PRODUCTION SPECIAL TOOLING AND PRODUCTION SPECIAL TEST
EQUIPMENT......................................................
H-41 CONTRACT PROBLEM IDENTIFICATION REPORTS........................
H-42 NOT USED
H-43 CURRENT CONTRACT DELIVERY DATE.................................
H-44 DOD FAR SUPPLEMENT.............................................
H-45 GOVERNMENT APPROVAL AND COMMENT................................
H-46 CONFIGURATION CONTROL..........................................
H-47 STORAGE OF GOVERNMENT-FURNISHED MATERIAL (GFM).................
H-48 GOVERNMENT-FURNISHED INFORMATION...............................
H-49 IDENTIFICATION MARKING OF PARTS................................
H-50 DISCLAIMER.....................................................
H-51 ADDITIONAL PROVISIONS RELATING TO SUBCONTRACTS.................
H-52 NOT USED
H-53 TECHNICAL SERVICES.............................................
H-54 PROTECTION OF THE SHIP DURING ADVERSE ENVIRONMENTAL
CONDITIONS.....................................................
H-55 GOVERNMENT SUPPORT SERVICE CONTRACT PARTICIPATION..............
H-56 PREVENTION OF THE DISCHARGE OF OIL AND HAZARDOUS
SUBSTANCES.....................................................
H-57 PRINTING OF TECHNICAL MANUALS, PUBLICATIONS, CHANGES,
REVISIONS AND AMENDMENTS.......................................
H-58 PROCUREMENT FLOW-DOWN REQUIREMENTS.............................
H-59 NOT USED
H-60 PRODUCT - ORIENTED SURVEY......................................
H-61 MATERIAL REVIEW BOARD..........................................
H-62 BACKGROUND PATENT RIGHTS.......................................
H-63 DRAFT PLANS SUBMITTED WITH THE TECHNICAL PROPOSAL..............
H-64 PROPRIETARY DATA...............................................
H-65 QUALIFICATION OF CONTRACTOR NONDESTRUCTIVE TESTING
PERSONNEL......................................................
H-66 TECHNICAL DATA.................................................
H-67 USE OF GOVERNMENT FACILITIES, SPECIAL TOOLING, AND
SPECIAL PURPOSE TEST EQUIPMENT ON A NO-CHARGE BASIS............
H-68 PLANT PROTECTION...............................................
H-69 NOT USED
H-70 REQUIREMENTS FOR HAND-HELD POWER GRINDERS (NAVSEA 1971-1)......
H-71 ECONOMIC PURCHASE QUALITY - SUPPLIES...........................
H-72 ACCOUNTING BY ACRN.............................................
H-73 NOT USED
H-74 SHIPBUILDING SPECIFICATION MAINTENANCE.........................
H-75 ILS INCENTIVE FEE..............................................
H-76 NOT USED
H-77 WEIGHTED GUIDELINES............................................
H-78 WEIGHT CONTROL.................................................
H-79 SUPERVISOR'S FACILITIES........................................
H-80 ADDITIONAL SUPPORT FACILITIES..................................
</TABLE>
32
<PAGE>
<TABLE>
<S> <C>
H-81 NOT USED
H-82 DOMESTIC ACQUISITION OF SHIP PROPULSION SHAFTING...............
H-83 NOT USED
H-84 SELECTED SUBCONTRACTORS........................................
H-85 CONTRACT MILESTONES............................................
H-86 GOODS OR SERVICES FROM TOSHIBA OR KONGSBERG
VAPENFABRIKK...................................................
H-87 REQUIRED SOURCES FOR MOORING CHAINS............................
H-88 EFFECTIVE DATE OF ISSUE OF REFERENCES..........................
H-89 LSD 44 THROUGH 48 INFORMATION..................................
H-90 SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS...........
H-91 REQUIREMENTS FOR AIR CIRCUIT BREAKERS USED IN NAVAL
VESSELS........................................................
H-92 EXTRAORDINARY CONTRACTUAL RELIEF...............................
H-93 REPAIR PARTS, TOOLING AND EQUIPMENT............................
</TABLE>
33
<PAGE>
H-1 ACCESS TO THE VESSEL(S) (FT) (83-1)
Officers, employees and associates of other prime Contractors with the
Government and their subcontractors, shall, as authorized by the Supervisor,
have, at all reasonable times, admission to the plant, access to the vessel(s)
where and as required, and be permitted, within the plant and on the vessel(s)
to perform and fulfill their respective obligations to the Government. The
Contractor shall make reasonable arrangements with the Government or Contractors
of the Government, as shall have been identified and authorized by the
Supervisor to be given admission to the plant and access to the vessel(s) for
office space, work areas, storage or shop areas, or other facilities and
services, necessary for the performance of the respective responsibilities
involved, and reasonable to their performance.
H-2 ADDITIONAL DEFINITIONS (FT) (90-1)
As used throughout this contract, the following terms shall have the
meanings set forth below:
(a) DEPARTMENT - means the Department of the Navy.
(b) COMMANDER, NAVAL SEA SYSTEMS COMMAND - means the Commander of
the Naval Sea Systems Command of the Department of the Navy or his duly
appointed successor or duly authorized representative.
(c) NAVSEA 08 - means the Deputy Commander, Nuclear Propulsion
Directorate, Naval Sea Systems Command of the Department of the Navy.
(d) SUPERVISOR - means the cognizant Supervisor of Shipbuilding,
Conversion and Repair, Department of the Navy.
(e) PROJECT MANAGER (SHAPM) (PMS) - means the PMS 377 Program Manager, or
his duly appointed successor or duly authorized representative, of the Naval Sea
Systems Command of the Department of the Navy.
H-3 ADDITIONAL INSURANCE PROVISIONS (FT) (86-1)
(a) The provisions contained in the standard form of Marine Builder's Risk
(Navy Form - Syndicate) policy referred to in paragraph (a) of the clause of
this contract entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD
PERSONS"..."with leave to fire guns and torpedoes, but no claim to attach
thereto for loss of or damage to the vessel or machinery unless the accident
results in a total loss of a
34
<PAGE>
vessel," shall not include, or be construed as including, any operation
conducted under the "General Scope of Work" and "Specifications" paragraphs of
Section C of this contract; and further, the operations referred to in these
aforesaid paragraphs shall not be deemed to be "warlike operation" as used in
the Collision Liability and Protection and Indemnity Liabilities (Government
Syndicate Form) policy referred to in paragraph (b) of the clause of this
contract entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD
PERSONS". Further, the Contractor shall not carry Collision Liability and
Protection and Indemnity Liabilities insurance (Government Syndicate Form)
referred to in the first sentence of paragraph (b) of the clause of this
contract entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS"
during the period of the performance of the underway trials required by this
contract, and the Government will indemnify the Contractor against liability
(including expenses incidental thereto) to third persons which would have been
covered by the aforesaid insurance if the Contractor had carried such insurance
during the period stated above; provided, however, that the Contractor shall not
--------
be relieved of any other obligations required by the aforesaid paragraph (b) of
the "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS" clause.
(b) Notwithstanding any provisions to the contrary in paragraph
(a) of the clause entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO
THIRD PERSONS", the assumption by the Government of the risk of loss of or
damage to the vessels and the materials and equipment therefor provided for by
the aforesaid paragraph (a) of the clause entitled "INSURANCE-PROPERTY LOSS OR
DAMAGE-LIABILITY TO THIRD PERSONS", shall continue until the expiration of the
guaranty periods of the vessels, or until completion of all work under this
contract, whichever is later. The Government does not, however, assume the risk
of loss of or damage to any equipment which results from a defect in a part
thereof for which the Contractor is responsible pursuant to the "PRELIMINARY
ACCEPTANCE", "GUARANTY PERIOD", or "INSPECTION" clauses of this contract. The
term "equipment" as used in the preceding sentence means the largest integrated
unit (e.g., component, subassembly, or individual system, as the case may be)
furnished by the same supplier who furnished the part causing the loss or
damage.
(c) Any material furnished by the Government under this contract shall be
deemed to be materials or equipment for the vessels within the meaning of the
"INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS" clause hereof.
(d) It is understood that the operation of firing explosive charges to
eject missiles is an operation conducted under the "General Scope of Work" and
"Specifications" paragraphs of Section C of this contract, and accordingly, this
clause applies to such operations.
35
<PAGE>
(e) The Government's liability under the last sentence of paragraph (a) of
this clause, paragraph (b) of the clause of this contract entitled "INSURANCE-
PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS," and the Collision Liability
and Protection and Indemnity Liabilities Insurance forms set forth in the
pamphlet entitled "Standard Forms of Marine Builders Risk (Navy Form Syndicate)
and War Damage Insurance Policies, Referred to in Vessel Contracts of the Bureau
of Ships" dated 23 November 1942, is subject to the availability of appropriated
funds at the time a contingency occurs. Nothing in this contract shall be
construed as implying that the Congress will, at a later date, appropriate funds
sufficient to meet deficiencies.
H-4 ADDITIONATION CONTRACT REQUIREMENT RELATING TO GOVERNMENT PROPERTY (FT) (84-
1)
(a) The Contracting Officer may increase the amount of property to be
furnished under this contract and the contract shall be equitably adjusted to
reflect such increase in accordance with procedures of the "CHANGES-Fixed-Price"
clause of the contract.
(b)(1) As to all equipments listed in Schedule "A" which will be
permanently installed or otherwise will be built into the vessel(s), the AN
nomenclature or other model designations given therein are to indicate only the
basic description of equipments to be furnished and do not indicate the specific
model or manufacturer's equipment that will be furnished. The Government may
furnish, without issuing a change under the "CHANGES-Fixed-Price" clause of the
contract, other equipments bearing nomenclature and model designations which
further define the specific equipment to be furnished and to further substitute
other equipments with different nomenclature or model designations as long as
they are geometrically congruent dimensionally, and mechanically and
electrically interchangeable with the equipment identified in Schedule "A".
(2) As to all equipments listed in Schedule "A" which are portable in
nature and require only means for stowage in the vessel(s), the AN nomenclature
or other model designations given therein are to indicate only the basic
description of the equipments to be furnished. The Government may furnish,
without issuing any change under the "CHANGES-Fixed-Price" clause of the
contract, other equipments bearing different AN nomenclature or other model
designations as long as the equipments furnished are functionally
interchangeable with the equipments specified in Schedule "A" and no changes in
ship stowage provisions are required.
(c) Unless otherwise specifically directed by the Supervisor, nonreusable
crates and other nonreusable packaging in which Government
36
<PAGE>
Property is delivered to the Contractor shall become the property of the
Contractor upon removal of the packaged or crated material, in which event such
crates and other packaging shall not be subject to the provisions of the clause
of this contract entitled "GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)".
(d) Any packaging or preparation for delivery or for other disposal of
Government Property by the Contractor at the direction or authorization of the
Contracting Officer pursuant to paragraph (i) of the clause of this contract
entitled "GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)" shall be provided for by
change order and an appropriate adjustment shall be made in the contract price
in accordance with the clause of the contract entitled "CHANGES-Fixed-Price".
H-5 APPROVAL BY THE GOVERNMENT (AT) (83-1)
Approval by the Government as required under this contract and applicable
specifications shall not relieve the Contractor of its obligation to comply with
the specifications and with all other requirements of the contract, nor shall it
impose upon the Government any liability it would not have had in the absence of
such approval.
H-6 ORDER OF PRECEDENCE
(a) The terms and conditions of this contract are as follows and
constitute the entire agreement of the parties:
<TABLE>
<CAPTION>
PART I - SCHEDULE
-----------------
<S> <C>
Supplies or Services and Prices/Cost Section B
Description/Specifications/Work Statement Section C
Packaging and Marking Section D
Inspection and Acceptance Section E
Deliveries and Performance Section F
Contract Administration Data Section G
Special Contract Requirements Section H
<CAPTION>
PART II - CONTRACT CLAUSES
--------------------------
<S> <C>
Contract Clauses Section I
<CAPTION>
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
------------------------------------------------------------
<S> <C>
List of Attachment Section J
</TABLE>
37
<PAGE>
(b) The rights and obligations of the parties to this contract shall be
subject to and governed by the contract as enumerated above. In the event of
any inconsistency in this contract, the inconsistency shall be resolved by
giving precedence in the following order:
(a) the Schedule (excluding the referenced Section J Attachments);
(b) Contract Clauses; and (c) Specifications, Documents, Exhibits and
other Attachments, contained in Section J.
H-7 NOT USED
H-8 DEFAULT (FT) (90-1) (NAVSEA 52.249-9104)
Insert FAR 52.249-8, entitled "DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)", by
reference in SECTION I-1 of the contract. In addition, insert the following in
SECTION I-3:
(a) The Government may, subject to the provision of paragraph (c) below, by
written notice of default to the Contractor, terminate in whole or in part this
contract in any one of the following circumstances:
(i) if the contractor fails to make delivery of the vessels or
supplies or to perform the services within the time specified
herein or any extension thereof: or
(ii) if the Contractor fails to perform any of the other provision of
this contract, or so fails to make progress as to endanger
performance of this contract in accordance with its terms, an in
either of these two circumstances does not cure such failure
within a period of ten (10) days (or such longer period as the
Contracting Officer may authorize in writing) after receipt of
notice for the Contracting Officer specifying such failure.
(b) In the event the Government terminates this contract in whole or in
part as provided in paragraph (a) of this clause. The Government may procure,
upon such terms and in such manner as the Contracting Officer may deem
appropriate, vessels, supplies or services similar to those so terminated, and
the Contractor shall be liable to the Government for any excess costs for such
similar vessels, supplies or services; provided, that the Contractor shall
--------
continue the performance of this contract to the extent not terminated under the
provisions of this clause. In addition to its other remedies, the Government
may, with respect to work terminated as permitted in this clause, proceed with
the completion of the vessels and supplies at such plant or
38
<PAGE>
plants, including that of the Contractor, as may be designated by the
Contracting Officer. If the vessels are to be completed at the Contractor's
plant, the Government may use all tools, machinery, facilities and equipment of
the Contractor determined by the Contracting Officer to be necessary for that
purpose. If the cost to the Government of the vessels and supplies therefore so
procured or completed (after adjusting such cost to exclude the effect of
changes in the plans and specifications made subsequent to the date of
termination) exceeds the price fixed for such vessels and supplies under this
contract (after adjusting such price on account of changes in the plans and
specifications made prior to the date of termination) the Contractor, or its
surety, if any, shall be liable for such excess.
(c) Except with respect to defaults of subcontractors, the Contractor
shall not be liable for any excess costs or other damages if the failure to
perform the contract arises out of causes beyond the control and without the
fault or negligence of the Contractor. Such causes may include; but are not
restricted to, acts of God or of the public enemy, acts of the Government in
either its sovereign or contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, freight embargoes, and unusually severe
weather; but in every case the failure to perform must be beyond the control and
with the fault or negligence of the Contractor. If the failure to perform is
caused by the default of a subcontractor, and if such default arises out of
causes beyond the control of both the Contractor and subcontractor, and without
the fault or negligence if either of them, the Contractor shall not be liable
for any excess costs for failure to perform, unless the supplies for services to
be furnished by the subcontractor were obtainable from other sources in
sufficient time to permit the Contractor to meet the required delivery schedule.
As used in this clause, the word "subcontractor" means subcontractor at any
tier.
(d) If this contract is terminated as provided in paragraph (a) of this
clause, the Government, in addition to any other rights provided in this clause,
may require the Contractor to transfer title (insofar as not previously
transferred) and deliver to the Government, in the manner and to the extent
directed by the Contracting Officer, (i) any completed vessels and supplies, and
(ii) such partially completed vessels supplies and materials, parts, tools,
dies, jigs, fixtures, plans, drawings, information, and contract rights
(hereinafter called manufacturing materials") as the Contractor has specifically
constructed, produced or specifically acquired for the performance of such part
of this contract as has been terminated; and the Contractor shall, upon
direction of the Contracting Officer, protect and preserve property in the
possession of the Contractor in which the Government has an interest. Payment
for completed vessels and supplies delivered
39
<PAGE>
to and accepted by the Government shall be at the contract price. Payment for
manufacturing materials delivered to and accepted by the Government and for the
protection and preservation of property shall be in an amount agreed upon by the
Contractor and Contracting Officer; failure to agree to such amount shall be
dispute concerning a question of fact within the meaning of the clause of this
contract entitled "Disputes:. The Government may withhold from amount otherwise
due the Contractor for such completed vessels, supplies or manufacturing
materials such sum as the Contracting Officer determines to be necessary to
protect the Government against loss because of outstanding liens of former lien
holders.
(e) If after notice of termination of this contract under the provisions
of this clause, it is determined for any reason that the Contractor was not in
default under the provisions of this clause, or that the default was excusable
under the provisions of this clause, the rights and obligations of the parties
shall, if the contract contains a clause providing for termination for
convenience of the Government, be the same as if the notice of termination had
been issued pursuant to such clause.
(f) The rights and remedies of the Government provided in this clause
shall not be exclusive and are in addition to any other rights and remedies
provided by law or under this contract.
H-9 DELIVERY OF COMPLETED VESSEL (FT) (JAN 1983)
The term "vessel" as used in this requirement refers to each of the vessels to
be constructed and delivered under this contract.
(a) The vessel shall not be presented for acceptance trials (as used in this
requirement acceptance trials means acceptance trials or combined acceptance
trials) until it is determined by the Supervisor that the Contractor has
satisfactorily carried out those parts of the builder's trials for which the
Contractor is responsible, including builder's dock and sea trials, and that the
Contractor has:
(i) Corrected all Contractor responsible deficiencies discovered before
completion of all builder's sea trials, unless otherwise agreed to in writing by
the Contracting Officer; and
(ii) Corrected all Contractor responsible deficiencies discovered after
completion of the builder's sea trials which are determined by the Contracting
Officer to be necessary to avoid an adverse effect on the operational capability
of the vessel.
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(b) The Contractor shall be responsible for scheduling an interval of a minimum
of thirty (30) days between the satisfactory completion of acceptance trials and
delivery of the vessel. During this period, the Contractor shall satisfactorily
correct all Contractor responsible deficiencies, whether discovered before,
during, or after completion of acceptance trials, which are determined by the
Contracting Officer to be necessary to avoid an adverse effect on the
operational capability of the vessel.
(c) Prior to delivery of the vessel, to the extent necessary for tests, crew
training, or operations which the Government is to perform and which do not
require the Government to have control of the entire vessel, the Contractor
shall make parts of the vessel available to the Government; to the extent
necessary for tests, crew training, trials or operations which the Government is
to perform and which require the Government to have control of the entire
vessel, such as alongside training, fast cruise and underway trials, the
Contractor shall make the entire vessel available to the Government at dockside,
at the Contractor's plant, for such periods of time as are necessary for such
trials and operations. During all periods of time when the entire vessel is
made available to the Government, the Contractor shall, as requested by the
Government and required by the specifications, provide technical assistance and
provide assistance necessary to correct defects which develop or are discovered
during trials or operations of the vessel. Following the completion of each
such trial or operation, the Government shall return the vessel to the
Contractor at dockside, at the Contractor's plant, for the correction of
defects, if any, and completion of construction in accordance with the terms of
this contract.
(d) Upon satisfactory completion (i) of acceptance trials and (ii) of the
correction of deficiencies as provided in paragraph (b) above, the Contractor
shall deliver the vessel to the Government for preliminary acceptance.
(e) Following preliminary acceptance, the Government may, during the guaranty
period, make the vessel available to the Contractor, at the Contractor's plant,
(i) for correction of defects noted at the time of preliminary acceptance, or
which are discovered during the guaranty period, and (ii) for the performance of
any additional work required by change orders issued pursuant to the "CHANGES"
clause of this contract prior to preliminary acceptance and not theretofore
performed. If the Government elects to make the vessel(s) available to the
contractor, at the contractor's plant, for the accomplishment of the above
described post delivery work, the contractor agrees to accept the vessel(s) and
perform the work. The contractor also agrees to consider the accomplishment of
additional work during the post-shakedown
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availability under a standard Government contract. If the post-shakedown
availability period shall begin during but extend beyond the expiration of the
guaranty period, the Government may during the extended period leave the vessel
at the Contractor's plant or return the vessel thereto for the correction of
defects not previously corrected and for the performance of any additional work
required by change orders issued pursuant to the "CHANGES" clause of this
contract prior to preliminary acceptance and not theretofore performed.
(f) The Contractor shall exercise reasonable care to protect the vessel at all
times until the delivery of the vessel, and thereafter during such times as the
vessel is at the Contractor's plant during the guaranty period or during the
post-shakedown availability period if the latter shall extend beyond the
expiration of the guaranty period, except for periods of time when the entire
vessel is made available to the Government. During such periods, while the
vessel is at the Contractor's plant, the Contractor shall provide assistance to
protect and service the vessel, and shall effect any correction of defects or
performance of uncompleted work, to the extent permitted or required by the
Government.
(g) In accordance with the inspection requirements of the contract, all actions
of the Government pursuant to this requirement shall be performed in such a
manner as to not unduly delay the work.
H-10 DEPARTMENT OF LABOR SAFETY AND HEALTH STANDARDS FOR SHIPBUILDING (FT) (83-
1)
Attention of the Contractor is directed to Public Law 91-596, approved December
29, 1970 (84 Stat. 1590, 29 U.S.C 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 C.F.R.
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.
H-11 DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT
(a) For the purposes of this clause, the term "change" includes not only a
change made pursuant to a written order designated as a "change order" but also
(i) an engineering change proposed by the Government or the Contractor pursuant
to the "Other Change Proposals" or other clauses of this contract and (ii) any
act or omission to act on the part of the Government in respect of which a
request is made for equitable adjustment under the "CHANGES-Fixed-Price" clause
or any
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other article or clause of this contract.
(b) Whenever the Contractor requests or proposes an equitable adjustment
of $250,000 or more per vessel in respect of a change made pursuant to a written
order designated as a "change order" or in respect of a proposed engineering
change and whenever the Contractor requests an equitable adjustment in any
amount in respect of any other act or omission to act on the part of the
Government, the proposal supporting such request shall include the following
information for each individual item or element of the request:
(1) A description (i) of the work required by the contract before the
change, which has been deleted by the change, and (ii) of the work deleted by
the change which already has been completed. The description is to include a
list of identifiable components, equipment, and other identifiable property
involved. Also, the status of manufacture, procurement, or installation of such
property is to be indicated. Separate description is to be furnished for design
and production work. Items of identifiable raw material, purchased parts,
components and other identifiable hardware, which are made excess by the change
and which are not to be retained by the Contractor, are to be listed for later
disposition;
(2) Description of work necessary to undo work already completed which has
been deleted by the change;
(3) Description of work which is substituted or added by the
change. A list of identifiable components and equipment (not bulk materials or
items) involved, should be included. Separate descriptions are to be furnished
for design work and production work;
(4) Description of interference and inefficiencies in performing the
change;
(5) Description of disruption attributable solely to the change; which
description shall include the following information:
(A) Description of each identifiable element of disruption and how
work has been, or may be, disrupted;
(B) The calendar period of time during which disruption occurred, or
may occur;
(C) Area(s) of the Contractor's operations where disruption occurred,
or may occur;
(D) Trade(s) or functions disrupted, with a breakdown
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of manhours and material for each trade or function;
(E) Scheduling of trades before, during, and after the period of
disruption insofar as such scheduling may relate to or be affected by
the estimated disruption;
(F) Description of any measures taken to lessen the disruptive effect
of the change.
(6) Delay in delivery attributable solely to the change;
(7) Other work or increased costs attributable to the change;
(8) Supplementing the foregoing, a narrative statement of the
nature of the alleged Government act or omission, when the alleged Government
act or omission occurred, and the "causal" relationship between the alleged
Government act or omission and the claimed consequences therefor, cross-
referenced to the detailed information provided as required above.
(9) Each proposal submitted in accordance with this clause shall
include a copy of the Contractor's ship's labor budget at the cost class level
in effect as of the date the event began, the cost incurred at the cost level as
of the same date, and the proposed effect of the change at the cost class level.
(10) It is recognized that an individual request for equitable
adjustment may not include all of the factors listed in subparagraphs (b)(1)
through (b)(9) above, or that the Contractor may not reasonably be able to
furnish complete information on all of the factors listed in subparagraphs
(b)(1) through (b)(9) above. Accordingly, the Contractor is only required to
set forth in his request for equitable adjustment information with respect to
those factors which are relevant to the individual request for equitable
adjustment, or in the level of detail which is reasonably available to the
Contractor.
(c) In addition to any information required under paragraph (b) above,
each proposal submitted in support of a claim for equitable adjustment, under
any provision of this contract, of $100,000 or more, or under $100,000 if
requested by the Contracting Officer, shall contain a duly executed Standard
Form (SF) 1411 with respect to each individual claim item. The information
furnished shall be in sufficient detail to permit the Contracting Officer to
cross-reference the claimed increased costs, or delay in delivery, or both, as
appropriate, as set forth in the SF 1411, with the information submitted
pursuant to subparagraphs (b)(1) through (b)(8) hereof.
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(d) The certification requirements as set forth in the clause of this
contract entitled "CERTIFICATION OF REQUESTS FOR ADJUSTMENT OR RELIEF EXCEEDING
$100,000", or the clause of this contract entitled "REQUIREMENTS FOR ADEQUATE
SUPPORTING DATA AND CERTIFICATION OF ANY CLAIM, REQUEST FOR EQUITABLE
ADJUSTMENT, OR DEMAND FOR PAYMENT", as applicable, shall be complied with.
(e) Pursuant to 10 U.S.C. 2405, no price adjustment to this contract will
be made for any amount set forth in a claim, request for equitable adjustment,
or demand for payment under this contract (or incurred due to the preparation,
submission, or adjudication of any such claim, request, or demand) arising out
of events occurring more than eighteen (18) months before the submission of the
claim, request, or demand. A claim, request, or demand shall be considered to
have been submitted only when the contractor has provided the certification
required by section 6(c)(1) of the Contract Disputes Act of 1978 (41 U.S.C.
605(c)(1)) and the supporting data for the claim, request, or demand.
H-12 EQUITABLE ADJUSTMENTS: WAIVER AND RELEASE OF CLAIMS (FT) (83-1)
(a) Whenever the Contractor, after receipt of a change made pursuant to
the clause of this contract entitled "CHANGES-Fixed-Price" or after affirmation
of a constructive change under the "NOTIFICATION OF CHANGES" clause, submits any
claim for equitable adjustment under those clauses, such claim shall include all
types of adjustments in the total amounts to which those clauses entitle the
Contractor, including but not limited to adjustments arising out of delays or
disruptions or both caused by such change.
(b) Further, the Contractor agrees (except as the parties may otherwise
agree) that, if required by the Contracting officer, he will execute a release,
in form and substance satisfactory to the Contracting Officer, as part of the
supplemental agreement setting forth the aforesaid equitable adjustment, and
that such release shall discharge the Government, its officers, agents and
employees, from any further claims including but not limited to further claims
arising out of delays or disruptions or both, caused by the aforesaid change.
H-13 FINAL ACCEPTANCE (FT) (83-1)
Each vessel shall be finally accepted upon the expiration of its guaranty
period.
H-14 FINAL SETTLEMENT (FT) (83-1)
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Upon final acceptance of the vessel(s), or in the event of the termination
of this contract on such terms that none of the vessel(s) is to be completed,
then upon such termination, the Contractor shall be entitled to receive the
balance owing to it under this contract, such payment to be made promptly after
the amount of such balance shall have been determined. The Contractor and each
assignee under an assignment in effect at the time of final settlement shall
execute and deliver at the time of and as a condition precedent to final
payment, a release in form and substance satisfactory to and containing such
exemptions as may be found appropriate by the Contracting Officer, discharging
the Government, its officers, agents and employees of and from liabilities,
obligations and claims arising under this contract. The Contracting Officer may
authorize partial payments an account of any such balance to be made in advance
of final settlement. If this contract shall have been terminated in whole or in
part, any such release shall also contain a release of all claims against the
Government arising out of or by virtue of such termination.
H-15 FOREIGN SHIPYARD CONSTRUCTION PROHIBITION (FT) (83-1)
Neither the vessel nor the hull, midbody, or other major fixed structural
component of the vessel shall be constructed in a foreign shipyard.
H-16 GOVERNMENT PROPERTY (FT) (84-1)
(a) Government-Furnished Property. The Government shall deliver to the
-----------------------------
Contractor, for use in connection with and under the terms of this contract, the
property described as Government furnished property in the Schedule or
specifications, together with such related data and information as the
Contractor may request and as may reasonably be required for the intended use of
such property (hereinafter referred to as "Government-furnished property"). The
delivery or performance dates for the supplies or services to be furnished by
the Contractor under this contract are based upon the expectation that
Government-furnished property suitable for use (except for such property
furnished "as is") will be delivered to the Contractor at the times stated in
the Schedule or, if not so stated, in sufficient time to enable the Contractor
to meet such delivery or performance dates. In the event that Government-
furnished property is not delivered to the Contractor by such time or times, the
Contracting Officer shall, upon timely written request made by the Contractor,
make a determination of the delay, if any, occasioned the Contractor thereby,
and shall equitably adjust the delivery or performance dates or the contract
price, or both, and any other contractual provision affected by any such delay,
in accordance
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with the procedures provided for in the clause of this contract entitled
"Changes-Fixed Price". Except for Government-furnished property furnished "as
is", in the event the Government-furnished property is received by the
Contractor in a condition not suitable for the intended use the Contractor
shall, upon receipt thereof, notify the Contracting Officer of such fact and, as
directed by the Contracting Officer, either (i) return such property at the
Government's expense or otherwise dispose of the property, or (ii) effect
repairs or modifications. Upon the completion of (i) or (ii) above, the
Contracting Officer upon written request of the Contractor shall equitably
adjust the delivery or performance dates or the contract price, or both, and any
other contractual provision affected by the rejection or disposition, or the
repair or modification, in accordance with the procedures provided for in the
clause of this contract entitled "Changes-Fixed Price". The foregoing
provisions for adjustment are exclusive and the Government shall not be liable
to suit for breach of contract by reason of any delay in delivery of Government-
furnished property or delivery of such property in a condition not suitable for
its intended use.
(b) Changes in Government-furnished-Property.
----------------------------------------
(1) By notice in writing, the Contracting Officer may (i) decrease
the property provided or to be provided by the Government under this contract,
or (ii) substitute other Government owned property for property to be provided
by the Government, or to be acquired by the Contractor for the Government, under
this contract. The Contractor shall promptly take such action as the
Contracting Officer may direct with respect to the removal and shipping of
property covered by such notice.
(2) In the event of any decrease in or substitution of property pursuant
to subparagraph (1) above, or any withdrawal of authority to use property
provided under any other contract or lease, which property the Government had
agreed in the Schedule, to make available for the performance of this contract
the Contracting Officer, upon the written request of the Contractor (or, if the
substitution of property causes a decrease in the cost of performance, on his
own initiative), shall equitably adjust such contractual provisions as may be
affected by the decrease, substitution, or withdrawal, in accordance with the
procedures provided for in the "Changes-Fixed Price" clause of this contract.
(c) Title. Title to all property furnished by the Government shall remain
in the Government. In order to define the obligations of the parties under this
clause title to each item of facilities, special test equipment, and special
tooling (other than that subject to a
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"Special Tooling" clause) acquired by the Contractor for the Government
pursuant to this contract shall pass to and vest in the Government when its
use in the performance of this contract commences, or upon payment therefor by
the Government, whichever is earlier whether or not title previously vested.
All Government-furnished property, together with all property acquired by the
Contractor title to which vests in the Government under this paragraph, is
subject to the provisions of this clause and is hereinafter collectively
referred to as "Government Property". Title to Government property shall not
be affected by the incorporation or attachment thereof to any property not
owned by the Government, nor shall such Government property, or any part
thereof, be or become a fixture or lose its identity as personalty by reason
of affixation to any realty.
(d) Property Administration. The Contractor shall comply with the
-----------------------
provisions of Subpart 45.5 of the Federal Acquisition Regulation, as in effect
on the date of the contract, which is hereby incorporated by reference and
made a part of this contract. Material to be furnished by the Government shall
be ordered or returned by the Contractor, when required, in accordance with
the "Manual for Military Standard Requisitioning and Issue Procedure
(MILSTRIP) for Defense Contractors" (Appendix H, DoD FAR Supplement) as in
effect on the date of this contract, which Manual is hereby incorporated by
reference and made a part of this contract.
(e) Use of Government Property. The Government property shall, unless
--------------------------
otherwise provided herein or approved by the Contracting Officer, be used only
for the performance of this contract.
(f) Utilization, Maintenance and Repair of Government Property. The
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Contractor shall maintain and administer, in accordance with sound industrial
practice, and in accordance with applicable provisions of Subpart 45.5 of the
Federal Acquisition Regulation, a program for the utilization, maintenance,
repair, protection, and preservation of Government property until disposed of
by the Contractor in accordance with this clause. In the event that any damage
occurs to Government property the risk of which has been assumed by the
Government under this contract, the Government shall replace such items or the
Contractor shall make such repair of the property as the Government directs;
provided, however, that if the Contractor cannot effect such repair within the
time required, the Contractor shall dispose of such property in the manner
directed by the Contracting Officer. The contract price includes no
compensation to the Contractor for the performance of any repair or
replacement for which the Government is responsible, and an equitable
adjustment will be made in any contractual provisions affected by such repair
or replacement of Government property made at the direction of the Government,
in
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accordance with the procedures provided for in the "Changes-Fixed Price" clause
of this contract. Any repair or replacement for which the contractor is
responsible under the provisions of this contract shall be accomplished by the
Contractor at his own expense.
(g) Risk of Loss. Unless otherwise provided in this contract, the
------------
Contractor assumes the risk of, and shall be responsible for, any loss or damage
to Government property provided under this contract upon its delivery to him or
upon passage of title thereto to the Government as provided in paragraph (c)
hereof, except for reasonable wear and tear and except to the extent that such
property is consumed in the performance of this contract.
(h) Access. The Government, and any persons designated by it, shall at
------
all reasonable times have access to the premises wherein any Government property
is located, for the purpose of inspecting the Government property.
(i) Final Accounting and Disposition of Government Property. Upon the
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completion of this contract, or at such earlier dates as may be fixed by the
Contracting Officer, the Contractor shall submit, in a form acceptable to the
Contracting Officer, inventory schedules covering all items of Government
property not consumed in the performance of this contract (including any
resulting scrap) or not theretofore delivered to the Government, and shall
prepare for shipment, deliver f.o.b. origin, or dispose of the Government
property, as may be directed or authorized by the Contracting Officer. The net
proceeds of any such disposal shall be credited to the contract price or shall
be paid in such other manner as the Contracting Officer may direct.
(j) Restoration of Contractor's Premises and Abandonment.
----------------------------------------------------
Unless otherwise provided herein, the Government:
(i) may abandon any Government property in place, and thereupon all
obligations of the Government regarding such abandoned property shall
cease;
(ii) has no obligation to the Contractor with regard to restoration or
rehabilitation of the Contractor's premises, neither in case of abandonment
(paragraph (j) (i) above), disposition on completion of need or of the contract
(paragraph (i) above), nor otherwise, except for restoration or rehabilitation
costs which are properly included in an equitable adjustment under paragraph (b)
above.
(k) Communications. All communications issued pursuant to this clause
--------------
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shall be in writing or in accordance with the "Manual for Military Standard
Requisitioning and issue Procedure (MILSTRIP) for Defense Contractors" (Appendix
H, DoD FAR Supplement).
H-17 GUARANTY PERIOD (FT) (83-1)
(a) As used in this contract, the term "defects" includes any and all
defects, deficiencies, deteriorations, and failure in the vessel(s). There
shall be a guaranty period for each vessel beginning at the time of preliminary
acceptance and ending nine (9) months after preliminary acceptance of the
vessel, unless extended as provided in paragraph (b) below.
(b) The guaranty period for each vessel shall be extended by the time
during which such vessel is not available for unrestricted service by reason of
any defects for which the Contracting Officer shall determine the Contractor to
be responsible. During said period the vessel, after being fully equipped and
armed and in all respects complete and ready for service, may be finally tried
by and at the expense of the Government under conditions prescribed by the
Secretary. The Contractor may, with approval of the Contracting Officer, have
an engineer on board such vessel during such period. Such engineer shall have
every reasonable opportunity to inspect the working of such vessel in all its
parts but shall have no power to direct or control its operation.
H-18 NOT USED
H-19 INSPECTION
(a) All "supplies" (which term when used throughout this clause includes
without limitation raw materials, components, intermediate assemblies, and end
products) shall be subject to inspection and test by the Government, to the
extent practicable at all times and places including the period of manufacture
or construction, and in any event prior to final acceptance of the vessel(s).
(b) Supplies rejected prior to Preliminary Acceptance as not conforming
to this contract, and any Contractor responsible defects discovered during the
guaranty period shall, at the election of the Department be replaced or
corrected either by the Department or by the Contractor. The Department will,
whenever practicable, afford the Contractor an opportunity to examine the
defective supplies before they are replaced or corrected. Supplies or lots of
supplies which have been rejected or required to be corrected shall be removed,
if
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permitted or required by the Contracting Officer, or corrected in place by and
at the expense of the Contractor promptly after notice, and shall not thereafter
be tendered for acceptance unless the former rejection or requirement of
correction is disclosed. All replacements or corrections made by the Contractor
shall be accomplished at no increase in the contract price. If the Contractor
fails either promptly to remove such supplies or lots of supplies which are
required to be removed, or promptly to replace or correct such supplies or lots
of supplies, the Government either (i) may by contract or otherwise replace or
correct such supplies, and equitably reduce the contract price; or (ii) may
terminate this contract for default as provided in the clause of this contract
entitled "DEFAULT". Unless the Contractor corrects or replaces such supplies
within the required delivery schedule, the Contracting Officer may require the
delivery of such supplies, and equitably reduce the contract price. Failure to
agree to such equitable reduction shall be a dispute within the meaning of the
clause of this contract entitled "DISPUTES."
(c) The cost of any replacement or correction for which the Contractor is
responsible shall be borne by the Contractor, except that the liability of the
Contractor for the correction of defects discovered during the guaranty period
(other than defects resulting from fraud or such gross mistakes as amount to
fraud) shall be limited as set forth in the clause entitled "LIMITATION OF
CONTRACTOR'S LIABILITY FOR CORRECTION OF DEFECTS". An increase in the contract
price on account of any replacement or correction for which the Contractor is
not responsible shall be determined pursuant to the clause of this contract
entitled "CHANGES".
(d) If any inspection or test is made by the Government on the premises of
the Contractor or a subcontractor, the Contractor, without additional charge,
shall provide all reasonable facilities and assistance for the safety and
convenience of the Government inspectors in the performance of their duties. If
Government inspection or test is made at a point other than the premises of the
Contractor or a subcontractor, it shall be at the expense of the Government
except as otherwise provided in the contract; provided, that in case of
--------
rejection the Goverment shall not be liable for any reduction in value of
samples used in connection with such inspection or test. All inspections and
tests by the Government shall be performed in such a manner as not to unduly
delay the work. The Government reserves the right to charge to the Contractor
any additional cost of Government inspection and test when supplies are not
ready at the time such inspection and test is required by the Contractor or when
reinspection or retest is necessitated by prior rejection. Failure to inspect
and accept or reject supplies shall neither relieve the Contractor from
responsibility for such supplies as are not in accordance with the
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contract requirements nor impose liability on the Government therefor.
(e) The inspection and test by the Government of any supplies or lots
thereof does not relieve the Contractor from any responsibility regarding
defects or other failures to meet the contract requirements which may be
discovered prior to final acceptance. Final acceptance shall be conclusive
except for latent defects, fraud or gross mistakes amounting to fraud.
(f) The Contractor shall provide and maintain an inspection system
acceptable to the Government prior to start of construction and which shall be
in effect at the start of each phase of the construction of each vessel.
Records of all inspection work by the Contractor shall be kept complete and
available to the Government during the performance of this contract and for
such longer period as may be specified elsewhere in this contract.
(g) The Commander, Naval Sea Systems Command shall determine the
responsibility of the Contractor under this clause.
H-20 INSPECTION FACILITIES (FT) (90-1)
The facilities to be provided pursuant to paragraph (d) of the clause
entitled "INSPECTION" shall be equal to those provided by the Contractor for
his use for generally similar purposes, and shall include offices and related
equipment; drafting rooms; convenient parking facilities; equipment for
reproduction of such items as plans, booklets, test memoranda and allowance
lists; and telephones connected to the Contractor's and local telephone
system. Toll charges for the Supervisor's calls will be paid by the
Government. In lieu of providing reproduction equipment, the Contractor may
provide reproduction services to the Supervisor. Assistance shall include
services necessary in testing or handling machinery, equipment, and materials
for the purpose of inspection or test .
H-21 INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS (FT) (90-1)
(a) The Contractor shall not, unless otherwise directed or approved in
writing by the Department, carry or incur the expense of any insurance against
any form of loss of or damage to the vessels or to the materials or equipment
therefor to which the Government has acquired title or which have been furnished
by the Government for installation by the Contractor. The Government assumes
the risks of loss of and damage to the vessels and such materials and equipment
which would have been assumed by the underwriters if the Contractor had
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procured and maintained throughout the term of this contract, on behalf of
itself and the Government, insurance with respect to the vessels and such
materials and equipment for full value against pre-keel and post-keel laying
risks (i) under the forms of Marine Builders Risk (Navy Form-Syndicate) policy,
including the rider attached to the "Free of Capture and Seizure" clause
thereof, and War Damage policy, both as set forth in the pamphlet entitled
"Standard Forms of Marine Builders Risk (Navy Form-Syndicate) and War Damage
Insurance Policies referred to in Vessel Contracts to the Bureau of Ships,"
dated 23 November 1942, or (ii) under any other policy forms which the Assistant
Secretary of the Navy (R,D&A), Insurance office shall determine were customarily
carried or would have been customarily carried by the Contractor in the absence
of the foregoing requirement that the Contractor not carry or incur the expense
of insurance, provided, that the Government does not assume any risk with
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respect to loss or damage compensated for by insurance or otherwise or resulting
from risks with respect to which the Contractor has failed to procure or
maintain insurance, if available, as required or approved by the Department;
provided, further, that under the above identified policies or under this clause
- -------- -------
the Government does not assume any risk with respect to, and will not pay for
any costs of the Contractor for the inspection, repair, replacement, or renewal
of any defects themselves in the vessel(s) or such materials and equipment due
to (A) defective workmanship, or defective materials or equipment performed by
or furnished by the Contractor or its subcontractors or, (B) workmanship, or
materials or equipment performed by or furnished by the Contractor or its
subcontractors which do(es) not conform to the requirements of the contract,
whether or not any such defect is latent or whether or not any such non-
conformance is the result of negligence; provided, further, that under the above
-------- -------
identified policies or under this clause the Government does not assume the risk
of and will not pay for the costs of any loss, damage, liability or expense
caused by, resulting from, or incurred as a consequence of delay or disruption
of any type whatsoever. No provision of this contract shall operate to subject
the Contractor to a liability for which the Government has assumed the risk
hereunder. Notwithstanding the foregoing, the Contractor shall bear the first
$10,000 of loss or damage from each occurrence or incident the risk of which the
Government otherwise would have assumed under the provisions of this paragraph.
(b) Unless otherwise directed by the Department, the Contractor shall
procure and thereafter maintain with respect to each of the vessels Collision
Liability and Protection and Indemnity Liabilities Insurance (Government-
Syndicate Form), as set forth in the aforesaid 23 November 1942 pamphlet, if
available, in an amount equal to (i) eighty percent (80%) of the sum of the firm
fixed price of the vessel and an amount estimated by the Department to represent
the value of materials
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and equipment furnished by the Government for installation by the Contractor, or
(ii) Two Million Dollars ($2,000,000), whichever shall be less. The Government
will indemnify the Contractor against liabilities (including expenses incidental
thereto) to third persons which, but for the limitation on amount specified in
this paragraph, would have been covered by such Collision Liability and
Protection and Indemnity Liabilities Insurance, and which are not compensated
for by insurance or otherwise, provided such liabilities are represented by
final judgments or by settlements approved in writing by the Department. The
Contractor shall not, however, be so indemnified against liabilities with
respect to which the Contractor has failed to procure or maintain insurance, if
available, as required or approved by the Department. The Contractor shall
promptly notify the Department of each suit or action filed and each claim made
against which the Contractor may be entitled to indemnification under this
paragraph. The Contractor shall furnish the Department with copies of all
papers received with respect to each suit, action or claim and, if requested by
the Department, shall authorize representatives of the Government to settle or
direct or take charge of the defense of, such suit, action or claim. In the
absence of such request, the Contractor shall diligently proceed with such
defense. The Government's liability under this paragraph (b) and the Collision
Liability and Protection and Indemnity Liabilities Insurance forms set forth in
the pamphlet entitled "Standard Forms of Marine Builders Risk (Navy Form
Syndicate) and War Damage Insurance Policies, referred to in Vessel Contracts of
the Bureau of Ships, dated 23 November 1942, is subject to the availability of
appropriated funds at the time a contingency occurs. Nothing in this contract
shall be construed as implying that the Congress will, at a later date,
appropriate funds sufficient to meet deficiencies.
(c) The cost of the insurance required by paragraph (b) of this clause is
included in the firm fixed price and the cost of all other insurance which may
be required or approved pursuant to this clause will be considered allowable
costs under this contract. If the Department should require or approve the
cancellation of any such insurance, the Contractor will promptly pay to the
Government the amount of all unearned premiums refunded to the Contractor, but
only to the extent that such premiums shall have been reimbursed to the
Contractor by the Government or included in the firm fixed price.
(d) All insurance which is or may be required or approved pursuant to
this clause shall be in such form, in such amounts, for such periods of time,
and with such insurers as the Department may from time to time require or
approve, provided the Contractor shall be named as an insured and shall be
entitled to payment of any loss or damage as its interests may appear. The
policies or certificates of insurance
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shall be deposited with the Assistant Secretary of the Navy (R,D&A), Insurance
office, or as the Department may otherwise direct.
(e) In the event of loss of or damage to any of the vessels or any of the
materials or equipment therefor which may result in a claim against the
Government under the insurance provisions of this contract, the Contractor
promptly shall notify the Contracting Officer of such loss or damages, and the
Contracting Officer may, without prejudice to any other right of the Government,
either:
(i) Order the Contractor to proceed with replacement or repair in
which event the Contractor shall effect such replacement or repair. The
Contractor shall submit to the Contracting Officer a request for reimbursement
of the cost of such replacement or repair together with such supporting
documentation as the Contracting Officer may reasonably require, and shall
identify such request as being submitted under the "INSURANCE" clause of the
contract. If the Government determines that the risk of such loss or damages
is within the scope of the risks assumed by the Government under this clause,
the Government will reimburse the Contractor for the reasonable, allowable
cost of such replacement or repair, plus a reasonable profit, less the
deductible amount specified in paragraph (a) of this clause. Payments by the
Government to the Contractor under this "INSURANCE" clause are outside the
scope of and shall not affect the pricing structure of the contract (firm
fixed price or incentive type arrangement, as applicable), and are additional
to the compensation otherwise payable to the Contractor under this contract;
or
(ii) In the event the Contracting Officer decides that the loss or
damage shall not be replaced or repaired,
(A) Modify the contract appropriately consistent with the reduced
requirements reflected by the unreplaced or unrepaired loss or damage, or
(B) Terminate the construction of any part or all of the
vessel(s) under the clause of this contract entitled "TERMINATION FOR
CONVENIENCE OF THE GOVERNMENT".
H-22 LIENS AND TITLE (FT) (83-1)
(a) Any and all partial payments made hereunder on account of the vessels
and the materials and equipment therefor shall be secured, when made, by a lien
in favor of the Government upon such material and equipment on account of all
payments so made, except to the extent that the Government, by virtue of any
other provision of this contract, or
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otherwise, shall have valid title to such material and equipment as against
other creditors of the Contractor. If such property is not identified by
marking or segregating, the Government shall be deemed to have a lien upon a
proportionate part of any mass of property with which such property is
commingled. Any lien provided for by virtue of this clause is paramount to all
other liens under the provisions of an Act approved 22 August 1911 (Pub. Law
No. 41, 62d Cong., 37 Stat. 32; 10 U.S.C. Sec 7521). Upon completion and
delivery of the vessels, said lien shall be discharged as to any materials and
equipment which have not been included in the vessels and which are no longer
required therefor.
(b) The Contractor shall immediately discharge or cause to be discharged
any lien or rights in rem of any kind, other than in favor of the Government,
------
which at any time exists or rises with respect to the machinery, fittings,
equipment or materials for the vessels. 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.
------
(c) Title to the vessels under construction shall be in the Government
and title to all materials and equipment acquired for each vessel shall vest
in the Government upon delivery thereof to the plant of the Contractor or
other place of storage selected by the Contractor, whichever of said events
shall first occur; provided, that the supervisor may, by written direction,
--------
require that title shall vest in the Government upon delivery of such
materials and equipment to the carrier for transportation to the plant of the
Contractor or other place of storage selected by the Contractor. The amount of
any freight charges, transportation, taxes or other costs which would have
been paid by the Contractor, either directly or as an element of any
subcontract cost, and which the Contractor shall not be required to pay as a
result of such earlier vesting of title and any use of Government bills of
lading, shall be determined and treated as though resulting from a change
order and the contract price reduced accordingly. Upon completion of the
vessels, or with the approval of the Supervisor at any time during the
construction of the vessels, all such materials and equipment which have not
been included therein and which are agreed between the Contractor and the
Supervisor to be no longer required therefor, except materials and equipment
which were furnished by the Government or the cost of which has been
reimbursed by the Government to the Contractor, shall become the property of
the Contractor; provided, however, that models, mockups, plans and other items
--------
which the Contractor is expressly required to construct, prepare, or furnish
shall remain the property of the Government. Upon completion of the contract,
or at such earlier date as may be fixed by the Contracting Officer, the
Contractor shall submit, in a form acceptable to the
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Contracting Officer, inventory schedules covering all items of property not
consumed in the performance of this contract (including any resulting scrap)
or not theretofore delivered to the Government, the cost of which has been
reimbursed by the Government to the Contractor apart from the fixed price.
The Contractor shall deliver or make such other disposal of such property as
may be directed or authorized by the Contracting Officer. Recoverable scrap
from such property shall be reported in accordance with such procedure and in
such form as the Contracting Officer may direct. The net proceeds of any such
disposal shall be credited to the Government and shall be paid in such manner
as the Contracting Officer may direct. For the purpose of this clause, "net
proceeds" means actual amount collected from such sale of disposal less sales,
collection fees and other reasonable related expenses.
H-23 LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF DEFECTS
The liability of the Contractor as to any vessel for the correction of
defects, as determined pursuant to the "INSPECTION" and "GUARANTY PERIOD"
clauses of this contract, discovered during the guaranty period (other than
defects resulting from fraud or such gross mistakes as amount to fraud) shall
be limited to * .
-----
*Two percent of the average firm fixed price of Items 0001, 0002 and 0003.
H-24 LOGISTIC SUPPORT REQUIREMENT (AT) (90-1)
(a) This clause applies whenever the contract specifications, by
reference to a Military Specification or otherwise, specify repair parts or
stock components (hereinafter called "repair parts") for a ship component or
item of equipment.
(b) With respect to ship components or equipments manufactured other
than in the United States or Canada, the Contractor agrees that, in addition
to any other data required by this contract, it will furnish under this
contract sufficient data so that the repair parts can be reproduced in the
United States or Canada unless the suppliers of the ship components or
equipments shall have made arrangements satisfactory to the Contractor and
approved by the Contracting Officer for the manufacturing of repair parts in the
United States or Canada. For the purpose of this clause, "sufficient data"
shall mean detail drawings and other technical information sufficiently
extensive in detail to show design, construction, dimensions, and operation or
function, manufacturing methods or processes, treatment or chemical
composition of materials, plant layout and tooling. All data shall be
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in the English language and according to the United States system of weights and
measures, and drawings for components, assemblies, subassemblies and parts
protected by U.S. patents shall contain a prominent notation to that effect
fully identifying the patent or patents involved, and bearing the number of this
contract.
(c) With respect to all data required to be furnished under this clause,
there shall be granted to the Government, its officers, agents, and employees
acting within the scope of their official duties, a royalty-free, nonexclusive
and irrevocable license throughout the word for Government purposes to publish,
translate, reproduce, deliver, perform, dispose of and to authorize others to do
so, all the aforesaid data. Nothing contained in this clause shall imply a
license to the Government under any patent or be construed as affecting the
scope of any license or the right otherwise granted to the Government under any
patent.
H-25 NATIONAL STOCK NUMBERS (FT)(83-1)
Whenever the term Federal Item Identification Number and its acronym FIIN
or the term Federal Stock Number and its acronym FSN appear in the contract,
order or their cited specifications and standards the terms and acronyms shall
be interpreted as National Item Identification Number (NIIN) and National
Stock Number (NSN) respectively which shall be defined as follows:
(a) National Item Identification Number (NIIN). The number assigned
------------------------------------------
to each approved Item Identification under the Federal Cataloging Program.
It consists of nine numeric characters, the first two of which are the
National Codification Bureau (NCB) Code. The remaining positions consist
of a seven digit non-significant number.
(b) National Stock Number (NSN). The National Stock Number (NSN) for an
---------------------------
item of supply consists of the applicable four position Federal Supply
Class TFSC) plus the applicable nine position National Item Identification
Number (NIIN) assigned to the item of supply.
H-26 NAVY REORGANIZATION (FT)(83-1)
Pursuant to a reorganization within the Department of the Navy, effective 1
July 1974, the Naval Sea Systems Command has become the successor to the Naval
Ship Systems Command and the Naval Ordnance Systems Command. The Naval Ship
Systems Command was the successor to
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the Bureau of Ships. The Naval Ordnance Systems Command and the Naval Air
systems command were the successors to the Bureau of Naval Weapons, which was
the successor to the Bureau of Ordnance and the Bureau of Aeronautics.
Accordingly, as appropriate in view of the foregoing, reference in the contract
and in the documents referenced therein to the Naval Ship Systems Command, the
Bureau of Ships, the Naval Ordnance Systems Command, the Naval Air Systems
Command, the Bureau of Naval Weapons, the Bureau of Ordnance or the Bureau of
Aeronautics shall be deemed to refer to the Naval Sea Systems Command.
H-27 NOTIFICATION OF CHANGES (FT) (83-1)
(a) Definitions. As used in this clause, the term "Contracting
-----------
Officer" does not include any representative of the Contracting Officer whether
or not such representative is acting within the scope of his authority nor does
it include any other individuals or activities that in any way communicate with
the Contractor. As used in this clause, the term "conduct" includes both
actions and failures to act, and includes the furnishing of, or the failure to
furnish, any item under any provision of this contract.
(b) Notice. The primary purpose of this clause is to obtain prompt
------
reporting of any conduct which the Contractor considers would constitute or
would require a change to this contract. The parties acknowledge that proper
administration of this contract requires that potential changes be identified
and resolved as they arise. Therefore, except for changes identified as such in
writing and signed by the Contracting Officer, the Contractor shall notify the
Contracting Officer of any conduct which the Contractor considers would
constitute or would require a change to this contract. Such notice shall be
provided promptly, and in any event within thirty (30) calendar days from the
date the Contractor identifies any such conduct. The Notice shall be written
and shall state, on the basis of the most accurate information available to the
Contractor:
(i) The date, nature, and circumstances of the conduct regarded as a
change;
(ii) The name, function, and activity of the individuals directly
involved in or knowledgeable about such conduct;
(iii) The identification of any documents and the substance of any oral
communication involved in such conduct;
(iv) The particular elements of contract performance for which the
Contractor might seek an equitable adjustment under this clause,
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including:
(1) What ship(s) have been or might be affected by the potential
change;
(2) To the extent practicable, labor or materials or both which have
been or might be added, deleted, or wasted by the potential
change;
(3) To the extent practicable, the Contractor's preliminary order of
magnitude estimate of cost and schedule effect of the potential
change; and
(4) What and in what manner are the particular technical requirements
or contract requirements regarded as changed.
(c) Continued Performance. Except as provided in paragraph (f) below,
---------------------
following submission of notice, the Contractor shall take no action to implement
a potential change until advised by the Contracting Officer in writing as
provided in (d) below, unless the potential change was previously directed by
the contracting Officer, in which case the Contractor shall conform therewith.
Nothing in this paragraph (c) shall excuse the Contractor from proceeding with
contract work other than implementation of the potential change or from
proceeding in accordance with directions issued by the Contracting Officer.
(d) Government Response. The Contracting Officer shall promptly, and
-------------------
in any event within twenty-one (21) calendar days after receipt of Notice,
respond thereto in writing. In such response, the Contracting Officer shall
either:
(i) Confirm that the conduct of which the Contractor gave notice
would constitute a change, and when necessary, direct the mode of further
performance, or;
(ii) Countermand any conduct regarded by the Contractor as a change,
or;
(iii) Deny that the conduct of which the Contractor gave notice would
constitute a change and, when necessary, direct the mode of further performance,
or;
(iv) In the event the Contractor's notice information is inadequate
to make a decision under (i), (ii) or (iii) above, advise the Contractor what
additional information is required.
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Failure of the Government to respond within the time required above shall be
deemed a countermand under (d)(ii).
(e) Equitable Adjustments. Equitable adjustments for changes
---------------------
confirmed or countermanded by the Contracting Officer shall be made in
accordance with the clause of this contract entitled "CHANGES-Fixed-Price", or
any other provision of this contract which provides for an equitable
adjustment.
(f) Special Procedures. Paragraph (c) provides that the Contractor is
------------------
to take no action to implement a potential change pending the Contracting
Officer's response to the Contractor's notice of the potential change, except
where specifically directed by the Contracting Officer. In special situations,
however, where
(1) The circumstances do not allow sufficient time to notify the
Contracting Officer of the facts prior to the need to proceed with the work,
and;
(2) The work must proceed to avoid hazards to personnel or property
or to avoid additional cost to the Government,
the Contractor may proceed with work in accordance with the potential change.
In such special situations, the Contractor shall advise the Contracting officer
in writing within ten (10) days of the conduct giving rise to the potential
change that the Contractor has proceeded and shall describe the nature of the
special situation which required proceeding prior to notification. Within
thirty (30) calendar days of the conduct giving rise to the potential change,
the Contractor shall provide notice as required in (b) above. The Contracting
Officer shall respond as set forth in (d) above. If the Contracting Officer
determines that the conduct constitutes a change and countermands it, the
Contractor shall be entitled to an equitable adjustment for performance in
accordance with that change prior to the countermand including performance
resulting from the countermand.
(g) When the Contractor identifies any conduct which may result in delay
to delivery of the ship(s), the Contractor shall promptly so inform the
Contracting Officer thereof prior to providing the notice required by paragraph
(b) above.
(h) Despite good faith best efforts, occasions may arise in which the
Contractor does not provide notice within the time periods specified in
paragraphs (b) and (f) above. Accordingly, prior to the end of the first and
third quarters of each calendar year through the period of performance of this
contract, beginning with the first quarter of 1989, the Contractor shall deliver
to the Government an
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executed bilateral contract modification, in the format set forth in Exhibit
"Al" to this provision, covering the six month period of time ending with the
second and fourth quarters, respectively, of the preceding year, with such
specific exceptions, if any, as are identified by the Contractor. If the
Contractor cites specific exceptions to the release, the Contractor shall
concurrently provide the Contracting Officer with notice, containing the
information set forth in paragraph (b) of this provision, for each item excepted
from the release. However, the release required by this clause shall not make
unallowable any costs which are otherwise allowable under any other provision of
this contract.
Within sixty (60) days of receipt of the release, the Contracting Officer
shall sign and return a copy of the release to the Contractor. If the
Contracting Officer fails to execute and return the release within the required
time, then the release shall be deemed to be void and of no effect for the
period involved.
(i) If the release in accordance with paragraph (h) above is not provided to
the Government by the Contractor in the time required, the Contracting Officer
may execute the release as set forth in Exhibit "Al" and send it to the
Contractor. If the Contractor fails to execute the release and return it to the
Government (with any specific exceptions) within sixty (60) days of receipt
thereof, the required release shall then be deemed effective as if signed by the
Contractor.
Exhibit A to the Provision entitled "Notification of Changes"
- -------------------------------------------------------------
This modification reflects the agreement of the parties to the mutual full and
final releases for the consequences of that conduct (as conduct is defined in
the clause entitled "NOTIFICATION OF CHANGES"), described below, except the
conduct identified in Attachment A hereto is excluded and not covered by the
terms of this release.
1. Except for the conduct listed in Attachment A by either party, neither the
Contractor nor the Government shall be entitled to any equitable adjustment or
to money damages and/or other relief for any conduct, as specified below.
2. In consideration of the foregoing the parties hereby agree to the following
release:
a. The Government, for itself, its assigns, vendors, suppliers, and
contractors, hereby remises, releases, and forever discharges the Contractor,
its officers, agents and employees from any and all entitlement of the
Government to equitable adjustment of the contract
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price and delivery schedule due to conduct under this contract, which occurred
on or before * .
----------
b. The Contractor, for itself, its successors, assigns, vendors,
suppliers, and subcontractors, hereby remises, releases and forever discharges
the Government, its officers, agents and employees from (i) any and all
entitlement of the Contractor to equitable adjustment of the contract price and
delivery schedule of this contract or of any other Government contract (with
this or any other Contractor) or any contract between the Contractor and any
third party by reason of any conduct which increases the Contractor's cost or
time of performance of work under this contract and meets the following
conditions (1) known to the Contractor, (2) occurred on or before * and (3)
-----
the Contractor failed to give notice prior to date of this release, and (ii) any
and all liabilities to the Contractor for money damages and/or other relief for
the impact of any such conduct, upon this contract or any other Government
contract (with this or any other Contractor) or any contract between the
Contractor and any third party.
* Insert the date of the last day of the applicable period.
H-28 OTHER CHANGE PROPOSALS (FT)
(a) The Contracting Officer, in addition to proposing engineering changes
pursuant to other clauses of this contract, and in addition to issuing changes
pursuant to the clause of this contract entitled "CHANGES-Fixed-Price", may
propose other changes within the general scope of this contract as set forth
below. Within ninety (90) days from the date of receipt of any such proposed
change, or within such further time as the Contracting Officer may allow, the
Contractor shall submit the proposed scope of work, plans and sketches, and his
estimate of: (A) the cost, (B) the weight and moment effect, (C) effect on
delivery dates of the vessel(s), and (D) status of work on the vessels affected
by the proposed change. The proposed scope of work and estimate of cost shall
be in such form and supported by such reasonably detailed information as the
Contracting officer may require. Within sixty (60) days from the date of
receipt of the Contractor's estimate, the Contractor agrees to either (A) enter
into a supplemental agreement covering the estimate as submitted, or (B) if the
estimate as submitted is not satisfactory to the Contracting Officer, enter into
negotiations in good faith leading to the execution of a bilateral supplemental
agreement. In either case, the supplemental agreement shall cover an equitable
adjustment in the contract price, including an equitable adjustment for the
preparatory work set forth above, scope, and all other necessary equitable
adjustments. The Contractor's estimate referred to in this subparagraph shall
be a firm offer for sixty (60)
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days from and after the receipt thereof by the Contracting Officer having
cognizance thereof, unless such period of time is extended by mutual consent.
(b) Pending execution of a bilateral agreement or the direction of the
Contracting Officer pursuant to the "CHANGES-Fixed-Price" clause, the Contractor
shall proceed diligently with contract performance without regard to the effect
of any such proposed change.
(c) In the event that a change proposed by the Contracting Officer is not
incorporated into the contract, the work done by the Contractor in preparing the
estimate in accordance with subparagraph (a) above shall be treated as if
ordered by the Contracting Officer under the "CHANGES-Fixed-Price" clause. The
Contractor shall be entitled to an equitable adjustment in the contract price
for the effort required under subparagraph (a), but the Contractor shall not be
entitled to any adjustment in delivery date. Failure to agree to such equitable
adjustment in the contract price shall be a dispute within the meaning of the
clause of this contract entitled "DISPUTES".
H-29 PAYMENTS (FP) (90-1)
(a) Computation of Payments
-----------------------
(1) Until such time as physical progress in the performance of work
on a vessel is fifty percent (50%) complete, the Government, upon submission
by the Contractor of invoices certified by the Contractor as hereinafter
provided, will promptly make payments, on account of the total contract price,
at ninety percent (90%) of the amount determined by multiplying the total
contract price of such vessel by the percentage of physical progress in the
performance of work on such vessel as certified by the Contractor subject to
the approval of the Supervisor; provided, that no such payment shall be made
--------
in an amount which when added to the total of all payments previously made
with respect to such vessel under (i) paragraph (a) of this clause exceeds one
hundred percent (100%) of the allowable costs certified by the Contractor on
the related invoice to have been incurred in the performance of work on such
vessel.
(2) After the percentage of physical progress in the performance of
work on a vessel has reached fifty percent (50%), the Government, upon
submission by the Contractor of invoices certified by the Contractor as
hereinafter provided, will promptly make payments, on account of the total
contract price, of one hundred percent (100%) of the amount determined by: (i)
multiplying the total contract price of such vessel by the percentage of
physical progress in the performance of work on such vessel as certified by
the Contractor subject to the
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approval of the Supervisor, and (ii) subtracting from that product five percent
(5%) of the total contract price of such vessel; provided, that no such payment
--------
shall be made in an amount which when added to the total of all payments made
previously with respect to such vessel under (i) paragraph (a) of this clause
exceeds one hundred five percent (105%) of the allowable costs certified by the
Contractor on the related invoice to have been incurred in the performance of
work on such vessel; provided, further, that the Contractor furnishes data on
-----------------
actual cumulative costs and estimated future costs acceptable to the Supervisor
which demonstrates to the satisfaction of the Supervisor that the Contractor
will make a profit of at least five percent (5%) on completion of the contract,
and the Contractor provides updated information on a quarterly basis. If the
updated data indicate the Contractor will not make a profit of at least five
percent (5%) on completion of the contract, the progress payments shall be
adjusted retroactively so that the total of all payments made with respect to
the vessel under (i) paragraph (a) of this clause shall not exceed one hundred
percent (100%) of the allowable costs certified by the Contractor on the related
invoice to have been incurred in the performance of work on such vessel.
(b) Invoices
--------
Invoices may be submitted every two weeks, but not more frequently;
provided, however, that if after contract award more frequent progress payments
- -----------------
are approved by cognizant Government authority, this provision shall be modified
accordingly without additional consideration by the Contractor to the Government
for such modification. No payment will be required to be made upon invoices
aggregating less than five thousand dollars ($5,000). The Contractor shall
certify on each invoice:
(1) the percentage of physical progress in the performance of work on
the vessel as a decimal carried to four places; and
(2) the allowable costs incurred in the performance of the work on the
vessel as of the date the invoice is submitted. Such certification shall
provide for cost category reporting in accordance with the Contractor's normal
accounting system and shall be broken down into direct material, direct labor,
and indirect costs.
(c) Physical Progress and Weighting Factors
---------------------------------------
(1) Within sixty (60) days after contract award the Contractor shall
submit a progressing system description for review and approval by the
Contracting Officer. Upon approval of such system, progress
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payments shall be in accordance with the approved system. Subsequent
revisions to the approved system shall be submitted to the Contracting Officer
for approval prior to implementation.
(2) the mutually agreed upon weighting factors for the categories of
labor and material for each vessel are set forth in Attachment * to this
---
contract. The weighting factors shall be revised quarterly. Notwithstanding
the above, revision of weighting factors may be requested by either party when
factual data indicate that the weighting factors then in use are no longer
representative of the actual labor and material distribution. Revisions of
weighting factors shall be supported by detailed de-escalated (estimated
final) direct material, direct labor, and indirect costs and additional data
concerning the cause of the change in the weighting factors. Any change in
the weighting factors shall be set forth in a supplemental agreement to this
contract.
(d) Incurred Costs
--------------
For the purpose of this clause, "incurred costs" are those costs identified
through the use of the accrual method of accounting, as supported by the records
maintained by the Contractor and which are allowable in accordance with Part 31
of the Federal Acquisition Regulation (FAR) and Part 31 of the DoD FAR
Supplement in effect on the effective date of this contract and include only:
(1) Costs for items or services purchased directly for the contract
which are paid as well as incurred, as shown by payment made by cash, check,
or other form of actual payment; and
(2) Costs incurred, but not necessarily paid, for materials issued from
the Contractor's stores inventory and placed in the production process for use
on the contract, for direct labor, for direct travel, for other direct
in-house costs and for properly allocable and allowable overhead (indirect)
costs, all as shown by records maintained by the Contractor for the purpose of
obtaining payment under Government contracts, provided that the Contractor is
not delinquent in payment of costs of contract performance in the ordinary
course of business; and
(3) With respect to allocated and allowable costs of pension
contributions, when pension contributions are paid by the Contractor to the
retirement fund less frequently than quarterly, accruals of the costs of these
pension contributions shall be excluded from the Contractor's incurred costs
until such costs are paid. If pension contributions are paid on a quarterly
or more frequent basis, accruals of such costs may be included in the
Contractor's incurred costs,
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<PAGE>
provided that the pension contributions are paid to the retirement fund within
thirty (30) days after the close of the period covered by payment. If payments
are not paid within such thirty (30) day period, pension contributions shall be
excluded from the Contractor's incurred costs until payment therefor has been
made.
(4) Incurred costs shall not include any costs which are required under
any provision of this contract to be reimbursed or paid by the Government to the
Contractor or by the Contractor to the Government other than through an
equitable adjustment in the contract price.
(5) If an overpayment is made relative to this paragraph (d), interest
shall be charged at the prevailing per annum rate established by the Secretary
of the Treasury, pursuant to Public Law 92-41, from the date such overpayment is
made (date of Government check) until the date the overpayment if fully
recovered.
(e) Retentions
----------
(1) Upon preliminary acceptance of each vessel and upon the submission
of properly certified invoices, the Government will pay to the Contractor the
amount withheld under paragraph (a) of this clause in respect of that vessel in
excess of (i) a performance reserve in the amount of one and one-half percent
(1.5%) of the allocated total contract price for such vessel, or (ii) one
hundred thousand dollars ($100,000), whichever is greater. If at any time it
shall appear to the Government that the amount of performance reserve may be
insufficient to meet the cost to the Government of finishing any unfinished work
under the contract for which the Contractor is responsible, or of correcting
defects for which the Contractor is responsible which are discovered prior to
preliminary acceptance or during the guaranty period of any vessel, the
Government may, in making payments under this clause, deduct or withhold such
additional amounts as it may determine to be necessary to render such reserve
adequate; provided, that any additional amounts deducted or withheld on account
--------
of defects which are discovered during the guaranty period of the vessel shall
not exceed the limit of the Contractor's liability as set forth in the clause
entitled "LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF DEFECTS",
reduced by the amounts of the cost incurred by the Contractor for work on such
vessel because of Contractor responsible deficiencies which are discovered
during the guaranty period of the vessel.
(2) The Government may, in its discretion, make payments prior to final
settlement on account of the reserves established under this clause, subject to
such conditions precedent as the Contracting Officer
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may prescribe.
(3) The Government shall, at the time of final settlement, in
accordance with the provisions of the clause entitled "FINAL SETTLEMENT", pay
the Contractor the balance owing to it under the contract promptly after the
amount of such balance shall have been determined.
(f) Certifications and Audits
-------------------------
At any time or times prior to final payment under this contract, the
Contracting Officer may have any invoices and statements or certifications of
costs audited. The Contracting Officer may require the Contractor to submit, or
make available for examination by the Contracting Officer or his designated
representative, the supporting documentation upon which invoices, statements or
certifications of costs are based. Each payment theretofore made shall be
subject to reduction as necessary to reflect the exclusion of amounts included
in the invoices or statements or certifications of costs which are found by the
Contracting Officer, on the basis of such audit, not to constitute allowable
costs. Any payment may be reduced for overpayments, or increased for
underpayments on preceding invoices.
H-30 PLANS AND OTHER DATA (FT) (83-1)
Whenever the Department shall so require, the Contractor shall, at the cost of
reproduction, furnish to whomsoever may be designated by the Department
(including other shipbuilding Contractors), copies of working plans (including
reproducibles), selected record plans, indices, material schedules, plan
schedules, purchase specifications and other data relating to the construction
of the vessel. The furnishing of such data shall not constitute any guaranty or
warranty, either express or implied, by the Contractor other than that they are
correct copies of such data.
H-31 PRELIMINARY ACCEPTANCE (AT) (83-1)
Upon satisfactory completion of the applicable trial requirements and upon
delivery as provided in Section F of this contract, each vessel shall be
preliminarily accepted.
H-32 PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW (FT) (83-1)
(a) Definitions
-----------
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For the purpose of this requirement:
(i) The term "Currently Applicable Federal Laws" is defined to mean
and include only the statutes listed below and regulations thereunder,
promulgated by Federal authorities as in effect on the effective date of this
modification.
(A) Contract Work Hours and Safety Standards Act
(B) Occupational Safety and Health Act of 1970
(C) Atomic Energy Act of 1954
(D) National Environmental Policy Act of 1969
(E) Clean Air Act and the following amendments thereto:
(1) Clean Air Act Amendments of 1966;
(2) Clean Air Act Amendments of 1970; and
(3) Clean Air Act Amendments of 1977.
(F) Federal Water Pollution Control Act Amendments of 1972 and
the following amendment thereto:
(1) Clean Water Act of 1977; and
(G) Refuse Act
(H) Noise Control Act of 1972
(1) Toxic Substances Control Act
(J) Solid Waste Disposal Act and the following amendment
thereto:
(1) Resource Conservation and Recovery Act of 1976
(K) Oil Polution Act of 1961
(L) Marine Protection, Research and Sanctuaries Act of 1972
(M) Comprehensive Environmental Response, Compensation, and
Liability Act of 1980
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<PAGE>
(ii) The term "New Federal Law" is defined to mean a new Federal
Statute enacted subsequent to the effective date of this modification
pertaining to (1) workplace conditions affecting employees or the public, or
(2) environmental standards and requirements, and regulations thereunder
promulgated by Federal authorities.
(iii) The term "change" shall be deemed to mean the amendment or
repeal of any Currently Applicable Federal Law or New Federal Law or regulations
promulgated thereunder by Federal authorities.
(b) If, at any time after the effective date of this modification, a New
Federal Law is enacted or a change is made to a Currently Applicable Federal Law
or a New Federal Law or regulations thereunder promulgated by Federal
authorities, and compliance with such new law or change directly results in an
increase or decrease in the Contractor's cost of performance of this contract,
the contract price(s) shall be adjusted as provided in paragraph (c) below. No
such adjustment shall be made for contract costs incurred or projected to be
incurred during the two (2) year period after the effective date of this
contract.
(c) The price adjustment provided for in paragraph (b) above shall be made, in
the same amount, in each of the Fixed Price(s) of the ship(s), as appropriate,
and shall include only the properly allowable and allocable direct and indirect
costs of additional labor and materials directly resulting from compliance with
the new law or with the change, but shall not include:
(i) Costs of delay, disruption, or acceleration of performance;
or
(ii) Increases or decreases in prices charged by
subcontractors or suppliers; or
(iii) Costs of additional facilities or of any portion thereof
constructed or acquired after the effective date of this
modification unless such additional facilities or the
portion thereof have been constructed or acquired by the
Contractor solely in order to comply with a New Federal law
or a change in Currently Applicable Federal Laws or New
Federal Laws, or regulations thereunder promulgated by
Federal authorities.
The price adjustment shall consider and exclude any tax, depreciation, or other
special allowances provided to the Contractor in the New Federal Law or change
for compliance therewith. No adjustment shall be made in the Profit or Delivery
Schedule of the contract, provided,
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<PAGE>
however, that the Contractor's right, if any, to extension of the delivery
schedule under any other requirement of this contract shall not be prejudiced
thereby. No adjustment shall be made unless a New Federal Law or a change
directly causes an increase or decrease in the Contractor's cost of performance
of this contract in excess of $125,000 per ship.
(d) The Contractor shall promptly notify the Contracting Officer, in writing,
of the enactment of New Federal Laws or of a change that reasonably may be
expected to result in an adjustment under the provisions of this clause.
(e) Requests for price adjustments hereunder shall be made in accordance with
the procedures of the clause entitled "DOCUMENTATION OF REQUESTS FOR EQUITABLE
ADJUSTMENT".
H-33 NOT USED
H-34 SHIPBUILDING PRODUCTION PROGRESS CONFERENCES (SPPC) (AT) (83-1)
(a) The Contractor agrees to attend quarterly progress meetings to be held
at the Naval Sea Systems Command, or if the Government so elects, at the
Contractor's plant, beginning three (3) months after the effective date of this
contract. The purpose of the meetings is to report progress, anticipated
delays, cost experience in relation to budget and projected end costs, manning,
schedules, receipt of Government-furnished property/Contractor-furnished
material, production problems, and other related matters.
(b) It is agreed and understood that the reports to be made by the
Contractor pursuant to this clause are additional to, and not in substitution
for, reports and notices required to be made or given by the Contractor pursuant
to other clauses of this contract, including, but not limited to, the
"NOTIFICATION OF CHANGES" clause.
H-35 SHIPBUILDING SUPPORT OFFICE SCHEDULES (AT) (83-1)
The U.S. Navy Shipbuilding Support Office, which is responsible within the
Department for providing central scheduling for ship programs, may, but shall
not be obligated to, promulgate from time to time Master Program Schedules and
other documents relating to the design, material procurement for, and orderly
erection of the vessel(s). Such schedules and documents, if promulgated, are
intended to facilitate integration of all work required in connection with the
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vessels, and other vessels, if any, in the same ship program and to serve as a
planning aid for the Contractor and its agents, but such schedules and documents
shall not alter or increase the obligations of the Government and the use
thereof or adherence thereto is not a requirement of this contract. Neither the
promulgation of such schedules and documents nor any use thereof by the
Contractor or its agent shall in any way relieve the Contractor of its
obligation to complete and deliver the vessel(s) by the date and in accordance
with the other provisions set forth in this contract or affect responsibility
for any delays.
H-36 ORDERS
(Applicable to Items 0011 (Item 0011AA, 0011AB, 0011AC), 0012 (Item 0012AA,
0012AB, 0012AC), and 0013 (Item 0013AA, 0013AB, 0013AC))
(a) Contract Modification--Supplies or Services to be Furnished When Ordered
---------------------------------------------------------------- -------
by the Government. The Contractor shall furnish supplies and services to the
- -----------------
Government under Items set forth herein when a contract modification is issued
by the Contracting Officer in accordance with the procedures specified in this
clause. "Contracting Officer" is defined as the Procuring Contracting Officer,
the Administrative Contracting Officer, or the Ship Parts Control Center
Contracting Officer (if delegated authority in writing by the Procuring
Contracting Officer). The Government agrees that it will order the quantity of
supplies or services designated as the "minimum". "Minimum" is defined as the
firm fixed price for orders to be issued. All orders shall be placed on a firm
fixed price basis.
<TABLE>
<CAPTION>
Item Minimum
---- -------
<S> <C>
Item 0011:
Item 0011AA $6,800,000
Item 0011AB $7,140,000
Item 0011AC $7,497,000
Item 0012:
Item 0012AA $ 250,000
Item 0012AB $ 50,000
Item 0012AC $ 50,000
Item 0013:
Item 0013AA $ 25,000
Item 0013AB $ 25,000
</TABLE>
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<PAGE>
Item 0013AC $25,000
(b) Document, Specification, or Description of Work. The applicable
-----------------------------------------------
document, specification, or description of work is set forth below. To the
extent any inconsistency exists between any document, specification, or
description referred to below and the Schedule, the Schedule shall control.
Item 0011 (Item 0011AA, 0011AB, and 0011AC): Provide COSAL Material.
Item 0011AA: Provide COSAL Material for LSD 49
Item OO11AB: Provide COSAL Material for LSD 50
Item 0011AC: Provide COSAL Material for LSD 51
Item 0012 (Item 0012AA, 0012AB and 0012AC): Perform Special Studies, Analyses,
and Reviews.
Item 0012AA: Perform Special Studies, Analyses, and Reviews for LSD 49
Item 0012AB: Perform Special Studies, Analyses, and Reviews for LSD 50
Item 0012AC: Perform Special Studies, Analyses, and Reviews for LSD 51
Item 0013 (Items 0013AA, 0013AB and 0013AC): Perform Engineering and Industrial
Services.
Item 0013AA: Perform Engineering and Industrial Services for LSD 49
Item 0013AB: Perform Engineering and Industrial Services for LSD 50
Item 0013AC: Perform Engineering and Industrial Services for LSD 51
(c) Ordering Period and Terminal Date for Delivery of Supplies or Performance
-------------------------------------------------------------------------
of Services. Contract modification for supplies or services listed under the
- -----------
Items set forth in paragraph (a) above may be issued during the period from
contract award through expiration of the guaranty period of the applicable ship.
(d) Ordering. The Contracting Officer will issue contract modifications
---------
for supplies or services to be furnished by the Contractor. Each contract
modification issued in accordance with paragraph (e) or (f) below shall:
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<PAGE>
(1) Be prepared on a Standard Form 30 (Amendment of
Solicitation/Modification of Contract);
(2) Be numbered as a modification to this contract;
(3) Identify the Item set forth in Section B of the Schedule under
which the supplies or services are being acquired;
(4) Set forth the supplies or services and the quantities being
acquired;
(5) Set forth packaging (preservation and packing) and marking
requirements for the supplies being acquired;
(6) Set forth consignment and marking instructions for supplies
being acquired to the extent that they are known at the time
the contract modification is issued;
(7) Set forth inspection and acceptance requirements;
(8) Set forth the negotiated delivery or performance dates (of the
Government's desired delivery or performance dates in the case
of an undefinitized order where the delivery or performance
schedule has not be negotiated);
(9) For orders which, when added to all prior orders for the same
Item, exceed the "minimum" quantity designated in paragraph (a)
above, obligate funds to cover the orders; and
(10) Set forth the applicable accounting and appropriation data.
(e) Fully Definitized Supplemental Agreements Covering Priced Items.
---------------------------------------------------------------
Except as otherwise provided in paragraph (f) below, the Contracting Officer
will issue a supplemental agreement to this contract when supplies or services
are to be furnished by the Contractor. The supplemental agreement shall set
forth the firm fixed-price and be otherwise fully definitive at the time of
issuance and shall be signed by the Contractor and the Contracting Officer prior
to commencement of work thereunder.
(f) Issuance of Undefinitized Orders. Orders, other than those which are
--------------------------------
fully definitized, may be issued in accordance with the procedures set forth in
this clause. Undefinitized orders (which term includes both bilateral maximum
priced orders and unilateral maximum priced orders) may be issued in those cases
where it is not in the best
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<PAGE>
interests of the Government to incur delay in the delivery of supplies or
services while negotiating fully definitive contractual terms, specifications,
and prices for such supplies or services. All such undefinitized orders shall
include the following:
(1) The information required by paragraph (d) above;
(2) A maximum price for the supplies and/or services covered by the order
(the maximum price shall bear a reasonable relationship to the work
to be performed under the order, shall be the maximum price that the
Government can be charged for the supplies and/or services covered by
the order, and shall be the price above which the Government will not
negotiate in definitizing the order);
(3) A limitation of Government liability (see paragraph (g) below); and
(4) A schedule for definitization of the order (see paragraph (h) below).
Undefinitized orders may be issued on either a bilateral or unilateral basis.
(A) Bilateral Undefinitized Orders. The Contracting Officer may
------------------------------
prepare a supplemental agreement to this contract in the form of a bilateral
maximum priced order. The maximum price may be jointly determined by the
parties to this contract or may be proposed by the Government and agreed to by
the Contractor. The supplemental agreement shall be signed by the Contractor
and the Contracting Officer prior to commencement of work thereunder.
(B) Unilateral Undefinitized Orders. The Contracting Officer may
-------------------------------
issue a modification to this contract in the form of a unilateral maximum
priced order. In the event the Contracting Officer intends to issue a
unilateral order, the Contracting officer shall request the Contractor to
submit a proposal to establish a maximum price for the supplies and/or
services to be covered by the order. The Contractor shall be given not less
than two (2), nor more than thirty (30) days to submit its proposed maximum
price. If (i) the Contracting Officer determines that the Contractor's
proposed maximum price is unreasonable in light of the nature of work to be
performed under the order or (ii) the Contractor fails, refuses, or is unable
to submit a proposal within the time allowed by the Contracting Officer, the
Contracting Officer shall unilaterally establish a maximum price for such
order.
(g) Limitation of Government Liability. Each undefinitized order
----------------------------------
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<PAGE>
shall set forth a limitation of Goverment liability. The limitation of
Government liability shall be the maximum amount that the Government will be
obligated to pay the Contractor for performance of an order unless and until the
order is definitized. Therefore, in the performance of an order, 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, such expenditures and obligations
will be at the Contractor's sole risk and expense. Further, the limitation of
Government liability shall be the maximum amount that the Government will be
obligated to pay the Contractor if the order is terminated for the convenience
of the Government or for default.
(1) Except as provided in (2), (3) and (4) immediately below, the
limitation of Government liability shall not exceed fifty percent (50%) of the
maximum price if an undefinitized order.
(2) If the Contractor submits a proposal to definitize a undefinitized
order prior to expenditure of the funds constituting the limitation of
Government liability and such proposal is determined by the Contracting Officer
to contain sufficient information to conduct audits, the Contracting Officer
may, in his sole discretion, increase the limitation of Government liability to
seventy-five percent (75%) of the maximum price or seventy-five percent (75%) of
the price proposed by the Contractor, whichever is less.
(3) Upon definitization of a undefinitized order, the limitation of
Government liability shall be deemed to mean the definitized firm fixed price of
the order.
(4) The limitations set forth in (1) and (2) immediately above do not
apply to undefinitized orders for the purchase of initial spares under Items
0011AA, 0011AB and 0011AC.
(h) Definitization of Maximum Priced Orders. Each maximum priced order shall
---------------------------------------
contain a definitization schedule. The definitization schedule. The
definitization schedule shall provide for definitization by the earlier of:
(1) The end of the 180-day period beginning on the date of issuance of
the maximum priced order, or
(2) The date on which funds constituting the limitation of Government
liability have been fully expended by the Contractor.
The Contracting Officer may, in his sole discretion, extend the
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<PAGE>
definitization schedule for a period which does not exceed 180 days from the
earlier of:
(1) The date the Contractor was required to submit its proposal for
definitizing the order, or
(2) The date the Contractor actually submits a proposal determined by
the Contracting Officer to contain sufficient information to conduct audits.
The time limitations set forth in this paragraph (h) do not apply to
undefinitized actions for the purchase if initial spares under Items 0011AA,
0011AB and 0011AC. The Contractor agrees to submit its proposal for
definitization in accordance with the definitization schedule set forth in a
bilateral maximum priced order and agrees to use its best efforts to submit its
proposal for definitization in accordance with the definitization schedule set
forth in a unilateral maximum priced order.
(i) The Contractor's Obligation to Perform Maximum Priced Orders. The
------------------------------------------------------------
Contractor shall be obligated to perform a bilateral maximum priced order as if
it were a fully definitized order. For a unilateral maximum priced order, the
Contractor shall commence performance immediately upon receipt of the order and
shall, within ten (10) days of receipt of the order, notify the Contracting
Officer in writing that it either agrees to the maximum price and limitation of
Government liability or that it takes exception to the maximum price and/or the
limitation of Government liability. The Contractor may not take exception to
the limitation of Government liability unless such limitation is less than fifty
percent (50%) of the maximum price. If the Contractor takes exception to either
the maximum price or the limitation of Government liability, the Contractor
shall propose a maximum price and/or a limitation of Government liability, which
liability shall not be in excess of fifty percent (50%) of the proposed maximum
price, at the earliest possible time, but in no event later than thirty (30)
days after the date the order is issued or the date on which the Contractor
believes that it is entitled to be compensated in an amount equal to seventy-
five percent (75%) of the limitation of Government liability set forth in the
unilateral order, which ever is earlier. After receipt of the Contractor's
proposal to establish the maximum price and/or limitation of Government
liability, the Contracting Officer will: (i) adjust the ceiling price and/or
limitation of Government liability, as proposed by the Contractor, (ii) advise
the Contractor that the order will be adjusted in a different amount than
proposed by the Contractor, or (iii) advise the Contractor that no adjustment
will be made.
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(j) Submission of Proposals for Definitizing Maximum Priced Orders.
---------------------------------------------------------------
The Contractor shall submit proposals for the definitization of maximum priced
orders when requested by the Contracting Officer. The Contractor shall be
given at least thirty (30), but not more than sixty (60) days to submit its
fully supported proposal, unless the parties agree to a difference length of
time for submission of a proposal. The timeframe for submission of a proposal
may be extended for good cause. The failure of the Contractor to submit a
fully supported proposal, including certified cost or pricing data, shall be
considered a default by the Contractor, and the remedies available pursuant to
the "DEFAULT" clause of this contract shall, in addition to any other remedies
available in law or equity, be available to the Government.
(k) Segregation and Proposal of Costs.
----------------------------------
(1) The Contractor shall segregate by order all incurred costs (less
allocable credits) for work allocable to each maximum priced order issued
pursuant to paragraph (f), subparagraphs (1) and (2) above Segregation of
costs shall continue until the maximum priced order is superseded by a
supplemental agreement to this contract.
(2) In proposals to definitize maximum priced orders issued under Items
0011AA, 0011AB and 0011AC, the Contractor shall propose costs as follows:
(A) Separately identify each part and the price of that part
exclusive of any profit or administrative or material burden;
(B) Total the unburdened prices identified in (A) immediately
above; and
(C) Identify the profit and administrative and material burden
applied to the total unburdened price under (B) immediately
above.
(l) Contract Clauses. The following Special Contract Requirements are not
-----------------
applicable to orders issued under this clause:
(i) H-7 "COMPENSATIONS ADJUSTMENTS (LABOR AND MATERIAL),"
(ii) H-18, "INCENTIVE PRICE REVISION (FIRM TARGET),"
(iii) H-29, "PAYMENTS,"
(iv) H-32, "PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW,"
and
(v) H-42, "COMPENSATION."
(m) Modification to Orders. Modifications to orders issued hereunder shall be
-----------------------
effected in accordance with the procedures for issuing
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<PAGE>
contract modifications specified in this clause. Modifications to ceiling-
priced orders issued pursuant to paragraph (f), subparagraphs (1) and (2) above,
shall not include additional requirements or quantities.
(n) Cost or Pricing Data. Whenever cost or pricing data, as defined
--------------------
in FAR 15.801, are required in accordance with FAR 15.804, the
Contractor shall submit a signed Standard Form 1411, Contract Pricing
Proposal Cover Sheet, with supporting attachments.
(o) Contract Exhibits. Contract exhibits may be attached to orders issued
-----------------
hereunder in accordance with DoD FAR Supplement 4.7105. Each such contract
exhibit shall utilize the appropriate exhibit identifier assigned in Section B
of the Schedule and shall apply only to the Item specified in Section B. Items
of supplies or services set forth in an order shall be numbered as exhibit line
items in accordance with DoD FAR Supplement 4.7106. In the event all available
exhibit line item numbers are used within an exhibit identifier assigned in
Section B, the Administrative Contracting Officer shall promptly notify the
Procuring Contracting Officer and request that additional exhibit identifiers be
assigned. Additional exhibit identifiers shall be unilaterally assigned by the
Procuring Contracting Officer in a no-cost administrative modification to this
contract.
H-37 ASSIGNMENT AND USE OF STOCK NUMBERS
To the extent that National Stock Numbers (NSNs) or preliminary NSNs are
assigned by the Government for the identification of parts, pieces, items,
subassemblies or assemblies to be furnished under this contract, the Contractor
shall use such NSNs or preliminary NSNs in the preparation of provisioning
lists, package labels, packing lists, shipping containers and shipping documents
as required by applicable specifications, standards or Data Item Descriptions
(DIDs) of the contract or as required by orders for spare and repair parts. The
cognizant Government contract Administration Office shall be responsible to
convey to the Contractor such NSNs or preliminary NSNs which may be assigned and
which are not already in possession of the Contractor.
H-38 ASSIGNMENT OF SUBCONTRACTS
The Contractor shall include in all subcontracts a provision allowing for
assignment to the Government or by the Government to another contractor any
option held by the Contractor in a subcontract. The Contractor shall notify the
Contracting Officer of any refusal by a potential subcontractor to accept this
clause. Such notification to
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the Contracting Officer shall be made within five (5) days after the Contractor
is first aware of such refusal by such potential subcontractor and in any event,
not less than ten (10) days before entering into any such subcontract.
H-39 DRYDOCKING FACILITIES AND SHIPBUILDING WAYS CERTIFICATION (FT) (86-1)
Drydocking facilities and shipbuilding ways employed in the performance of
this contract shall be certified in accordance with MIL-STD-1625B(SE) dated 31
August 1984, Safety Certification Program for Drydocking Facilities and
Shipbuilding Ways for U.S. Navy Ships. The "Facility Certification Report shall
be submitted to NAVSEA 07 via the cognizant Supervisor of Shipbuilding not less
than (12) months prior to the scheduled launching of the first vessel
constructed under this contract
H-40 PRODUCTION SPECIAL TOOLING AND PRODUCTION SPECIAL TEST
EQUIPMENT
The Contractor shall not charge the costs of acquiring production special
tooling and production special test equipment, as defined in DoD FAR Supplement
15.873, as a direct cost to this contract. Such costs shall be capitalized,
depreciated in accordance with the Contractor's approved disclosure statements
and considered allowable as an indirect cost if otherwise reasonable and
allocable.
H-41 CONTRACTOR PROBLEM IDENTIFICATION REPORTS (NAVSEA) (SEP 1990)
(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.
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(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 on 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;
(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.
H-42 NOT USED
H-43 CURRENT CONTRACT DELIVERY DATE
(a) The Government, in the scheduling of various events which include, but
are not limited to the training and assignment of personnel, and deployment of
the vessel(s) in the naval service, and the commitment of facilities and
personnel necessary to the foregoing, will rely upon the Contractor to deliver
the vessel(s) on the date(s)
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required by the contract.
(b) With regard for the requirements of this contract, the Contractor
shall continuously review his performance on each vessel and provide to the
Government, in writing, within fifteen (15) days after the end of each 3 month
period after the start of fabrication on the first vessel, and until delivery
of the last vessel, the following information with respect to each vessel:
(i) The current delivery date set forth in the contract, as it may
have been amended, and any extension of that date to which the
Contractor considers he is entitled under the terms of the contract,
together with the reason for such extension.
(ii) The Contractor's estimated delivery date, taking into account
all delays arising from causes that the Contractor knew were in
existence on or before the end of the then-current 3 month period,
including all adjustments in performance time to which the Contractor
considers he is entitled under the terms of the contract by reason of
unadjusted change orders or otherwise.
(c) With respect to the information submitted in accordance with
subparagraph (b) above:
(i) If the estimated delivery date for any vessel is earlier than the
current contract delivery date for that vessel, including any
extensions to which the Contractor is entitled pursuant to any clause
of this contract, the Contractor may propose to advance the contract
delivery date.
(ii) If the estimated delivery date for any vessel is later than the
current contract delivery date for that vessel, including any
extensions to which the Contractor is entitled pursuant to any clause
of this contract, the Contractor shall set forth the steps to be taken
by him to avoid delivering the vessel later than said contract
delivery date. If the Contractor considers it not to be feasible to
advance the estimated delivery date to the contract delivery date,
including any extensions to which the Contractor is entitled pursuant
to any change of this contract, the Contractor may propose an
extension in the contract delivery date.
(d) Within sixty (60) days following receipt by the Contracting
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Officer of the submission(s) and proposal(s) in compliance with (b) and (c)
above, the delivery date(s) for the vessel(s) shall be affirmed or revised in
a contract modification in one of the following ways:
(i) If the Contractor's proposed contract delivery date for any
vessel represents an adjustment in the performance time to which the
Contracting Officer agrees the Contractor is entitled pursuant to any
clause of this contract, the Contracting Officer shall accept the
proposed delivery date.
(ii) If the Contractor's proposed contract delivery date for any
vessel is unacceptable to the Contracting Officer, the Contracting
Officer may agree with the Contractor on another mutually acceptable
contract delivery date representing an adjustment in the performance
time pursuant to the pertinent clauses of this contract.
(iii) If the Contractor's proposed contract delivery date for any
vessel reflects an extension of performance time for which, either in
whole or in part, the Contracting Officer considers the Contractor to
be responsible, the Contracting Officer may in his sole discretion,
nevertheless accept such date provided that the parties shall agree
upon, or the Contracting Officer shall determine, the amount of time
included in the extension of performance time which was due to
inexcusable causes of delay. If the parties cannot agree upon the
responsibility for the delays reflected in the extension of
performance time, then the Contracting Officer may elect to accept the
Contractor's proposed contract delivery date and defer the making of
the determination of responsibility for the delays without prejudice
to the rights of either party pertinent to such responsibility.
(iv) If the Contracting Officer and the Contractor are unable
to agree on a mutually acceptable contract delivery date for any
vessel, the Contracting Officer shall unilaterally establish a
contract delivery date for any vessel which shall include the time of
extension to which the Contractor is entitled pursuant to the terms of
this contract and may include performance time for which the
Contractor is responsible, provided that the Contracting Officer
specified the extent of the inexcusable delay. The Contractor shall
take all necessary steps to meet said delivery date subject to a claim
for equitable adjustment in the contract price by reason of
acceleration if it should be subsequently determined that the delivery
date established by the Contracting Officer is earlier than the
delivery to
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which the Contractor is entitled pursuant to the terms of this contract.
(v) The Contractor and the Contracting Officer may agree to affirm
that the delivery date(s) for the vessel(s) set forth in the contract
is (are) the current contract delivery date(s).
(e) Notwithstanding any other rights conferred on the Contractor by the
"CHANGES -- FIXED PRICE" clause or any other clause of this contract, or
otherwise, no claim by the Contractor for an extension in delivery date(s) shall
be allowed subsequent to the affirmation of the current contract delivery
date(s) or the agreement or determination of the current contract delivery
date(s) arising from causes that the Contractor knew or should have known were
in existence on or before the effective date of the paragraph (b) submission or
the paragraph (c) proposal leading to such agreement or determination.
H-44 DOD FAR SUPPLEMENT
All references to the FAR in this contract shall be deemed also to include
the DOD FAR Supplement, unless clearly indicated otherwise.
H-45 GOVERNMENT APPROVAL AND COMMENT
Documentation, including drawings and other engineering products, required
by the contract and the Contract Data Requirements List (CDRL, DD Form 1423) to
be submitted for approval or review and comment will be acted upon by the
Government within sixty (60) days after receipt by the supervisor, unless
another period of time is specified or the contractor is notified in writing
within twenty-five (25) days after receipt of the documentation by the
Supervisor that the Government will require up to thirty (30) days beyond the
original approval/comment period.
H-46 CONFIGURATION CONTROL
(a) General Requirement. The Contractor shall provide and maintain
-------------------
configuration control and shall prepare and submit engineering change proposals
(ECPs), requests for deviations, and requests for waivers, together with
supporting documentation, affecting or concerning the craft to be delivered
under this contract, in accordance with the following:
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(i) This clause
(ii) Data Item Descriptions (DIDS) DI-E-2037, entitled "Engineering
Change Proposals (ECPs)," "Requests for Deviations and Waivers (Long
Form)," cited in DD Form 1423, attached hereto.
(iii) DOD-STD-480A
In the event of any conflict or inconsistency between the above listed
configuration requirements, they shall take precedence and govern in the order
listed.
All change submittals shall contain a one page executive summary of
background and rationale for the change. The supporting documentation shall
include a detailed technical description itemizing clearly both material deleted
and material added as well as any difference in the labor involved or equivalent
information for any change. The documentation shall also include sufficient
pricing detail to allow the Government to discern how the cost of the change was
determined. Change proposals which do not contain adequate supporting
documentation will be returned to the Contractor for resubmittal with no
additional preparation costs to be borne by the Government.
(b) Baseline. The configuration identification or baseline for the ships
--------
consists of:
(i) The specifications, including any drawings and other
documentations, set forth or referenced in Section C, and
(ii) All mandatory subsidiary specifications, including any drawings
and other documents, of any tier referenced in the
specifications referred to in subparagraph (i) immediately
above.
The baseline set forth above includes, but is not limited to all drawings
and other documents, such as contract drawings, Government specifications,
Government standards, NAVSEA standard drawings, and coordination drawings, which
are referenced in the specifications described in subparagraph (i) and (ii)
above of this paragraph (b) and which are mandatory in the compliance therewith
is required and no departure or deviation therefrom is allowed, except with the
approval of the Government. Further, certain of these mandatory drawings or
other documents, such as coordination drawings or interface control drawings,
may not be in existence on the effective date of this contract or may have to be
revised for application to the work under this contract, and are to be prepared
or revised by the Contractor under this or any other contract, by the
Government, or by another
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Contractor during the performance of this contract. Further, there may be
mandatory requirements applicable to any follow ship(s) under this contract
which are not applicable to the lead ship.
Said baseline does not include drawings and other documents forming part of said
specifications which are specified to be illustrative, typical, or for guidance,
such as NAVSEA Type Drawings, and design data sheets, which are non-mandatory in
that compliance therewith is not required and departures or deviations therefrom
are allowed, unless some other provision of said specifications or of the
drawings and other documents themselves, require compliance without departure or
deviation. Further, said baseline does not include drawings and other
documents, such as working drawings and test memoranda, which are non-mandatory
to the extent that, under the provisions of this contract, the Contractor may,
but is not required to, use and comply with such drawings and other documents in
the performance of this contract, whether they are prepared or revised by the
Contractor under this or any other contract, or obtained from a design
Contractor and revised or not revised by the Contractor. However, this clause
does not in any way modify or supersede other requirements of this contract for
submission to, or approval by the Government, or both, of drawings and other
documents which are not included in said baseline and which are prepared or
revised by the Contractor in connection with the performance of this contract,
including revisions of or changes to such drawings or other documents,
subsequent to initial submission to, or approval by the Government, or both.
(c) All ECPs to be Class I. The baseline set in paragraph (b) of this
----------------------
clause is such that all engineering changes to this baseline shall be Class I.
Accordingly, the provisions of DOD-STD-480A relating to Class II engineering
changes and Class II ECPs are not applicable to this contract, and the terms
"engineering change", "Engineering change proposal", and "ECP" as used in this
clause, without designation as to Class, mean a Class I engineering change,
engineering change proposal, or ECP.
(d) ECP Requirement and Initiation. In addition to preliminary and formal
------------------------------
ECP's which the contractor may initiate and propose, and in addition to changes
which the Contracting officer may issue pursuant to the clause of this contract
entitled "CHANGES", the Contracting Officer, or purposes of arriving at a
decision as to whether to incorporate an engineering change in this contract,
may from time to time and at any time, in writing, require the Contractor to
prepare and submit a formal ECP with respect to an engineering change initiated
and proposed by the Contracting Officer within the general scope of this
contract or to revise any previously submitted formal ECP, whether initiated by
the Contractor or the Contracting Officer, or to submit a
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formal ECP as the result of a preliminary ECP. Upon receipt of such written
requirement, the Contractor shall submit an initial or revised formal ECP,
including supporting data, within such time as the Contracting Officer may
reasonably specify in view of the priority assigned to the ECP, or, if no time
is specified, within 90 days, or such further time as the Contracting Officer
may allow.
(e) "Firm Offer" and Contract Acceptance of ECPs. The Contractor's
--------------------------------------------
"Estimated Costs/Savings under Contract" for each ECP, whether submitted on the
Contractor's own initiative or submitted in response to a requirement of the
Contracting Officer as an initial or revised ECP, as provided in paragraph (d)
of this clause, shall constitute an irrevocable price proposal or offer for 60
days from receipt of the ECP by the Government, unless such period of time is
extended by mutual agreement. During this period the Contracting Officer may:
(i) Accept such proposal or offer by mailing or otherwise presenting to
the Contractor a bilateral modification of this contract for execution by the
Contractor, which modification shall reflect the engineering change(s) contained
in the ECP, the consequent changes in the delivery schedule, if any and the
Contractor's estimated net increase or decrease in contract price, and the
Contractor agrees to execute such a modification within 5 working days after
receipt; or
(ii) Conditionally accept such offer by mailing or otherwise presenting
to the Contractor a bilateral modification of this contract, for execution b the
Contractor, which modification shall be the same as in subparagraph (i)
immediately above, except that it shall set forth the Contractor's estimate as a
ceiling or a maximum change in contract price in the case of a net increase and
as a floor or a minimum change in contract price in the case of a net decrease,
and except that it may set forth the Contractor's proposed change in delivery
schedule, if any, as a maximum extension or a minimum advance as the case may
be; and the Contractor agrees to execute such a modification within fifteen (15)
working days after receipt, and in the event of such a modification the parties
shall promptly negotiate in good faith to arrive at an adjustment within 180
days after the issuance of the modification or upon completion of forty percent
(40%) of the work to be performed under the modification, whichever occurs
earlier provided, however, that upon issuance of the modification the Contractor
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shall diligently proceed with the work to be performed under the modification
but shall not invoice for greater than fifty percent (50%) of the ceiling or
maximum change in contract price of the work to be performed under the
modification until issuance of a modification definitizing the adjustment in
contract price, delivery schedule, or both; or
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(iii) Begin good faith negotiations leading to a bilateral modification of
this contract making the equitable adjustment, shall be conclusively presumed to
include an amount or factor for any and all delays and disruptions that may
result from incorporating in this contract the engineering change(s) whether
initiated and proposed by the Contractor or by the Contracting Officer, priced
out by the modification.
(f) Standard Form 1411 and Certificate. In addition to any submittal of
----------------------------------
an initial or revised formal ECP, the Contractor agrees to submit, on request of
the Contracting officer, a completed and signed Standard Form 1411 "Contract
Pricing Proposal (Change Order)" in as many copies as the Contracting Officer
may reasonably require and signed "Certificate of Current Cost or Pricing
Data." Where Standard Form 1411 is required and DD Form 1692 is used, the ECP
Number from Block 5d of DD Form 1692 shall be entered in the "Change
Identification" Block of Standard Form 1411. The "Estimate Costs/Savings Under
Contract" should agree with the total "Net Costs of Change" shown on Standard
Form 1411, and the "Effect on Production Delivery" shall be restated under
"Remarks" on Standard Form 1411.
(g) Equitable Adjustments for ECP Preparation. In the event that an
-----------------------------------------
engineering change resulting from a formal ECP is incorporated in this contract,
the equitable adjustment in contract price shall include an amount on account of
the cost of the engineering and other work of the Contractor in preparing or
revising the ECP, or both. In the event that such an engineering change is not
incorporated in this contract, the engineering and other work of Contractor in
preparing or revising the ECP, or both, shall be processed as if ordered by the
Contracting Officer under the clause of the contract clauses entitled "CHANGES,"
and the Contractor shall be entitled to an equitable adjustment in contract
price on account of such work but shall not be entitled to any adjustment in the
delivery schedule; provided, however, that no adjustment in contract price shall
--------
be made with respect to any preliminary ECP or with respect to a rejected ECP
prepared and submitted by the Contractor which did not result from a requirement
of the Contracting Officer or his representative designated by him in writing
(i) to submit a formal ECP with respect to an engineering change proposed by
Government, or (ii) to revise a formal ECP previously initiated, prepared and
submitted by the Contractor, or (iii) to submit a formal ECP as a result of a
preliminary ECP, as provided for in paragraph (b) of this clause. Failure to
agree to such an equitable adjustment in contract price provided for in this
paragraph (g) shall constitute a dispute concerning a question of fact within
the meaning of the clause of the contract entitled, "DISPUTES."
(h) Copies and Distribution of ECPs and Requests for Deviations
-----------------------------------------------------------
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and Waivers. Each ECP for an engineering change, each request for major,
- -----------
critical or minor deviation and each request for a major, critical, or minor
waiver prepared by the Contractor shall be submitted in the number of copies and
to the official or addressee designated by the Contracting Officer.
(i) Necessity for Contract Modification. Notwithstanding any approvals or
-----------------------------------
other action respecting an ECP, no engineering change shall be effective unless
and until a modification to this contract is executed as provided for in
paragraph (e) to this clause, or the Contracting Officer issues a modification
to this contract pursuant to the clause of the Contract Clauses entitled
"CHANGES." Pending such a modification, the Contractor shall proceed diligently
with contract performance without regard to the effect of any such proposed
engineering change. Notwithstanding any approvals or other action respecting a
request for a major, critical or minor deviation or waiver, no such deviation of
waiver shall be effective unless and until granted or authorized by a
modification to this contract signed by the Contracting Officer. Minor
deviations and waivers may be approved by a properly constituted local Material
Review Board (MRB) in accordance with paragraph 3 of DOD-STD-480A. The MRB
shall include a representative of the cognizant Supervisor of Shipbuilding,
Conversion and Repair USN, and all decisions shall be unanimous.
(j) Saving Provision. Nothing contained in this clause shall be construed
-----------------
(i) as obligating the Government in any manner whatsoever to issue or approve
any changes, deviations, or waivers which may be initiated and proposed by the
Contracting Officer as provided for in paragraph (d) of this clause, or (ii) as
altering in any manner whatsoever the rights of either party under the clause of
the Contract Clauses entitled "CHANGES".
H-47 STORAGE OF GOVERNMENT-FURNISHED MATERIAL (GFM)
(a) The Contractor shall have available adequate warehouse facilities to
store and handle all GFM as it is received. The Contractor shall use Schedule A
and Schedule C, attached hereto as Attachment J-9 and J-10, respectively, to
determine the storage space required. The Contractor shall provide a separate
secure room in the warehouse area meeting the applicable requirements of FAR
52.204-2, "SECURITY REQUIREMENTS", for classified components as required by this
contract. The Contractor shall store all security equipment in this room.
(b) Environmental control shall be maintained within the
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warehouse such that the temperature does not exceed 100 degrees Fahrenheit,
nor fall below 55 degrees Fahrenheit, and sudden change in temperature shall
be avoided. Humidity shall be held below the dew point at all times,
regardless of temperature. These conditions will apply unless otherwise
approved by the Supervisor.
(c) The following shall apply to the storage of GFM:
(i) Segregated storage shall be provided for GFM, separate from
other contract
(ii) All GFM will require environmental storage except equipment
normally exposed to the weather.
(iii) Equipment may arrive in the yard up to twelve (12) months
earlier than the dates specified in Schedule A. The Contractor
shall provide adequate storage to accommodate
equipment/material as soon as it is provided to the Contractor
without any increase in ceiling price.
H-48 GOVERNMENT-FURNISHED INFORMATION
(a) Schedule C, Government Furnished Information for LSD 41 (Cargo
Variant), attached hereto as Attachment J-5, incorporates by listing or specific
reference all the data or information which the Government has provided or will
provide to the Contractor, except for:
(i) The specifications set forth in Section C of this contract,
(ii) Government specifications, including drawings and other
Government technical documentation which are referenced
directly or indirectly in the specifications set forth in
Section C and which are applicable to this contract as
specifications, and which are generally available and provided
to Contractors or prospective Contractors upon proper request,
such as Federal and Military Specifications, and standard
drawings, etc.
(b) Except for the items referred to in subparagraphs (a)(i) and (ii) above,
the Government will not be obligated to provide to the Contractor any
specification, drawing, technical documentation or other publication which is
not listed or specifically referenced in Schedule C, notwithstanding anything to
the contrary in the specifications, the publications listed or specifically
referenced in Schedule C, the
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clause of this contract entitled "GOVERNMENT PROPERTY (FIXED PRICE)" or any
other clause of this contract.
(c) (i) The Contracting officer may at any time by written order:
(A) delete, supersede, or revise, in whole or in part, data listed or
specifically reference in Schedule C, or
(B) add items or data or information to Schedule C,
(C) establish or revise due dates for items of data or information in
Schedule C.
(ii) If any action taken by the Contracting Officer pursuant to
subparagraph (c)(i) immediately above causes an increase or decrease
in the costs of or the time required for performance of any part of
the work under this contract, an equitable adjustment shall be made
in the target cost, target profit, target price, ceiling price, and
delivery schedule in accordance with the procedures provided for in
the clause of this contract entitled "CHANGES--FIXED PRICE."
(End of Clause)
H-49 IDENTIFICATION MARKING OF PARTS (NAVSEA) (OCT 1990)
(a) Identification marking of individual parts within the systems, equipments,
assemblies, subassemblies, components, groups, sets or kits, and of spare and
repair parts shall be done in accordance with applicable specifications and
drawings. To the extent identification marking of such parts is not specified
in applicable specifications or drawings, such marking shall be accomplished
in accordance with the following:
(1) Parts not manufactured to Government specifications shall be marked in
accordance with generally accepted commercial practice.
(2) Parts manufactured to Government specifications shall be marked as
follows:
(i) Electrical parts -- that is, all parts in electrical equipments
and electrical parts when used in equipments which are not electrical in
nature (e.g., electric controls and motors in a hydraulic system) -- shall be
identified and marked in accordance with MIL-STD-1285B, or, where MIL-STD-
1285B does not cover such a part, in accordance with MIL-STD-130G.
Requirements of DOD-STD-1686A for Electrostatic Discharge Control shall be
addressed.
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(ii) Electronic Parts - that is, all parts in electronic equipments
and electronic parts when used in equipments which are not electronic in
nature (e.g., electronic fuel controls in some engines) - shall be identified
and marked in accordance with Requirement 67 of MIL-STD-454M, with Notice 1.
Requirements of DOD-STD-1686A for Electrostatic Discharge Control shall be
addressed.
(iii) Parts other than electrical or electronic parts (as described
above) shall be identified and marked in accordance with MIL-STD-130G.
(b) In cases where parts are so small as not to permit identification
marking as provided above, such parts shall be appropriately coded so as to
permit ready identification.
H-50 DISCLAIMER
(a) The Government will not provide the Contractor Lead Yard Services
under Schedule B, List of Government Furnished Technical Services for LSD 41
(Cargo Variant), attached hereto as Attachment J-4. If the Contractor desires
Lead Yard Services, the Contractor shall make its own contractual arrangements
for such services. Any risks associated with or related to use of Lead Yard
Services under this contract including, but not limited to risks associated
with or related to the adequacy of Lead Yard Services for design and
construction of LSD 49 expressly assumed by the Contractor.
(b) The Government will not provide the Contractor design information,
specifications, drawings, technical data, or other information pertaining to LSD
41-48 (hereinafter called "LSD41 through 48 information") under Schedule C, List
of Government Furnished Information for the ship attached hereto as Attachment
J-5. If the Contractor obtains LSD 41-48 information through other means,
whether governmental or non-governmental, the Contractor's use of the LSD 41-48
design information under this contact is solely at the Contractor's risk. The
Government makes no representations, express or implied, that use of LSD 41-48
information depicts, in and of itself, any satisfactory means by which the
Contractor can fulfill its obligations to the Government under this contract.
Any risks associated with or related to use of LSD 41-48 information under this
contract, including, but not limited to, risks associated with or related to the
adequacy of LSD 41-48 information for design and construction of the ship(s) are
expressly assumed by the Contractor.
(c) Selection of equipment to be installed on the ship to be delivered
under this contract is the sole responsibility of the
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Contractor, unless the specifications clearly require Government specified
equipment. The Government makes no representations, express or implied, that
equipment from LSD 41-48 will satisfy the requirements of this contract,
including the Ship Specifications. Nor does the Government represent, either
expressly or implied, that equipment from LSD 41-48 will provide any
satisfactory means by which the Contractor can fulfill its obligations to the
Government under this contract. Any risks associated with or related to the
selection of equipment from LSD 41-48 information, and its installation on the
ship to be delivered under this contract, are expressly assumed by the
Contractor.
H-51 ADDITIONAL PROVISIONS RELATING TO SUBCONTRACTS
(a) The provisions of FAR 52.244-1, "SUBCONTRACTS (FIXED PRICE
CONTRACTS)," are applicable to: (i) any subcontract that the Contractor
intends to award to any other affiliates, subsidiaries, or divisions of the
Contractor or its parent company, and (ii) modifications to subcontracts.
(b) Notwithstanding approval of the Contractor's purchasing system, the
Contractor shall notify the Contracting Officer reasonably in advance of
entering into any fixed-price subcontract in excess of $100,000.
(c) Notwithstanding approval of the Contractor's purchasing system, the
Contractor shall obtain the Contracting Officer's written consent prior to
placing any subcontract coming within any one of the following categories:
(i) Firm fixed-price subcontracts, $500,000 or more;
(ii) Firm fixed-price subcontract modifications, $100,000 or more;
(iii) All cost-reimbursement or time-and-material subcontracts, $100,000 or
more; and
(iv) Subcontracts that are one of a number of subcontracts with a single
subcontractor for the same or related supplies or services, which, in the
aggregate, are expected to exceed $500,000.
(d) Notwithstanding approval of the Contractor's purchasing system, the
Contractor shall obtain the Contracting Officer's written consent prior to
placing any subcontract that:
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(i) Alters the specifications of the subcontract in such manner as to affect
the LSD 41 (CV) configuration baseline set forth in Special Contract
Requirement H-46, "CONFIGURATION CONTROL," or
(ii) Affects the delivery date under the subcontract in such manner as to
affect the delivery dates set forth in Section F: DELIVERIES OR
PERFORMANCE.
The requirements of this paragraph (d) apply regardless of the price of the
subcontract or, if a modification to a subcontract is involved, regardless of
whether the price of the subcontract is increased or decreased on account of the
modification.
(e) Paragraphs (c) and (d) above constitute the special surveillance
provisions of this contract.
H-52 NOT USED
H-53 TECHNICAL SERVICES
(a) The Government will furnish to the Contractor the technical services
specified in Schedule B, List of Technical Services for LSD 41 (Cargo Variant),
attached hereto as Attachment J-4. All other vendor technical services required
by the Contractor, whether related to Government-furnished equipment (GFE) or
Contractor-furnished equipment (CFE), shall be procured by the Contractor.
(b) The time or times when these services will be rendered will be arranged
by the Supervisor. Arrangements for services desired or required by the
Contract in excess of those specified in Section B, or for functions other than
those indicated in the Schedule shall be made by the Contractor. The Contractor
shall be responsible for the proper installation, checkout, and testing of all
equipments and systems, including medical and making necessary adjustment or
alignments in the performance or any other operation involving such equipments
and systems as required by the specifications. Substitution, elimination, or
addition of services in the schedule may be made in accordance with the clause
of this contract entitled "Changes-Fixed Price".
H-54 PROTECTION OF THE SHIP DURING ADVERSE ENVIRONMENTAL CONDITIONS
The Contractor shall ensure that the ship and all related materials at the
Contractor's facilities are protected during
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conditions of heavy weather, high winds, heavy snow and icing, high water or
similar adverse environmental conditions. The Contractor shall prepare and
implement an "Adverse Environmental Condition Plan" which prescribes the actions
and procedures and assigns responsibilities of actions to be taken in
preparation for and during the period of adverse environmental conditions. The
Contractor shall furnish to the Supervisor a copy of the plan, and shall make
such changes in the plan as the Supervisor considers necessary to provide for
adequate protection of the ship and the materials and equipment to be installed
therein.
H-55 GOVERNMENT SUPPORT SERVICE CONTRACTOR PARTICIPATION
Deliverables under this contract will be reviewed by Navy support
contractors (and their subcontractors) acting in an advisory role of service
contractor to the Naval Sea Systems Command (Code PMS 377).
It is the responsibility of the Contractor to come to an agreement with any
such support contractors to provide for protection of any proprietary
information delivered under this contract.
H-56 PREVENTION OF THE DISCHARGE OF OIL AND HAZARDOUS SUBSTANCES
(a) Policy. In compliance with Executive Order No. 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, as amended (33 U.S.C. 1001 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 naval vessels
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) Definition. For the purpose of this clause, the terms "oil", "oily
----------
mixture", "hazardous substance", and "discharge" shall have the meanings as
defined in the Acts referred to in paragraph (a) of this clause.
(c) Trials. Prior to commencement of any dock or sea trials hereunder, the
------
Contractor shall assure the Supervisor by means of demonstration, completed test
memoranda, or other means reasonably acceptable to the Supervisor that (i) the
equipment installed in the vessel, as required by the Specifications, which are
necessary for the prevention of accidental discharges of oil, oily mixtures or
hazardous
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substances from said vessel(s), are fully operable, and (ii) the Contractor's
personnel designated to operate said vessel(s) during such trials have been
sufficiently trained in the operation of those equipments to eliminate all
foreseeable risks of discharge of oil, oily mixtures or hazardous substances.
(d) Reports. The Contractor shall, as soon as he has knowledge of any
-------
discharge of oil, oily mixture or hazardous substance from said vessel(s),
immediately notify the Supervisor thereof and shall immediately take all
reasonable steps to prevent further discharge. Within twenty-four (24) hours
thereafter, the Contractor shall file with the Supervisor the "Oil or Hazardous
Substance Discharge Report" as set forth in the DD Form 1423, Exhibit A.
(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.
H-57 PRINTING OF TECHNICAL MANUALS, PUBLICATIONS, CHANGES, REVISIONS AND
AMENDMENTS -ALTERNATE I (NAVSEA) (SEP 1990)
(a) The printing, duplication, and binding of all technical manuals, books,
and other publications, and changes, amendments, and revisions thereto,
including all copies and portions of such documents which are required to be
prepared and furnished under this contract for review, approval or otherwise,
shall be accomplished in accordance with the issue of "Government Printing and
Binding Regulations", published by the Joint Committee on Printing, Congress of
the United States, as in effect on the date of this contract.
(b) Publications and other printed or duplicated material which (1) are
prepared and carried by equipment manufacturers for regular commercial sale or
use, and (2) require no significant modification for military use or to meet the
requirements of this contract, or (3) are normally supplied for commercial
equipment, shall be provided by the Contractor. Except for material falling
within (1) through (3) of this paragraph, the printing of technical manuals,
publications, changes, revisions, or amendments by the Contractor or
subcontractor is prohibited.
(c) The Contractor shall have the printing and binding of final approved
technical manuals, publications, changes, revisions and amendments thereto, as
required under this contract (whether prepared
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by the Contractor or a subcontractor), printed at Government expense by or
through the Navy Publications and Printing Service Office (NPPSO) in the Naval
District in which the Contractor is located, in accordance with the following
general procedures:
(1) Prior to preparation of materials for printing (photolithographic
negatives or camera-ready copies) by the Contractor or a subcontractor, the
Contractor shall make arrangements with the NPPSO and with the designated
Contract Administration Office for printing and binding which shall include:
(i) Citation of contract number;
(ii) Security classification of materials to be printed;
(iii) Establishment of a schedule for printing, including estimated
delivery date to NPPSO;
(iv) Provisions for furnishing photolithographic negatives or camera-
ready copies and art work in the proper sequence for printing;
(v) A check-off list to verify the printing sequence of text pages
and foldouts in the form prescribed by NPPSO;
(vi) Complete printing instructions, which shall specify colors, if
required for specific pages, the trim size, including apron, if required, for
each foldout/in or chart, or other unique requirements;
(vii) Type of binding (sidewire stitch, loose leaf, screw posts,
etc.); and
(viii) Other instructions, as applicable, such as packing
instructions, quantity for each addressee, required delivery schedule, or
delivery instructions. (The Contractor shall provide an address list and
addressed mailing labels for each addressee).
(2) The Contractor shall ship, all transportation charges paid, to NPPSO
or a contract printer designated by NPPSO, the complete set of photolithographic
negatives or camera-ready copies required to be printed in accordance with the
detailed procedures specified by NPPSO. The NPPSO shall sign the acceptance
block of the DD Form 250 for reproducible quality only.
(3) For steam and electrical plant composite diagrams, the
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Contractor shall provide an original Mylar print of the diagram to the NPPSO
with a guide indicating the color of each line. NPPSO will prepare the color
separation negatives for the composite diagram and return those to the
contractor for editorial review. NPPSO will correct any errors and print the
corrected composite diagram.
(4) NPPSO will furnish or provide for all supplies and services (including
binders) which are necessary to accomplish the printing and binding.
(5) NPPSO will pack and ship or provide for packing and shipping of the
printed material to the Contractor and the distribution list furnished by the
Contractor in accordance with the printing order, unless distribution by the
Contractor is otherwise required by the terms of the contract, the
specifications, or otherwise, in which case the printed and bound publications
will be returned to the Contractor for distribution.
(6) NPPSO will pack and ship the material used for printing to the NPPSO,
4th Naval District, for storage.
(d)(1) In establishing the schedule for printing, the Contractor shall provide
for furnishing the photolithographic negatives or camera-ready copies to NPPSO
in time to allow at least the following minimum number of working days (eight-
hour day, five days per week exclusive of Saturdays, Sundays, and holidays) from
date of acceptance of material for printing at NPPSO to date of shipment of
printed material from NPPSO.
Minimum number of working
Printing days required by NPPSO
- -------- ----------------------
<TABLE>
<CAPTION>
<S> <C>
Up to 200 pages 30
201 pages to 400 pages inclusive 40
401 pages to 600 pages inclusive 50
601 pages and over 60
</TABLE>
(2) If NPPSO exceeds the delivery requirements established in accordance
with paragraph (c)(1)(iii), for the item (s) specified, the time shall be
extended by an equivalent number of working days, provided that the Contractor
requests such extensions, in writing, to the Contracting Officer and submits
with its request sufficient evidence to enable the Contracting Officer to
determine the validity of the Contractor's request. If performance of all or
part of the work under this contract is delayed or interrupted by said late
shipment by NPPSO, an adjustment shall be made pursuant to the "GOVERNMENT DELAY
OF
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WORK" (FAR 52.212-15) clause of the contract.
(e) The Contractor's shall not be responsible for the quality, or quality
control, of printing performed by NPPSO or a printer under contract to NPPSO,
and the Government shall reimburse the Contractor for any costs incurred on
account of replacement of material lost or damaged by NPPSO or a printer under
contract to NPPSO. If such loss or damage of material causes a delay or
interruption of performance of all or any part of the work under this
contract, an adjustment shall be made pursuant to the "GOVERNMENT DELAY OF
WORK" clause of the contract .
(f) The costs of printing, binding, packing and distribution by NPPSO of the
publications and changes described herein (but not the costs of preparing
photolithographic negatives, camera-ready copies and other materials for
printing and the costs of transporting or shipping such materials to NPPSO or
a contract printer designated by NPPSO) shall be borne by the Government.
(g) Procurement of photographic negatives and/or camera-ready copies the
Contractor is authorized only when the terms of the Joint Committee on
Printing (JCP) Authorization No. 23383 of 25 October 1968 are met.
H-58 PROCUREMENT FLOW-DOWN REQUIREMENTS
The Contractor in developing his purchasing terms and conditions will flow-
down those special contract requirements and clauses of this contract that are
required by this contract, law, FAR, and/or DOD FAR Supplement, and additional
clauses which the parties may mutually agree to subsequent to the award of this
Contractor with a no-cost impact.
H-59 NOT USED
H-60 PRODUCT-ORIENTED SURVEY
(1) In accordance with the provisions of DOD FAR Supplement 46
(specifically paragraph 46.103), the Government reserves the right to conduct a
product-oriented survey(s) of the Contractor to determine compliance with the
requirements of the contract.
(2) The Contractor shall insert a clause substantially similar to
paragraph (1) of this clause in all subcontracts hereunder. The Contractor
shall notify the Contracting Officer of any refusal by a potential
subcontractor to accept this clause. Such notification to the Contracting
Officer shall be made within five (5) days after the
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Contractor is first aware of such refusal by such potential subcontractor and in
any event, not less than ten (10) days before entering into any such
subcontract.
H-61 MATERIAL REVIEW BOARD
The Contractor shall establish a Material Review Board (MRB). The MRB
shall be composed of Contractor members and a Government member as established
in the Contractor's Configuration Management Plan. The MRB shall have the
authority established by instructions provided for in the Quality Assurance
Program Plan (QPP). Recommended dispositions of "use as is" and "repair"
(other than by standard repair procedures) of Material, Items, Systems, and
Units shall be submitted to the Government MRB member for approval. Material,
Items, Systems, and Units to which the Standard Repair Procedures have been
satisfactorily applied are subject to Government inspection as specified in
the Standard Repair Procedures. The Standard Repair Procedures require
approval by the Government MRB member.
H-62 BACKGROUND PATENT RIGHTS
(a) In addition to those rights granted to the Government in inventions
conceived or first actually reduced to practice under this contract, the
Contractor hereby irrevocably grants to the Government without royalty or fee,
under any patents or patent applications which the Contractor now has, or
hereafter acquires, the right to grant licenses under this contract without
becoming liable to pay compensation to others because of such grant, the
nonexclusive right to reproduce or to have reproduced articles or materials
included in ships built under the LSD 41 (CV) Program and to practice or caused
to be practiced processes in the construction of such ships, and to use in their
entirety and dispose of in accordance with law, articles or materials so
reproduced. The acceptance or exercise by the Government of the aforesaid right
shall not prevent the Government at any time from contesting the enforceability,
validity or scope of, or title to, any patent under which a right is granted by
this paragraph. Any rights granted to the Government by this paragraph shall
not convey any right to the Government to reproduce or have reproduced any
article or material, or to practice or cause to be practiced any process, for
the purpose of providing services or supplies to the general public in
competition with the contractor's commercial licenses in the licensed field.
(b) The Contractor shall use his best efforts to include the provisions of
this clause in all subcontracts under this contract. The
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Contractor shall notify the Contracting Officer of any refusal by a potential
subcontractor to accept this clause. Such notification to the Contracting
Officer shall be made within five (5) days after the Contractor is first aware
of such refusal by such potential subcontractor and in any event, not less than
ten (10) days before entering into any such subcontract.
H-63 DRAFT PLANS SUBMITTED WITH THE TECHNICAL PROPOSAL
The Contractor is required to submit certain plans to the Government under the
terms and conditions of this contract. Drafts of some of these plans were
submitted by the Offeror/Contractor as part of its technical proposal under
Solicitation N00024-88-R-2048. A determination of technical acceptability under
Solicitation N00024-88-R-2048 does not constitute review, comment, or approval
for purposes of this contract. The Contractor shall comply with all
requirements of this contract regarding the development, preparation,
submission, implementation, and maintenance of plans. The Government reserves
all rights to review, comment upon, and approve or disapprove plans required to
be submitted under the terms and conditions of this contract.
H-64 PROPRIETARY DATA
To the extent that work under this contract requires access to proprietary
data of other companies, or data furnished by other companies for Government use
only, the Contractor shall agree with those companies to protect such data from
unauthorized use or disclosure and furnish the Government a copy of those
agreements under this contract. The agreement should specify the data will not
be used, duplicated or disclosed for any purpose other than in the performance
of this contract, a provision to safeguard such data, the period for which the
restriction shall last, and other appropriate provisions. Unless otherwise
provided in such an agreement, the Contractor for as long as such data remains
restricted or proprietary in fact,
(i) Shall safeguard such data to the extent as the Contractor safeguards
his own proprietary data,
(ii) Shall discuss such data only with the personnel of the Contractor and
Government personnel,
(iii) Shall reproduce the restrictive stamp, marking or legend on each
reproduction of the data in whole or in part, and
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(iv) Shall utilize such data only in connection with the performance of
this contract and shall not utilize such data in supplying any
product unless the Contractor can establish that similar or identical
data was or became public knowledge or was available from another
source.
H-65 QUALIFICATION OF CONTRACTOR NONDESTRUCTIVE TESTING (NDT) PERSONNEL
(NAVSEA) (SEP 1990)
(a) The Contractor and any NDT subcontractor (as hereinafter defined) shall
utilize for the performance of required Nondestructive Testing (NDT) (which
includes radiography, magnetic particle, liquid penetrant, eddy current, and
ultrasonic inspections) only personnel who have been previously qualified and
certified in accordance with MIL-STD-271F (including the 1980 edition of SNT-TC-
1A). The term "NDT Subcontractor" is defined to be a first tier subcontractor
performing NDT in conjunction with the production of materials, components, or
equipments for the vessel(s).
H-66 TECHNICAL DATA
(A) Withholding of payment. Notwithstanding the provisions of the clause
----------------------
of this contract entitled "Technical Data -- Withholding of Payment" DOD FAR
SUPP 52.227-7030), the maximum amount which may be withheld by the Contracting
Officer pursuant to DOD FAR SUPP 52.227-7030 is one half of one percent of the
total contract price.
(b) Furnishing of Additional Copies of Technical data. The total price of
-------------------------------------------------
the contract includes an amount of $50,000 per ship for the purpose of
furnishing to the Navy or to whomsoever shall be designated by the Government
data items in accordance with the clause H-30 PLANS AND OTHER DATA in excess of
the number of specified in the Contract Data Requirements List (CDRL), of the
contract including any and all items on the Data Accession List or included
within the Contractor's Management Information System or Data Bank. The
Contractor shall furnish copies of such data items upon written request by the
Supervisor or the Navy Program manager. The Contractor shall maintain records
of the cost of reproduction for furnishing such data and upon ninety percent
(90%) depletion of the data account funds, the Contractor shall notify the
Contracting Officer in writing and the amount available for such data items may
be adjusted in accordance with the procedures of the clause of this contract
entitled "CHANGES -- FIXED PRICE". For the purposes of this clause, the phrase
"cost of reproduction" includes all costs associated with locating, retrieving,
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reproducing, and distributing the data.
H-67 USE OF GOVERNMENT FACILITIES, SPECIAL TOOLING, AND SPECIAL PURPOSE TEST
EQUIPMENT ON A NO-CHARGE BASIS
1. The fixed prices as set forth herein is based upon the Contractor and its
subcontractors receiving authorization to use, in the performance of this
contract, the Government owned facilities, special tooling and special purpose
test equipment listed below, provided that such utilization does not interfere
with the performance of the work called for under the accountable contract.
2.
Item/Number/ Accountable Acquisition Use
Description QTY Contract Age Cost Period rent
- ----------- --- -------- --- ----------- -----------
* Items listed on Attachment J-10
3. Notwithstanding anything to the contrary in special Contract Requirement
H-16 "GOVERNMENT PROPERTY", the Government owned facilities, special tooling
and special purpose test equipment listed above will be provided "as is"
without any Government warranty that the facilities, special tooling and
special test equipment are suitable for the Contractor's intended use.
Additionally, the Government makes no warranty that the facilities, special
tooling or special test equipment listed above will be made available to the
Contractor at any specified time or in sufficient time to enable the
Contractor to meet this contract's delivery or performance dates.
4. Except as otherwise provided in this clause or in the clause of this
contract entitled "GOVERNMENT FURNISHED PROPERTY" "AS IS", the facilities,
special tooling and special test equipment listed above shall be governed by the
Government Property clause of this contract.
5. The cost of transportation, as well as all costs involved in making the
property identified in this clause suitable for contractor use, such as any
conversion or repair costs, shall be borne by the Contractor.
6. No rent-free use of Government production and research property other than
as described above will be authorized unless such use is approved in writing by
the Contracting Officer cognizant of the property, and either --
a. rent calculated in accordance with FAR 45.403 is
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charged; or
b. the contract price is reduced by an equivalent amount.
H-68 PLANT PROTECTION
(a) The Contractor shall provide for its plant and the work in process under
this contract such safeguards, including personnel, devices, and equipment, as
would constitute reasonable protection under peacetime conditions (in the light
of the size of the plant and the scope of its operations) against all hazards,
including unauthorized entry, malicious mischief, theft, vandalism and fire.
(b) In addition to the foregoing precautions, the Contractor shall provide such
additional safeguards as may be required or approved by the Contracting Officer
for the protection of its plant and the work in process under this contract
against espionage, sabotage, and enemy action. The cost to the Contractor of
all safeguards so required or approved shall, to the extent allocable to this
contract, be reimbursed to the Contractor in the same manner as if the
Contractor has furnished such safeguards pursuant to a change order issued under
the clause of this contract entitled "CHANGES--FIXED PRICE". Such cost shall
not include any allowance on account of overhead expense, except shop overhead
charges incident to the construction or installation of such devices or
equipment.
(c) Upon payment by the Government of the cost to the Contractor of any device
or equipment required or approved under paragraph (b) above, title thereto shall
vest in the Government, and the Contractor shall comply with the instructions of
the Contracting Officer respecting the identification and disposition thereof.
No part or item of any such devices or equipment shall be or become a fixture by
reason of affixation to any realty not owned by the Government.
H-69 NOT USED
H-70 REQUIREMENTS FOR HAND-HELD POWER GRINDERS (NAVSEA 1979-1)
All hand-held power grinders used by the Contractor and its subcontractors
in the performance of this contract shall have automatic lock-off devices or
power switch guards which comply with the Class 2 requirements of FED SPECC 00-
G-669F of 12 December 1977.
H-71 ECONOMIC PURCHASE QUANTITY - SUPPLIES
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(a) Upon receipt of information that acquisitions of repair parts in
different quantities would be more advantageous to the Government, the
contractor will recommend an economic purchase quantity. If different
quantities are recommended, a total and a unit price must be quoted for
applicable items. An economic purchase quantity is that quality at which a
significant price break occurs and beyond which no substantial decrease would
result. If there are significant price breaks at different quantity points,
this information is desired as well.
(b) The Government reserves the right to amend the listing of repair parts
with respect to any individual item in the event quotations received and the
Government's requirements indicate that different quantities should be acquired.
H-72 ACCOUNTING BY ACRN
It is the Government's requirement that invoices submitted by the Contractor
reflect the specific accounting classifications cited in this contract. The
Contractor shall submit vouchers for payment to the paying office by ACRN level
as identified on the Financial Accounting Data Sheet (NAVMAT Form 7300/10)
(7-75) attached to this contract. To the extent reasonably feasible, costs
associated with the performance of this contract shall be segregated,
accumulated and invoiced to the appropriate ACRN categories listed on the
Financial Accounting Data Sheet. In the instances in which this is not feasible
with respect to invoices submitted for progress payments, an allocation ratio
shall be established by the ACO and the Contractor so that invoices submitted
for progress payments will allocate costs to the ACRN level on a proportionate
basis. Vouchers submitted to the paying office that do not identify billing
amounts by the ACRN level or in accordance with the allocation ratio established
by the ACO and the Contractor will be returned to the Contractor for proper
identification. Copies of all vouchers are to be sent to NAVSEA (PMS3773) as
submitted.
H-73 NOT USED
H-74 SHIPBUILDING SPECIFICATION MAINTENANCE
(1) The Contractor shall reprint and provide the LSD 41 (CV) Shipbuilding
specifications (including addenda) reflecting the LSD 41 (CV) configuration
baseline at contract award.
(2) All text shall be retained on memory tapes or discs to
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facilitate the additions, deletions, and corrections required by future changes.
The memory tapes or discs shall be stored to be used in retrieving text pages
for changes.
(3) The Contractor shall use the Navy diskettes and shall do all
translation as required to make them compatible with the Contractor's word
processing system. Navy diskettes are available as IBM 5520 formatted 8" floppy
diskettes double sided disk density or 5 1/4" 360K PC diskettes formatted in
Displaywrite 3 or 4. Sections are set up as documents and each document contains
operator control language (OCL) which is designed to run on IBM 6670 information
distributor (laser printer). The Contractor shall accomplish a word-by-word,
line-by-line, page-by-page comparison if the resulting paper specification with
the paper specification provided with the solicitation to ensure a correct
translation has been achieved. All differences shall be corrected by the
Contractor to reflect the paper specification provided with the solicitation.
The resulting paper specification shall be word-by-word, line-by-line, and page-
by-page identical to the paper specification provided with the solicitation.
The Contractor shall then incorporate insert page modifications received prior
to contract award to produce a clean specification.
(4) Cost of future changes shall be the subject of separate future
contract modifications which shall include the costs for editing and printing
those changes.
(5) Edited pages shall be retyped in a format similar to the original
document and lines shall be numbered in the margin in increments of five. Pages
shall be printed on both sides and punched for use in a 3-ring binder. Each
page shall have printed in the lower right corner a notification of revision and
date (i.e., Rev. 2, 9-10-81). At the bottom of each page shall be a list of all
contract modification numbers incorporating changes to the specifications on the
page (i.e., 00-: lines - to -). Each addition or revision to a line in the text
shall be shown in italics, underscored, or margin barred. Each deletion shall
be marked by a diamond symbol () in the margin. When it is necessary to add
additional pages due to the volume of changes requiring additional text, the
sheets shall be added with numerical/alphabetical numbering keyed to the
original page. (i.e., page 245, 245A, 245B, etc.) A record page shall be
provided indicating the cumulative changes and the date of incorporation.
(b) Contract Drawing Maintenance
(1) The Contractor shall maintain the original set of contract drawings in
a manner similar to ship construction drawings. Any revisions to the contract
drawings required as a result of changes to
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the configuration baseline will be accomplished in accordance with an approved
Notice of Revisions.
(2) Distribution of approved changes and/or revised contract drawings
shall be in accordance with DD Form 1423.
H-75 ILS INCENTIVE FEE
1. Under the provisions of this clause, the Contractor may earn an incentive
fee based on his performance under the terms of the contract. It is the intent
of the Government under this clause to encourage and reward superior performance
by the Contractor in ILS and related areas.
2. The fee shall be awarded on Contractor performance at specific ILS
Milestones specified below. Contractor performance will be observed
continuously and reviewed at the Shipbuilding Production Progress Conference
following an ILS Milestone.
3. The Contractor's performance evaluation for each milestone will be conducted
by an Evaluation Board. The Evaluation Board will consist of not less than
three of the following personnel:
- LSD(CV) Acquisition Manager (PMS377G)
- Amphibious Warfare Business Manager (PMS377E)
- Supervisor of Shipbuilding
- Procuring Contracting Officer (PCO)
- Amphibious Warfare Program Systems Acquisition Director (PMS3771)
- Amphibious Warfare Program Operations Director (PMS3773)
Changes to the membership of the Evaluation Board may be made at the discretion
of the Fee Determining Official at any time.
a. Fee Determining Official
------------------------
The Fee Determining Official, who will be the Amphibious Warfare Program
Manager (PMS 377) shall make determinations of the incentive fee due to the
Contractor upon the basis of the performance evaluation conducted by the
Evaluation Board.
b. Incentive Fee Determination and Reclama Procedures
--------------------------------------------------
(1) In conjunction with the Shipbuilding Production Progress Conferences
required under the contract, the Contractor shall furnish to the Board such
information as may be reasonably required to assist the Board in evaluating the
Contractor's performance during that evaluation period.
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(2) (i) Within ten (10) calendar days following the Contractor's
presentation, the Evaluation Board shall prepare the performance
evaluation and present it to the Fee Determining Official.
(ii) Within five (5) calendar days of receipt of the performance
evaluation, the Fee Determining Official shall provide the Contractor
written notification of his performance evaluation, with a copy to the
PCO.
(3) (i) Within five (5) calendar days of receipt of the performance
evaluation, the Contractor shall provide written response to the Fee
Determining Official, with a copy to the PCO, indicating concurrence
or nonconcurrence with the performance evaluation. If the Contractor
does not concur, he may submit to the Fee Determining Official any
exception with respect thereto. In support of his reclama, the
Contractor may furnish a written description of his performance
during the period under consideration. This description shall
clearly identify specific evaluation categories, factors, and
elements, and the Contractor's own rating there of.
(ii) In the event that the Contractor concurs in the performance
evaluation, the Fee Determining Official's determination shall be
final.
(iii) In the event that the Contractor does not concur in the
performance evaluation, the Fee Determining Official shall provide to
the PCO a final performance evaluation and determination of incentive
fee, within ten (10) calendar days of receipt of the Contractor's
reclama.
(4) Within thirty (30) calendar days of receipt of (i) the Fee
Determining Official's determination of incentive fee, or (ii) the Contractor's
concurrence therewith, which ever is later, the Contracting Officer shall issue
a unilateral modification to the contract to provide for the earned incentive
fee.
(5) Determinations of the Fee Determining Official with respect to the
amount of incentive fee to be paid to the Contractor are final and conclusive
and shall not constitute a dispute within the meaning of the clause of this
contract entitled "DISPUTES".
c. Milestones
----------
The Government will evaluate the Contractor's achievements at the
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Milestone events listed below with the cited dates holding for milestone timing:
<TABLE>
<CAPTION>
Milestone Event Date
--------------- ----
<S> <C>
1. First Incremental COSAL (LSD 49 only) 10/91
2. LRR Complete - LSD 49 *
3. LRR Complete - LSD 50 *
4. LRR Complete - LSD 51 *
</TABLE>
* 1 month before acceptance trials.
d. Evaluation Categories
---------------------
The following categories represent the general areas of Contractor performance
which may be considered by the Evaluation Board in the evaluation of the
Contractor's performance. Contractor performance shall be based upon the
categories described in this clause. Each category will be weighted as to its
importance during the specific evaluation period. Initial weights are provided
below. Any changes will be provided in writing at least ten (10) days prior to
the commencement of the effected evaluation.
<TABLE>
<CAPTION>
CATEGORY DESCRIPTION
---------------------
1st 2, 3, 4
Category Incremental LRR Complete
-------- ----------- ------------
<S> <C> <C>
1. Integrated Logistics Support 15% 100%
2. Standardization 85% --
</TABLE>
Category (1) Integrated Logistics Support
- ------------------------------------------
The Contractor's performance in providing necessary documentation in
support of ILS contract requirements will be evaluated. Specific areas of
performance will include maintenance analyses, documentation and planning,
training, supply support, technical manuals, support and test-equipment, and
the Logistic Readiness Review.
Category (2) Standardization
- -----------------------------
The Contractor's performance in providing the maximum degree of commonality
with the equipment installed on the LSD 44 will be evaluated. In the case where
LSD 44 equipment cannot be procured or
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does not meet the specifications of this contract, the Contractor's performance
in providing the maximum degree of commonality with the Navy Standard Component
List will be evaluated. Non-standard equipment is desired only when improvement
can be demonstrated in operating and support costs while maintaining or
improving RMA.
e. Evaluation Periods
------------------
Performance evaluations will be conducted at the Shipbuilding Production
Progress Conference following an ILS Milestone.
f. Incentive Fee Pool
------------------
(1) The Total Incentive Fee Pool will be $1.3 million and shall be
distributed among the milestones as shown below:
<TABLE>
<CAPTION>
MILESTONES IF POOL
---------- -------
<S> <C>
1 $200K
2 $500K
3 and 4 $300K each
</TABLE>
(2) The incentive fee to be paid for any particular milestone shall be as
follows:
IF = (Fn - 55) X Pool
---------
45
Where:
IF = Incentive Fee paid to the Contractor
Fn = Numerical Rating Factor assigned by the Fee Determining Official
(3) Fee not awarded at a milestone will not be retained in the incentive
fee pool.
g. Performance Ratings
-------------------
(1) In evaluating Contractor performance, the following adjective and
numerical ratings will be used:
<TABLE>
<CAPTION>
Adjective Rating Numerical Rating Description
- ---------------- ---------------- -----------
<S> <C> <C>
Outstanding 86-100 The Contractor's
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
performance clearly exceeds
the minimum by a substantial
margin. Certain areas can be
cited for improvement most of
which are minor.
Excellent 71-85 The Contractor's performance
generally exceeds the minimum.
There are areas which can be
improved; however, these are
offset by outstanding
performance in other areas.
Good 56-70 The Contractor's performance is
above the required level of
performance. Areas of
significant improvement are
offset by higher performance in
other areas.
Acceptable 46-55 The Contractor's performance
meets the required levels of
performance as stated in the
contract requirements. There
are areas requiring improved
performance; however, these
are offset by good or better
performance in other areas.
</TABLE>
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<TABLE>
<S> <C> <C>
Marginal 31-45 The Contractor's performance
is less than the required
level of performance by a
substantial margin. Many areas
require improvement which are
not offset by better
performance in other areas.
Less satisfactory performance
would be unacceptable.
Unacceptable 0-30 The Contractor's performance is
below minimum acceptable
performance standards and
performance requires major
improvement in most categories.
</TABLE>
(2) The Contractor is not entitled to any incentive fee for a rating of 55
(acceptable) or below.
H-76 NOT USED
H-77 WEIGHTED GUIDELINES
The Government will use the weighted guidelines method described in FAR
15.900 and DOD FAR Supplement 15.9 as the basis for establishing profit on
individual changes to the contract. The Contractor is encouraged to also use
this method in developing his profit position prior to negotiations. The
parties to this contract may agree,, however, to use the base contract profit
rate to determine profit on any changes under $500,000 in value if the mix of
effort for that change is substantially the same as that in the basic contract.
H-78 WEIGHT CONTROL
(a) In accordance with the procedures set forth in Section 096 of the
Specifications, the Contractor shall enter into agreement with the Government as
to the Accepted Weight Estimate (AWE) for the ship(s) under this contract, and
such agreement shall be set forth in a supplemental agreement. The AWE values
including design and building margin shall not exceed the following:
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<PAGE>
Full Load Displacement 16,708 long tons
------
Vertical center of gravity
above bottom of keel (KG) 31.83 feet
-----------
In the event an agreement on the AWE cannot be reached within three months after
award of this Contract, or such further period as may be granted in writing by
the Contracting Officer, then the Contracting Officer may, subject to the
"DISPUTES" clause of this contract, unilaterally determine the Accepted Weight
Estimate within the values shown above.
(b) The net weight and moment effect of any change incorporated into this
contract shall be agreed upon and set forth in a supplemental agreement. When
the purpose of a change is the acceptance of a Value Engineering Change Proposal
that has a favorable effect on weight or moment values, the weight and moment
effect to be set forth in the Supplemental Agreement shall be one-half (1/2) of
the amount of the related savings set forth in the accepted proposal.
(c) Prior to the performance of the inclining experiment, the weight and
moments of the Government Furnished Material (GFM) excluding the items that were
added, deleted, or modified by prior changes, shall be agreed upon and
incorporated into the contract by Supplemental Agreement.
(d) The Contractor shall be responsible for the full load displacement and KG
of the delivered ship minus the values agreed upon for Contract Modifications
and growth in Government Furnished Material. Also the Contractor shall be
responsible for the delivery of the ship(s) with a trim and list within the
tolerance specified in Section 070J of the Specifications. The Contractor,
however, will not be responsible for the net total adverse effect on trim or
list caused by Contract Modifications and growth in Government Furnished
Material.
(e) If the Contractor proposes changes in the Specifications or Contract
Drawings solely for the purpose of meeting the values of displacement, KG, trim,
or list required by this contract, and if the Contracting Officer approves, the
parties shall enter into a Supplemental Agreement implementing such changes
except there will be no increase to the price or period of performance of this
contract. Any supplemental agreements issued pursuant to this paragraph shall
be reported as required for other contract modifications, however, the net
weight and moment effect shall not be considered when calculating the Contractor
responsible values for paragraph (d) above.
(f) Liquidated Damages Relating to Weight Control. The parties agree that the
potential a remedy of a termination for default of the
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Contractor to conduct its activities pursuant to this contract in a manner so as
to achieve the Accepted Weight Estimate values does not afford a complete or
adequate remedy to the a Government. The parties also recognize and agree that
it is virtually impossible and completely impracticable to establish the actual
damages which would be suffered by the Government for the failure of the
Contractor to deliver LSD 41 (CV) within the Accepted Weight Estimate values.
Therefore, in recognition of the above, the parties hereto have specifically
agreed to and established the following schedule of liquidated damages as a
reasonable forecast of the potential damages which would arise in the event that
the Contractor responsible Full Load displacement and KG as determined by
paragraph (d) exceed the values of paragraph (a):
(1) Weight. For each 10 ton increment in excess of the displacement
set forth in paragraph (a) of this clause, the Contractor shall pay to
the Government one hundred thousand dollars ($100,000) up to a maximum
of five million dollars ($5,000,000) per ship.
(2) KG. For each one tenth foot (1/10) foot increment in excess of the
vertical center value set forth in paragraph (a) of this clause, the
Contractor shall pay to the Government four hundred thousand dollars
($400,000) up to a maximum of two million dollars ($2,000,000) per ship.
Inclusion of this liquidated damages provision does not waive any rights that
the Government may have under any other clause of this contract, including, but
not limited to, Special Contract Requirement H-8, "DEFAULT" Special Contract
Requirement H-9, "DELIVERY OF COMPLETED VESSEL," Special Contract Requirement
H-13 "FINAL ACCEPTANCE", Special Contract Requirement H-19, "INSPECTION" or
Special Contract Requirement H-31 "PRELIMINARY ACCEPTANCE".
H-79 SUPERVISOR'S FACILITIES
The Contractor shall provide facilities for the Supervisor, his assistants, and
other Government employees equal to those provided by the Contractor for his use
for generally similar purposes, and shall include parking spaces, offices,
drafting rooms, rooms and equipment for the reproduction of items such as
drawings, booklets, test memoranda, and allowance lists for the use of the
Supervisor, his assistants and other Government employees. These spaces shall
be of adequate size for such purposes and shall be furnished, ventilated,
lighted, and heated. The Contractor shall furnish electrical fans where they
are required, service for keeping the rooms in order and clean, and toilet
facilities, including soap and towels. Air
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conditioning and interior communications shall be provided in the offices that
are utilized by the Supervisor, his assistants, and other Government employees,
if offices for generally similar use in the Contractor's plant are so equipped.
Furniture including locks, file cabinets, safes, desks, drafting tables, chairs,
stools, and clothes lockers or hooks for clothing, shall be furnished by the
Contractor.
H-80 ADDITIONAL SUPPORT FACILITIES
In addition to the facilities provided pursuant to Special Contract
Requirement H-20 INSPECTION FACILITIES and paragraph (d) of Special Contract
Requirement H-19 INSPECTION, the Contractor shall provide facilities support to
the Supervisor of Shipbuilding for computer operation to include dedicated
telephone lines, power, space and any other support that may be necessary, Toll
charges for SUPSHIP's calls will be paid by the Government.
H-81 NOT USED
H-82 DOMESTIC ACQUISITION OF SHIP PROPULSION SHAFTING
Notwithstanding the provisions of DOD FAR Supp 52.208-7005, "REQUIRED
SOURCES FOR FORGING AND WELDED SHIPBOARD ANCHOR CHAIN ITEMS", and DOD FAR Supp
8.7802-1, all acquisition(s) of ship propulsion shafting regardless of length,
--------------------
(excluding service craft and landing craft shafts), must be restricted to U.S.
and Canadian sources.
H-83 NOT USED
H-84 SELECTED SUBCONTRACTORS
The following subcontractors, as mutually agreed to between the Government
and the Contractor shall meet the Cost/Schedule Control Systems (C/SCS) criteria
as set forth in NAVMAT P-5240 and shall develop periodic status reports.
SUBCONTRACTOR/ADDRESS SUBCONTRACT ITEM(S) VALUE ($M)
- --------------------- ------------------- ----------
Note: Data will be entered in H-84 upon acceptance by the Government of the
Contractor's Comprehensive Plan for compliance with C/SCS criteria.
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H-85 CONTRACT MILESTONES
(a) The Contractor and the Government have agreed that in order to achieve
timely delivery of LSD 41 (CV) Class ships meeting the requirements of the
specifications set forth in Section C of this contract, certain specific
contract milestones will have to be successfully accomplished on schedule as set
forth below.
<TABLE>
<CAPTION>
Milestone Event Required Accomplishment
--------------- -----------------------
<S> <C>
Commence Builders Trials Four months prior to contract delivery date.
Commence Acceptance Trials Two months prior to contract delivery date
</TABLE>
(b) If a milestone event is not accomplished by the date listed above and
failure to accomplish the milestone event arises out of causes considered to
constitute "excusable delay" pursuant to the clause of this contract entitled
"DEFAULT", the milestone event or events will be adjusted.
(c) If any milestone event is not accomplished by the date listed above
and failure to accomplish the milestone event arises out of causes other than
those identified in paragraph (b) above, failure to meet such a milestone
event may be deemed to constitute a failure to perform a requirement of this
contract within the meaning of subparagraph (a)(ii) of the clause of this
contract entitled "DEFAULT."
H-86 GOODS OR SERVICES FROM TOSHIBA OR KONGSBERG VAPENFABRIKK
Notwithstanding anything in the specifications to the contrary, the
Contractor shall not procure any goods or services from Toshiba Corporation or
any of its subsidiaries or from Kongsberg Vapenfabrikk or any of its
subsidiaries; provided, that the Secretary of Defense may, on a case-by-case
--------
basis, waive the preceding prohibition upon a written determination to the
Committees on Appropriations of the House of Representatives and the Senate that
compliance would be detrimental to United States national security interests.
H-87 REQUIRED SOURCES FOR MOORING CHAIN
(a) The provisions of DOD FAR Supp 52.208-7005, "REQUIRED SOURCES FOR
FORGING AND WELDED SHIPBOARD ANCHOR CHAIN ITEMS" shall be equally applicable to
mooring chain (of all types four or less inches in diameter).
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(b) The list of items appearing in DOD FAR Supp 8.7802-1 shall be read to
include mooring chain (of all types four or less inches in diameter).
H-88 EFFECTIVE DATE OF ISSUE OF REFERENCES
Where not otherwise specified, the effective date of issue of references
shall be determined as indicated in Section 042 of the specifications.
H-89 NOT USED
E-90 SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (APPLICABLE TO LSD 51
ONLY)
a. The Government has an interest in maintaining a competitive market for
switchboards to be used on U.S. Naval vessels. The requirements of 10 U.S.C.
2507 result in a major component of certain switchboards (i.e. air circuit
breakers) being available from a single domestic source who is also a competitor
for such switchboards.
b. Notwithstanding approval of the contractor's purchasing systems or the
thresholds established in the "subcontracts" clause the contract shall, in all
cases involving subcontracts which contain air circuit breakers for
switchboards, give advance notification to the Contracting Officer and obtain
written consent of the Contracting Officer prior to placing any such
subcontract. Such advance notification shall include all information required
by the "Subcontracts" clause.
H-91 REQUIREMENTS FOR AIR CIRCUIT BREAKERS USED IN NAVAL VESSELS (APPLICABLE TO
LSD 51 ONLY)
a. For purposes of this clause, "Domestic Manufacture" means the item is
produced or manufactured in the United States; and, substantially all of the
components are produced or manufactured in the United States if the aggregate
cost of the components produced or manufactured in the United States exceeds the
aggregate cost of the components produced or manufactured outside the United
States.
b. In accordance with the requirements of 10 U.S.C. 2507, the contractor agrees
that end items and components thereof delivered under this contract shall
contain air circuit breakers that are of domestic manufacture only.
c. The Contractor agrees to retain until the expiration of three (3)
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years from the date of final payment under this contract and to make available
during such period, upon request of the Contracting Officer, records showing
compliance with this clause.
d. The Contractor agrees to insert this clause, including this paragraph d., in
every subcontract and purchase order issued in performance of this contract,
unless he knows that the item being purchased contains no air circuit breakers.
H-92 EXTRAORDINARY CONTRACTUAL RELIEF
(See contract modification P00030)
H-93 REPAIR PARTS, TOOLING AND EQUIPMENT
Funding for the approved load COSAL (Coordinated Shipboard Allowance List) for
LSD 49, LSD 50 and LSD 51 is specified in sub-clins 0011AA, 0011AB and 0011AC
respectively. Funding specified in these sub-clins is for on-board spares,
repair parts, equipage, special tools, loose hardware and support equipments to
be furnished by the Contractor for each ship. The funding specified is solely
for hardware and does not cover costs associated with the Contractor's labor and
material related to material procurement, handling, support, storage, binning,
placing aboard ship and accounting. These latter costs are included in the
price for each ship under sub-clins 0001 (LSD 49), 0002 (LSD 50) and 0003 (LSD
51) for all hulls under this contract. Within 180 days after ship delivery, or
as such other time as mutually agreed to by the parties, the Contractor shall
submit to the Supervisor his proposal or establishment of firm fixed prices
based on lists of items purchased for use as on-board spares, repair parts,
equipage, special tools, loose hardware, and support equipments, in accordance
with the provisions of Special Contract Requirement H-36, "ORDERS". The
Contractor shall notify the Supervisor upon 80% expenditure of the total not-to-
exceed amount specified for each ship unless such amount is increased in writing
by the Contracting Officer. On-board spares, repair parts, equipage, special
tools, loose hardware and support equipment specifically identified in the Ship
Specifications are understood by both parties to be excluded from both the
provisions of this clause and from the funding specified in sub-clins 0011AA,
0011AB and 0011AC.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
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PART 11 - CONTRACT CLAUSES
SECTION 1-1: FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (APR 1984)
This contract incorporates the following 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.
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:
<TABLE>
<CAPTION>
FAR SOURCE TITLE AND DATE
- ---------- --------------
<S> <C>
52.202-1 Definitions (Apr 1984)
52.203-1 Officials Not to Benefit (Apr 1984)
52.203-3 Gratuities (Apr 1984)
52.203-5 Covenant Against Contingent Fees (Apr 1984)
52.203-6 Restrictions on Subcontractor Sales to the Government
(Jul 1985)
52.203-7 Anti-Kickback Procedures (Feb 1987)
52.204-2 Security Requirements (Apr 1984)
52.208-1 Required Sources for Jewel Bearings and Related Items
(Apr 1984)
52.209-2 Qualification Requirements - Components of End Items
(Jul 1985)
52.210-5 New Material (Apr 1984)
52.210-7 Used or Reconditioned Material, Residual Inventory, and
Former Government Surplus Property (Apr 1984)
52.212-8 Defense Priority and Allocation Requirements (May 1986)
52.212-13 Stop-Work Order (Apr 1984)
52.212-15 Government Delay of Work (Apr 1984)
52.215-1 Examination of Records by Comptroller General (Apr 1984)
</TABLE>
119
<PAGE>
<TABLE>
<S> <C>
452.215-2 Audit-Negotiation (Apr 1984)
52.215-23 Price Reduction for Defective Cost or Pricing
Data-Modifications (Apr 1985)
52.215-25 Subcontractor Cost Or Pricing Data-Modifications (Apr 1985)
52.215-30 Facilities Capital Cost of Money (Sep 1987)
52.219-8 Utilization of Small Business Concerns and Small
Disadvantaged Business Concerns (Jun 1985)
52.219-9 Small Business and Small Disadvantaged Business
Subcontracting Plan (Apr 1984)
52.219-13 Utilization of Women-Owned Small Businesses (Aug 1986)
52.220-3 Utilization of Labor Surplus Area Concerns (Apr 1984)
52.220-4 Labor Surplus Area Subcontracting Program (Apr 1984)
52.222-1 Notice to the Government of Labor Disputes (Apr 1984)
52.222-4 Contract Work Hours and Safety Standards Act-Overtime
Compensation (Mar 1986)
52.222-20 Walsh-Healey Public Contracts Act (Apr 1984)
52.222-26 Equal Opportunity (Apr 1984)
52.222-28 Equal Opportunity Pre-Award Clearance of Subcontracts
(Apr 1964)
52.222-35 Affirmative Action for Special Disabled and Vietnam Era
Veterans (Apr 1984)
52.222-36 Affirmative Action for Handicapped Workers (Apr 1984)
52.223-2 Clean Air and Water Act (Apr 1984)
52.223-3 Hazardous Material Identification and Material Safety Data
(Aug 1987)
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
52.227-1 Authorization and Consent (Apr 1984)
52.227-2 Notice and Assistance Regarding Patent and Copyright
Infringement (Apr 1984)
52.227-10 Filing of Patent Applications - Classified Subject Matter
(Apr 1984)
52.227-12 Patent Rights - Retention by the Contractor (Long Form)
(Apr 1984)
52.229-3 Federal, State, and Local Taxes (Apr 1984)
52.229-5 Taxes-Contracts Performed in U.S. Possessions or Puerto Rico
(Apr 1984)
52.230-3 Cost Accounting Standards (Sep 1987)
52.230-4 Administration of Cost Accounting Standards (Sep 1987)
52.232-8 Discount for Prompt Payment (Jul 1985)
52.232-9 Limitation on Withholding of Payments (Apr 1984)
52.232-11 Extras (Apr 1984)
52.232-16 Progress Payments (Aug 1987)
52.232-17 Interest (Apr 1984)
52.232-18 Availability of Funds (Apr 1984)
52.232-23 Assignment of Claims (Jan 1986) - ALTERNATE I (Apr 1984)
52.233-1 Disputes (Apr 1984) - ALTERNATE I (Apr 1984)
52.233-3 Protest After Award (Jun 1985)
52.242-1 Notice of Intent to Disallow Costs (Apr 1984)
52.242-11 F.O.B.-Government Bills of Lading or Indicia Mail (Apr 1984)
52.242-12 Report of Shipment (REPSHIP) (Apr 1984)
52.243-1 Changes-Fixed-Price (Aug 1987)
52.243-6 Change Order Accounting (Apr 1984)
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
52.244-1 Subcontracts (Fixed-Price Contracts) (Jan 1986)
52.244-5 Competition in Subcontracting (Apr 1984)
52.245-19 Government Property Furnished "As Is" (Apr 1984)
52.246-16 Responsibility for Supplies (Apr 1984)
52.246-23 Limitation of Liability (Apr 1984)
52.246-24 Limitation of Liability - High-Value Items (Apr 1984)
52.247-29 F.O.B. Origin (Apr 1984) (Applicable only to supplies to be
delivered F.O.B. Origin)
52.247-30 F.O.B. Origin, Contractor's Facility (Apr 1984) (Applicable
only to supplies to be delivered F.O.B. Origin, Contractor's
Facility)
52.247-34 F.O.B. Destination (Apr 1984) (Applicable only to supplies
to be delivered F.O.B. Destination)
52.247-48 F.O.B. Destination - Evidence of Shipment (Apr 1984)
(Applicable only to supplies to be accepted at Origin but to
be delivered F.O.B. Destination)
52.247-52 Clearance and Documentation Requirements - Shipments to DOD
Air or Water Terminal Transshipment Points (Apr 1984)
52.247-54 Diversion of Shipment under F.O.B. Destination Contracts
(Apr 1984) (Applicable only to supplies to be delivered
F.O.B. destination)
52.247-58 Loading, Blocking, and Bracing of Freight Car Shipments
(Apr 1984)
52.247-61 F.O.B. Origin-Minimum Size of Shipments (Apr 1984)
(Applicable only to supplies to be delivered F.O.B. origin)
52.247-63 Preference for U.S.-Flag Air Carriers (Apr 1984)
52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels
(Apr 1984) - ALTERNATE I (Apr 1984)
52.248-1 Value Engineering (Apr 1984) (Applicable only if this
contract is $100,000.00 or more)
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
52.249-2 Termination for Convenience of the Government (Fixed-Price)
(Apr 1984)
52.251-1 Government Supply Sources (Apr 1984)
</TABLE>
II. DOD FAR SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES:
<TABLE>
<CAPTION>
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- ------ --------------
<S> <C>
52.203-7001 Special Prohibition on Employment (Apr 1987)
52.204-7005 Overseas Distribution of Defense Subcontracts (Aug 1986)
52.208-7000 Required Sources for Miniature and Instrument Ball Bearings
(Jul 1971)
52.208-7001 Required Sources for Precision Components for Mechanical Time
Devices (Aug 1971)
52.208-7002 Required Sources for High-Purity Silicon (Jun 1983)
52.208-7003 Required Sources for High Carbon Ferrochrome (Aug 1984)
52.208-7005 Required Sources for Forging and Welded Shipboard Anchor
Chain Items (Aug 1985)
52.215-7000 Aggregate Pricing Adjustment (Apr 1985)
52.219-7000 Small Business and Small Disadvantaged Business
Subcontracting Plan (Master Plans) (Apr 1984)
52.223-7001 Safety Precautions for Ammunition and Explosives (Jul 1986)
52.223-7002 Changes in Place of Performance -- Ammunition and Explosives
(Jul 1986)
52.225-7001 Buy American Act and Balance of Payments Program (Apr 1985)
52.225-7002 Qualifying Country Sources as Subcontractors (Oct 1980)
52.225-7008 Duty-Free Entry-Qualifying Country End
</TABLE>
123
<PAGE>
<TABLE>
<S> <C>
products and Supplies (Aug 1984)
52.225-7009 Preference for Certain Domestic Commodities (Oct 1980)
52.225-7011 Preference for Domestic Specialty Metals (Major Programs)
(Oct 1980)
52.227-7013 Rights in Technical Data Ahd Computer Software (May 1987)
52.227-7017 Rights in Technical Data-Major System and Subsystem Contracts
(Nov 1971)
52.227-7018 Restrictive Markings on Technical Data (May 1987)
52.227-7027 Deferred Ordering Of Technical Data Or Computer Software
(Nov 1974)
52.227-7029 Identification of Technical Data (Mar 1975)
52.227-7030 Technical Data--Withholding of Payment (Jul 1976)
52.227-7031 Data Requirements (Apr 1972)
52.227-7036 Certification of Technical Data Conformity (May 1987)
52.227-7037 Validation of Restrictive Markings on Technical Data
(May 1987)
52.231-7000 Supplemental Cost Principles (Apr 1984)
52.232-7000 Invoices (Oct 1982)
52.233-7000 Certification of Requests for Adjustment or Relief Exceeding
$100,000.00 (Feb 1980)
52.234-7001 Cost/Schedule Control Systems (Aug 1985)
52.235-7002 Recovery of Nonrecurring Cost on Commercial Sales (Feb 1980)
52.235-7004 Frequency Authorization (Oct 1966)
52.243-7001 Pricing of Adjustments (Apr 1984)
52.246-7000 Material Inspection and Receiving Report (Dec
</TABLE>
124
<PAGE>
<TABLE>
<S> <C>
1969)
52.246-7001 Warranty of Data (Nov 1974)
52.247-7200 Ocean Transportation of Government Owned Supplies (Nov 1963)
52.251-7000 Ordering from Government Supply Sources (Apr 1984)
52.242-7003 Certification of Indirect Costs (Apr 1986)
</TABLE>
III. NAVY ACQUISITION SUPPLEMENT CLAUSES:
<TABLE>
<CAPTION>
NARSUP
SOURCE TITLE AND DATE
- ------ --------------
<S> <C>
52.227-9000 GIDEP Program (Jul 1985)
</TABLE>
SECTION I-2 - ADDITIONAL CONTRACT CLAUSES
The following are additional contract clauses to this solicitation/contract:
1. VARIATION IN QUANTITY (APR 1984) (FAR 52.212-9)
a. A variation in the quantity of any item called for by this contract
will not be accepted unless the variation has been caused by conditions of
loading, shipping, or packing, or allowances in manufacturing processes, and
then only to the extent, if any, specified in paragraph (b) below.
b. The permissible variation shall be limited to:
<TABLE>
<S> <C>
0 Percent increase
-
0 Percent decrease
-
</TABLE>
2. HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (GOVERNMENT SPECIFICATION) (APR
1984) (FAR 52.246-11)
a. Definition. "Contract date", as used in this clause, means the date
set for bid opening or, if this is a negotiated contract or a modification, the
effective date of this contract or modification.
b. The Contractor shall comply with the specification titled Quality
Program Requirements, MIL-Q-9858A. in effect on the
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contract date, which is hereby incorporated into this contract.
3.ACQUISITION OF FOREIGN MACHINE TOOLS (APR 1987) (DOD FAR SUPP 52.245-7000)
(a) Machine tools listed in paragraph (b) of this clause acquired by the
Contractor, title to which will vest with the Government, shall be
manufactured in the United States or Canada.
(b) The requirement for acquisition of machine tools manufactured in the
United States or Canada applies to those listed in Federal Supply Classes of
metalworking machinery numbered 3408, 3410-3419, 3426, 3433, 3441-3443, 3446,
3448, 3449, 3460 and 3461.
(c) A machine tool shall be considered to have been manufactured in the
United States or Canada if the cost of its components manufactured in the
United States or Canada exceeds fifty percent (50%) of the cost of all its
components. The cost of components shall include transportation costs to the
place of incorporation into the end product and duty (whether or not a duty-
free entry certificate may be issued).
(d) Acquisition of machine tools as described in paragraph (b) above,
manufactured in a country other than the United States or Canada, if required
to meet the delivery schedule or other requirements of this contract, shall be
approved in advance by the Government.
4. ACCESS TO VESSELS BY NON-US- CITIZENS (DOD FAR SUPP 52.222-7004)
(a) Title 32, Code of Federal Regulations (CFR) Section 765.5 provides
that no person not known to be an American citizen of good standing and repute
shall be eligible for access to naval vessels, work sites and adjacent areas
when said vessels are under construction, conversion, overhaul, or repair,
except upon a finding by COMNAVSEA that such access should be permitted in the
best interest of the U.S. The Contractor shall establish procedures to comply
with the requirements of the above noted regulation as implemented by the
provisions of this clause and NAVSEAINST 5500.3 dated 22 October 1985.
(b) If the Contractor desires to employ non-U.S. citizens in the
performance of work under this contract/agreement that requires access, as
specified in paragraph (a) to this clause, approval must be obtained within
six months of contract award for each contract/agreement where such access is
required. To request such approval, the contractor shall submit to COMNAVSEA,
via the
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cognizant Contract Administration Office, (CAO), an Access Control Plan (ACP)
which shall contain, as a minimum, the following information:
(1) Badge/Pass oriented identification, access and movement control
system for non-U.S. citizen employees with the badge/pass to be worn or
displayed on outer garments at all times while on the contractor's facilities
and when performing shipboard work.
(1) Badges must be of such design and appearance that permit
easy recognition to facilitate quick and positive
identification.
(ii) Access authorization and limitations for the bearer must
be clearly established and in accordance with applicable
security regulations and instructions.
(iii) A control system, which provides rigid accountability
procedures for handling lost, damaged, forgotten and no
longer required badges, must be established.
(iv) A badge or pass check must be performed at all points of
entry to the contractor's facility or by a site supervisor
for work performed on ships outside of the contractor's
plant.
(2) Contractor's plan for ascertaining citizenship and screening
employees for security risk.
(3) Data reflecting the number, nationality and positions held by
non-U.S. citizen employees.
(4) Contractor's plan for ensuring subcontractor compliance with the
provisions of the Contractor's ACP.
(5) These conditions and controls are intended to serve as guidelines
representing the minimum requirements of an acceptable ACP. They are not meant
to restrict the Contractor in any way from imposing additional controls
necessary to tailor these requirements to a specific facility;
(c) An ACP which has been approved for specific Master Ship Repair
Agreement (MSRA) or Agreement for Boat Repair (ABR) or Basic Ordering Agreement
(BOA), is valid and applicable to all job orders awarded under that agreement.
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(d) The Contractor shall fully comply with COMNAVSEA approved ACPs.
Noncompliance by the contractor or subcontractor serves to cancel any
authorization previously granted. In which case the Contractor shall be
precluded from the continued use of non-U.S. citizens on this contract/agreement
until such time as compliance with an approved ACP is demonstrated and upon a
determination by the CAO that the Government's interests are protected.
Further, the Government reserves the right to cancel previously granted
authority when such cancellation is determined to be in the Government's best
interest. Use of non-U.S. citizens, without an approved ACP or when a previous
authorization has been canceled, will be considered a violation of security
regulations. Upon confirmation by the CAO of such violation, this contract,
agreement or any job order issued under this agreement may be terminated.
(e) Prime contractors have full responsibility for the proper
administration of the approved ACP for all work performed under this
contract/agreement regardless of the location of the vessel and must ensure
compliance by all subcontractors, technical representatives and other persons
granted access to U.S. Navy vessels, adjacent areas and work sites.
(f) In the event the contractor does not intend to employ non-U.S.
citizens in the performance of work under this contract, but has non-U.S.
citizen employees, they must be precluded from access to the vessel and its
work site and those shops where work on the ship's equipment is being
performed. This same restriction applies to other non-U.S. citizens who have
access to the contractor's facilities (i.e., for accomplishing facility
improvements, from foreign crewed vessels within his facility, etc.)
(g) In the event the contractor chooses not to employ non-U.S. citizens
under this contract, agreement or any job order issued under this agreement,
he must so state in writing.
5. COMMERCIAL BILL OF LADING NOTATIONS (APR 1984) (FAR 52.247-1) (Applicable
to supplies to be delivered F.O.B. Origin)
If the Contracting Officer authorizes supplies to be shipped on a commercial
bill of lading and the Contractor will be reimbursed these transportation costs
as direct allowable costs, the Contractor shall ensure before shipment is made
that the commercial shipping documents are annotated with either of the
following notations, as appropriate:
(a) If the Government is shown as the consignor or the consignee, the
annotation shall be:
128
<PAGE>
"Transportation is for the U.S. Department of Defense and the actual total
--------------------------
transportation charges paid to the carrier(s) by the consignor or consignee
are assignable to, and shall be reimbursed by, the Government."
(b) If the Government is not shown as the consignor or the consignee, the
annotation shall be:
"Transportation is for the U.S. Department of Defense and the actual total
--------------------------
transportation charges paid to the carrier(s) by the consignor or consignee
shall be reimbursed by the Government pursuant to cost-reimbursement contract
No. * . This may be confirmed by contacting
---------------------
* .
------------------------------------------------------------------------
*To be inserted at contract award.
5. DOD FAR SUPP 52.232-7007 PROGRESS PAYMENTS (OCT 1986) (DEVIATION)
(Applicable to Items 0006, 0007, 0011, 0012, 0013 and 0014)
Progress payments shall made to the Contractor when requested as work
progresses, but not more frequently than monthly in amounts approved by the
Contracting Officer, under the following conditions:
(a) Computation of Amounts.
----------------------
(1) Unless the Contractor requests a smaller amount, each progress payment
shall be computed as (i) seventy-five percent (75%) of the Contractor's
cumulative total costs under this contract, as shown by records maintained by
the Contractor for the purpose of obtaining payment under Government contracts,
plus (ii) progress payments to subcontractors (see paragraph (j) below), all
less the sum of all previous progress payments made by the Government under this
contract. Cost of money that would be allowable under 31.205-10 of the Federal
Acquisition Regulations shall be deemed an incurred cost for progress payment
purposes.
(2) The following conditions apply to the timing of including costs in
progress payment requests:
(i) The costs of supplies and services purchased by the Contractor
directly for this contract may be included only after payment by cash, check or
other form of actual payment.
(ii) Costs for the following may be included when incurred, even if
before payment, when the Contractor is not delinquent in payment of the costs of
contract performance in the ordinary course of business:
129
<PAGE>
(A) Materials issued from the Contractor's stores inventory and
placed in the production process for use on this contract.
(B) Direct labor, direct travel, and other direct in-house costs.
(C) Properly allocable and allowable indirect costs.
(iii) Accrued costs of Contractor contributions under employee pension,
profit sharing, and stock ownership plans shall be excluded until actually paid
unless--
(A) The Contractor's practice is to contribute to the plans
quarterly or more frequently; and
(B) The contribution does not remain unpaid thirty (30) days
after the end of the applicable quarter or shorter payment
period (any contributions remaining unpaid shall be excluded
from the Contractor's total costs for progress payment until
paid).
(iv) If the contract is subject to the special transition method
authorized in Cost Accounting Standard (CAS) 410, Allocation of Business Unit
General and Administrative Expense in Final Cost Objective, General and
Administrative expenses (G&A) shall not be included in progress payment requests
until the suspense account prescribed in CAS 410 is less than--
(A) Five million dollars: or
(B) The value of the work-in-progress inventories under contracts
entered into after the suspense account was established
(only a pro rata share of the G&A allocable to the excess of
the inventory over the suspense account value is includable
in progress payment requests under this contract).
(3) The Contractor shall not include the following in total costs for
progress payment purposes in subparagraph (a)(1)(i) above:
(i) Costs that are not reasonable, allocable to this contract, and
consistent with sound and generally accepted accounting principles and
practices.
130
<PAGE>
(ii) Costs incurred by subcontractors or suppliers.
(iii) Costs ordinarily capitalized and subject to depreciation or
amortization except for the properly depreciated or amortized portion of such
costs.
(iv) Payments made or amounts payable to subcontractors or suppliers,
except for-
(A) Completed work, including partial deliveries, to which the
Contractor has acquired title; and
(B) Work under cost-reimbursement or time-and-material
subcontracts to which the Contractor has acquired title.
(4) The amount of unliquidated progress payments may exceed neither (i)
the progress payments made against incomplete work (including allowable
unliquidated progress payments to subcontractors) nor (ii) the value, for
progress payment purposes, of the incomplete work. Incomplete work shall be
considered to be the supplies and services required by this contract, for which
delivery and invoicing by the Contractor and acceptance by the Government are
incomplete.
(5) The total amount of progress payments shall not exceed seventy-five
percent (75%) of the total contract price.
(6) If a progress payment or the unliquidated progress payments exceed the
amounts permitted by subparagraphs (a)(4) or (a)(5) above, the Contractor shall
repay the amount of such excess to the Government on demand.
(b) Liquidation. Except as provided in the Termination for Convenience of the
-----------
Government clause, all progress payments shall be liquidated by deducting from
any payment under this contract, other than advance or progress payments, the
unliquidated progress payments, or seventy-five (75%) of the amount invoiced,
whichever is less. The Contractor shall repay to the Government any amounts
required by a retroactive price reduction, after computing liquidations and
payments on past invoices at the reduced prices and adjusting the unliquidated
progress payments accordingly. The Government reserves the right to
unilaterally change from the ordinary liquidation rate to an alternate rate when
deemed appropriate for proper contract financing.
131
<PAGE>
(c) Reduction or Suspension. The Contracting Officer may reduce or suspend
-----------------------
progress payments, increase the rate of liquidation, or take a combination of
these actions, after finding substantial evidence on any of the following
conditions:
(1) The Contractor failed to comply with any material requirement of this
contract (which includes paragraphs (f) and (g) below).
(2) Performance of this contract is endangered by the Contractor's (i)
failure to make progress or (ii) unsatisfactory financial condition.
(3) Inventory allocated to this contract substantially exceeds reasonable
requirements.
(4) The Contractor is delinquent in payment of the costs of performing
this contract in the ordinary course of business.
(5) The unliquidated progress payments exceed the fair value of the work
accomplished on the undelivered portion of this contract.
(6) The Contractor is realizing less profit than that reflected in the
establishment of any alternate liquidation rate in paragraph (b) above, and that
rate is less than the progress payment rate stated in subparagraph (a)(1) above.
(d) Title.
-----
(1) Title to the property described in this paragraph (d) shall vest in
the Government. Investiture shall be immediately upon the date of this
contract, for property acquired or produced before that date. Otherwise,
investiture shall occur when the property is or should have been allocable or
properly chargeable to this contract.
(2) "Property", as used in this clause, includes all of the
below-described items acquired or produced by the Contractor that are or should
be allocable or properly chargeable to this contract under sound and generally
accepted accounting principles and practices.
(i) Parts, materials, inventories, and work in process;
(ii) Special tooling and special test equipment to which the
Government is to acquire title under any other clause of this contract;
132
<PAGE>
(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds,
patterns, taps, gauges, test equipment, and other similar manufacturing aids,
title to which would not be obtained as special tooling under subparagraph (ii)
above; and
(iv) Drawings and technical data, to the extent the Contractor or
subcontractors are required to deliver them to the Government by other clauses
of this contract.
(3) Although title to property is in the Government under this clause,
other applicable clauses of this contract, e.g., the termination or special
tooling clauses, shall determine the handling and disposition of the property.
(4) The Contractor may sell any scrap resulting from production under this
contract without requesting the Contracting Officer's approval, but the proceeds
shall be credited against the costs of performance.
(5) To acquire for its own use or dispose of property to which title is
vested in the Government under this clause, the Contractor must obtain the
Contracting Officer's advance approval of the action and the terms. The
Contractor shall (i) exclude the allocable costs of the property from the costs
of contract performance, and (ii) repay to the Government any amount of
unliquidated progress payments allocable to the property. Repayment may be by
cash or credit memorandum.
(6) When the Contractor completes all of the obligations under this
contract, including liquidation of all progress payments, title shall vest in
the Contractor for all property (or the proceeds thereof) not-
(i) Delivered to, and accepted by, the Government under this
contract; or
(ii) Incorporated in supplies delivered to and accepted by, the
Government under this contract and to which title is vested in the Government
under this clause.
(7) The terms of this contract concerning liability for Government-
furnished property shall not apply to property to which the Government acquired
title solely under this clause.
(e) Risk of Loss. Before delivery to and acceptance by the Government, the
------------
Contractor shall bear the risk of loss for property, the title to which vests in
the Government under this clause, except to the extent the Government expressly
assumes the risk. The Contractor shall repay the Government an amount equal to
the unliquidated progress payments that are based on costs
133
<PAGE>
allocable to property that is damaged, lost, stolen, or destroyed.
(f) Control of Costs and Property. The Contractor shall maintain an
-----------------------------
accounting system and controls adequate for the proper administration of this
clause.
(g) Reports and Access to Records. The Contractor shall promptly furnish
-----------------------------
reports, certificates, financial statements, and other pertinent information
reasonably requested by the Contracting Officer for the administration of this
clause. Also, the Contractor shall give the Government reasonable opportunity
to examine and verify the Contractor's books, records and accounts.
(h) Special Terms Regarding Default. If this contract is terminated under the
-------------------------------
Default clause, (i) the Contractor shall, on demand, repay to the Government the
amount of unliquidated progress payments and (ii) title shall vest in the
Contractor, on full liquidation of progress payments, for all property for which
the Government elects not to require delivery under the Default clause. The
Government shall be liable for no payment except as provided by the Default
clause.
(i) Reservations of Rights.
----------------------
(1) No payment or vesting of title under this clause shall (i) excuse
the Contractor from performance of obligations under this contract or (ii)
constitute a waiver of any of the rights or remedies of the parties under the
contract.
(2) The Government's rights and remedies under this clause (i) shall not
be exclusive but rather shall be in addition to any other rights and remedies
provided by law or this contract and (ii) shall not be affected by delayed,
partial, or omitted exercise of any right, remedy, power, or privilege, nor
shall exercise or single exercise preclude or impair any further exercise under
this clause of the exercise of any other right, power, or privilege of the
Government.
(j) Progress payments to subcontractors. The amounts mentioned in (a)(1)(ii)
-----------------------------------
above shall be all progress payments to subcontractors or divisions, if the
following conditions are met:
(1) The amounts included are limited to (i) the unliquidated remainder
of progress payments made plus (ii) for small business concerns any unpaid
subcontractor requests for progress payments that the Contractor has approved
for current payment in the ordinary course of business.
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<PAGE>
(2) The subcontract or interdivisional order is expected to involve a
minimum of approximately six (6) months between the beginning of work and the
first delivery, or, if the subcontractor is a small business concern, four (4)
months.
(3) The terms of the subcontract or interdivisional order concerning
progress payments-
(i) Are substantially similar to the terms of the clause 52.232-7007,
Progress Payments, for any subcontractor that is a large business concern, or
that clause with its Alternate I for any subcontractor that is a small business
concern;
(ii) Are at least as favorable to the Government as the terms of this
clause;
(iii) Are not more favorable to the subcontractor or division than the
terms of this clause are to the Contractor;
(iv) Are in conformance with the requirements of paragraph 32.504(e) of
the Federal Acquisition Regulation; and
(v) Subordinate all subcontractor rights concerning property to which
the Government has title under the subcontract to the Government's right to
require delivery of the property to the Government if (A) the Contractor
defaults or (B) the subcontractor becomes bankrupt or insolvent.
(4) The progress payment rate in the subcontract is the customary rate
used by the Contracting Activity, depending on whether the subcontractor is or
is not a small business concern.
(5) The parties agree concerning received by the Government for property
to which title has vested in the Government under the subcontract terms, that
the proceeds shall be applied to reducing any unliquidated progress payments by
the Government to the Contractor under this contract.
(6) If no unliquidated progress payments to the Contractor remain, but
there are unliquidated progress payments that the Contractor has made to any
subcontractor, the Contractor shall be subrogated to all the rights the
Government obtained through the terms required by this clause to be in any
subcontract, as if all such rights had been assigned and transferred to the
Contractor.
(7) The Contractor shall pay the subcontractor's progress payment request
under subparagraph (j)(1)(ii) above, within a reasonable time after receiving
the Government progress payment covering those amounts.
135
<PAGE>
(8) To facilitate small business participation in subcontracting under
this contract, the Contractor agrees to provide progress payments to small
business concerns, in conformity with the standards for customary progress
payments stated in Subpart 32.5 of the Federal Acquisition Regulation. The
Contractor further agrees that the need for such progress payments shall not
be considered as a handicap or adverse factor in the award of subcontracts.
(k) Limitations on Undefinitized Contract Actions.
---------------------------------------------
Notwithstanding any other progress payment provision in this contract, progress
payments may not exceed eighty percent (80%) (or such lower percent prescribed
in paragraph (a)) of costs incurred on work accomplished under undefinitized
contract actions. A "Contract action" is any action resulting in a contract, as
defined in FAR Subpart 2.1, including contract modifications for additional
supplies or services, but not including contract modifications that are within
the scope and under the terms of the contract, such as contract modifications
issued pursuant to the Changes clause, or funding and other administrative
changes. This limitation shall apply to the costs incurred, as computed in
accordance with paragraph (a), and shall remain in effect until the contract
action is definitized. Costs incurred which are subject to this limitation
shall be segregated on contractor progress payment requests and invoices from
those costs eligible for higher progress payment rates. For purposes of
progress payment liquidation, as described in paragraph (b), progress payments
for undefinitized contract actions shall be liquidated at the progress payment
rate applicable for work performed under the undefinitizad contract action as
long as the contract action remains undefinitized. The amount of unliquidated
progress payments for undefinitized contract actions shall not exceed eighty
percent (80%) of the maximum liability of the Government under the undefinitized
contract action or such lower limit specified elsewhere in the contract.
Separate limits may be specified for separate actions.
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
SECTION J: LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
<TABLE>
<CAPTION>
ATTACHMENT
NUMBER IDENTIFICATION
- ------ --------------
<S> <C>
J-1 One copy of NAVSEA Specifications for Building Landing Ship
Dock LSD 41 (Cargo Variant) dated 9 October 1987 with
contract and contract guidance
</TABLE>
136
<PAGE>
<TABLE>
<S> <C>
drawings and project peculiar documents with Modification
No.1 dated 20 Nov 1987, Modification No. 2 dated 16
December 1987, Modification No. 3 dated 8 January 1988,
Modification No. 4 dated 22 January 1988, Modification No.
5 dated 2 March 1988 and Modification No. 6 dated 24 March
1988.
J-2 One copy of Contract Data Requirements List for LSD 41
(Cargo Variant) DD form 1423 Exhibits A, B and C as amended
by replacement pages dated 24 November 1987, replacement
pages dated 14 December 1987 and replacement pages dated
8 January 1988.
J-3 One (1) copy of Schedule "A," List of Government Furnished
Material for LSD-41, (Cargo Variant) revision dated 10
November 1993.
J-4 One (1) copy Schedule "B", List of Technical Services for
LSD 41 (Cargo Variant)
J-5 One (1) copy of Schedule "C" List of Government Furnished
Information for LSD 41 (Cargi Variant) dated 24 Mar 1988
J-6 One (1) copy of LSD-41 (Cargo Variant) Technica Manual
Contract Requirements
J-7 One (1) copy of Fitting Out Management Information System
Requirements Statement
J-8 One (1) copy of LSD 41 (Cargo Variant) Test Documentation
Booklet with replacement pages dated 4 Jan 1988
J-9 One (1) copy of LSD 41 (Cargo Variant) Weapons Equipment
List with change pages: Table of Contents dated 9 Mar 1988;
8 dated 22 Jan 1988; and 11 and 12 dated 2 Mar 1988.
J-10 List of Government Facilities, Special Tooling, and Special
Purpose Test Equipment to be used on a No-charge Basis
J-11 Standardization Program Plan for LSD 41 (CV)
J-12 Provisioning Requirements Technical Specifications,
NAVSEA T6490-AG-GTP-010
J-13 DD Form 254, Contract Security Specification
</TABLE>
137
<PAGE>
<TABLE>
<S> <C>
J-14-A Financial Accounting Data Sheet
J-14-B Financial Accounting Data Sheet -- Compensation Adjustments
J-15 Small Business and Small Disadvantaged Business
Subcontracting Plan
J-16 Weighting Factors
</TABLE>
138
<PAGE>
3. RELEASE
a. As used in this paragraph 3:
(1) "Events" refer to any contract modification, any Government breach,
any Government tort, any changer order, any stop work order, any suspension of
work, any acceleration order, any Government action or omission pertaining to
Government property or information, and any other occurrence, action or omission
(whether fortuitous or accidental, of or by the Government, Contractor or third
party).
(2) "Covered Events" refer to "Events" occurring on or before the
effective date of this modification, whether formal or constructive, which were
known or should have been known by the Contractor on the effective date of this
modification, (except with respect to the Contractor's supplements dated 8 June
1993 and 15 November 1993 in which case covered events are events which were
known or unknown, foreseeable or unforeseeable by the Contractor on the
effective date of this modification) whether or not such events were discussed
between the parties, all of which events: (i) arise out of or under or are in
any way related to this contract and affect this contract, or (ii) arise out of
or under or are in any way related to this contract and affect any other
contract between the Contractor and the Government, or (iii) arise out of or
under or are in any way related to any other contract between the Contractor and
the Government or the Contractor and any third party and affect this contract
but only to the extent of the effect on this contract.
(3) "Costs" include, but is not limited to, any or all:
(i) direct performance (hardcore) and material costs;
(ii) indirect costs;
(iii) delay and disruption costs including local, cumulative, and any
other type;
(iv) overhead costs;
(v) costs associated with dislocation, accelerations, and
inefficiencies in performance;
(vi) interest costs and other consideration for financing; and
(vii) costs for preparing proposals, claims, and requests for equitable
adjustment.
(viii) subcontract costs
b. In consideration for the provisions of this modification, the
Contractor, for itself, its successors, assigns, vendors, suppliers, and
subcontractors hereby remises, releases, and forever discharges the Government,
its officers, agents, and
139
<PAGE>
employees from (i) any or all actual or potential entitlement of the Contractor
to an equitable adjustment of the price and/or delivery schedule of this
contract by reason of Covered Events, or the impact of Covered Events, (ii) any
or all actual or potential liabilities to the Contractor for money damages
and/or other relief for Covered Events or the impact of Covered Events upon this
contract, (iii) any and all actual or potential entitlement of the Contractor to
an equitable adjustment of the price and/or delivery schedule of any other
Government contract or any contract between the Contractor and any third party
by reason of Covered Events, or the impact of Covered Events and (iv) any and
all actual or potential liabilities to the Contractor for money damages and/or
other relief under any other Government contract or any contract between the
Contractor and any third party for Covered Events, or for the impact of Covered
Events, arising under or related to this contract. By this release, the
Contractor does not release claims under any other Government contract for
covered events solely arising under, or relating to, such other Government
contract to the extent they do not affect this contract.
c. The contractor hereby confirms and acknowledges that in agreeing to
the terms of this modification, it is releasing all rights to any entitlement
for any and all costs under, and any and all impacts upon this contract or any
other contract by reason of Covered Events, whether or not such costs and
impacts of Covered Events are known or should have been known or are unknown
as described in paragraph 3a(2) herein, foreseeable or unforeseeable as of
the effective date of this modification, whether or not such costs and impacts
of Covered Events have been discussed with, or for any reason reserved for
future discussion with the Government, or have been made the basis for other
assertions of claims or requests for equitable adjustment, whether or not such
costs or impacts of Covered Events were, or are, incurred and sustained,
respectively, before, on, or after the effective date of this modification,
and whether or not such costs and impacts of Covered Events are caused
directly by, indirectly by, cumulatively by, or in consequence of any of the
Covered Events.
d. The Contractor's release set forth in this provision is complete and
final, no rights are reserved under this modification and, in any event, any and
all such rights shall be deemed to have been waived without exception. Nothing
set forth herein shall in any way affect or operate to reserve any item covered
by another release executed by the Contractor either prior to concurrent with,
or subsequent to the date of the execution of this modification nor shall
anything set forth herein in any way affect the operation of any statute,
including but not limited to 10 USC 2405.
4. This modification constitutes definitization of all
140
<PAGE>
unadjudicated modifications.
5. The parties agree that the retentions against this contract shall remain at
the current level and that five percent (5%) of all amounts paid as a result of
this modification shall be added to the current retentions.
6. The Contractor agrees that all amounts that were made available to be paid
as extraordinary relief will solely "revert to the Government". The total
amount that was made available for payment as extraordinary contractual relief
under this contract (N00024-88-C-2048) by modification P00030 is $18,675,995.
For the purposes of this modification "revert the Government" consists of the
remittance of amounts previously paid to the Contractor and the de-obligation of
the unexpended amounts under this CLIN 0016. Payment (remittance) shall be made
by the Contractor to the Government within 3 working days from receipt of
payment under this modification. The de-obligation of the unexpended amounts
under this CLIN 0016 is effected by this modification. The specific amount(s)
de-obligated is shown on the attached Financial Accounting Data Sheet.
7. Except as modified herein, all other terms and conditions of the contract,
as previously changed, remain unchanged and in full force and effect.
141
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ---- --------------------------- ----------------- ------- ---- ----
<C> <C> <S> <C> <C> <C> <C>
001 NAVSTAR Global TBD SPAWAR 423 1
Positioning System
001A Radio Receiver R-2331/URN (RCVR 3s) SPAWAR 423 1
001B Deleted (SEE 001G)
001C Control, Indicator C-11702/UR (STD CDU) SPAWAR 423 2
001D Mounting Base, MT-6486/SRN (RCU) SPAWAR 423 2
Electrical Equipment
001E Antenna AS-3819/SRN (FRPAGP) SPAWAR 423 1
001F Amplifier, Antenna AM-7314/URN (AE-4) SPAWAR 423 1
001G Mounting Base MT-6586/5
(RCVR 35 MOUNT) SPAWAR 423 1
002 Not used
003 Not used
004 Secure Telephone
004A Secure Telephone TA-970/U SPAWAR 441 40
004B Secure Telephone TA-990/U SPAWAR 441 4
005 Transceiver Switching Unit SA-2254/UR SPAWAR 441 10
006 NAVMACS "B" System AN/SYQ-7(V)2
006A Computer AN/UYK-44(V)MRC SPAWAR 445 1
006B Recorder-Reproducer RD-397B(V)1/U SPAWAR 445 1
006C Interconnecting Group ON-143(V)4/USQ SPAWAR 445 1
006D Recorder-Reproducer AN/USH-26(V) SPAWAR 445 1
006E Teletype TT/624(V)5/UG SPAWAR 445 2
006F Data Display Terminal AN/USQ-69(V) SPAWAR 445 2
007 Landing Craft, Personnel
36 Foot (LCPL)
007A Boat MK 12 PMS300 583 2
007B Receiver-Transmitter AN/VRC-46A
007B1 Receiver-Transmitter RT-524A/VRC-46A SUPSHIP 583 6
007B2 Mounting Base MT-1029/VRC SUPSHIP 583 6
007B3 Handset H-250/U SUPSHIP 583 6
007B4 Antenna AS-1729/VRC SUPSHIP 583 6
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
No. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ---- -------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
001
001A
001B
001C
001D 07/95 7/93
001E
001F
001G
002
003
004
004A 8/93
004B 8/93
005 9/94
006
006A 05/94 12/93
006B 05/94 12/93
006C 05/94 12/93
006D 05/94 12/93
006E 05/94 12/93
006F 11/93 05/94
007
11/94 8/95
007A 11/94 08/95
007B
007B1 12/94 09/95 12/94 9/95
007B2 12/94 09/95 12/94 9/95
007B3 12/94 09/95 12/94 9/95
007B4 12/94 09/95 12/94 9/95
</TABLE>
1 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM MATERIAL QTY.
NO. DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- ------------------------- ----------------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
008 DECOY Launching System MK 36 MOD 12 NAVSEA 474 1
008A Master Launch Control MK 158 MOD 1 NAVSEA 474 1
008B Bridge Launch Control MK 164 MOD 1 NAVSEA 474 2
008C Bridge Launch Control MK 164 MOD 2 NAVSEA 474 2
008D Launcher Power Supply MK 160 MOD 1 NAVSEA 474 6
008E Launcher MK 137 MOD 1 NAVSEA 721 2
008F Launcher MK 137 MOD 2 NAVSEA 721 4
008G Ready Service Locker MK 5 MOD 4 NAVSEA 474 6
009 Stabilized Gyro Compass AN/WSN-2 NAVSEA 426 1
Set
010 Transceiver
010A Transceiver AN/URC-80(V)5(MOD) SUPSHIP 441 1
010A1 Cntrl Rcvr Xmtr C-8980/URC- SUPSHIP 441 1
80(V)5(MOD)
010A2 Receiver Transmitter RT1155/URC- SUPSHIP 441 1
80(V)5(MOD)
010A3 Loudspeaker LS-609/UR SUPSHIP 441 1
010B Handset H-169/UR SUPSHIP 441 4
010C Audio Frequency Amplifier AM-3729/SR SUPSHIP 441 1
010D Handset Holder Z-33A SUPSHIP 441 4
011 Satellite Broadcast AN/SSR-1A
Reeiver
011A Amplifier-Converter AM-6534/SSR-1A SPAWAR 441 4
011B Antenna AS-2815/SSR-1A SPAWAR 441 4
011C Combiner-Demodulator MD-900/SSR-1A SPAWAR 441 1
011D Demultiplexer TD-1063A/SSR-1A SPAWAR 441 1
012 Radar Set
012A Radar Set AN/SPS-67(V)1 NAVSEA 451 1
012A1 Radar Set Control C-10564/SPS-67(V) NAVSEA 451 1
012A2 Video Processor CV-3571/SPS-67(V) NAVSEA 451 1
012A3 Receiver-Transmitter RT-1293/SPS-67(V) NAVSEA 451 1
012A4 Antenna Controller SA-2229/SPS-67(V) NAVSEA 451 1
012A5 Antenna Safety Switch SA-2230/SPS-67(V) NAVSEA 451 1
012B Antenna
012B1 Radar Antenna AS-936B/SPS-10B NAVSEA 451 1
012B2 Antenna Pedestal AB-561/SPS-10B NAVSEA 451 1
012B3 Band Pass Filter F-189A/SPS-10B SUPSHIP 451 1
</TABLE>
2 of 14
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ----------- -------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
008 04/95 4/95
008A 04/95 4/95
008B 04/95 4/95
008C 04/95 4/95
008D 04/95 4/95
008E 04/95 4/95
008F 04/95 4/95
008G 04/95 4/95
009
010
010A
010A1
010A2
010A3
010B
010C
010D
011
011A 11/94 12/93
011B 11/94 12/93
011C 11/94 12/93
011D 11/94 12/93
012
012A 05/94 11/93
012A1 05/94 11/93
012A2 05/94 11/93
012A3 05/94 11/93
012A4 05/94 11/93
012A5 05/94
012B
012B1 05/94 11/93
012B2 05/94 11/93
012B3 05/94 11/93
</TABLE>
10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM MATERIAL IDENT. QTY. RDD RDD RDD
NO. DESCRIPTION NO. SOURCE SWBS SHIP LSD-49 LSD-50 LSD-51
- ----------- ------------------ ------ ------ ---- ----- ----- ------ ------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
013 Deleted (See 053)
013A Deleted
013A1 Deleted
013A2 Deleted
013B Deleted
013C Deleted
013C1 Deleted
013C2 Deleted
013C3 Deleted
013C4 Deleted
013C5 Deleted
013D Deleted
013E Deleted
013E1 Deleted
013E2 Deleted
013E3 Deleted
013F Deleted
013F1 Deleted
013F2 Deleted
013F3 Deleted
013G Deleted
013G1 Deleted
013G2 Deleted
013H Deleted
013H1 Deleted
013H2 Deleted
013I Deleted
013I1 Deleted
013I2 Deleted
013J Deleted
013K Deleted
013L Deleted
013M Deleted
013N Deleted
013O Deleted
013P Deleted
013P1 Deleted
</TABLE>
3 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM MATERIAL QTY.
NO. DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- ------------------------- ----------------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
014 Guns, Close-In Weapon
System
014A Close-In Weapon System MK 15 MOD 12 PMS413 480 1
014B Weapon Group MK 16 MOD 2 PMS413 711 2
014C Local Control Panel MK 339 MOD 4 PMS413 480 2
014D Remote Control Panel MK 340 MOD 2 PMS413 480 1
014E PASS Terminal TBD PMS413 480 2
014F Conversion Kit, M.E. MK 157 MOD 0 PMS413 711 2
015 25MM Machine Gun System MK 138 MOD 0
015A Automatic Cannon M242 NAVSEA 711 2
015B Gun Mount MK 88 MOD 0 NAVSEA 711 2
015C Power and Control Unit MK 218 MOD 0 NAVSEA 480 2
016 IFF Equipment
016A Interrogator Set AN/UPX-25(V)6 NAVAIR 455 2
016A1 Video Synch SN-501/UPX NAVAIR 455 2
016A2 Interrogator AN/UPX-27 NAVAIR 455 2
016A3 Interrogator Blanker MX-8758A/UPX NAVAIR 455 2
016A4 RF Switch Group AN/UPA-61 NAVAIR 455 2
016A5 Enclosure CY-7558/UPX-25(V) NAVAIR 455 2
016A6 Mount MT-4580/U NAVAIR 455 2
016B Transponder Set AN/UPX-28(V)2 NAVAIR 455 1
016B1 Enclosure CY-7557/UPX-28(V) NAVAIR 455 1
016B2 Transmitter-Receiver RT-859A/APX NAVAIR 455 1
016B3 Mount MT-3809/APX-72 NAVAIR 455 1
016B4 Go-NO-Go Tester TS-1843B/APX NAVAIR 455 1
016B5 Mount MT-3513A/APX NAVAIR 455 1
016B6 Electronic Gate TD-937B/APX NAVAIR 455 1
016B7 Power Supply PP-6099B/APX-72 NAVAIR 455 1
016B8 Support Kit RT-859A/APX NAVAIR 455 1
016C Decoder Group AN/UPA-59B(V) NAVAIR 455 4
016C1 IFF Decoder KY-761A(P)/UPA- NAVAIR 455 4
59A(V)
016C2 Alarm Monitor BZ-173A/UPA-59A(V) NAVAIR 455 4
016C3 Intra-Target Data ID-1844A/UPA-59A(V) NAVAIR 455 4
Indicato
016D IFF Test Set AN/UPM-155 NAVAIR 455 1
016E Control Monitor C-8430/UPX NAVAIR 455 2
016F Antenna, Directional AS-2188/UPX NAVAIR 455 1
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
--- ----- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
014
014A 03/94 02/95 3/94 2/95
014B 02/95 2/95
014C 02/95 2/95
014D 02/95 2/95
014E 02/95 2/95
014F 02/95 2/95
015
015A 06/94 03/95 12/95 6/94 3/95 12/95
015B 12/94 12/94
015C 06/95 6/95
016
016A 05/94 12/93
016A1 05/94 12/93
016A2 05/94 12/93
016A3 05/94 12/93
016A4 05/94 12/93
016A5 05/94 12/93
016A6 05/94 12/93
016B 05/94 12/93
016B1 05/94 12/93
016B2 05/94 12/93
016B3 05/94 12/93
016B4 05/94 12/93
016B5 05/94 12/93
016B6 05/94 12/93
016B7 05/94 12/93
016B8 05/94 12/93
016C 05/94 12/93
016C1 05/94 12/93
016C2 05/94 12/93
016C3 05/94 12/93
016D 05/94 12/93
016E 05/94 12/93
016F 05/94 12/93
</TABLE>
4 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM MATERIAL QTY.
NO. DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ---- --------------------------- ---------------- ------- ------ ------
<C> <S> <C> <C> <C> <C>
016G Antenna, Omnidirectional AS-177B/UPX NAVAIR 455 4
016H Control Set, Transponder C-6280A(P)/APX NAVAIR 455 1
016I Transponder Set Enclosure CY-6816/APX NAVAIR 455 1
017 Passive ECM
017A Passive ECM AN/SLQ-32A(V)1 NAVSEA 472 1
017A1 Antenna Assembly CW-1192A/SLQ-32(V) NAVSEA 472 2
Enclosure
017A2 Mounting Base MT-6008/SLQ-32(V) NAVSEA 472 2
017A3 Cabinet CY-7725/SLQ-32(V) NAVSEA 472 1
017A4 Power Distribution Box J-3594/SLQ-32(V) NAVSEA 472 1
017A5 EW Display OJ-4468/SLQ-32(V) NAVSEA 472 1
017A6 Heat Exchanger HD-1079/SLQ-32(V) NAVSEA 472 1
017B Blanker, Video Mixer AN/SLA-10B NAVSEA 472 1
017B1 Blanker, Video Mixer MX-10042/SLA-10B NAVSEA 472 1
017B2 Blanker, Disable Control C-10569/SLA-10B NAVSEA 472 1
018 Antenna, Coupler Groups
018A1 Antenna Coupler AN/SRA-49A SPAWAR 441 2
018A2 Dummy Load DA-515/U SPAWAR 441 2
018B1 Antenna Coupler (2-6 MHz) AN/SRA-56 SUPSHIP 441 2
018B2 Impedance Matching CU-1773/SRA-56 SUPSHIP 441 1
Network
018C1 Antenna Coupler AN/SRA-57 SUPSHIP 441 2
(4-12 MHz)
018C2 Impedance Matching CU-1775/SRA-57 SUPSHIP 441 1
Network
018D1 Antenna Coupler AN/SRA-58 SUPSHIP 441 1
(10-30 MHz)
018D2 Dummy Load DA-242A/U SUPSHIP 441 1
018E Antenna Coupler OA-9123/SRC SPAWAR 441 2
018E1 Equipment Rack MT-6332/SRC SPAWAR 441 1
018F Combiner (VHF/LF) CU-2007/SRR SUPSHIP 441 1
019 Teletype
019A Teletype AN/UGC-143A(V)2 SPAWAR 445 5
019B Teletype AN/UGC-143A(V)3 SPAWAR 445 2
019C Teletype AN/UGC-143A(V)4 SPAWAR 445 4
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
--- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
016G 05/94 12/93
016H 05/94 12/93
016I 05/94 12/93
017
017A 05/94 12/93
017A1 05/94 12/93
017A2 05/94 12/93
017A3 05/94 12/93
017A4 05/94 12/93
017A5 05/94 12/93
017A6 05/94 12/93
017B 05/94 12/93
017B1 05/94
017B2 05/94
018
018A1 05/94 7/93
018A2 05/94 7/93
018B1 05/94 7/93
018B2 05/94 12/93
018C1 05/94 7/93
018C2 05/94 7/93
018D1 05/94 12/93
018D2 05/94 7/93
018E 05/94 7/93
018E1 05/94 7/93
018F 05/94 7/93
019
019A 12/93 12/93
019B 12/93 12/93
019C 12/93 12/93
</TABLE>
5 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM MATERIAL QTY.
NO. DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ---- -------------------------- -------------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
020 Switch Matrix
020A Deleted
020B Deleted
020C Deleted
020D Channel Selector C-10316/F SPAWAR 441 2
021 Torpedo-Countermeasures AN/SLQ-25A
(NIXIE)
021A Transmitting Set Control C-9394/SLQ-25A PMS415 473 1
021B Torpedo Countermeasures T-1256/SLQ-25A PMS415 473 1
Transmitter
021C Power Operated Double Drum RL-272(C)/SLQ- PMS415 473 1
Winch (w/Winch Section 25A
Assy & Motor Controller)
021D FOTC Cable PMS415 473 2
021E Towed Body TB-14(A)/SLQ- PMS415 473 2
25A
021F Deleted
021G Deleted
021H Fleet Angle Compensator 1312513 PMS415 473 2
021I Deleted
021J INCO Kit Fairlead Chocks PMS415 473 1
022 Control-Monitor Group OK-454(V)/WSC SPAWAR 441 1
022A Electrical Equipment CY-7970/WSC SPAWAR 441 1
Cabinet
022B Monitor Panel MX-10342/WSC SPAWAR 441 1
022C Data & Control Patch SB-4124/WSC SPAWAR 441 1
Switchboard
022D Multiplexer TD-1271B/U SPAWAR 441 1
022E IF Patch Panel SB-4125/WSC SPAWAR 441 1
023 Glide Slope Indicator MK 1 MOD 0 NAVAIR 588 1
System
024 Wave-Off Light System MK 1 MOD 0 NAVAIR 588 1
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- --- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
020
020A
020B
020C 9/94 8/93
020D
021
021A
021B
021C
021D
021E
021F
021G
021H
021I
021J
022
022A 05/94 12/93
05/94 12/93
022B 05/94 12/93
022C 05/94 12/93
022D 05/94 12/93
022E 05/94 12/93
023
024
6 of 14 10 November 1993
</TABLE>
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ---- -------------------- ---------- ------ ---- ----
<C> <S> <C> <C> <C> <C>
025 Non-Tactical ADP System AN/UYK-62(V)
(SNAP II)
025A Computer System: CPU, CP-1536A(P)/UYK- SPAWAR 493 1
1.5MB Mem, 12MB Vir Mem, 62(V)
IDC, RTC, BBC,
CNP Type 1 CNP Type 2
025B Disk Memory Group OA-9130/UYK-62(V) SPAWAR 493 2
025B1 80 MB Disk Drive RD-510/UYK-62(V) SPAWAR 493 4
025B2 Power Supply PP-7841/UYK-62(V) SPAWAR 493 4
025B3 Disk Cabinet CY-8030/UYK-62(V) SPAWAR 493 2
025C Deleted
025D 9T Magnetic Tape Unit RD-512A/UYK-62(V) SPAWAR 493 1
025E Terminal Group OW-981/UYK-62(V) SPAWAR 493 13
025E1 Terminal IP-1430/UYK-62(V) SPAWAR 493 13
025E2 Keyboard TT-779/UYK-62(V) SPAWAR 493 13
025F Card Reader RP-322/UYK-62(V) SPAWAR 493 1
025G Paper Tape Reader Punch RD-513/UYK-62(V) SPAWAR 493 1
025H Printer, Automatic Data RP-301/UYK-62(V) SPAWAR 493 2
Processing
025I Printer, Automatic Data RP-302/UYK-62(V) SPAWAR 493 5
Processing
025J Printer, Automatic Data RP-302/UYK-62(V) SPAWAR 493 2
Processing
025K Dual Rack (CPU) CY-8029/UYK-62(V) SPAWAR 493 1
025L Compensator, Electrical CN-1569/UYK-62(V) SPAWAR 493 1
025M Compensator, Electrical CN-1572/UYK-62(V) SPAWAR 493 3
025N Compensator, Electrical CN-1570/UYK-62(V) SPAWAR 493 1
025O Compensator, Electrical CN-1638/UYK-62(V) SPAWAR 493 8
025P Interface Paper Tape CV-3882/UYK-62(V) SPAWAR 493 1
026 50 Caliber Machine Gun
026A Mount MK 26 MOD 15 NAVSEA 711 6
026B Gun M2HB NAVSEA 711 6
027 Emergency Escape
Breathing Device
Stowage Containers
027A Shock Rated Containers SUPSHIP 671 51
027B Non-Shock Rated SUPSHIP 671
Containers (1161 Count)
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ---- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
025
5/94
025A 05/94
025B 05/94 5/94
025B1 05/94 5/94
025B2 05/94 5/94
025B3 05/94 5/94
025C 5/94
025D 05/94 5/94
025E 05/94 5/94
025E1 05/94 5/94
025E2 05/94 5/94
025F 05/94 5/94
025G 05/94 5/94
025H 05/94
5/94
025I 05/94
5/94
025J 05/94
5/94
025K 05/94 5/94
025L 05/94 5/94
025M 05/94 5/94
025N 05/94 5/94
025O 05/94
025P 05/94
026 02/95 6/94 3/95 2/95
026A 06/94 03/95 03/95 3/95
026B
027
</TABLE>
7 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT -- SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- ------------------------- ---------------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
028 50 Foot Utility Boat
028A Utility Boat MK7 PMS300 583 1
028B Receiver-Transmitter AN/VRC-46A SUPSHIP 583 2
028B1 Receiver-Transmitter RT-524A/VRC SUPSHIP 583 2
028B2 Mounting Base MT-1029/VRC SUPSHIP 583 2
028B3 Handset H-250/U SUPSHIP 583 2
028B4 Antenna AS-1729/VRC
029 Closed Circuit Television AN/UXQ-TBD(V) NBS 434 1
Entertainment & Training
System, Site 300
029A TV Set TBD NBS 434 16
030 Wind Speed and Direction
Indicating System
030A Wind Direction and TYPE F NAVAIR 437 2
Speed Detector
030B Wind Direction and TYPE F NAVAIR 437 1
Speed Transmitter
030C Wind Direction and TYPE F NAVAIR 437 10
Speed Indicator
031 Air Search Radar AN/SPS-49(V)5
031A01 Monitor Test Set AN/SPM-23A NAVSEA 451 1
031A02 Auxiliary Antenna AS-3077/SP NAVSEA 451 2
031A03 Auxiliary Antenna AS-3078/SP NAVSEA 451 1
031A04 Auxiliary Antenna AS-3079/SP NAVSEA 451 1
031A05 Antenna Group AS-3263/SPS-49(V) NAVSEA 451 1
031A06 Ant Heater Ind Light B-41/A NAVSEA 451 2
031A07 OSC Alarm Ind Light B-41/A NAVSEA 451 1
031A08 Over Temp Alarm Buzzer BZ-221/U NAVSEA 451 2
031A09 Control Indicator C-9734/SPS/49(V) NAVSEA 451 1
031A10 Voltage Controller C-9735/SPS-49(V) NAVSEA 451 1
031A11 Radar Set Control C-10939/SPS-49(V) NAVSEA 451 1
031A12 Voltage Regulator Assy CN-1446/SPS-49(V) NAVSEA 451 1
031A13 Directional Coupler CU-2133/SP NAVSEA 451 1
031A14 Directional Coupler CU-2134/SP NAVSEA 451 1
031A15 Radio Freq Reflection CU-2136/SP NAVSEA 451 1
Isolator
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
028
028A 04/94 09/95 4/94 9/95
028B
028B1 09/95 12/94 9/95
028B2 12/94 09/95 12/94 9/95
028B3 12/94 09/95 9/95
028B4 09/95 9/95
029
029A 10/93 6/94 04/95 AT AT
030
030A
030B
030C 9/94 1/94
031
031A01 05/94 11/93
031A02 05/94 11/93
031A03 05/94 11/93
031A04 05/94 11/93
031A05 05/94 11/93
031A06 05/94 DELETE
031A07 05/94 DELETE
031A08 05/94 11/93
031A09 05/94 11/93
031A10 05/94 11/93
031A11 05/94 11/93
031A12 05/94 11/93
031A13 05/94 11/93
031A14 05/94 11/93
031A15 05/94 11/93
</TABLE>
NOTE: AT = 30 days prior to Acceptance Trials
8 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT -- SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- ------------------------- ---------------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
031A16 Elex Freq Converter CV-3689/SPS-49(V) NAVSEA 451 1
031A17 Signal Data Processor CV-3690/SPS-49(V) NAVSEA 451 1
031A18 Electrical Dummy Load DA-668/SP NAVSEA 451 1
031A19 IFF Band Pass Filter F-1397/SP NAVSEA 451 1
031A20 Low Pass Filter F-1399/SP NAVSEA 451 1
031A21 Centrifugal Pump HD-977/SP NAVSEA 451 2
031A22 Dehydrator Unit HD-979/SP NAVSEA 451 1
031A23 Water Demineralizer HD-994/SP NAVSEA 451 1
031A24 Alarm Buzzer IC/ZIS4 NAVSEA 451 1
031A25 Indicator Monitor ID-2003/SPS-49(V) NAVSEA 451 1
031A26 Distribution Box J-3311/SP NAVSEA 451 1
031A27 Coolant Level Switch MX-9657/SP NAVSEA 451 1
031A28 Radio Freq Circulator MX-9960/SP NAVSEA 451 1
031A29 Motor Generator Set PU-767/S NAVSEA 451 1
031A30 Radar Receiver R-2199/SPS-49(V) NAVSEA 451 1
031A31 Waveguide Switch SA-2028/SP NAVSEA 451 1
031A32 Antenna Safety Switch SA-2029/U NAVSEA 451 1
031A33 Starter Motor SA-2030/S NAVSEA 451 2
031A34 Transmitter Assembly T-1297A/SPS-49(V) NAVSEA 451 1
031A35 ISO XFMR 440, 60HZ TF-575/SP NAVSEA 451 3
031A36 Band Pass Filter, IFF F-1398/SP NAVSEA 451 1
032 TACAN System
032A TACAN AN/URN-25 NAVAIR 423
032A1 Transponder Group OX-52/URN-25 NAVAIR 423 1
032A2 Control-Indicator C-10363/URN-25 NAVAIR 423 1
032B TACAN Antenna Group OE-273A(V)/URN NAVAIR 423
032B1 Control-Indicator C-10328A/URN NAVAIR 423 1
032B2 Antenna AS-3240A/URN NAVAIR 423 1
033 Chemical Warfare AN/KAS-1 NAVSEA 491 2
Directional Detector
034 Deleted (SEE 054)
034A Deleted
034B Deleted
034B1 Deleted
034B2 Deleted
034C Deleted
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ----------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
031A16 05/94 11/93
031A17 05/94 11/93
031A18 05/94 11/93
031A19 05/94 11/93
031A20 05/94 11/93
031A21 05/94 11/93
031A22 05/94 DELETE
031A23 05/94 11/93
031A24 05/94 11/93
031A25 05/94 11/93
031A26 05/94 11/93
031A27 05/94 11/93
031A28 05/94 11/93
031A29 05/94 11/93
031A30 05/94 11/93
031A31 05/94 11/93
031A32 05/94 11/93
031A33 05/94 11/93
031A34 05/94 11/93
031A35 05/94 11/93
031A36 05/94 11/93
032A
032A1 01/95 12/93
032A2 01/95 12/93
032B 01/95 12/93
032B1 01/95 12/93
032B2 01/95 12/93
01/95
033 C&F
</TABLE>
9 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- --------------------- ---------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
034D Deleted
034D1 Deleted
034D2 Deleted
034D3 Deleted
034D4 Deleted
034E Deleted
034F Deleted
035 Multi-Channel Telegraph AN/UCC-1D(V)(R-4) SPAWAR 441 1
Terminal
036 Deleted (SEE 055)
037 Deleted (SEE 056)
037A Deleted
037B Deleted
038 Quality Monitoring System AN/SSQ-888 SPAWAR 440 1
039 Communications Receiver R-2368A/URR SPAWAR 441 16
040 Transmitting Set, Radio AN/URT-23D SPAWAR 441 9
041 Deleted
042 RADDS
042A Analog Digital Converter CV/3989/SP NAVSEA 451 3
042B Azimuth-Range Indicator AN/SPA-25G NAVSEA 451 5
Qty: 2 Sit-Down
3 Stand-Up
042C Radar Distribution Swbd SB-4229/SP SPAWAR 445 1
043 Converter-Comparator GP AN/URA-17F SPAWAR 445 6
043A Signal Data Converter CV/35108/UG SPAWAR 445 12
044 Chronometers - Size 85 NAVSEA 421 3
045 Amplifier, RF AM-2123A(V)/U SUPSHIP 441 4
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ----------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
034D
034D1
034D2
034D3
034D4
034E
034F
035 05/94 12/93
036
037
037A
037B
038 05/94 12/93
039 05/94 7/93
040 05/94 11/93
041
042
042A
042B
042C
043
043A
044
045 05/94 11/93
</TABLE>
10 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- ------------------------- ---------------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
0046 Frequency Time Standard AN-URQ-23 SPAWAR 441 *2
*(Qty 1 for LSD-51 Only)
047 Recorder-Reproducer RD-397B(V)3/U SPAWAR 445 2
048 RADIAC Allowance
048A Survey Meter, Beta-Gamma, AN/PDR-27S CEL-R 491 8
Low Range
048B Survey Meter, Beta-Gamma, AN/PDR-43 CEL-R 491 8
High Range
048C Radiac Set AN/PRD-65A CEL-R 491 2
048D Dosimeter, Casualty Dose, DT-60/PD CEL-R 491 395
Non-Indicating
048E Reader, Casualty Dosimeter CP-95A/PD CEL-R 491 3
048F Dosimeter, High Dose, IM-143/PD CEL-R 491 36
Indicating
048G Dosimeter Charger PP-4276/PD CEL-R 491 2
049 Deleted
050 Launching System MK 50 MOD 1 NAVSEA 474
(AN/SLQ-49 Inflatable
Decoy)
050A Launcher MK 166 MOD 0 NAVSEA 474 4
051 Digital Communications AN/PSC-2 SPAWAR 416 7
Terminal (DCT) with
Battery Well Adapter
052 PSC-2 Program Entry Device MU-848/PSC-2 SPAWAR 416 2
11 of 14
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ----------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
0046 *10/94 10/94
047
048
048A
048B
048C
048D
048E
048F
048G
049
050
050A 07/94 11/94 7/94 11/94
051 04/95 4/95
052 04/95 4/95
</TABLE>
10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ---- -------------------- ---------- ------ ---- ----
<C> <S> <C> <C> <C> <C>
053 Security Equipment
053A Deleted
053A1 Deleted
053B Deleted
053C Deleted
053D Security Equipment TSEC/KG-36-4 DCMS 446 1
053E Security Equipment TSEC/KY-58 DCMS 446 16
053E1 Line Interface Unit HYX-58/TSEC DCMS 446 16
053F Backplane HNF-2A SPAWAR 446 6
053F1 Shipboard Mount MT-4841/U SPAWAR 446 6
053G ANDVT TACTERM AN/USC-43(V)1 SPAWAR 446 8
053G1 Basic Terminal Unit CV-3591(P)/U SPAWAR 446 8
053G2 COMSEC Module KYV-5/TSEC DCMS 446 8
053H Blackplane HNF-3 SPAWAR 446 5
053H1 Shipboard Mount MT-4841/U SPAWAR 446 5
053J Accessory Kit MK-1955/USC SPAWAR 446 10
053K Security Equipment TSEC/KWR-46 DCMS 446 5
053L Backplane HNF-1 SPAWAR 446 3
053L1 Shipboard Mount MT-4841/U SPAWAR 446 3
053M Security Equipment TSEC/KG-84C DCMS 446 5
053N Ship Mount w/KG-84 MT-4841/KG-84BP SPAWAR 446 3
Backplane
053P Converter Interface Unit CV-3971/S SPAWAR 446 3
(CIU) w/Mounting Assy
053Q Deleted
053R Crypto Computer KIR-1A/TSEC DCMS 446 2
053S Crypto Computer KIT-1A/TSEC DCMS 446 1
053T Crypto Code Keyer KIK-1B/TSEC DCMS 446 1
054 UHF SATCOM Equipment
054A UHF SATCOM Radio Group AN/WSC-3(V)15 SPAWAR 441 2
054A1 Radio Transceiver RT-1107/WSC-3(V)15 SPAWAR 441 2
054A2 Modem Control Indicator C-9899/WSC-3(V) SPAWAR 441 2
054A3 Remote Control Unit C-9351A/WSC-3(V) SPAWAR 441 2
054B Communications Control OK-367/WSC-3 SPAWAR 441 1
Group
054B1 Mount MT-4925/WSC-3 SPAWAR 441 1
054B2 Switching Unit SA-2182/WSC-3 SPAWAR 441 1
054B3 Interconnection Box J-3532/WSC-3 SPAWAR 441 1
054C Antenna Group OE-82C/WSC-1(V) SPAWAR 441 1
054C1 Amplifier AM-6691A/WSC-1(V) SPAWAR 441 2
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ----- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
053
053A
053A1
053B
053C
053D 02/94 11/94 08/95 BT BT BT
053E 02/94 11/94 08/95 BT BT BT
053E1 02/94 11/94 08/95 BT BT BT
053F 11/94 08/95 BT BT
053G 11/94 08/95 BT BT
053G1 11/94 08/95 BT BT
053G2 02/94 11/94 08/95 BT BT BT
053H 11/94 08/95 BT BT
053H1 11/94 08/95 BT BT
053J 02/94 11/94 08/95 BT BT BT
053K 11/94 08/95 BT BT
053L 11/94 08/95 BT BT
053L1 11/94 08/95 BT BT
053M 02/94 11/94 08/95 BT BT BT
053N 11/94 08/95 BT BT
053P 11/94 08/95 BT BT
053Q
053R 02/94 11/94 08/95 BT BT BT
053S 02/94 11/94 08/95 BT BT BT
053T 02/94 11/94 08/95 BT BT BT
</TABLE>
12 of 14 10 November 1993
NOTE: BT = Install 30 days prior to Builder's Trial
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- -------------------- ---------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
054C2 Controller C-9597A/WSC-1(V) SPAWAR 441 1
054C3 Switching Unit, RF SA-2000A/WSC-1(V) SPAWAR 441 1
054C4 Antenna AS-3018A/WSC-1(V) SPAWAR 441 2
054D Amplifier Converter AM-6534/SSR-1A SPAWAR 441 1
055 ANDVT (SVT) Security
Equipment
055A Basic Terminal Unit CV-3591(P)/U SPAWAR 446 1
055A1 COMSEC Module KYV-5/TSEC DCMS 446 1
056 UHF Line of Sight (LOS)
Equipment
056A UHF LOS Transceiver Group AN/WSC-3(V)7
056A1 Transceiver RT-1107(V)7/WSC-3(V) SPAWAR 441 8
056A2 Control Indicator C-9351A/WSC-3(V) SPAWAR 441 6
056B Mount MT-6069A/WSC-3(V) SPAWAR 441 2
057 Equipment Cabinet CY-7942/U SPAWAR 441 5
w/Shock Mounts
058 HF/VHF Radio Transceiver
Group
058A Radio Set AN/URC-94(V)2 SPAWAR 441 10
058A1 Receiver/Transmitter RT-1230(V)2/URC-94 SPAWAR 441 10
058B Relay Chassis MT-6507(P)U SPAWAR 441 2
058B1 Power Supply Module PP-8199/U SPAWAR 441 10
058B2 Relay Chassis RA-111F1 SPAWAR 441 2
059 HF Radio Receiver Group AN/URR-79(V)1
059A HF Radio Receiver R-2368A/URR SPAWAR 441 1
059B Remote Control Unit C-11891/G SPAWAR 441 1
060 Remote Programming Unit CD-1/STQ SPAWAR 441 1
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51 LSD-49 LSD-50 LSD-51
- ----------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
054C2
054C3
054C4
054D
055
055A
055A1 02/94 11/94 08/95 BT BT BT
056
056A
056A1
056A2
056B
057 12/93 11/93
058
058A
058A1
058B
058B1
058B2
059
059A
059B
060 SP&WT SP&WT
</TABLE>
NOTE: BT = Install 30 days prior to Builder's Trial.
13 of 14 10 November 1993
<PAGE>
GOVERNMENT FURNISHED EQUIPMENT - SCHEDULE A
LSD-49/50/51
<TABLE>
<CAPTION>
ITEM QTY.
NO. MATERIAL DESCRIPTION IDENT. NO. SOURCE SWBS SHIP
- ----------- ------------------------- ---------------- ------- ---- ----
<C> <S> <C> <C> <C> <C>
061 CAPDS (Chemical Agent
Point Detection System) MK 21 MOD 1 NAVSEA 491 1
061A TBU (Through Bulkhead
Unit Port and Stbd) NAVSEA 491 2
061B Ionization Detection Unit
(Port and Stbd)
061B1 Ionization Detection Unit NAVSEA 491 2
061B2 Power Supply NAVSEA 491 2
061B3 Mount NAVSEA 491 2
061C Remote Control Unit (DCC) NAVSEA 491 2
061D Remote Status Indicator
Unit (Bridge) NAVSEA 491 1
</TABLE>
<TABLE>
<CAPTION>
ITEM RDD RDD RDD
NO. LSD-49 LSD-50 LSD-51
- ----------------- ------ ------ ------
<S> <C> <C> <C>
061
061A
061B
061B1
061B2
061B3
061C
061D
</TABLE>
14 of 14 10 November 1993
<PAGE>
<TABLE>
<CAPTION>
=================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPPLEMENT TOTAL
SUBMISSION TOTAL SUBMITTAL REQUESTED AS
DATE DATE REVISED BY
SUPPLEMENTS
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
NEW CONST. SHIPYARDS 1. Late Delivery of $ 38,736,256 07/02/92 $ 36,669,986
DIVISION PennShip Material 01/10/92
2. Bid Overhead 02/20/92 $ 91,768,275 (1) 06/26/92 (1) $92,385,009
3. T-AGS Priority 06/10/92 $160,447,200 (2) 11/24/92 (2) $162,981,663
4. Late Response to 07/23/92 $ 8,848,596 11/05/92 NO CHANGE
Eng Action Items - LSD
(CV)
5. Contract Deviations 07/23/92 $ 2,628,958 11/05/92 NO CHANGE
6. T-AGS Engineering 07/23/92 $ 2,663,044 11/05/92 NO CHANGE
7. T-AO Post Delivery 10/12/92 $ 739,340 NONE NO CHANGE
=================================================================================================================
NAVY REPAIR SHIPYARDS 1. Radford ROH 04/18/91 $ 11,521,741 NONE NO CHANGE
DIVISION
2. Caron ROH 01/17/92 $ 6,478,745 NONE NO CHANGE
3. Boone ROH 07/31/92 $ 2,145,755 NONE NO CHANGE
4. Hall ROH 07/31/92 $ 2,189,741 NONE NO CHANGE
=================================================================================================================
</TABLE>
(1) Agreed to include any affects of the "revised quantification model"
submitted to DCAA via Serial No. CA-DVHD-055-REK dated July 21, 1992
($129,231,507).
(2) By Supplements dated June 8, 1993 and November 15, 1993, as certified on
December 3, 1993 and December 30, 1993, the total requested as revised by
these Supplements is $228,523,000. Agreed to include any affects of HMR
34 and HMR 35; certitied via Serial No. CA-LSD/CV-419-JCM dated August
20, 1993.
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPPLEMENT SUPPLEMENT TOTAL
SUBMISSION DATE TOTAL SUBMITTAL DATE TOTAL REQUESTED
AS REVISED BY
SUPPLEMENT
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
MHC - GRP DIVISION 1. REA #1 (MHC 53) 06/27/91 $4,856,803.00 07/31/92 $2,376,024.00 $7,032,827.00
89-C-2162 MHC53-2116-MLB MHC53-3111-GJB
2. REPAIR OF VOIDS 07/02/92 $2,541,898.00 NONE N/A NO CHANGE
(MHC-53) MHC53-3064-GJB
89-C-2162
3. INSTALLATION & 08/12/92 $ 575,497.00 NONE N/A NO CHANGE
REMOVAL OF JIGS MHC54-0391-GJB
(MHC 54, 56, &
57) 89-C-2304
4. MAIN ENGINE 06/07/93 $ 650,383.00 NONE N/A NO CHANGE
BASE FRAMES (MHC MCH53-3482-KBD
53) 89-C-2162
5. MAIN ENGINE 06/07/93 $ 80,728.00 NONE N/A NO CHANGE
BASE FRAMES MHC54-0516-KBD
(MHC 54, 56, &
57) 90-C-2304
====================================================================================================================================
LCAC - AGM DIVISION 1. PREP OF TECHNICAL 09/17/92 $1,223,288.00 07/13/93 $374,966.00 $1,598,254.00
MANUALS 175-5387 175-5551
87-C-2089
2. PREP OF TECHNICAL 09/25/92 $ 417,168.00 07/13/93 $293,028.00 $710,196.00
MANUALS FLT3-3069 FLT3-4047
89-C-2110
3. PREP OF TECHNICAL 09/09/92 $ 987,347.00 NONE N/A NO CHANGE
MANUALS LCAC-3146
85-C-2148
4. PREP OF TECHNICAL 09/11/92 $1,795,950.00 07/13/93 $842,126.00 $2,638,076.00
MANUALS LCAC-3147 LCAC-3210
85-C-2148
5. WRONGFUL 07/20/92 $ 248,674.00 08/02/93 $121,517.00 $370,191.00
REJECTION OF FLT3-3092 FLT3-4102
DELIVERY
89-C-2110
===================================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ------------------------------------------------------------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE 4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
YR. MO. DA.
N0002488C2048 P00029 93 12 31 N0002494NR N00024
- ------------------------------------------------------------------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14. 15. ACCOUNTING DATA
A REFERENCE A. B. C. D. E. BCN F. G. H. I. J. COST CODE
C DOCUMENT REF CLIN SLIN QTY UNIT OBJ PROJ.
T NUMBER ACRN APPROPRI- SUB- CLASS PARM RM SA AAA TT PAA UNIT MCC PDLL&S
C ACRN ATION HEAD K. OTHER THAN NAVY ACCOUNTING DATA
O
D
E
- ------------------------------------------------------------------------------------------------------------------------------------
<C><S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C><C> <C> <C> <C> <C> <C>
D N0002493AFT8371 0016 AA AR 1731693 8371 000 WA WCT 0 068342 2D 000000 21852 215 0001
A N0002493AFT8371 0001 AR 1731693 8371 000 WA WCT 0 068342 2D 000000 21852 215 0001
D N0002493AFT8371 0016 AB AS 1731696 8371 000 WA WCT 0 068342 2D 000000 21880 215 0001
A N0002493AFT8371 0002 AS 1731693 8371 000 WA WCT 0 068342 2D 000000 21880 215 0001
D N0002493AFT8371 0016 AC AT 1731696 8371 000 WA WCX 0 068342 2D 000000 21958 215 0001
A N0002493AFT8371 0002 AT 1731696 8371 000 WA WCX 0 068342 2D 000000 21958 215 0001
</TABLE>
<TABLE>
<CAPTION>
- -----------------------
16.
AMOUNT
- -----------------------
<S> <C>
$ -6,625,656.00
$ 6,626,656.00
- -----------------------
0.00
$ -6,290,428.00
$ 6,290,428.00
- -----------------------
0.00
$ -5,758,911.00
$ 5,758,911.00
- -----------------------
0.00
TOTAL $ 0.00
- ------------------------------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
IN AMOUNTS SHOWN IN COLUMN 16 ABOVE MR. T.K. PARKER /s/ Todd K. Parker JAN 19 1994
BY DIRECTION OF
CAPT. T.J. BARNETT
DEPUTY COMMANDER/COMPTROLLER
====================================================================================================================================
</TABLE>
NAVSEA 7300/17 (REV 7-90) (Supersedes NAVMAT 7300/10)
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ------------------------------------------------------------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE 4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
YR. MO. DA.
N0002488C2048 P00029 93 12 31 N0002494NR N00024
- ------------------------------------------------------------------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14. 15. ACCOUNTING DATA
A REFERERENCE A. B. C. D. E. BCN F. G. H. I. J. COST CODE
CC DOCUMENT REF CLIN SLIN QTY UNIT OBJ PROJ.
TO NUMBER ACRN APPROPRI- SUB- CLASS PARM RM SA AAA TT PAA UNIT MCC PDLI&S
D ACRN ATION HEAD K OTHER THAN NAVY ACCOUNTING DATA
E
- ------------------------------------------------------------------------------------------------------------------------------------
<C><S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C><C> <C> <C> <C> <C> <C>
A N0002494AFT8371 0001 DA 1741696 8371 000 WA WCT 0 068342 2D 000000 21852 215 0000
A N0002494AFT8371 0002 DB 1741697 8371 000 WA WCT 0 068342 2D 000000 21880 215 0000
A N0002494AFT8371 0003 DC 1741697 8371 000 WA WCX 0 068342 2D 000000 21858 215 0000
A N0002488AFT8371 0001 DE 1781611 8371 000 WA WCB 0 068342 2D 000000 21852 215 0000
A N0002493AFT8371 0002 DS 1731696 8371 000 WA WCT 0 068342 2D 000000 21880 215 0000
</TABLE>
<TABLE>
<CAPTION>
- ------------------------
16.
AMOUNT
- ------------------------
<S> <C>
$ 28,250,000.00
$ 30,300,000.00
$ 19,189,290.00
$ 11,906,310.00
$ 6,760,610.00
- ------------------------
TOTAL $ 96,406,210.00
- ------------------------------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
IN AMOUNTS SHOWN IN COLUMN 16 ABOVE MR. T.K. PARKER /s/ Todd K. Parker JAN 19 1994
BY DIRECTION OF
CAPT. T.J. BARNETT
DEPUTY COMMANDER/COMPTROLLER
====================================================================================================================================
NAVSEA 7300/17 (REV 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE L
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 5
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00020
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
30 DEC 93
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-94-FR-91567
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
4-303-91567
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL:LCDR MARK HUNTER, SEA 02223
2531 JEFFERSON DAVIS HWY
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-3102
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE N03124
SUPERVISOR OF SHIPBUILDING,
CONVERSION AND REPAIR,USN
NEW ORLEANS, LA 70146
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
CEC NO: 60004899F
AVONDALE INDUSTRIES, INC.
GRP DIVISION
P.O.. BOX 2309
GULFPORT, MS 39505
TIN NO. 391097012
- --------------------------------------------------------------------------------
CAGE CODE: ICC97 FACILITY CODE:
- --------------------------------------------------------------------------------
9A. ADMENDMENT OF SOLICITATION NO.
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
X N00024-89-C-2162
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
89 OCT 03
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO ADMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers___ is extended, ___ is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning ____ copies of the
amendments acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change my be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See Attached
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(B)
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
THE CHANGES CLAUSE AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document
and return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
ALBERT L. BOSSIER, JR.
PRESIDENT AND CEO
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Albert L. Bossier, Jr
----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
12/30/93
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
STEPHEN J. FILAN
CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
BY /s/ Stephen J. Filan
------------------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
1-25-94
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- --------------------------------------------------------------------------------
<PAGE>
Page 2 of 5
WHEREAS, Avondale Industries, Inc. (AII) (the Contractor) has submitted numerous
Requests for Equitable Adjustments (REAs) to the pricing and delivery schedules
for this Contract N00024-89-C-2162 and other Navy Contracts, as updated and
supplemented by additional submissions and representations at various times
listed in Attachment A hereto; and
WHEREAS, the Contractor has certified the REAs and all supporting data in
accordance with the requirements of the Truth in Negotiations Act, 10 U.S.C.
2306a, Section(c)(1) of the Contracts Disputes Act of 1978 (41 U.S.C. 605(c)(1),
and P-L 95-485, Section 813; and
WHEREAS, the parties hereto desire to effect the full and final settlement
of all the REAs listed in Attachment A hereto which arose out of or relate to
this contract; and
WHEREAS, the Contractor agrees that this settlement includes a full and final
release of REAs, claims, requests for reformation, requests for rescission and
any other request for relief including any and all past, present and potential
future requests for equitable adjustments, claims, causes of action, suits,
damages, demands, costs, expenses, liabilities and other obligations of any
kind whatsoever, direct or indirect, fixed or contingent, in law or in equity
(collectively referred herein as "claims") which the Contractor now has or which
may arise in the future and which are based in whole or in part on facts or
events which the Contractor knows, or should have known, existing on or prior to
the date of this modification with respect to the REAs and REA Supplements
listed in Attachment A; and,
NOW THEREFORE, in order to fully and finally settle all issues with respect to
the REAs and REA Supplements listed in Attachment A; the parties agree as
follows:
1. As a result of the settlement, the target cost, target profit, target price
and ceiling price are increased as follows:
Clin 0001 Target Cost $4,500,000
Target Price $4,500,000
Ceiling Price $5,850,000
2. Under Section H: SPECIAL CONTRACT CLAUSES, Clauses H-11, the delivery date
for MHC-53 is established as 17 March 1995.
<PAGE>
Page 3 of 5
3. The parties hereto have negotiated this modification on the basis that all
matters which do or could give rise to Contractor entitlement, to schedule
and/or price adjustments, to the extent based on events included or depicted in
the REAs and/or REA Supplements related to this contract and listed in
Attachment A, whether known or should have been known, and whether or not
actually discussed by the parties during negotiations, have been included and
incorporated into this agreement. The price and schedule adjustments herein,
constitute the sole adjustments to which the contractor is entitled on account
of any and all REAs, and REA Supplements related to this contract and listed in
Attachment A, any and all impact, including all delay and disruption, whether
local or cumulative.
4. RELEASE
a. As used in this paragraph 4:
(1) "Events" refer to any contract modification, any Government breach,
any Government tort, any change order, any stop work order, any suspension of
work, any acceleration order, any Government action or omission pertaining to
Government property or information, and any other occurrence, action or
omission (whether fortuitous or accidental, of or by the Government,
Contractor or third party) to the extent included or depicted in the REAs
and/or REA Supplements listed in Attachment A.
(2) "Covered Events" refer to "Events" occurring on or before the
effective date of this modification, whether formal or constructive, which
were known or should have been known by the Contractor on the effective date
of this modification, whether or not such events were discussed between the
parties, all of which events: (i) arise out of or under or are in any way
related to this contract and affect this contract, or (ii) arise out of or
under or are in any way related to this contract and affect any other contract
between the Contractor and the Government, or (iii) arise out of or under or
are in any way related to any other contract between the Contractor and the
Government or the Contractor and any third party and affect this contract but
only to the extent of the effect on this contract.
(3) "Costs" include, but is not limited to, any or all:
(i) direct performance (hardcore) and material costs;
(ii) indirect costs;
(iii) delay and disruption costs including local, cumulative, and any other
type;
(iv) overhead costs;
(v) costs associated with dislocation, accelerations, and inefficiencies
in performance;
<PAGE>
Page 4 of 5
(vi) interest costs and other consideration for financing;
(vii) costs for preparing proposals, claims, and requests for equitable
adjustment; and
(viii) subcontract costs.
b. In consideration for the provisions of this modification, the
Contractor, for itself, its successors, assigns, vendors, suppliers, and
subcontractors hereby remises, releases, and forever discharges the Government,
its officers, agents, and employees from (i) any or all actual or potential
entitlement of the Contractor to an equitable adjustment of the price and/or
delivery schedule of this contract by reason of Covered Events, or the impact of
Covered Events, (ii) any or all actual or potential liabilities to the
Contractor for money damages and/or other relief for Covered Events or the
impact of Covered Events upon this contract, (iii) any and all actual or
potential entitlement of the Contractor to an equitable adjustment of the price
and/or delivery schedule of any other Government contract or any contract
between the Contractor and any third party by reason of Covered Events or the
impact of Covered Events, and (iv) any and all actual or potential liabilities
to the Contractor for money damages and/or other relief under or relating to any
other Government contract or any contract between the Contractor and any third
party for Covered Events, or for the impact of Covered Events, arising under or
related to this contract. By this release, the Contractor does not release
claims under any other Government contract for Covered Events solely arising
under, or relating to, such other Government contract to the extent they do not
affect this contract.
c. The Contractor hereby confirms and acknowledges that in agreeing to the
terms of this modification, it is releasing all rights to any entitlement for
any and all costs under, and any and all impacts upon this contract or any other
contract by reason of Covered Events, whether or not such costs and impacts of
Covered Events are known or should have been known or should have been
foreseeable as of the effective date of this modification, whether or not such
costs and impacts of Covered Events have been discussed with, or for any reason
reserved for future discussion with the Government, or have been made the basis
for other assertions of claims or requests for equitable adjustment, whether or
not such costs or impacts of Covered Events were, or are, incurred and
sustained, respectively, before, on, or after the effective date of this
modification, and whether or not such costs and impacts of Covered Events are
caused directly by, indirectly by, cumulatively by, or in consequence of any of
the Covered Events.
d. The Contractor's release set forth in this provision is complete and
final, no rights are reserved under this modification
<PAGE>
Page 5 of 5
and, in any event, any and all such rights shall be deemed to have been waived
without exception. Nothing set forth herein shall in any way affect or operate
to reserve any item covered by another release executed by the Contractor either
prior to, concurrent with, or subsequent to the date of the execution of this
modification nor shall anything set forth herein in any way affect the operation
of any statute, including but not limited to 10 USC 2405.
5. The parties agree that the retentions against this contract shall remain at
the current level and that five percent (5%) of all amounts paid as a result of
this modification shall be added to the current retentions.
6. The Contractor agrees that all amounts that were made available to be paid
as extraordinary contractual relief will solely "revert to the Government". The
total amount that was made available for payment as extraordinary contractual
relief under this contract (N00024-89-C-2162) by modification P00012 is
$3,478,203. For the purposes of this modification "revert to the Government"
consists of the remittance of amounts previously paid to the Contractor and the
de-obligation of the unexpended amounts under this CLIN 0010. Payment
(remittance) shall be made by the Contractor to the Government within 20 working
days from the effective date of this modification. The de-obligation of the
unexpended amounts under this CLIN 0010 is effected by this modification. The
specific amount(s) de-obligated is shown on the attached financial accounting
data sheet.
7. Except as modified herein, all other terms and conditions, as heretofore
changed remain unchanged and in full force and effect.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
<TABLE>
<CAPTION>
================================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPLEMENT TOTAL
SUBMISSION TOTAL SUBMITTAL REQUESTED AS
DATE DATE REVISED BY
SUPPLEMENTS
<S> <C> <C> <C> <C> <C>
NEW CONST. SHIPYARDS 1. Late Delivery of PennShip 01/10/92 $38,736,256 07/02/92 $36,669,986
DIVISION Material
2. Bid Overhead 02/20/92 $91,768,275 (1) 06/26/92 (1) $92,385,009
3. T-AGS Priority 06/10/92 $160,447,200 (2) 11/24/92 (2) $162,981,663
4. Late Response 07/23/92 $8,848,596 11/05/92 NO CHANGE
to Eng Action
Items-LSD (CV)
5. Contract 07/23/92 $2,628,958 11/05/92 NO CHANGE
Deviations
6. T-AGS 07/23/92 $2,663,044 11/05/92 NO CHANGE
Engineering
7. T-AO Post 10/12/92 $739,340 NONE NO CHANGE
Delivery
NAVY REPAIR SHIPYARDS 1. Radford ROH 04/18/91 $11,521,741 NONE NO CHANGE
DIVISION
2. Caron ROH 01/17/92 $6,478,745 NONE NO CHANGE
3. Boone ROH 07/31/92 $2,145,755 NONE NO CHANGE
4. Hall ROH 07/31/92 $2,189,741 NONE NO CHANGE
</TABLE>
================================================================================
(1) Agreed to include any affects of the "revised quantification model"
submitted to DCAA via Serial No. CA-OVHD-055-REK dated July 21, 1992
($129,231,507).
(2) By Supplements dated June 8, 1993 and November 15, 1993, as
certified on December 3, 1993 and December 30, 1993, the total
requested as revised by these Supplements is $228,523,000. Agreed
to include any affects of HMR 34 and HMR 35; certified via Serial
No. CA-LSD/CV-419-JCM dated August 20, 1993.
ATTACHMENT A
PAGE 1 OF 2
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPPLEMENT SUPPLEMENT TOTAL
SUBMISSION TOTAL SUBMITTAL TOTAL REQUESTED AS
DATE DATE REVISED BY
SUPPLEMENT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MHC--GRP DIVISION 1. REA #1 (MHC 53) 06/27/91 $4,856,803.00 07/31/92 $2,376,024.00 $7,032,827.00
89-C-2162 MHC53-2116-MLB MHC53-3111-GJB
- ----------------------------------------------------------------------------------------------------------------------------------
2. REPAIR OF VOIDS (MHC-53) 07/02/92 $2,541,898.00 NONE N/A NO CHANGE
89-C-2162 MHC53-3064-GJB
- ----------------------------------------------------------------------------------------------------------------------------------
3. INSTALLATION & REMOVAL 08/12/92 $ 575,497.00 NONE N/A NO CHANGE
OF JIGS (MHC 53, 56, & 57) MHC54-0391-GJB
89-C-2304
- ----------------------------------------------------------------------------------------------------------------------------------
4. MAIN ENGINE BASE FRAMES 06/07/93 $ 650,383.00 NONE N/A NO CHANGE
(MHC 53) MCH53-3482-KBD
89-C-2162
- ----------------------------------------------------------------------------------------------------------------------------------
5. MAIN ENGINE BASE FRAMES 06/07/93 $ 80,728.00 NONE N/A NO CHANGE
(MHC 54, 56, & 57) MHC54-0516-KBD
90-C-2304
==================================================================================================================================
LCAC--AGM DIVISION 1. PREP OF TECHNICAL 09/17/92 $1,223,288.00 07/13/93 $374,966.00 $1,598,254.00
MANUALS 175-5387 175-5551
87-C-2089
- ----------------------------------------------------------------------------------------------------------------------------------
2. PREP OF TECHNICAL 09/25/92 $ 417,168.00 07/13/93 $293,028.00 $710,196.00
MANUALS FLT3-3069 FLT3-4047
89-C-2110
- ----------------------------------------------------------------------------------------------------------------------------------
3. PREP OF TECHNICAL 09/09/92 $ 987,347.00 NONE N/A NO CHANGE
MANUALS LCAC-3146
85-C-2148
- ----------------------------------------------------------------------------------------------------------------------------------
4. PREP OF TECHNICAL 09/11/92 $1,795,950.00 07/13/93 $642,126.00 $2,638,076.00
MANUALS LCAC-3147 LCAC-3210
85-C-2148
- ----------------------------------------------------------------------------------------------------------------------------------
5. WRONGFUL REJECTION 07/20/92 $ 248,674.00 08/20/93 $121,517.00 $370,191.00
OF DELIVERY FLT3-3092 FLT3-4102
89-C-2110
==================================================================================================================================
</TABLE>
ATTACHMENT A
PAGE 2 OF 2
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
-------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N00024-89-C-2162 P00020
--------------------------- --------------- ------- ---- ------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC.
N00024-94-FR-91567 N/A
--------------------------- --------------- ---------------- ---------------
8. 9. 10. 11. 12. 13. 14. 15. ACCOUNTING DATA
A REFERENCE --------------------
C DOCUMENT REF CLIN SLIN QTY UNIT A. B. C.
T NUMBER ACRN ACRN APPRN SUBHD
C
D.
--- ------------ ------- ---- ------ ---- ----- ----- ----- -------
A N0002494AFT8487 0001 AG 1741694 8487
A N0002494AFT8487 0001 AH 1741695 8487
C N0002492AFT8487 0010 AA AD 1721695 8487
-------------------- ------------------------------------------------
8. 9. 15. ACCOUNTING DATA
A REFERENCE ------------------------------------------------
C DOCUMENT D. OBJ E. BCN F. G. H. I.
T NUMBER CLASS PARM RM SA AAA TT PAA
C
D.
--- ----------------- ------- ------ ---- --- ------ --- ------
K. OTHER THAN NAVY ACCOUNTING DATA
--- ----------------- -----------------------------------------------
A N0002494AFT8487 000 WA WBT 0 068342 2D 000000
A N0002494AFT8487 000 WA WBT 0 068342 2D 000000
C N0002492AFT8487 000 WA WBB 0 068342 2D 000000
--- ----------------- ------- ------ ---- --- ------ --- ------
-------------------- ---------------------------------------------------------
8. 9. 15. ACCOUNTING DATA 16.
A REFERENCE
C DOCUMENT J. COST CODE
T NUMBER PROJ. UNIT MCC PDLI&S AMOUNT
C
D. K. OTHER THAN NAVY ACCOUNTING DATA
--- --------------- --------------------------------------- ------------------
A N0002494AFT8487 21865 215 0000 $473,000.00
A N0002494AFT8487 21865 215 0000 $5,377,000.00
C N0002492AFT8487 21865 215 0000 ($3,478,203.00)
--- --------------- --------------------------------------- ------------------
ACRN AD has an unexpended balance of $306,084.60 which is available for
de-obligation pending remittance of amounts previously paid.
--- --------------- --------------------------------------- ------------------
TOTAL $2,371,797.00
-------------------------------------------------------------------------------
17. DEPUTY PROGRAM MANAGER, PMS 303B, Capt. Timothy M. Ahern
SIGNATURE DATE
/s/ Timothy M. Ahern 24 Jan 94
-------------------------------------------------------------------------------
18. COMPTROLLER CLEARANCE
OBLIGATION OF FUNDS IS AUTHORIZED
IN AMOUNTS SHOWN IN COLUMN 16 ABOVE
SIGNATURE DATE
/s/ V.F. Jefferson JAN 25 1994
V.F. JEFFERSON
BY DIRECTION OF
CAPT. T.J. BARNETT
DEPUTY COMMANDER/COMPTROLLER
-------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE L
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 5
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00013
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
30 DEC 93
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-94-MR-91568
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
4-303-91568
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL: LCDR MARK HUNTER, SEA 02223
2531 JEFFERSON DAVIS HWY
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-3102
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE N03124
SUPERVISOR OF SHIPBUILDING,
CONVERSION AND REPAIR,USN
NEW ORLEANS, LA 70142-5700
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
CEC NO: 60004899F
AVONDALE INDUSTRIES, INC.
GRP DIVISION
P.O. BOX 2309
GULFPORT, MS 39505
TIN NO. 391097012
- --------------------------------------------------------------------------------
9A. ADMENDMENT OF SOLICITATION NO.
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
X N00024-90-C-2304
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
20 AUG 90
- --------------------------------------------------------------------------------
CAGE CODE: ICC97
- --------------------------------------------------------------------------------
FACILITY CODE:
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers___ is extended, ___ is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning ____ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE ATTACHED FINANCIAL ACCOUNTING DOCUMENT SHEET
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
THE CHANGES CLAUSE AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document
and return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in the full
force and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
ALBERT L. BOSSIER, JR.
PRESIDENT AND CEO
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Albert L. Bossier, Jr.
--------------------------------------
(Signature of person authorized to sgn)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
12/30/93
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
STEPHEN J. FILAN
CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Stephen J. Filan
--------------------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
1-25-94
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- --------------------------------------------------------------------------------
<PAGE>
Page 2 of 5
WHEREAS, Avondale Industries, Inc. (AII) (the Contractor) has submitted numerous
Requests for Equitable Adjustments (REAS) to the pricing and delivery schedules
for this Contract N00024-90-C-2304 and other Navy Contracts, as updated and
supplemented by additional submissions and representations at various times
listed in Attachment A hereto; and
WHEREAS, the Contractor has certified the REAs and all supporting data in
accordance with the requirements of the Truth in Negotiations Act, 10 U.S.C.
2306a, Section(c)(1) of the Contracts Disputes Act of 1978 (41 U.S.C. 605(c)(1),
and P.L 95-485, Section 813; and
WHEREAS, the parties hereto desire to effect the full and final settlement of
all the REAs listed in Attachment A hereto which arose out of or relate to this
contract; and
WHEREAS, the Contractor agrees that this settlement includes a full and final
release of REAs, claims, requests for reformation, requests for rescission and
any other request for relief including any and all past, present and potential
future requests for equitable adjustments, claims, causes of action, suits,
damages, demands, costs, expenses, liabilities and other obligations of any kind
whatsoever, direct or indirect, fixed or contingent, in law or in equity
(collectively referred herein as "claims") which the Contractor now has or which
may arise in the future and which are based in whole or in part on facts or
events which the Contractor knows, or should have known, existing on or prior to
the date of this modification with respect to the REAs and REA Supplements
listed in Attachment A; and,
NOW THEREFORE, in order to fully and finally settle all issues with respect to
the REAs and REA Supplements listed in Attachment A; the parties agree as
follows:
1. As a result of the settlement, under Section H: SPECIAL CONTRACT CLAUSES,
Clause H-ll, delivery dates are established as follows.
MHC-54 08 September 1995
MHC-56 08 March 1996
MHC-57 09 September 1996
2. The parties hereto have negotiated this modification on the basis that
all matters which do or could give rise to Contractor entitlement, to schedule
and/or price adjustments, to the extent based on events included or depicted
in the REAs and/or REA Supplements related to this contract and listed in
Attachment A, whether known or should have been known, and whether or not
actually discussed by the parties during negotiations, have been
<PAGE>
Page 3 of 5
included and incorporated into this agreement. The price and schedule
adjustments herein, constitute the sole adjustments to which the contractor is
entitled on account of any and all REAs, and REA Supplements related to this
contract and listed in Attachment A, any and all impact, including all delay
and disruption, whether local or cumulative.
3. RELEASE
a. As used in this paragraph 3:
(1) "Events" refer to any contract modification, any Government breach,
any Government tort, any change order, any stop work order, any suspension of
work, any acceleration order, any Government action or omission pertaining to
Government property or information, and any other occurrence, action or omission
(whether fortuitous or accidental, of or by the Government, Contractor or third
party) to the extent included or depicted in the REAs and/or REA Supplements
listed in Attachment A.
(2) "Covered Events" refer to "Events" occurring on or before the
effective date of this modification, whether formal or constructive, which were
known or should have been known by the Contractor on the effective date of this
modification, whether or not such events were discussed between the parties, all
of which events: (i) arise out of or under or are in any way related to this
contract and affect this contract, or (ii) arise out of or under or are in any
way related to this contract and affect any other contract between the
Contractor and the Government, or (iii) arise out of or under or are in any way
related to any other contract between the Contractor and the Government or the
Contractor and any third party and affect this contract but only to the extent
of the effect on this contract.
(3) "Costs" include, but is not limited to, any or all:
(i) direct performance (hardcore) and material costs;
(ii) indirect costs;
(iii) delay and disruption costs including local, cumulative, and any other
type;
(iv) overhead costs;
(v) costs associated with dislocation, accelerations, and inefficiencies
in performance;
(vi) interest costs and other consideration for financing;
(vii) costs for preparing proposals, claims, and requests for equitable
adjustment; and
(viii) subcontract costs.
b. In consideration for the provisions of this modification,
<PAGE>
Page 4 of 5
the Contractor, for itself, its successors, assigns, vendors, suppliers, and
subcontractors hereby remises, releases, and forever discharges the Government,
its officers, agents, and employees from (i) any or all actual or potential
entitlement of the Contractor to an equitable adjustment of the price and/or
delivery schedule of this contract by reason of Covered Events, or the impact of
Covered Events, (ii) any or all actual or potential liabilities to the
Contractor for money damages and/or other relief for Covered Events or the
impact of Covered Events upon this contract, (iii) any and all actual or
potential entitlement of the Contractor to an equitable adjustment of the price
and/or delivery schedule of any other Government contract or any contract
between the Contractor and any third party by reason of Covered Events or the
impact of Covered Events, and (iv) any and all actual or potential liabilities
to the Contractor for money damages and/or other relief under or relating to any
other Government contract or any contract between the Contractor and any third
party for Covered Events, or for the impact of Covered Events, arising under or
related to this contract. By this release, the Contractor does not release
claims under any other Government contract for Covered Events solely arising
under, or relating to, such other Government contract to the extent they do not
affect this contract.
c. The Contractor hereby confirms and acknowledges that in agreeing to
the terms of this modification, it is releasing all rights to any entitlement
for any and all costs under, and any and all impacts upon this contract or any
other contract by reason of Covered Events, whether or not such costs and
impacts of Covered Events are known or should have been known or are foreseeable
or should have been foreseeable as of the effective date of this modification,
whether or not such costs and impacts of Covered Events have been discussed
with, or for any reason reserved for future discussion with the Government, or
have been made the basis for other assertions of claims or requests for
equitable adjustment, whether or not such costs or impacts of Covered Events
were, or are, incurred and sustained, respectively, before, on, or after the
effective date of this modification, and whether or not such costs and impacts
of Covered Events are caused directly by, indirectly by, cumulatively by, or
in consequence of any of the Covered Events.
d. The Contractor's release set forth in this provision is complete and
final, no rights are reserved under this modification and, in any event, any and
all such rights shall be deemed to have been waived without exception. Nothing
set forth herein shall in any way affect or operate to reserve any item covered
by another release executed by the Contractor either prior to, concurrent with,
or subsequent to the date of the execution of this modification nor shall
anything set forth
<PAGE>
Page 5 of 5
herein in any way affect the operation of any statute, including but not limited
to 10 USC 2405.
4. The parties agree that the retentions against this contract shall remain
at the current level and that five percent (5%) of all amounts paid as a result
of this modification shall be added to the current retentions.
5. The Contractor agrees that all amounts that were made available to be
paid as extraordinary contractual relief will solely "revert to the Government".
The total amount that was made available for payment as extraordinary
contractual relief under this contract (N00024-90-C-2304) by modification P00009
is $1,008,829. For the purposes of this modification "revert to the Government"
consists of the remittance of amounts previously paid to the Contractor and the
de-obligation of the unexpended amounts under this CLIN 0031. Payment
(remittance) shall be made by the Contractor to the Government within 20 working
days from the effective date of this modification. The de-obligation of the
unexpended amounts under this CLIN 0031 is effected by this modification. The
specific amount(s) de-obligated is shown on the attached financial accounting
data sheet.
6. Except as modified herein, all other terms and conditions, as heretofore
changed remain unchanged and in full force and effect.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPPLEMENT TOTAL
SUBMISSION TOTAL SUBMITTAL REQUESTED AS
DATE DATE REVISED BY
SUPPLEMENTS
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NEW CONST. SHIPYARDS 1. Late Delivery of PennShip 01/10/92 $ 38,736,256 07/02/92 $36,669,986
DIVISIONS Material
- ----------------------------------------------------------------------------------------------------------------------------------
2. Bid Overhead 02/20/92 $ 91,768,275 (1) 06/26/92 (1)$92,385,009
- ----------------------------------------------------------------------------------------------------------------------------------
3. T-AGS Priority 06/10/92 $160,447,200 (2) 11/24/92 (2)$162,891,663
- ----------------------------------------------------------------------------------------------------------------------------------
4. Late Response to Eng Action 07/23/92 $ 8,848,596 11/05/92 NO CHANGE
Items -LSD (CV)
- ----------------------------------------------------------------------------------------------------------------------------------
5. Contract Deviations 07/23/92 $ 2,628,958 11/05/92 NO CHANGE
- ----------------------------------------------------------------------------------------------------------------------------------
6. T-AGS Engineering 07/23/92 $ 2,663,044 11/05/92 NO CHANGE
- ----------------------------------------------------------------------------------------------------------------------------------
7. T-AO Post Delivery 10/12/92 $ 739,340 NONE NO CHANGE
==================================================================================================================================
NAVY REPAIR SHIPYARDS 1. Radford ROH 04/18/91 $ 11,521,741 NONE NO CHANGE
DIVISION
- ----------------------------------------------------------------------------------------------------------------------------------
2. Caron ROH 01/17/92 $ 6,478,745 NONE NO CHANGE
- ----------------------------------------------------------------------------------------------------------------------------------
3. Boone ROH 07/31/92 $ 2,145,755 NONE NO CHANGE
- ----------------------------------------------------------------------------------------------------------------------------------
4. Hall ROH 07/31/92 $ 2,189,741 NONE NO CHANGE
==================================================================================================================================
</TABLE>
(1) Agreed to include any affects of the "revised quantification model"
submitted to DCAA via Serial No. CA-DVHD-066-REK dated July 21, 1992
($129,231,507).
(2) By Supplements dated June 8, 1993 and November 15, 1993, as certified
on December 3, 1993 and December 30, 1993, the total requested as
revised by these Supplements is $228,523,000. Agreed to include any
affects of HMR 34 and HMR 35; certified via Serial No. CA-LSD/CV-419-
JCM dated August 20, 1993.
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
REA TITLE/SUBJECT ORIGINAL ORIGINAL SUPPLEMENT SUPPLEMENT TOTAL
SUBMISSION TOTAL SUBMITTAL TOTAL REQUESTED
DATE DATE AS REVISED BY
SUPPLEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MHC - GRP DIVISION 1. REA #1 (MHC 53) 06/27/91 $4,856,803.00 07/31/92 $2,376,024.00 $7,032,827.00
89-C-2162 MHC53-2116-MLB MHC53-2116-GJB
- ------------------------------------------------------------------------------------------------------------------------------------
2. REPAIR OF VOIDS 07/02/92 $2,541,898.00 NONE N/A NO CHANGE
(MHC-53) 89-C-2162 MHC53-3064-GJB
- ------------------------------------------------------------------------------------------------------------------------------------
3. INSTALLATION & 08/12/92 $575,497.00 NONE N/A NO CHANGE
REMOVAL OF JIGS MHC54-0391-GJB
(MHC 54, 56, & 57)
90-C-2304
- ------------------------------------------------------------------------------------------------------------------------------------
4. MAIN ENGINE BASE FRAMES 06/07/93 $650,383.00 NONE N/A NO CHANGE
(MHC 53) 89-C-2162 MHC53-3482-KBD
- ------------------------------------------------------------------------------------------------------------------------------------
5. MAIN ENGINE BASE FRAMES 06/07/93 $80,728.00 NONE N/A NO CHANGE
(MHC 54, 56, & 57) MHC54-0516-KBD
90-C-2304
====================================================================================================================================
LCAC - AGM DIVISION 1. PREP OF TECHNICAL 09/17/92 $1,223,288.00 07/13/93 $374,966.00 $1,598,254.00
MANUALS 87-C-2089 175-5387 175-5551
- ------------------------------------------------------------------------------------------------------------------------------------
2. PREP OF TECHNICAL 09/25/92 $417,168.00 07/13/93 $293,026.00 $710,196.00
MANUALS 89-C-2110 FLT3-3069 FLT3-4047
- ------------------------------------------------------------------------------------------------------------------------------------
3. PREP OF TECHNICAL 09/09/92 $987,347.00 NONE N/A NO CHANGE
MANUALS 85-C-2148 LCAC-3146
- ------------------------------------------------------------------------------------------------------------------------------------
4. PREP OF TECHNICAL 09/11/92 $1,795,950.00 07/13/93 $842,126.00 $2,638,076.00
MANUALS 85-C-2148 LCAC-3147 LCAC-3210
- ------------------------------------------------------------------------------------------------------------------------------------
5. WRONGFUL REJECTION OF 07/20/92 $248,674.00 08/20/93 $121,517.00 $370,191.00
DELIVERY 89-C-2110 FLT3-3092 FLTS-4102
====================================================================================================================================
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
-------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N00024-90-C-2304 P00013
--------------------------- --------------- ------- ---- ------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC.
N00024-94-FR-91568 N/A
--------------------------- --------------- ---------------- ---------------
8. 9. 10. 11. 12. 13. 14. 15. ACCOUNTING DATA
A REFERENCE --------------------
C DOCUMENT REF CLIN SLIN QTY UNIT A. B. C.
T NUMBER ACRN ACRN APPRN SUBHD
C
D.
--- ------------ ------- ---- ------ ---- ----- ----- ----- -------
C N0002490AF08487 0031 AA AH 1701611 8487
C N0002491AF08487 0031 AB AJ 1711611 8487
C N0002491AF08487 0031 AC AK 1711611 8487
-------------------- ------------------------------------------------
8. 9. 15. ACCOUNTING DATA
A REFERENCE ------------------------------------------------
C DOCUMENT D. OBJ E. BCN F. G. H. I.
T NUMBER CLASS PARM RM SA AAA TT PAAA
C
D.
--- ----------------- ------- ------ ---- --- ------ --- ------
K. OTHER THAN NAVY ACCOUNTING DATA
--- ----------------- -----------------------------------------------
C N0002490AF08487 000 WA WBB 0 068342 2D 000000
C N0002491AF08487 000 WA WBB 0 068342 2D 000000
C N0002491AF08487 000 WA WBB 0 068342 2D 000000
--- ----------------- ------- ------ ---- --- ------ --- ------
-------------------- ---------------------------------------------------------
8. 9. 15. ACCOUNTING DATA 16.
A REFERENCE
C DOCUMENT J. COST CODE
T NUMBER PROJ. UNIT MCC PDLI&S AMOUNT
C
D. K. OTHER THAN NAVY ACCOUNTING DATA
--- --------------- --------------------------------------- ------------------
C N0002490AF08487 21881 215 0000 ($406,543.00)
C N0002491AF08487 21961 215 0000 ($316,200.00)
C N0002491AF08487 21962 215 0000 ($286,086.00)
--- --------------- --------------------------------------- ------------------
ACRNs AH, AJ, and AK have unexpended balances of $35,763.50,
$28,224.85 and $24,792.25, respectively which are available for
de-obligation pending remittance of amounts previously paid.
--- --------------- --------------------------------------- ------------------
TOTAL ($1,088,829.00)
-------------------------------------------------------------------------------
17. DEPUTY PROGRAM MANAGER, PMS 303B, Capt. Timothy M. Ahern
SIGNATURE DATE
/s/ Timothy M. Ahern 24 Jan 94
-------------------------------------------------------------------------------
18. COMPTROLLER CLEARANCE
OBLIGATION OF FUNDS IS AUTHORIZED
IN AMOUNTS SHOWN IN COLUMN 16 ABOVE
SIGNATURE DATE
/s/ V. F. Jefferson Jan 25 1994
V. F. JEFFERSON
BY DIRECTION OF
CAPT. T.J. BARNETT
DEPUTY COMMANDER/COMPTROLLER
-------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE L
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00004
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
SEE BLK 16C.
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-93-NR-91030
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
3-385P-91030
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL:J.THOMPSON 02225T
2531 JEFFERSON DAVIS HWY
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-1926
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE N63124
SUPERVISOR OF SHIPBUILDING, CONVERSION
AND REPAIR,USN
NEW ORLEANS, LA 70142-5700
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
CEC NO:
AVONDALE INDUSTRIES, INC.
SHIPYARD DIVISION
P.O. BOX 50280
NEW ORLEANS, LA 70150-0280
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
N00024-93-C-2205
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
20 NOVEMBER 1992
- --------------------------------------------------------------------------------
CAGE CODE: ICC97
- --------------------------------------------------------------------------------
FACILITY CODE: 70876
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO ADMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers ___ is extended, ___ is not
extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning ____ copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See attached Financial Accounting Sheet
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.249-2
- --------------------------------------------------------------------------------
X D. OTHER (Specify type of modification and authority)
PHASE II AUTHORIZATION
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( X ) is not, ( ) is required to sign this
document and return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in the full
force and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or point)
Jerry Clement
Contracting Officer
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
BY_______________________________________
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
SEP 1993
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- --------------------------------------------------------------------------------
<PAGE>
Page 2
WHEREAS, Avondale Industries Incorporated, hereinafter referred to as the
contractor, and the Naval Sea Systems Command, hereinafter referred to as NAVSEA
entered into contract N00024-93-C-2205, hereinafter referred to as the contract,
on 20 November 1992 and;
WHEREAS, the contract provided for certain effort under Phase I, Engineering
Design Development for Construction of Strategic Sealift Ships including the
preparation and submission of a technical/management and cost proposal for
acceptance by NAVSEA in order to receive authorization to commence work under
Phase II, and;
WHEREAS, the contractor has submitted his technical/management proposal on 20
May 1993 and his cost proposal on 21 June 1993, and;
WHEREAS, FAR 52.215-16 further specifies the Government may accept any item or
group of items of an offer, and;
WHEREAS, FAR 52.215-16 further states that a written award or acceptance of
offer mailed or otherwise furnished to the successful offeror within the time
for acceptance specified in the offer shall result in a binding contract without
further action by either party;
WHEREAS, the acceptance period for the contractor's offer is specified as 120
days after submission;
WHEREAS, the contractor submitted a Best and Final Offer on 26 August 1993, and;
WHEREAS, the Government hereby accepts the contractor's offer;
NOW, THEREFORE, as a result of said acceptance, this modification executes and
fully funds CLINs 0003AA, 0007AA, and 0010AA. Contract N00024-93-C-2205 is
modified as follows:
1. In Contract Section B, Supplies or Services and Prices/Costs pages 2, 3, 4,
5, and 6 are hereby deleted, and replaced by attached pages 2, 2A, 3, 4, 5, and
6.
2. Funding in the amount of $265,178,284 is hereby provided in Attachment A to
fully fund the effort of CLINs 0003AA, 0007AA, and 0010AA. The Contract
Value is increased from $1,200,000 by $265,178,284 to $266,378,284.
3. Contract Section C, Statement of Work, page 40 is hereby deleted, and
replaced by the attached page 40.
<PAGE>
Page 3
4. In Contract Section F, Deliveries or Performance:
(a) on page 61, the statement, "Item 0003 (and if the options are
exercised, Items 0103, 0203, 0303, and 0403)" reads as follows, "Item 0003AA
(and if the options are exercised, Items 0103AA, 0103AB, 0203AA, 0303AA, and
0403AA)"
(b) The first ship (CLIN 0003AA) shall be delivered by 30 September 1997.
5. In Contract Section H, Special Contract Requirements:
(a) In NAVSEA 5252.216-9100 COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)
(FI) (JAN 1990) on page 72, the statement, "(Applicable to Item 0003, and if the
options are exercised, Items 0103, 0203, 0303, and 0403)" reads as follows,
"(Applicable to Item 0003AA, and if the options are exercised, Items 0103AA,
0103AB, 0203AA, 0303AA, and 0403AA)"
(b) Page 78 is hereby deleted, and replaced with the attached page 78.
(c) In NAVSEA 5252.232-9105 PAYMENTS (FI) (JAN 1990) on page 90, the
statement, "(Applicable to Item 0003, and if the options are exercised, Items
0103, 0203, 0303, and 0403)" reads as follows, "(Applicable to Item 0003AA, and
if the options are exercised, Items 0103AA, 0103AB, 0203AA, 0303AA, and 0403AA)"
(d) In FAR 52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (FI) (APR 1984)
(DEVIATION 89-915 - 29 JUN 1989) on page 128, the statement, "(Applicable to
Item 0003, and if the options are exercised, Items 0103, 0203, 0303, and 0403)"
reads as follows, "(Applicable to Item 0003AA, and if the options are exercised,
Items 0103AA, 0103AB, 0203AA, 0303AA, and 0403AA)"
6. In Contract Section I, Contract Clauses, page 139 is hereby deleted, and
replaced by the attached page 139.
7. The total amount obligated on this contract at the time of contract award
is $289,997,284 which consists of $265,178,284 the target price / fixed price as
appropriate of Items: 0003AA, 0007AA, and 0010AA, plus $24,819,000 for payments
of compensation adjustments. See Attachment A (Financial Accounting Document
Sheet).
8. Except as modified above, all other terms, conditions, and prices of the
said contract remain unchanged and in full force and effect.
<PAGE>
STRATEGIC SEALIFT CONSTRUCTION
SECTION B: SUPPLIES AND/OR SERVICES AND PRICES/COST
<TABLE>
<CAPTION>
ITEM DESCRIPTION PRICES/COST
- ---- ----------- -----------
<S> <C> <C>
PHASE I
0001 Engineering Design Development for $1,200,000*
Construction of Strategic Sealift Ships
(See Note A)
0002 Data for Item 0001 NSP
PHASE II
0003AA Acquisition, Detail Design and Target Cost: $233,078,301
Construction of six Strategic Sealift Target Profit: $ 28,915,624
Ships (See Notes B, C & D) Target Price: $261,993,925
Ceiling Price: $303,001,791
0004AA Data for Item 0003AA NSP
0005AA Provisioned Item Order NP
(See Contract Requirement C-1)
0006AA Data for Item 0005AA NSP
0007AA Provisioning Technical Documentation $2,841,610
(PTD) (See Note A)
0008AA Technical Manuals (See Notes C & D) NSP
0008AA $ 2,447,692
0009AA Data for Item 0008AA NSP
0010AA Crew Orientation and Familiarization $ 342,749
0011AA Data for Item 0010AA NSP
</TABLE>
Page 2 MODIFICATION P00004
<PAGE>
OPTIONS
-------
<TABLE>
<S> <C> <C>
CY93
0012AA Days at Contractor's Pier after work $ 6,650 /DAY
under CLIN 0003AA has been completed
(See Note A)
CY94
0103AA Acquisition, Detail Design and Target Cost: $ 192,809,406
Construction of Strategic Sealift Target Profit: $ 19,136,648
Ships (See Notes B, C & D) Target Price: $ 211,946,054
Ceiling Price: $ 250,652,228
0103AB Acquisition, Detail Design and Target Cost: $ 189,127,537
Construction of Strategic Sealift Target Profit: $ 18,781,060
Ships (See Notes B, C & D) Target Price: $ 207,908,597
Ceiling Price: $ 245,865,798
0104AA Data for Item 0103AA NSP
0104AB Data for Item 0103AB NSP
0105AA Provisioned Item Order NP
(See Contract Requirement C-1)
0105AB Provisioned Item Order NP
(See Contract Requirement C-1)
0106AA Data for Item 0105AA NSP
0106AB Data for Item 0105AB NSP
0107AA Provisioning Technical Documentation $ 217,995
(PTD) (See Notes A & D)
0107AB Provisioning Technical Documentation $ 219,099
(PTD) (See Notes A & D)
0108AA Technical Manuals for Item 0103AA NP
(See Notes C & D)
$ 166,513
0108AB Technical Manuals for Item 0103AB NP
(See Notes C & D)
$ 167,107
0109AA Data for Item 0108AA NSP
</TABLE>
Page 3 MODIFICATION P00004
<PAGE>
<TABLE>
<S> <C> <C>
0109AB Data for Item 0108AB NSP
0110AA Crew Orientation and Familiarization $ 20,876
(See Notes A & D)
0110AB Crew Orientation and Familiarization $ 20,941
(See Notes A & D)
0111AA Data for Item 0110 NSP
0111AB Data for Item 0110 NSP
0112AA Days at Contractor's Pier after Work $ 6,883 /DAY
under CLIN 0103AA has been completed
(See Notes A & D)
0122AB Days at Contractor's Pier after Work $ 6,883 /DAY
under CLIN 0103AA has been completed
(See Notes A & D)
</TABLE>
3A MODIFICATION P00004
<PAGE>
<TABLE>
OPTIONS
<S> <C> <C>
0203AA Acquisition, Detail Design and Target Cost: $ 187,562,610
Construction of Strategic Sealift Target Profit: $ 18,625,739
Ships (See Notes B, C & D) Target Price: $ 206,188,349
Ceiling Price: $ 243,83l,393
0204AA Data for Item 0203AA NSP
0205AA Provisioned Item Order NSP
(See Contract Requirement C-1)
0206AA Data for Item 0205AA NSP
0207AA Provisioning Technical Documentation $ 221,915
(PTD) (See Notes A & D)
0208AA Technical Manuals (See Notes C & D) NP
$ 167,507
0209AA Data for Item 02908AA NSP
0210AA Crew Orientation and Familiarization $ 21,359
0211AA Data for Item 0210 AA NSP
0212AA Days at Contractor's Pier after Work $ 7,124 /DAY
under CLIN 0103AA has been completed
(See Notes A & D)
</TABLE>
4 MODIFICATION P00004
<PAGE>
<TABLE>
<S> <C> <C>
OPTIONS
CY96
0303AA Acquisition, Detail Design and Target Cost: $ 187,057,268
Construction of Strategic Sealift Target Profit: $ 18,584,891
Ships (See Notes B, C & D) Target Price: $ 205,642,159
Ceiling Price: $ 243,174,448
0304AA Data for Item 0303AA NSP
0305AA Provisioned Item Order NP
(See Contract Requirement C-1)
0306AA Data for Item 0305AA NSP
0307AA Provisioning Technical Documentation $ 224,093
(PTD) (See Notes A & D)
0308AA Technical Manuals (See Notes C & D) NSP
$ 168,859
0309AA Data for Item 0309AA NSP
0310AA Crew Orientation and Familiarization $ 21,787
(See Notes A & D)
0311AA Data for Item 03lOAA NSP
0312AA Days at Contractor's Pier after Work $ 7,373 /DAY
under CLIN 0103AA has been completed
(See Notes A & D)
</TABLE>
5 MODIFICATION P00004
<PAGE>
<TABLE>
<S> <C> <C>
OPTIONS
CY97
0403AA Acquisition, Detail Design and Target Cost: $ 186,147,182
Construction of Strategic Sealift Target Profit: $ 18,506,367
Ships (See Notes B, C & D) Target Price: $ 204,653,549
Ceiling Price: $ 241,991,337
0404AA Data for Item 0404AA NSP
0405AA Provisioned Item Order NP
(See Contract Requirement C-1)
0406AA Data for Item 0405AA NSP
0407AA Provisioning Technical Documentation $ 225,178
(PTD) (See Notes A & D)
0408AA Technical Manuals. NSP
$ 164,041
0409AA Data for Item 0408 NSP
0410AA Crew Orientation and Familiarization $ 22,152
0411AA Data for Item 0410AA NSP
0412AA Days at Contractor's Pier after Work $ 7,631 /DAY
under CLIN 0103AA has been completed
(See Notes A & D)
</TABLE>
6 MODIFICATION P00004
<PAGE>
submission of a CPIR, however, does not relieve the Contractor of its
obligations to provide notice required under any other requirement of this
contract.
C-8 CONTRACTOR'S PROPOSAL (NAVSEA)(SEP 1990)
(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 CDRL A010, Proposal for Acquisition, Detail Design and
-------------------------------------------------
Construction of Strategic Sealift Ships dated 21 June 1993 in response to
- --------------------------------------- ------------
NAVSEA Solicitation No. N00024-93-R-2200, and obligations to which the
----------------
Contractor committed itself to in the Contractor's Best and Final Offer dated 26
--
August 1993.
- -----------
(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 52.215-33) 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 specifications" in
the order of precedence.
C-9 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 U.S.C 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 C.F.R.
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.
C-10 NOT USED
40 MODIFICATION P00004
<PAGE>
(8) For the purpose of computing compensation adjustments under this
requirement, the following are the applicable base period index values (subject
to adjustment as specified in paragraph (d)(6) above):
<TABLE>
<CAPTION>
Description Base Period* Index Value*
- ------------ ------------ -------------
<S> <C> <C>
Selected employee benefits costs 1992 1.82/hour
Selected energy costs:
Electricity 1992 .0626/KWH
Bunker C (No. 6) 1992 ---- /gal
Diesel 260 (No. 2) 1992 .72 /gal
Diesel 260 (No. 2, drum) 1992 ---- /55 gal
Coke 1992 ----
Coal 1992 ----
Cost of facilities capital; 1992 112.7
95% of indirect costs other than
indirect costs in (c)(1) a, b, and
- -
c above; and direct labor cost
- -
Direct material cost 1992 119.9
</TABLE>
*Insert Base Periods and Index Value
**Index value for selected employee benefit costs is determined by dividing
the base year total selected employee benefit costs by the base year total
labor hours (direct and indirect) charged to all product lines and to Plant
Under Construction accounts.
(e) Computation of Compensation Adjustment and Base Cost
----------------------------------------------------
(1) For the purpose of computing compensation adjustments under this
requirement, the following computations shall be used for all the categories of
cost specified in paragraph (c)(1).
78 MODIFICATION P00004
<PAGE>
FAR 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (GOVERNMENT
SPECIFICATION) (APR 1984)
(a) Definition. "Contract date, " as used in this clause, means the date set
----------
for bid opening or, if this is a negotiated contract or a modification, the
effective date of this contract or modification.
(b) The Contractor shall comply with the specification titled MIL-I-45208A, in
------------
effect on the contract date, which is hereby incorporated into this contract.
FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (FT) (APR 1984) (DEVIATION
89-915 - 29 JUN 1989)
Modify the clause as follows:
(a) Wherever the word 'supplies' is used, it shall include 'vessels'.
(b) At the end of paragraph (b), add the following:
'In addition to its other remedies, the Government may, with respect to
work terminated as permitted in this clause, proceed with the completion of
the vessels and supplies at such plant or plants, including that of the
Contractor, as may be designated by the Contracting Officer. If the vessels
are to be completed at the Contractor's plant, the Government may use all
tools, machinery, facilities and equipment of the Contractor determined by
the Contracting Officer to be necessary for that purpose. If the cost to
the Government of the vessels and supplies therefor so procured or
completed (after adjusting such cost to exclude the effect of changes in
the plans and specifications made subsequent to the date of termination)
exceeds the price fixed for such vessels and supplies under this contract
(after adjusting such price on account of changes in the plans and
specifications made prior to the date of termination) the Contractor, or
its surety, if any, shall be liable for such excess.'
(c) In the first sentence of paragraph (c), after the word 'costs', insert the
phrase 'or other damages'.
(d) In the first sentence of paragraph (d), after the word 'title', insert the
phrase '(insofar as not previously transferred)'."
139 MODIFICATION P00004
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- --------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN)
N0002493C2205
- --------------------------------------------------------------------------------
2. SUPPL PIIN
P00004
- --------------------------------------------------------------------------------
3. DATE EFFECTIVE
YR. MO. DA.
93 08 26
- --------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO.
N0002493NR91030
- --------------------------------------------------------------------------------
5. PAYING OFC
- --------------------------------------------------------------------------------
6. TYPE OF MOD.
- --------------------------------------------------------------------------------
7. TAC
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14. 15. ACCOUNTING DATA 16.
A ----------------------------------------------------------------------------
C REFERENCE A. B. C. D. E. BCN F. G. H. I. J. COST CODE AMOUNT
T DOCUMENT REF CLIN SLIN QTY UNIT -------- ----------------
C NUMBER ACRN APPROPRI- SUB- OBI PARM RM SA AAA TT PAA PROJ. MCC PDLI&S
O ACRN ATION HEAD CLASS UNIT
D -----------------------------------------------------
E K. OTHER THAN NAVY ACCOUNTING DATA
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0003 AA $261,993,925.00
0007 AA $ 2,841,610.00
0010 AA $ 342,749.00
---------------
N0002493AF689RY AB 1731611 89RY 000 SA 385 0 068342 2B 000000 22246 211 0000 $265,178,284.00
N0002493AF689RY 0003 AA AC 1731611 89RY 000 SA 385 0 068342 2B 000000 22246 211 0000 $ 24,819,000.00
TOTAL $289,997,284.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
17. FINANCIAL MANAGER
H. FITZPATRICK, JR. FINANCIAL MANAGER
- --------------------------------------------------------------------------------
18. COMPTROLLER CLEARANCE
- --------------------------------------------------------------------------------
SIGNATURE DATE
26 AUG 93
- --------------------------------------------------------------------------------
OBLIGATION OF FUNDS IS AUTHORIZED
IN AMOUNTS SHOWN IN COLUMN 16 ABOVE
- --------------------------------------------------------------------------------
SIGNATURE DATE
AUG 27 1993
Acting Deputy Commander/Comptroller
- --------------------------------------------------------------------------------
NAVSEA 7300/17 (REV 7-90) (Supersedes NAVMAT 7300/10)
<PAGE>
SEALIFT INDEX
CONTRACT
<TABLE>
<CAPTION>
Page
<S> <C> <C>
SECTION B Supplies/Services.............................................. 2
- --------- -----------------
B.1. Special Understanding with Regard to Acquisition,
Detail Design and Construction (Phase II) Effort............... 8
B.2. Provisioning Technical Documentation - Withholding of
Payment (NAVSEA) (Sep 1990).................................... 8
B.3. Options........................................................ 9
B.4. Compensation (FI)(NAVSEA)(Jan 1990)............................ 9
B.5. Refunds (Spares and Support Equipment)
(NAVSEA) (Sep 1990)............................................ 12
SECTION C Description/Specification/Work Statement....................... 12
- --------- ----------------------------------------
PHASE I
- -------
Item 0001 - Engineering Design Development for Construction
of Strategic Sealift Ship(s)................................... 12
1. Engineering Design of Conventional Sealift
Prepositioned/Surge CSP/S-24 Ships........................ 12
2. Program Management........................................ 13
3. Class Standardization..................................... 13
4. Alternative Approaches/Concepts........................... 14
5. Defense Acquisition Pilot Program......................... 14
6. Cargo Data Packages....................................... 14
Item 0002 - Data for Item 0001............................................. 14
PHASE II
- -------
Item 0003 - Acquisition, Detail Design, and Construction of
Strategic Sealift Ships (CSP/S-24) Proposed under
CLIN 0001...................................................... 15
1. General................................................... 15
2. Program Management........................................ 16
3. Detail Design and Construction............................ 17
4. Quality Assurance......................................... 19
5. Configuration Management.................................. 20
6. Maintenance of Ship specifications........................ 20
7. Maintenance of Ship's Drawings............................ 21
8. Major Milestone Schedules................................. 22
9. Maintenance and Preservation.............................. 22
10. Cargo Data Packages....................................... 22
11. Access, Availability Periods, Support
Facilities, Safety and Security........................... 23
12. Trials.................................................... 23
13. CSE Technical Services.................................... 23
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
PHASE II (Continued)
- --------
Item 0004 - Data for Item 0003............................................. 24
Item 0005 - Provisioned Item Order (See Section C-1)....................... 24
Item 0006 - Data for Item 005.............................................. 24
Item 0007 - Provisioning Technical Documentation (PTD)..................... 25
Item 0008 - Technical Manuals.............................................. 25
Item 0009 - Data for Item 0008............................................. 25
Item 0010 - Crew Orientations and Familiarization.......................... 25
Item 0011 - Data for Item 0010............................................. 25
Item 0012 - Days at Contractor's Pier after CLIN 0003 Completion........... 26
C-1 Provisioned Items Order - Alternate I (Sep 90).................... 27
C-2 Access to the Vessel(s) (AT)(NAVSEA)(Jan 1983).................... 32
C-3 Access to Vessels by Non-U.S. Citizens (NAVSEA) (Sep 1990)........ 32
C-4 Approval by the Government(AT)(NAVSEA) (Jan 1983)................. 35
C-5 Assignment and Use of Stock Numbers (NAVSEA)(Sep 1990)............ 35
C-6 Configuration Management (NAVSEA)(Sep 1990)....................... 36
C-7 Contractor problem Identification Reports (NAVSEA) (Sep 1990)..... 39
C-8 Contractor's Proposal (NAVSEA)(Sep 1990).......................... 40
C-9 Department of Labor Safety and Health Standards for
Shipbuilding (AT)(NAVSEA)(Jan 1990).............................. 40
C-10 NOT USED.......................................................... 40
C-11 Drydock Certification (NAVSEA)(Oct 1990).......................... 41
C-12 Heavy Weather Plan (NAVSEA)(Apr 1992)............................. 41
C-13 Information and Data Furnished by the Government
(Fixed Price)(NAVSEA)(Oct 1990)................................... 42
C-14 Permits and Responsibilities (NAVSEA)(Sep 1990)................... 44
C-15 Plans and Other Data (FT)(NAVSEA)(Jan 1983)....................... 44
C-16 Plant Protection (NAVSEA)(Sep 1990)............................... 44
C-17 Printing of Technical Manuals, Publications, Changes,
Revisions and Amendment - Alternate I (NAVSEA)(Sep 1990).......... 45
C-18 Protection of the Vessel (NAVSEA)(Sep 1990)....................... 48
C-19 Special Agreement Regarding Switchboard Subcontracts
(NAVSEA)(Feb 1991)................................................ 49
C-20 Test and Trials (NAVSEA)(Oct 1990)................................ 50
C-21 Shipbuilding Production Progress Conferences...................... 50
C-22 Supervisor/Ships Force Facilities................................. 50
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
SECTION D - Packaging and Marking
- --------- ---------------------
D.1. Identification Marking of Parts (NAVSEA)(Oct 1990)................ 53
D.2. Marking of Reports (NAVSEA)(Sep 1990)............................. 54
D.3. Marking and Packing List(s)(NAVSEA)(Sep 1990)..................... 54
SECTION E - INSPECTION AND ACCEPTANCE
- --------- -------------------------
E.1. Guaranty Period (FT)(NAVSEA)(Jan 1990)
(Deviation)...................................................... 57
E.2. Inspection........................................................ 58
E.3. Inspection Facilities (FT)(NAVSEA)(Jan 1990)...................... 60
E.4. Limitation of Contractor's Liability for Correction of
Defects (FT)(NAVSEA)(Jan 1990).................................... 60
E.5. Preliminary Acceptance............................................ 60
E.6. Final Acceptance.................................................. 60
SECTION F - DELIVERIES OR PERFORMANCE.................................... 61
- --------- -------------------------
SECTION G - CONTRACT ADMINISTRATION DATA................................. 63
- --------- ----------------------------
SECTION H - SPECIAL CONTRACT REQUIREMENTS................................ 64
- --------- -----------------------------
5252.202-9101 Additional Definitions (FT) - Alternate II................... 66
5252.209-9102 Weight Control............................................... 68
5252.215-9106 Price Adjustment for Changes in Federal Law (FT)............. 69
5252.216-9100 Compensation Adjustments (Labor and Material) (FT)........... 72
5252.217-9121 Indemnification for Access to Vessel......................... 83
5252.227-9112 Logistic Support Requirements (AT)........................... 83
5252.227-9113 Government-Industry Data Exchange Program.................... 84
5252.228-9104 Additional Insurance Provisions (FT)......................... 84
5252.228-9105 Insurance-Property Loss or Damage-Liability to Third
Person (FT).................................................. 86
5252.232-9105 Payments (FI)................................................ 90
5252.232-9108 Final Settlement (FT)........................................ 96
5252.233-9103 Documentation of Requests for Equitable Adjustment
(AT) - Alternate I........................................... 97
5252.237-9106 Substitution of Personnel.................................... 100
5252.245-9124 Liens and Title.............................................. 101
5252.245-9127 Additional Provisions Relating to Government
Property (FT)................................................ 103
5252.246-9124 Shipbuilding Support Office Schedules (AT)................... 106
5252.246-9128 Delivery of Completed Vessel (FT)............................ 106
5252.247-9110 Tug and Pilot Services....................................... 108
5252.243-9113 Other Change Proposals - Alternate I......................... 108
Contractor Responsibility for Design and Construction........ 109
Requirement for Domestic Manufacture of Certain Shipboard
Systems and Equipment........................................ 110
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
PART II
SECTION I-1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988).... 111
- ----------- ---------------------------------------------------------
I. Federal Acquisition Regulation (48 CFR Chapter 1) Clauses (See List)... 111
II. DOD FAR Supplement (48 CFR Chapter 2) Clauses (See List)............... 120
SECTION I-2 ADDITIONAL CONTRACT CLAUSES 125
- ----------- ---------------------------
FAR 52.203-9 Requirement for Certificate of Procurement Integrity --
Modification (Nov 1990)...................................... 125
FAR 52.212-9 Variation in Quantity (Apr 1984)............................. 127
FAR 52.216-16 Incentive Price Revision -- Firm Target (FI)
(Apr 1984)(Deviation 89-815 - 29 Jun 1989)................... 128
FAR 52.243-7 Notification of Change (Apr 1984)............................ 132
FAR 52.245-2 Government Property (Fixed-Price Contracts) (FT) (Dec 1989)
(Deviation 89-915 - 29 Jun 1989)............................. 135
FAR 52.246-11 Higher-Level Contract Quality Requirement (Government
Specification) (Apr 1984).................................... 139
FAR SUPP 252-216-7000
Economic Price Adjustment -- Basic Steel, Aluminum,
Brass, Bronze, or Copper Mill Products (Dec 1991)............ 140
FAR SUPP 252.223-7004
Drug-Free Workforce (Sep 1988)............................... 142
FAR SUPP 252.225-7031
Secondary Arab Boycott of Israel (Jun 1993).................. 144
NAPS 5252.243-9001
Requirements for Adequate Supporting Data and
Certification of any Claim, Request for Equitable
Adjustment, or Demand for Payment (Nov 1991)................. 145
FAR SUPP 252.247-7023
Transportation of Supplies by SEA (Dec 1991)................. 148
FAR SUPP 252.247-7024
Notification of Transportation of Supplies by Sea
(Dec 1991)................................................... 151
SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
- --------- - -------------------------------------------------
(See List)................................................... 152
PART IV - REPRESENTATIONS AND INSTRUCTIONS............................. 153
- ------- - --------------------------------
SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER
- --------- - -----------------------------------------
STATEMENTS OF OFFERORS....................................... 153
----------------------
FAR 52.252-1 Solicitation Provisions Incorporated by Reference
(Jun 1988)................................................... 153
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
SECTION K-1 PROVISIONS INCORPORATED BY REFERENCE (See List)............ 153
- ----------- ------------------------------------
SECTION K-2 ADDITIONAL SOLICITATION PROVISIONS......................... 154
- ----------- ----------------------------------
FAR 52.203-2 Certificate of Independent Price Determination (Apr 1985).. 154
FAR 52.203-8 Requirement for Certificate of Procurement
Integrity (Nov 1990) and Alternate I (Sep 1990)............ 156
FAR 52.208-2 Jewel Bearing and Related Items Certificate (Apr 1984)..... 160
FAR 52.209-5 Certification Regarding Debarment, suspension,
Proposed Debarment, and Other Responsibility
Matter (May 1989).......................................... 161
FAR 52.215-6 Type of Business Organization (Jul 1987)................... 162
FAR 52-215-11 Authorized Negotiators (Apr 1984).......................... 163
FAR 52.219-1 Small Business Concern Representation
(Jan 1991)................................................. 164
FAR 52.219-3 Women-owned Small Business Representation
(Apr 1984)................................................. 165
FAR 52.220-1 Preference for Labor Surplus Area Concerns
(Apr 1984)................................................. 165
FAR 52.222-19 Walsh-Healey Public Contract Act Representation
(Apr 1984)................................................. 166
PAR 52.222-22 Previous Contracts and Compliance Reports
(Apr 1984)................................................. 166
FAR 52.222-25 Affirmative Action Compliance (Apr 1984)................... 166
FAR 52.223-1 Clean Air and Water Certification (Apr 1984)............... 167
FAR 52.230-1 Cost Accounting Standards Notices and
Certification (National Defense)(Sep 1987)................ 168
FAR SUPP 252.209-7001
Disclosure of Ownership or Control by a Foreign
Government that Supports Terrorism (Dec 1991).............. 172
FAR SUPP 252.219-7000
Small Disadvantaged Business Concern Representation
(DoD Contracts)(Dec 1991).................................. 173
FAR SUPP 252.225-7000
Buy American Act - Balance of Payments Program
Certificate (Dec 1991)..................................... 175
FAR SUPP 252.225-7003
Information for Duty-Free Entry Evaluation
(Dec 1991)................................................. 177
FAR SUPP 252.247-7022
Representation of extent of Transportation by
See (Dec 1991)............................................. 178
SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO
- --------- ----------------------------------------
OFFERORS................................................... 180
--------
FAR 52.252-1 Solicitation Provisions Incorporated by
Reference (Jun 1988)....................................... 180
SECTION L-1 PROVISIONS INCORPORATED BY REFERENCE....................... 180
- ----------- ------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
SECTION L-2 ADDITIONAL SOLICITATION PROVISIONS....................... 182
- ----------- ----------------------------------
FAR 52.204-3 Taxpayer Identification (Sep 1989)....................... 182
FAR 52.207-4 Economic Purchase Quantity--Supplies (Aug
1987).................................................... 183
FAR 52.210-2 Availability of Specifications Listed in the
DoD Index of Specifications and Standards
(DODISS)(Sep 1990)....................................... 184
FAR 52.212-7 Notice of Priority Rating for National Defense
Use (Sep 1990)........................................... 185
FAR 52.215-16 Contract Award (Jul 1990) and Alternate III
(Aug 1991)............................................... 185
FAR 52.216-1 Type of Contract (Apr 1984).............................. 186
FAR 52.233-2 Service of Protest (Nov 1988)............................ 186
FAR SUPP 252.210-7001
Availability of Specifications and Standards not
Listed in DODISS, Data Item Descriptions not
listed in DOD 5010.12-L, and Plans, Drawings,
and other Pertinent Documents (Dec 1991)................. 187
NAPS 5252.215-9000
Submission of Cost or Pricing Data (Nov 1987)............ 187
NAPS 5252.243-9000
Notification of Applicability of 10 U.S.C. 2405
(Nov 1991)............................................... 187
SECTION L INSTRUCTION TO OFFERORS.................................. 191
- --------- -----------------------
PHASE I ENGINEERING DESIGN....................................... 194
- ------- ------------------
Factor I Technical Approach....................................... 194
Factor II Logistics Approach....................................... 196
Factor III Management Approach...................................... 197
Factor IV U.S. Yard Facilities..................................... 198
Main Engine Qualification............................................... 198a
PHASE 11 ACQUISITION, DETAIL DESIGN AND CONSTRUCTION
- -------- -------------------------------------------
PROPOSAL................................................. 199
--------
Factor I Ship Characteristics..................................... 199
Factor II Technical Approach....................................... 199
Factor III Logistics Approach....................................... 202
Factor IV Management Capability.................................... 203
Factor V U.S. Yard Facilities..................................... 205
(A) Yard Layout........................................ 206
(B) Ways/Drydocks...................................... 206
(C) Shops, etc......................................... 207
(D) Price Proposal (Volume II) Organization............ 209
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
SECTION I - SUMMARY PRICE DATA........................................ 209
- --------- ------------------
Phase I
1.1 Price Summary............................................. 209
Phase II
1.1 Price Summary............................................. 209
Phase I and II
1.2 Additional Financial Information.......................... 212
1.3 Cognizant DCAA and ACO Office............................. 213
1.4 Other Information......................................... 213
SECTION II COMPLETED RFP AND ALL AMENDMENT............................ 214
- ---------- -------------------------------
SECTION M EVALUATION FACTORS FOR AWARD............................... 215
- --------- ----------------------------
A. General.................................................... 215
B. Engineering Design (Phase 1)............................... 216
C. Detail Design and Construction (Phase II).................. 218
Technical Evaluation....................................... 218
I Ship Characteristics................................... 218
II Technical Approach..................................... 219
III Logistics Approach..................................... 219
IV U.S. Yard Facilities................................... 219
Best Value and Cost Trade-Offs........................................... 220
I Proposed Prices....................................... 220
II Selected Ship Characteristics......................... 222
III Operation and Support (O&S) Cost...................... 222
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE L
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00004
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
SEE BLK 16C.
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-93-NR-91030
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
3-385P-91030
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL:J.THOMPSON 02225T
2531 JEFFERSON DAVIS HWY
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-1926
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE N63124
SUPERVISOR OF SHIPBUILDING, CONVERSION
AND REPAIR,USN
NEW ORLEANS, LA 70142-5700
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
CEC NO:
AVONDALE INDUSTRIES, INC.
SHIPYARD DIVISION
P.O. BOX 50280
NEW ORLEANS, LA 70150-0280
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
X N00024-93-C-2205
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
20 NOVEMBER 1992
- --------------------------------------------------------------------------------
CAGE CODE: ICC97
- --------------------------------------------------------------------------------
FACILITY CODE: 70876
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers ___ is extended, ___ is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning ____ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of the
offer submitted; or (c) By separate letter or telegram which includes a
reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
by virtue of this amendment you desire to change an offer already submitted,
such change may be made by telegram or letter; provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to
the opening hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See attached Financial Accounting Sheet
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.249-2
- --------------------------------------------------------------------------------
X D. OTHER (Specify type of modification and authority)
PHASE II AUTHORIZATION
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( X ) is not, ( ) is required to sign this
document and return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Jerry Clement
Contracting Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
BY /s/ Jerry M. Clement
_______________________________________
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
02 SEP 1993
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- --------------------------------------------------------------------------------
<PAGE>
Page 2
WHEREAS, Avondale Industries Incorporated, hereinafter referred to as the
contractor, and the Naval Sea Systems Command, hereinafter referred to as NAVSEA
entered into contract N00024-93-C-2205, hereinafter referred to as the contract,
on 20 November 1992 and;
WHEREAS, the contract provided for certain effort under Phase I, Engineering
Design Development for construction of Strategic Sealift Ships including the
preparation and submission of a technical/management and cost proposal for
acceptance by NAVSEA in order to receive authorization to commence work under
Phase 11, and;
WHEREAS, the contractor has submitted his technical/management proposal on 20
May 1993 and his cost proposal on 21 June 1993, and;
WHEREAS, FAR 52.215-16 further specifies the Government may accept any item or
group of items of an offer, and;
WHEREAS, FAR 52.215-16 further states that a written award or acceptance of
offer mailed or otherwise furnished to the successful offeror within the time
for acceptance specified in the offer shall result in a binding contract
without further action by either party;
WHEREAS, the acceptance period for the contractor's offer is specified as 120
days after submission;.
WHEREAS, the contractor submitted a Best and Final Offer on 26 August 1993, and;
WHEREAS, the Government hereby accepts the contractor's offer;
NOW, THEREFORE, as a result of said acceptance, this modification executes and
fully funds CLINs 0003AA, 0007AA, and 0010AA. Contract N00024-93-C-2205 is
modified as follows:
1. In Contract Section B, Supplies or Services and Prices/Costs pages 2, 3, 4,
5, and 6 are hereby deleted, and replaced by attached pages 2, 2A, 3, 4, 5, and
6.
2. Funding in the amount of $265,178,284 is hereby provided in Attachment A to
fully fund the effort of CLINs 0003AA, 0007AA, and OO1OAA. The Contract
Value is increased from $1,200,000 by $265,178,284 to $266,378,284.
3. Contract Section C, Statement of Work, page 40 is hereby deleted, and
replaced by the attached page 40.
<PAGE>
Page 3
4. In Contract Section F, Deliveries or Performance:
(a) on page 61, the statement, "Item 0003 (and if the options are exercised,
Items 0103, 0203, 0303, and 0403)" reads as follows, "Item 0003AA (and if the
options are exercised, Items 0103AA, 0103AB, 0203AA, 0303AA, and 0403AA)"
(b) The first ship (CLIN 0003AA) shall be delivered by 30 September 1997.
5. In contract Section H, Special Contract Requirements:
(a) In NAVSEA 5252.216-9100 COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)
(FI) (JAN 1990) on page 72, the statement, "(Applicable to Item 0003, and if the
options are exercised, Items 0103, 0203, 0303, and 0403)" reads as follows,
"(Applicable to Item 0003AA, and if the options are exercised, Items 0103AA,
0103AB, 0203AA, 0303AA, and 0403AA)"
(b) Page 78 is hereby deleted, and replaced with the attached page 78.
(c) In NAVSEA 5252.232-9105 PAYMENTS (FI) (JAN 1990) on page 90, the
statement, "(Applicable to Item 0003, and if the options are exercised, Items
0103, 0203, 0303, and 0403)" reads as follows, "(Applicable to Item 0003AA, and
if the options are exercised, Items 0103AA, 0103AB, 0203AA, 0303AA, and 0403AA)"
(d) In FAR 52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (PI) (APR 1984)
(DEVIATION 89-915 - 29 JUN 1989) on page 128, the statement, "(Applicable to
Item 0003, and if the options are exercised, Items 0103, 0203, 0303, and 0403)"
reads as follows, "(Applicable to Item 0003AA, and if the options are exercised,
Items 0103AA, 0103AB, 0203AA, 0103AA, and 0403AA)"
6. In Contract Section I, Contract Clauses, page 139 is hereby deleted, and
replaced by the attached page 139.
7. The total amount obligated on this contract at the time of contract award is
$289,997,284 which consists of $265,178,284 the target price / fixed price as
appropriate of Items: 0003AA, 0007AA, and 0010AA, plus $24,819,000 for payments
of compensation adjustments. See Attachment A (Financial Accounting Document
Sheet).
8. Except as modified above, all other terms, conditions, and prices of the
said contract remain unchanged and in full-force and effect.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00004
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
SEE BLK 16C.
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-93-MR-20840
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
3-0294-20840
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
2531 NATIONAL CENTER BLDG. 3
WASHINGTON, D.C. 20362-5160
BUYER/SYMBOL: Ms. N. Spector SEA 02225N
PHONE: Area Code (703)602-1926
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE N63124
SUPSHIP New Orleans
New Orleans, LA 70142-5700
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
Avondale Industries, Inc.
Shipyards Division
P.O. Box 50280
New Orleans, LA 70150-0280
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
X N00024-93-C-2205
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
NOV 20 1992
- --------------------------------------------------------------------------------
CODE ICC97
- --------------------------------------------------------------------------------
FACILITY CODE
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- -------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers ___ is extended, ___ is not
extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning ____ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
N/A
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X Mutual Agreement of the parties
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( X ) is required to sign this
document and return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Jerry Clement
Contracting Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
BY
---------------------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- --------------------------------------------------------------------------------
<PAGE>
Page 2 of 3
Contract N00024-93-C-2205 is modified to (i) provide change pages; (ii) provide
changes and to the J-Attachments and (iii) provide changes to the Circular of
Requirements (COR) as follows:
1. Pages 2, 13, 17, 23, 59, 61, 72, 77, 79, 110, 115 and 152 of the contract
are hereby deleted and replaced by attached pages 2, 13, 17, 23, 59, 61, 72, 77,
79, 110, 115 and 152. Page 198a of the original solicitation (NO0024-93-C-2200)
is hereby added.
2. The following clause is hereby incorporated into Section 1-2 in reference to
Clause 252.270-7000:
RECOUPMENT OF NONRECURRING COSTS (USD(A)) (OCT 92)
The requirement of a clause in this contract for the contractor to report and to
pay a nonrecurring cost recoupment charge in connection with a sale of defense
articles or technology is deleted with respect to sales or binding agreements to
sell, that are executed on or after October 7, 1992, except for those sales for
which an Act of Congress [see Section 21e of the Arms Export Control Act]
requires the recoupment of nonrecurring costs.
3. The J-Attachment Index is hereby deleted and replaced by the attached J-
Attachment Index.
4. In Attachment J-2B, page 3 is hereby deleted and replaced by the attached
page 3.
5. In Attachment J-3, page 3 is hereby deleted and replaced by the attached
page 3.
6. In Attachment J-4, page 1 is hereby deleted and replaced by Attached page 1.
7. The following changes are made to Attachment J-5:
Forward pages i, iii, iv, and 6 are hereby deleted and replaced by attached
pages i, iii, iv, and 6.
Attachment C to Exhibits "A", "B", "C" "D" & "E" is hereby deleted.
Pages 1, 2 and 3 of Exhibit A, Table of Contents, are hereby deleted and
replaced by attached pages 1, 2 and 3.
Pages 1, 2, 3, 4, 5, 6 and 7 of Exhibit B, Table Of Contents, are hereby
deleted and replaced by attached pages 1, 2, 3, 4, 5, 6 and 7.
Pages 1, 2 and 3 of Exhibit C, Table of Contents, are hereby deleted and
replaced by attached pages 1, 2 and 3.
<PAGE>
Page 3 of 3
Page 1 of Exhibit D Table Of Contents is hereby deleted and replaced by the
attached page 1.
ELINs A002 (and DID), A005, A012, A015, A015-2, Attachment 2 to A015, A027,
A034, B075, B098 and DO11 are hereby deleted and replaced by the attached ELINs
A002 (and DID), A005, A012, A015, A015-2, Attachment 2 to A015, A027, A034,
B075, B098 and D011. The Data Item Descriptions (DIDs) for ELINs A003 (page 1
of 6 only) and A007 are hereby deleted and replaced by the attached DIDs for
ELINs A003 (page 1 of 6 only) and A007. ELINs A022 (and DID), B009, B034,
B035, B037, B039, B080, B099 and B104 (and Attachment 1) are hereby added.
ELINs A039, B026, B055 and B103 are hereby deleted.
8. In Attachment J-8, page 2 is hereby deleted and replaced by the attached
page 2.
9. Attachment J-12 is hereby deleted and replaced in its entirety. (J-12 has
been reformatted and changes from the existing Attachment J-12 are indicated
with side bars.)
10. Attachment J-19 is hereby added.
11. In the Circular of Requirements (COR) pages i, ii, iiA, v, vi,
viii, 9A, 10, 11, 12, 19, 19A, 23, 26A, 26B, 27, 28, 29, 29A, 30, 32, 33, 34,
35, 40, 42, 43, 53, 55, 59, 63, 63A, 65, 66, 67, 68, 69, 72, 74, 75, 77, 79, 80,
84, 85, 86, 87, 88, 90, 92, 94, 105, 122, 123, 128, 129, 132, 133, 139, 155,
159, 160, 165, 167, 170, B1, B-2, C-1, C-2, C-9, C-24, C-25, C-32, E-7, E-9 and
E-11 are hereby deleted and replaced by the attached COR pages i, ii, iiA, v,
vi, viii, 9A, 10, 11, llA, 12, 19, 19A, 23, 26A, 26B, 27, 28, 29, 29A, 30, 32,
33, 34, 35, 40, 42, 43, 53, 55, 59, 63, 63A, 65, 65A, 66, 67, 67A, 67B, 68, 68A,
69, 72, 74, 75, 77, 79, 80, 84, 85, 86, 87, 87A, 88, 90, 92, 94, 94A, 105, 122,
123, 128, 129, 132, 133, 139, 155, 159, 160, 165, 167, 170, B-1, B-2, C-l, C-2,
C-9, C-24, C-25, C-32, E-7, E-9, E-11, H-1, H-2, H-3, H-4, I-1 and 1-2.
12. Except as provided herein, all other terms and conditions of the contract
remain unchanged.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00001
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
SEE BLK 16C.
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
N00024-93-MR-20689
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
3-0294-20689
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
2531 NATIONAL CENTER BLDG. 3
WASHINGTON, D.C. 20362-5160
BUYER/SYMBOL: Ms. N. Spector SEA 02225N
PHONE: Area Code (703)602-1926
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE N63124
SUPSHIP New Orleans
New Orleans, LA 70142-5700
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code)
Avondale Industries, Inc.
Shipyards Division
P.O. Box 50280
New Orleans, LA 70150-0280
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
X N00024-93-C-2205
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
NOV 20 1992
- --------------------------------------------------------------------------------
CODE ICC97
- --------------------------------------------------------------------------------
FACILITY CODE
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers ___ is extended, ___ is not
extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning ____ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS AND CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X Mutual Agreement of the parties
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( X ) is required to sign this
document and return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE PAGE 2
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Jerry Clement
Contracting Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ (Signature Appears Here)
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
11/23/92
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
BY
-----------------------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- --------------------------------------------------------------------------------
<PAGE>
Page 2 of 2
The purpose of this modification is to (i) provide change pages; (ii) revise
the Circular of Requirements (COR) and (iii) revise Attachments J-2B, J-4, J-5
and J-7. Accordingly, contract N00024-93-C-2205 is hereby amended as follows:
1. Pages 12a and 110 of the contract are hereby deleted and replaced by
attached pages 12a and 110.
2. In Attachment J-1, Circular of Requirements (COR) pages i, ii, iii, iv,
vi, vii, viii, 2, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 22, 25, 26,
27, 28, 29, 30, 31, 32, 33, 34, 36, 37, 38, 39, 40, 42, 43, 44, 45, 46, 48,
49, 50, 53, 54, 55, 57, 63, 63A, 64, 65, 66, 67, 69, 72, 78, 82, 83, 84, 85,
86, 87, 88, 89, 90, 91, 131, 132, 133, 139, 155, 157, 165, 170, C-1, C-31,
C-32 and C-34 are hereby deleted and replaced by pages i, ii, iiA, iii, iv,
vi, vii, viii, 2, 9, 9A, 10, 11, 12, 12A, 13, 14, 15, 16, 17, 18, 19, 19A, 20,
22, 25, 26, 26A, 26B, 27, 28, 29, 29A, 30, 31,, 32, 33, 34, 36, 37, 38, 38A,
39, 40, 42, 43, 44, 44A, 45, 46, 48, 49, 50, 53, 54, 55, 57, 57A, 63, 63A,
63B, 64, 65, 66, 67, 69, 72, 78, 82, 83, 84, 85, 86, 87, 88, 89, 90, 91, 131,
132, 133, 139, 155, 157, 165, 165A, 170, C-1, C-31, C-32, C-34, G-1, G-2, G-3
and G-4.
3. In Attachment J-2B, pages 3 and 4 ;are hereby deleted and replaced by
attached pages 3 and 4.
4. In Attachment J-4, pages 5, 6, 9 and 10 are hereby deleted and replaced by
attached pages 5, 6, 9 and 10.
5. In Attachment J-5, Table of Contents, pages 1 and 2 of Exhibit A and pages 1
to 7 of Exhibit B are hereby deleted and replaced by attached pages 1 and 2 of
Exhibit A and pages 1 to 7 of Exhibit B.
6. Attached ELIN A007 and accompanying Data Item Description (DID) is hereby
incorporated into Attachment J-5. The DID for ELIN A028 is hereby deleted and
replaced by the attached DID.
7. In Attachment J-5, ELINs A010, AOII, A013, A029, A033, A034, A045, B017,
B026, B056, B061, B071, B075, B083, B098, B101, C009, C024, C027, C028, C029,
C030, C031, C032, C033, C034, C035 and D007 are hereby deleted and replaced by
attached ELINs A010, A011, A013, A029, A033, A034, A045, B017, B026, B056, B061,
B071, B075, B083, B098, B101, C009, C024, C027, C028, C029, C030, C031, C032,
C033, C034, C035 and D007. Attachment 1 is hereby deleted and replaced for the
following ELINs: B027, B031, B051 and B052. Attachment 1, ELIN AO15, delete and
replace page 1 of 4 and 2 of 4.
8. In Attachment J-7, pages 5 and 6, and pages 13 to 24 are hereby deleted and
replaced by attached pages 5 and 6 and pages 13 to 24.
9. Except as provided herein, all terms and conditions of the contract remain
unchanged.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A0003
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
06 NOV 92
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
2531 NATIONAL CENTER BLDG. 3
WASHINGTON, D.C. 20362-5160
BUYER/SYMBOL Nancy Spector SEA 02224
PHONE: Area Code 703/602-1926
- --------------------------------------------------------------------------------
7. ADMINISTERED BY CODE
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, County, State and ZIP Code)
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
X
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
X N00024-93-R-2200(Q)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
OCT 02 1992
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
- --------------------------------------------------------------------------------
CAGE CODE
- --------------------------------------------------------------------------------
FACILITY CODE
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
(X) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers is X is not extended.
--- ---
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning 2 copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION (If required)
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES TO MODIFICATIONS AND CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority). THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REPLACE THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not ( ) is required to sign this
document and return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organize by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this amendment is to provide change pages to Solicitation
N00024-93-R-2200.
1. Pages 194, 199, 201, 220, and 221 are hereby deleted and replaced by
attached pages 194, 199, 201, 220 and 221.
2. Except as provided herein, all other terms and conditions of the
solicitation remain unchanged and in full force and effect.
Except as provided herein, all terms and conditions of the document refereced in
Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Jerry Clement
Contracting Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
BY
----------------------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Perscribed by GSA
FAR (43 CFR) 53H-243
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A0002
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
03 NOV 92
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
2531 NATIONAL CENTER BLDG.3
WASHINGTON, D.C. 20362-5160
BUYER/SYMBOL: Nancy Spector SEA 02224
PHONE: Area Code 703/602-1926
- --------------------------------------------------------------------------------
7. ADMINISTERED BY CODE
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, County, State and ZIP Code)
- --------------------------------------------------------------------------------
(X)9A. AMENDMENT OF SOLICITATION NO.
X N00024-93-R-2200(Q)
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
OCT 02 1992
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
- --------------------------------------------------------------------------------
CAGE CODE
- --------------------------------------------------------------------------------
FACILITY CODE
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
(X) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers is extended, X is not
--- ---
extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning 2 copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION (If required)
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES TO MODIFICATIONS AND CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority). THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REPLACE THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not ( ) is required to sign this
document and return copies to the issuing office
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organize by UCF section headings,
including solicitation/contract subject matter where feasible)
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Jerry Clement
Contracting Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
BY
-----------------------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Perscribed by GSA
FAR (48 CFR) 53H-243
- --------------------------------------------------------------------------------
<PAGE>
Page 2 of 2
The purposes of this amendment are to provide (i) change pages, (ii) revised
CDRLs and (iii) answers to bidder's questions. Accordingly Request for Proposal
(RFP) N00024-93-R-2200 is hereby modified as follows:
1. Pages 12, 114, 116, 194, 195, 199, 212, 221, 222 and 223 of the
solicitation are hereby deleted and replaced by attached pages 12, 12a, 114,
116, 194, 195, 199, 212, 221, 222 and 223.
2. Page 3 of Attachment J-2B is hereby deleted and replaced by attached page 3
of Attachment J-2B.
3. Pages 3 and 15 to Attachment J-4 are hereby deleted and replaced by attached
pages 3 and 15 to Attachment J-4.
4. In Attachment J-S, page 1 of Exhibit A, Table of Contents and pages 4, 5
and 7 of Exhibit B, Table of Contents are hereby deleted and replaced by
attached page 1 of Exhibit A and pages 4, 5 and 7 of Exhibit B in Attachment J-
5.
5. The Data Item Description for ELIN A002 in Attachment J-5 is hereby deleted
and replaced by attached the Data Item Description for ELIN A002.
6. The attached ELIN and Data Item Description for A008 in Attachment J-5 are
hereby incorporated into the solicitation.
7. ELINs B007, B048, B075 and B098 of Attachment J-5 are hereby deleted and
replaced by attached ELINs B007, B048, B075 and B098 of Attachment J-5.
8. Attached ELIN B064 of Attachment J-5 is hereby incorporated into the
solicitation.
9. Answers are provided to bidder's questions 21 through 67, 69,
70, 72, 75 and 78.
10. Except as amended herein, all other terms and conditions remain unchanged
and in full force and effect.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A0001
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
23 OCT 92
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REG. NO.
- --------------------------------------------------------------------------------
5. PROJ NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
2531 NATIONAL CENTER BLDG.3
WASHINGTON, D.C. 20362-5160
BUYER/SYMBOL: Nancy Spector SEA 02224
PHONE: Area Code 703/602-1926
- --------------------------------------------------------------------------------
7. ADMINISTERED BY CODE
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, County, State and ZIP Code)
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
(X)
- --------------------------------------------------------------------------------
9B. DATED (SEE ITEM 11)
X N00024-93-R-2200(Q)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
OCT 02 1992
- --------------------------------------------------------------------------------
10B. DATED (SEE ITEM 13)
- --------------------------------------------------------------------------------
CAGE CODE
- --------------------------------------------------------------------------------
FACILITY CODE
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- -------------------------------------------------------------------------------
(X) The above numbered soliciation is amended as set forth in Item 14. The hour
and date specified for receipt of Offers is X is not extended.
--- ---
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning 2 copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change
may be made by telegram or letter; provided each telegram or letter makes
reference to the solicitation and this amendment, and is received prior to the
opening hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION (If required)
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES TO MODIFICATIONS AND CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:(Specify authority). THE CHANGES
SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REPLACE THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(B)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( X ) is not, ( ) is required to sign this
document and return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organize by UCF section headings,
including solicitation/contract subject matter where feasible.)
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Jerry Clement
Contracting Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
-----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
BY
-----------------------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV 10-83)
PREVIOUS EDITION UNUSABLE Perscribed by GSA
FAR (48 CFR) 53-243
- --------------------------------------------------------------------------------
<PAGE>
Page 2 of 2
The purposes of this amendment are to (i) make an administrative change, (ii)
provide change pages, (iii) make revisions to the CDRLs, (iv) provide a copy
of the bidder's list, (v) respond to offeror's questions, (vi) make changes to
the Circular of Requirements and (vii) establish a cut-off date for the
submission of offeror's questions. Accordingly, Request for Proposals (RFP)
N00024-93-R-2200 is hereby amended as follows:
1. On page 1, block 10a is hereby changed to Ms. Nancy Spector, 02225N.
2. Pages 2, 7, 19, 61, 72, 124, 188, 192, 195, 198, 206, 224 and 225 are hereby
deleted and the attached revised pages 2, 7, 19, 61, 72, 124, 188, 192, 195,
198, 206 and 224 are inserted in lieu thereof. thereof. The vertical line(s)
at the left margin donates the chanqe(s).
3. Exhibit A, Table of Contents, to the CDRLs is hereby deleted and replaced
by the attached Exhibit A, Table of Contents.
4. ELIN AOOI is hereby deleted.
5. Attachment 1 for CDRL A015 is provided and hereby incorporated.
6. Data Item Description (DID) for CDRL A028 is hereby deleted and
replaced by the attached Data Item Description (DID) for CDRL A028.
7. ELINs A004, A005, A010, A034, A041, A042, A043, A045, A046, A047, B007,
B018, B026, B061 and B066 are hereby deleted and replaced by attached ELINs
A004, A005, A010, A034, A041, A042, A043, A045, A046, A047, B007, B018, B026,
B061 and B066.
8. The attached list of bidders requesting a copy of the Request for Proposal
in provided for informational purposes.
9. Attached answers are provided to offeror's questions 1-20.
10. Pages 45, 53, 56, 57, 8, 11 12, 62, 63, 63A, 65, 66, 67, 71,
76, 83, 84, 85, 86, 87, 90, 92, E-6, E-8, E-9 and E-10 of the
Circular of Requirements and are replaced by attached pages 45, 53,
56, 57, 8, 11, 12, 62, 63, 63A, 65, 66, 67, 71, 76, 83, 84, 85, 86, 87, 90, 92,
E-6, E-8, E-9 and E-10.
11. The cut-off date and time for submission of offeror's questions is 2:00 PM
ET, 30 October 1992. All questions shall be submitted in writing. A facsimile
transmission to (703) 602-7360 is acceptable.
12. Except as amended herein, all other terms and conditions remain unchanged
and in full force and effect.
<PAGE>
PART I - THE SCHEDULE SECTION A - SOLICITATION/CONTRACT FORM
- -------------------------------------------------------------------------------
SOLICITATION, OFFER AND AWARD
- -------------------------------------------------------------------------------
1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES
UNDER DPAS(15 CFR 350)> D0-A 3 1 226
- -------------------------------------------------------------------------------
2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION
( )SEALED BID (FB)
N00024-93-C-2205 N00024-93-R-2200 ( X )NEGOTIATED (RFP)
- -------------------------------------------------------------------------------
5. DATE ISSUED 6. REQ/PURCHASE
N00024-93-NR
2 OCT 92 91011
- -------------------------------------------------------------------------------
7. ISSUED BY N00024
NAVAL SEA SYSTEMS COMMAND
2531 NATIONAL CENTER BLDG 3
WASHINGTON, D.C. 20362-5160
- --------------------------------------------------------------------------------
8. ADDRESS OFFER TO (If other than item 7)
DEPARTMENT OF THE NAVY
NAVAL SEA SYSTEMS COMMAND, SEA 0291
NATIONAL CENTER BLDG. #3, RM 5E40
WASHINGTON, D.C. 20362-5160
- --------------------------------------------------------------------------------
NOTE: In sealed bid solicitations "offer" and "offeror" means "bid" and
"Bidder"
- --------------------------------------------------------------------------------
(SEE SECTION L) SOLICITATION
- --------------------------------------------------------------------------------
9. Sealed offers an original and XX signed copies for furnishing the supplies
or services in the schedule will be received at the place specified in
item 8, or if handcarried, in the depository located in Block 8 until
2:00 P.M. Eastern ST 13 NOV 92
-------------------- ---------
(Hour) (Date)
CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L,
Provision No. 52-214-7 or 51215-10. All offers are subject to all terms
conditions contained in this solicitation.
- -------------------------------------------------------------------------------
10. FOR INFORMATION A. NAME B.TELEPHONE NO. (include
CALL Ms. Nancy Spector 02225N area code) NO COLLECT CALLS:
(703) 602-1926
- -------------------------------------------------------------------------------
11. TABLE OF CONTENTS
- -------------------------------------------------------------------------------
X'd SEC. DESCRIPTION PAGE(S)
- -------------------------------------------------------------------------------
PART I - THE SCHEDULE
- -------------------------------------------------------------------------------
X A SOLICITATION/CONTRACT FORM 1
- -------------------------------------------------------------------------------
X B SUPPLIES OR SERVICES AND PRICES/COSTS 2-11
- -------------------------------------------------------------------------------
X C DESCRIPTION/SPECS/WORK STATEMENT 12-51
- -------------------------------------------------------------------------------
X D PACKAGING AND MARKING 52-55
- -------------------------------------------------------------------------------
X E INSPECTION AND ACCEPTANCE 56-60
- -------------------------------------------------------------------------------
X F DELIVERIES OR PERFORMANCE 61-62
- -------------------------------------------------------------------------------
X G CONTRACT ADMINISTRATION DATA 63
- -------------------------------------------------------------------------------
X H SPECIAL CONTRACT REQUIREMENTS 64-110
- -------------------------------------------------------------------------------
X'd SEC. DESCRIPTION PAGE(S)
- -------------------------------------------------------------------------------
PART II - CONTRACT CLAUSES
- -------------------------------------------------------------------------------
X I CONTRACT CLAUSES 111-
- -------------------------------------------------------------------------------
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
- -------------------------------------------------------------------------------
X J LIST OF ATTACHMENTS 152
- -------------------------------------------------------------------------------
PART IV - REPRESENTATIONS AND INSTRUCTIONS
- -------------------------------------------------------------------------------
X K REPRESENTATIONS, CERTIFICATIONS AND OTHER
STATEMENTS OF OFFERORS 153-
- -------------------------------------------------------------------------------
X L INSTS. CONDS., AND NOTICES TO OFFERORS 180-
- -------------------------------------------------------------------------------
X M EVALUATION FACTORS FOR AWARD 216-
- -------------------------------------------------------------------------------
OFFER (Must be fully completed by offeror)
- -------------------------------------------------------------------------------
NOTE: Item 12 does not apply if the solicitation includes the provisions at
52214-16, Minimum Bid Acceptance Period.
- -------------------------------------------------------------------------------
12. In compliance with the above, the undersigned agrees, if this offer is
accepted within 120 calendar days (60 days unless a different period is
insured by the offeror) from the date for receipt of offers specified
above, to furnish any or all items upon which prices are offered at the
price set opposite each item, delivered at the designated point(s),
within the time specified in the schedule.
- -------------------------------------------------------------------------------
13. DISCOUNT FOR PROMPT PAYMENT
(See Section I, Clause No. 52232-6)
- -------------------------------------------------------------------------------
10 CALENDAR DAYS 20 CALENDAR DAYS 30 CALENDAR DAYS CALENDAR DAYS
% % % %
- --------------------------------------------------------------------------------
14. ACKNOWLEDGEMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE
(The offeror acknowledges receipt 0001 23 OCT 92
of amendments to the SOLICITATION 0002 03 NOV 92
for offers and related documents 0003 06 NOV 92
numbered and dated:
- --------------------------------------------------------------------------------
15A. NAME CAGE CODE ICC97 FACILITY
AND Avondale Industries, Inc.
ADDRESS Shipyards Division
OF P. O. Box 50280 DUNS#14-462-0747
OFFEROR New Orleans, LA 70150-0280
- --------------------------------------------------------------------------------
16. NAME AND TITLE OF PERSON AUTHORIZED TO
SIGN OFFER (Type or print)
Edmund C. Mortimer
Vice President
Manager, Shipyards Division
- -------------------------------------------------------------------------------
15B. TELEPHONE NO. (Include 15C. CHECK IF REMITTANCE ADDRESS
area code) ( ) IS DIFFERENT FROM ABOVE.
(504)436-2121 ENTER SUCH ADDRESS IN SCHEDULE
- --------------------------------------------------------------------------------
17. SIGNATURE 18. OFFER DATE
\S\ 13 NOV 1992
- --------------------------------------------------------------------------------
AWARD (To be completed by Government)
- --------------------------------------------------------------------------------
19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION
Items 0001 and 0002 $1,200,000 See Attachment A
- --------------------------------------------------------------------------------
22. AUTHORITY FOR USING OTHER THAN FULL AND 23. SUBMIT INVOICES TO ITEM
OPEN COMPETITION: ADDRESS SHOWN IN
(4 copies unless
( ) 10 U.S.C. 2304(c) ( ) otherwise specified)
( ) 41 U.S.C.253(c) ( ) >
- --------------------------------------------------------------------------------
24. ADMINISTERED BY (If other than item 7) CODE N61324
SUPSHIP New Orleans
New Orleans, LA 70142-5700
- --------------------------------------------------------------------------------
23. PAYMENT WILL BE MADE BY CODE N00179
NRFC Washington
- --------------------------------------------------------------------------------
36. NAME OF CONTRACTING OFFICER 27. UNITED STATES OF AMERICA
(Type or print)
Jerry M. Clement \s\
Contracting Officer (Signature of Contracting Officer)
28. AWARD DATE
20 NOV 199
- --------------------------------------------------------------------------------
IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other
authorized official written notice.
- --------------------------------------------------------------------------------
NSN 7540-01-152-8064 33-133 STANDARD FORM #88(REV. 4-85)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
.OOP:1985 O - 461-275 (479) FAR (48 CFR) 53-214(e)
REC'D NOV 23 1992 EST
<PAGE>
<TABLE>
<CAPTION> Attachment A
- ------------------------------------------------------------------------------------------------------------------------------------
A. INPUT - TYPE CODE (CHECK ONE)
FINANCIAL ACCOUNTING DATA SHEET
[ ]ZPC COMMITMENT OF CONTRACT, [ ]ZMC COMMITMENT OF CONTRACT MOD WITH
CALL/ORDER OR MOD TO CALL/ORDER. SUPPL PIIN STARTING WITH LETTER A OR P.
-----------------------------------------------------------------------------------------------------------------------------------
1. PINN NUMBER 2. SUPPL PIIN 3. DATE EFFECTIVE 4. REFERENCE DOCUMENT NO. 5.ICI 6. PAYING OFC 7. TYPE OF MOD
YR. MO. DA.
N0002493C2205 BASIC 92 NOV 19 N0002493NR91011.000
- -----------------------------------------------------------------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
ACCT REFERENCE REF CLIN SLIN QUANTITY UNIT
CODE DOCUMENT ACRN
NUMBER
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A N0002492AFE84YV 0001
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- ---------------------------------------------------------------------------------------- AMOUNT
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
-------- -------------------
ACRN APPROPRIATION SUBHEAD CLASS PARM RFM SA AAA TT PAA PROJ UNIT MCC PDLMS
---------------------------------------------------------------------------
OTHER THAN NAVY ACCOUNTING
- --------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AA 1721319 84YV 000 SA S50 0 068342 2D 980220 02148 000 0200 1,200,000.00
Program Element 64567N is applicable.
TOTAL _ $ 1,200,000.00
</TABLE>
PREPARED BY DATE COMPTROLLER CLEARANCE
-------------------------------------------------
JANET TULL 11/19/92 OBLIGATION OF FUNDS IS AUTHORIZED
IN AMOUNTS SHOWN IN COLUMN 16 ABOVE
-------------------------------------------------
SIGNNATURE\s\ DATE
BY DIRECTION OF T.U. BARNETT
DEPUTY COMMANDER/COMPTROLLER 11-19-92
<PAGE>
PART I - THE SCHEDULE SECTION A - SOLICITATION/CONTRACT FORM
- -------------------------------------------------------------------------------
SOLICITATION, OFFER AND AWARD
- -------------------------------------------------------------------------------
1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES
UNDER DPAS(15 CFR 350) DO-A 3 1 226
- -------------------------------------------------------------------------------
2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION
( )SEALED BID (IFB)
N00024-93-R-2200 ( X )NEGOTIATED (RFP)
- -------------------------------------------------------------------------------
5. DATE ISSUED 6. REQ/PURCHASE
NO. 3-0294-93001
2 OCT 92 N00024-93-NR-93001
- -------------------------------------------------------------------------------
7. ISSUED BY N00024
NAVAL SEA SYSTEMS COMMAND
2531 NATIONAL CENTER BLDG 3
WASHINGTON, D.C. 20362-5160
- --------------------------------------------------------------------------------
8. ADDRESS OFFER TO (If other than item 7)
DEPARTMENT OF THE NAVY
NAVAL SEA SYSTEMS COMMAND, SEA 0291
NATIONAL CENTER BLDG. #3, RM 5E40
WASHINGTON, D.C. 20362-5160
- --------------------------------------------------------------------------------
NOTE: In sealed bid solicitations "offer" and "offeror" means "bid" and
"Bidder"
- --------------------------------------------------------------------------------
(SEE SECTION L) SOLICITATION
- --------------------------------------------------------------------------------
9. Sealed offers an original and XX signed copies for furnishing the supplies
or services in the Schedule will be received at the place specified in
item 8, or if handcarried, in the depository located in Block 8 until
2:00 P.M. EASTERN ST 13 NOV 92
-------------------- ---------
(Hour) (Date)
CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L,
Provision No. 52.214-7 or 51.215-10. All offers are subject to all terms
conditions contained in this solicitation.
- -------------------------------------------------------------------------------
10. FOR INFORMATION A. NAME B.TELEPHONE NO. (Include
CALL Ms. Sharie Bourbeau 02224 area code) NO COLLECT CALLS:
(703) 602-1926
- -------------------------------------------------------------------------------
11. TABEL OF CONTENTS
- -------------------------------------------------------------------------------
X'd SEC. DESCRIPTION PAGE(S)
- -------------------------------------------------------------------------------
PART I- THE SCHEDULE
- -------------------------------------------------------------------------------
X A SOLICITATION/CONTRACT FORM 1
- -------------------------------------------------------------------------------
X B SUPPLIES OR SERVICES AND PRICES/COSTS 2-11
- -------------------------------------------------------------------------------
X C DESCRIPTION/SPECS/WORK STATEMENT 12-51
- -------------------------------------------------------------------------------
X D PACKAGING AND MARKING 52-55
- -------------------------------------------------------------------------------
X E INSPECTION AND ACCEPTANCE 56-60
- -------------------------------------------------------------------------------
X F DELIVERIES OR PERFORMANCE 61-62
- -------------------------------------------------------------------------------
X G CONTRACT ADMINISTRATION DATA 63
- -------------------------------------------------------------------------------
X H SPECIAL CONTRACT REQUIREMENTS 64-110
- -------------------------------------------------------------------------------
X'd SEC. DESCRIPTION PAGE(S)
- -------------------------------------------------------------------------------
PART II - CONTRACT CLAUSES
- -------------------------------------------------------------------------------
X I CONTRACT CLAUSES 111-151
- -------------------------------------------------------------------------------
X PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
- -------------------------------------------------------------------------------
X J LIST OF ATTACHMENTS 152
- -------------------------------------------------------------------------------
PART IV - REPRESENTATIONS AND INSTRUCTIONS
- -------------------------------------------------------------------------------
X K REPRESENTATIONS, CERTIFICATIONS AND OTHER
STATEMENTS OF OFFERORS 153-179
- -------------------------------------------------------------------------------
X L INSTS. CONDS., AND NOTICES TO OFFERORS 180-215
- -------------------------------------------------------------------------------
X M EVALUATION FACTORS FOR AWARD 216-226
- -------------------------------------------------------------------------------
OFFER (Must be fully completed by offeror)
- -------------------------------------------------------------------------------
NOTE: Item 12 does not apply if the solicitation includes the provisions at
52.214-16, Minimum Bid Acceptance Period.
- -------------------------------------------------------------------------------
12. In compliance with the above, the undersigned agrees, if this offer is
accepted within 120 calander days (60 days unless a different period is
inserted by the offeror) from the date for receipt of offers specified
above, to furnish any or all items upon which prices are offered at the
price set opposite each item, delivered at the designated point(s),
within the time specified in the schedule.
- -------------------------------------------------------------------------------
13. DISCOUNT FOR PROMPT PAYMENT
(See Section I, Clause No. 52.232-6)
- -------------------------------------------------------------------------------
10 CALENDAR DAYS 20 CALENDAR DAYS 30 CALENDAR DAYS CALENDAR DAYS
% % % %
- --------------------------------------------------------------------------------
14. ACKNOWLEDGEMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE
(The offeror acknowledges receipt
of amendments to the SOLICITATION
for offers and related documents
numbered and dated:
- --------------------------------------------------------------------------------
15A. NAME CAGE CODE FACILITY
AND
ADDRESS
OF
OFFEROR
- --------------------------------------------------------------------------------
16. NAME AND TITLE OF PERSON AUTHORIZED TO
SIGN OFFER (Type or print)
- -------------------------------------------------------------------------------
15B. TELEPHONE NO. (Include 15C. CHECK IF REMITTANCE ADDRESS
area code) ( ) IS DIFFERENT FROM ABOVE.
ENTER SUCH ADDRESS IN SCHEDULE.
- --------------------------------------------------------------------------------
17. SIGNATURE 18. OFFER DATE
- --------------------------------------------------------------------------------
AWARD (To be completed by Government)
- --------------------------------------------------------------------------------
19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION
- --------------------------------------------------------------------------------
22. AUTHORITY FOR USING OTHER THAN FULL AND 23. SUBMIT INVOICES TO ITEM
OPEN COMPETITION: ADDRESS SHOWN IN
(4 copies unless
( ) 10 U.S.C. 2304(c) ( ) otherwise specified)
( ) 41 U.S.C. 253(c) ( )
- --------------------------------------------------------------------------------
24. ADMINISTERED BY (If other than item 7) CODE
- --------------------------------------------------------------------------------
23. PAYMENT WILL BE MADE BY CODE
- --------------------------------------------------------------------------------
36. NAME OF CONTRACTING OFFICER 27. UNITED STATES OF AMERICA
(Type or print)
(Signature of Contracting Officer
- --------------------------------------------------------------------------------
28. AWARD DATE
- --------------------------------------------------------------------------------
IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other
authorized official written notice.
- --------------------------------------------------------------------------------
NSN 7540-01-152-8064 33-133 STANDARD FORM (REV.4-85)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
.OOP:1985 O - 461-275 (429) FAR (48 CFR) 53.214(e)
<PAGE>
STRATEGIC SEALIFT CONSTRUCTION
SECTION B: SUPPLIES AND/OR SERVICES AND PRICES/COST
<TABLE>
<CAPTION>
ITEM DESCRIPTION PRICE/COST
- ---- ----------- ----------
PHASE 1
<S> <C> <C>
0001 Engineering Design Development for $1,200,000*
Construction of Strategic Sealift Ships (See Note A)
0002 Data for Item 0001 NSP
PHASE II
0003 Acquisition, Detail Design and Target Cost: $
Construction of Strategic Sealift Target Profit:$
Ships (See Notes B, C & D) Target Price: $
Ceiling Price:$
0004 Data for Item 0003 NSP
0005 Provisioned Item Order
(See Contract Requirement C-1)
0006 Data for Item 0005 NSP
0007 Provisioning Technical Documentation $
(PTD) (See Note A)
0008 Technical Manuals (See Notes C & D) NSP
0009 Data for Item 0008 NSP
0010 Crew Orientation and Familiarization $
(See Note A)
0011 Data for Item 0010 NSP
</TABLE>
* ITEM 0001 NOT TO EXCEED $1,200,000
2
<PAGE>
OPTIONS
-------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CY 93
0012 Days at Contractor's Pier after work $ /DAY
under CLIN 0003 has been completed
(See Note A)
CY 94
0103 Acquisition, Detail Design and Target Cost:
Construction of Strategic Sealift Target Profit:$
Ships (See Notes B, C, & D) Target Price: $
Ceiling Price:$
0104 Data for Item 0103 NSP
0105 Provisioned Item Order
(See Contract Requirement C-1)
0106 Data for Item 0105 NSP
0107 Provisioning Technical Documentation $
(PTD) (See Notes A & D)
0108 Technical Manuals (See Notes C & D) NSP
0109 Data for Item 0108 NSP
0110 Crew Orientation and Familiarization $
(See Notes A & D)
0111 Data for Item 0110 NSP
0112 Days at Contractor's Pier after work $ /DAY
under CLIN 0103 has been completed
(See Notes A & D)
</TABLE>
3
<PAGE>
OPTIONS
-------
<TABLE>
<S> <C> <C> <C>
CY 95
0203 Acquisition, Detail Design and Target Cost: $
construction of Strategic Sealift Target Profit: $
Ships (See Notes B, C, & D) Target Price: $
Ceiling Price: $
0204 Data for Item 0203 NSP
0205 Provisioned Item Order
(See Contract Requirement C-1)
0206 Data for Item 0205 NSP
0207 Provisioning Technical Documentation $
(PTD) (See Notes A & D)
0208 Technical Manuals (See Notes C & D) NSP
0209 Data for Item 0208 NSP
0210 Crew Orientation and Familiarization $
(See Notes A & D)
0211 Data for Item 0210 NSP
0212 Days at Contractor's Pier after work $ /DAY
under CLIN 0203 has been completed
(See Notes A & D)
</TABLE>
4
<PAGE>
OPTIONS
-------
<TABLE>
<S> <C> <C> <C>
CY 95
0303 Acquisition, Detail Design and Target Cost: $
Construction of Strategic Sealift Target Profit:$
Ships (See Notes B, C, & D) Target Price: $
Ceiling Price: $
0304 Data for Item 0303 NSP
0305 Provisioned Item Order
(See Contract Requirement C-1)
0306 Data for Item 0305 NSP
0307 Provisioning Technical Documentation $
(PTD) (See Notes A & D)
0308 Technical Manuals (See Notes C & D) NSP
0309 Data for Item 0308 NSP
0310 Crew Orientation and Familiarization $
(See Notes A & D)
0311 Data for Item 0310 NSP
0312 Days at Contractor's Pier after work $ /DAY
under CLIN 0303 has been completed
(See Notes A & D)
</TABLE>
5
<PAGE>
OPTIONS
-------
<TABLE>
<S> <C> <C> <C>
CY 97
0403 Acquisition, Detail Design and Target Cost: $
construction of Strategic Sealift Target Profit:$
Ships (See Notes B, C, & D) Target Price: $
Ceiling Price: $
0404 Data for Item 0403 NSP
0405 Provisioned Item Order
(See Contract Requirement C-1)
0406 Data for Item 0405 NSP
0407 Provisioning Technical Documentation $
(PTD) (See Notes A & D)
0408 Technical Manuals (See Notes C & D) NSP
0409 Data for Item 0408 NSP
0410 Crew Orientation and Familiarization $
(See Notes A & D)
0411 Data for Item 0410 NSP
0412 Days at Contractor's Pier after work $ /DAY
under CLIN 0403 has been completed
(See Notes A & D)
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
NOTE A: These items are to be priced as firm fixed price items.
NOTE B: These items are to be priced on a 50/50 sharing arrangement with a 130%
ceiling price.
NOTE C: These items are to be priced in accordance with Attachment J-17.
NOTE D: Phase II CLIN 0003 and Option Items (if exercised) will be divided into
sub-Items to reflect the appropriate number of construction ships at
the time of contract award. Pricing for CLIN 0003 and Option Items
shall be in accordance with Attachment J-18.
</TABLE>
7
<PAGE>
SCHEDULE
SECTION B: ADDITIONAL CONTRACT REQUIREMENTS
B.1. SPECIAL UNDERSTANDING WITH REGARD TO ACQUISITION, DETAIL
DESIGN AND CONSTRUCTION (PHASE II) EFFORT
a. Notwithstanding the inclusion of CLINs 0003-0012 in Sections B and C of
this contract, the Contractor understands and agrees that the award of a
contract for Engineering Design (Phase I) effort under CLIN 0001 does NOT
authorize the Contractor to proceed with any aspect of the statement of work
associated with detail design and construction of CSP/S-24 ships (i.e., CLINs
0003-0012). Any such work performed by the Contractor prior to execution by the
Contracting Officer of a formal contract modification authorizing the
------
commencement of detail design and construction effort shall be entirely at the
Contractor's risk, and the Contractor shall not be entitled to any adjustment in
contract price or delivery schedule on account of any work so performed.
b. This clause does not constitute a commitment of any kind that the
Government, at any point in the future, will authorize performance of any work
under CLINs 0003-0012 of this contract.
B.2. PROVISIONING TECHNICAL DOCUMENTATION - WITHHOLDING OF PAYMENT (NAVSEA) (SEP
1990)
(a) For the purpose of paragraph (c) of the "PROGRESS PAYMENTS" clause of
this contract, if included, the requirement that the Contractor develop and
deliver Provisioning Technical Documentation (PTD) is considered to be a
"material requirement of this contract," and Contractor failure to make
adequate progress in the development of PTD, or to deliver acceptable PTD on a
timely basis, may result in reduction or suspension of Progress Payments as
provided for in said paragraph.
(b) The PTD is considered to be a part of the "Technical Data" specified to
delivered under this contract for the purposes of the "TECHNICAL DATA--
WITHHOLDING OF PAYMENT" (DFARS 252.227-7030) clause. The terms and conditions of
the clause entitled "LIMITATION ON WITHHOLDING OF PAYMENTS" (FAR 52-232-9), if
included in this contract, shall not apply to withholding of payment for
failure to make timely delivery of the PTD or delivery of deficient PTD.
8
<PAGE>
B.3. OPTIONS
Item(s) 0012 (and if the options are exercised, Items 0112, 0212, 0312 and 0412)
- - The Government may require the Contractor to furnish item 0012 (and if the
options are exercised, Items 0112, 0212, 0312 and 0412) as specified in Section
B, for delivery at the time(s) and place(s) and at the applicable price(s) set
forth herein. The option will be exercised, if at all, by written or
telegraphic notice from the Contracting Officer sent within five days prior to
delivery of the vessel(s).
Item(s) 0103 through 0411 - The Government may require the Contractor to furnish
items 0103 through 0411 as specified in Section B, for delivery at the time(s)
and place(s) and at the applicable price(s) set forth herein. The option(s)
will be exercised, if at all, by written or telegraphic notice from the
Contracting Officer sent within the time specified below:
<TABLE>
<CAPTION>
ITEM(S) OPTION EXERCISE DATE
------- --------------------
<S> <C>
0103 thru 0111 On or before 31 December 1994
0203 thru 0211 On or before 31 December 1995
0303 thru 0311 On or before 31 December 1996
0403 thru 0411 On or before 31 December 1997
</TABLE>
B.4. COMPENSATION (FI) (NAVSEA) (JAN 1990)
The total compensation to be paid the Contractor shall be the sum of the total
final price(s) established in accordance with the "INCENTIVE PRICE REVISION--
FIRM TARGET" (FAR 52.216-16) clause and the amounts payable to or due from the
contractor pursuant to the contract provisions identified in paragraph (d)(1) of
said clause.
B.5. REFUNDS (SPARES AND SUPPORT EQUIPMENT) (NAVSEA) (SEP 1990)
(a) In the event that the price of a spare part or item of support
equipment delivered under this contract significantly exceeds its intrinsic
value, the Contractor agrees to refund the difference. Refunds will only be
made for the difference between the intrinsic value of the item at the time an
agreement on price was reached and the contract price. Refunds will not be made
to recoup the amount of cost decreases that occur over time due to productivity
gains (beyond economic purchase quantity considerations) or changes in market
conditions.
(b) For purposes of this requirement, the intrinsic value of an item is
defined as follows:
(1) If the item is one which is sold or is substantially
9
<PAGE>
similar or functionally equivalent to one that is sold in substantial quantities
to the general public, intrinsic value is the established catalog or market
price, plus the value of any unique requirements, including delivery terms,
inspection, packaging, or labeling.
(2) If there is no comparable item sold in substantial quantities to the
general public, intrinsic value is defined as the price an individual would
expect to pay for the item based upon an economic purchase quantity as defined
in FAR 52.207-4, plus the value of any unique requirements, including delivery
terms, inspection, packaging or labeling.
(c) At any time up to two years after delivery of a spare part or item of
support equipment, the Contracting Officer may notify the Contractor that based
on all information available at the time of the notice, the price of the part or
item apparently exceeds its intrinsic value.
(d) If notified in accordance with paragraph (c) above, the Contractor agrees
to enter into good faith negotiations with the Government to determine if, and
in what amount, the Government is entitled to a refund.
(e) If agreement pursuant to paragraph (d) above cannot be reached, and the
Navy's return of the new or unused item to the Contractor is practical, the
Navy, subject to the Contractor's agreement, may elect to return the item to the
Contractor. Upon return of the item to its original point of Government
acceptance, the Contractor shall refund in full the price paid. If no agreement
pursuant to paragraph (d) above is reached, and return of the item by the Navy
is impractical, the Contracting Officer may, with the approval of the Head of
the Contracting Activity, issue a Contracting Officer's final decision on the
matter, subject to Contractor appeal as provided in the "DISPUTES" clause (FAR
52.233-1).
(f) The Contractor will make refunds, as required under this requirement, in
accordance with instructions from the Contracting Officer.
(g) The Contractor shall not be liable for a refund if the Contractor advised
the Contracting Officer in a timely manner that the price it would propose for a
spare part or item of support equipment exceeded its intrinsic value, and with
such advice, specified the estimated proposed price, the estimated intrinsic
value and known alternative sources or items, if any, that can meet the
requirement.
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(h) This requirement does not apply to any spare parts or items of support
equipment whose price is determined through adequate price competition. This
requirement also does not apply to any spare part or item of support equipment
with a unit price in excess of $100,000; or in excess of $25,000 if the
Contractor submitted, and certified the currency, accuracy and completeness of,
cost or pricing data applicable to the item.
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SCHEDULE
SECTION C: DESCRIPTION/SPECIFICATION/WORK STATEMENT
PHASE I
ITEM 0001 - ENGINEERING DESIGN DEVELOPMENT FOR CONSTRUCTION OF STATEMENT SEALIFT
SHIP(S)
1. Engineering Design of Conventional Sealift
Prepositioned/Surge CSP/S-24 Ships
The Contractor shall perform all work necessary to develop the engineering
design for construction of CSP/S-24 Strategic Sealift Ships, in accordance
with the Circular of Requirements (COR) for Strategic Sealift Ships,
Attachment J-1, and other requirements of this contract. The engineering
design shall bein compliance with the rules and requirements of the
regulatory bodies listed in the COR, Attachment J-1, in effect at the time
of issuance of this solicitation.
The engineering design effort shall result in Engineering Design Ship
Specifications, Contract Drawings and required approvals from regulatory
bodies, in accordance with the Contract Data Requirements List (CDRL),
Attachment J-5. The Engineering Design Ship specifications shall
constitute the configuration baseline and shall be suitable for use by the
Contractor for detail design and construction of Strategic Sealift
Ship(s).
The sustained ship speed of 24 knots at 90% of Maximum Continuous Rating
(MCR) at draft of the Design Load Departure condition, coupled with
achieving at least the minimum, with a goal to maximize the possible cargo
area above threshold, within the ship dimensions, as specified in the COR,
Attachment J-l, are prime concern to the Government. Engineering
calculations for speed versus power predictions, and model tests to verify
the 24 knot speed, shall be performed and reported in accordance with the
CDRL, Attachment J-5. Engineering calculations and drawings shall be
provided to demonstrate the Contractor's ability to meet the square
footage requirements of the COR, Attachment J-1.
In the process of meeting the technical requirements of the COR, if the
ship is to be constructed in sections and then transported to a different
site for assembly, a concept description must be provided with detailed
description and engineering calculations in accordance with the CDRLs,
Attachment J-5:
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(1) A detailed procedure for the process to be accomplished including
major work packages to the ship, a detailed schedule of milestones of the work
(i.e., floating, attachment, etc.), a detailed sequencing of movement of major
parts of the ship and ship sections.
(2) A detailed statement of specific experience with multiple floating
of parts of ships, sequencing of multiple actions, with multiple parts of
multiple ships, etc. for the yard and for the individuals involved in key
engineering positions.
(3) A detailed procedure for towing the sections to the assembly yard.
(4) Procedures for a detailed structural analysis on both the ship and
ship sections and on the dock and dock sections for the dynamics of floating,
moving, etc., if the joining is done on a floating dock.
(5) Procedures for fitting up and constructing longitudinal strength
when hull sections are joined.
(6) Procedures for joining mechanical systems, at any interface between
sections of the ship, and procedures for splicing or pulling cable through
interfaces between sections of the ship.
(7) Procedures for insuring that docking blocks are structurally
adequate and in correct locations for landing the intact ship and the
independent discrete sections of the hull after load shifting.
(8) Procedures for ensuring that unstable ship sections are not
floated but remain down and heavy on the blocks when other ship sections are
moved in the same dock.
The Contractor shall perform the logistics requirements of his engineering
design in accordance with the Integrated Logistic Support (ILS) Requirements,
Attachment J-4; Standardization Requirements, Attachment J-3; and Data
Management Requirements, Attachment J-9. Configuration management shall be in
accordance with the Configuration Management Requirements, Attachment J-10.
The Contractor shall provide projected HM&E operational and maintenance costs
over a typical ten year operating period. This operation and support (O&S) cost
shall be in accordance with the CDRL, Attachment J-5.
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Design reviews will be conducted at approximately six to eight week intervals
at the Naval Sea System Command (NAVSEA) Headquarters in Arlington, Virginia, at
a time designated by the Government. The Contractor shall prepare and present
these design reviews. The Contractor shall submit an agenda to the Government
prior to each meeting in accordance with the CDRL, Attachment J-5.
Immediately after contract award, the NAVSEA Program Manager may schedule a
post-award conference to be conducted at NAVSEA Headquarters in Arlington, VA.
All CSP/S-24 ship documentation, including engineering information, ship
selected records, technical manuals, maintenance and operations data, and
equipment safety and operation label plates shall be written and provided in
standard American English language.
2. Program Management
The Contractor shall provide the management necessary to ensure effective
cost, schedule and technical performance under this contract in accordance with
the Program Management Requirements, Attachment J-6.
3. Class Standardization
a. Class Standard Equipment (CSE)
CSE required for CSP/S-24 ship construction is listed in Appendix A to the
COR, Attachment J-1, and the CSE List, Schedule A, Attachment J-2. The
engineering design Contractor shall be responsible for integration of the
Government designated CSE into the ship design developed. Technical and
supporting engineering information for the CSE, provided to the Contractor by
the Government, will include equipment interface and performance data
necessary for the design integration and logistic support determination.
-------- ------- -------------
b. Contractor Furnished Equipment (CFE) Intra-Class Standardization
In selection of equipment, emphasis shall be placed on within-hull and
intra-class standardization, and on the availability of life cycle support
items. The Contractor shall ensure maximum within-hull and intra-class
equipment standardization in accordance with the Standardization Requirements,
Attachment J-3, utilizing the HM&E Equipment Data Research System (HEDRS) to
acquire equipment already provisioned and supported in the Navy supply system.
The Government will provide notional Interface Control Drawings in advance of
the actual drawings to facilitate engineering design.
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4. Alternative Approaches/Concepts
If the Contractor, in the performance of the engineering design phase, desires
to have alternative approaches or concepts considered to the requirements stated
in the COR, Attachment J-1, or the referenced Operational Requirements Document
(ORD), the Contractor may submit, during the first 30 days only, in accordance
with Item A028, CDRL, Attachment J-5, such alternative(s) for Government
consideration. The Government will promptly review such alternative(s) and
advise all offerors via a no cost contract modification, of any alternative
concept or approach that will be incorporated into the COR/ORD. Alternative
approaches or concepts, other than those implemented under the provision of this
section, will not be accepted or considered during the Phase II selection
process.
5. Defense Acquisition Pilot Program
The Strategic Sealift Program is currently a candidate for designation as a
"Defense Acquisition Pilot Program" (DAPP), pursuant to section 809 of the
National Defense Authorization Act for Fiscal Year 1991 (P.L. 101-150). The
purpose of this program is to increase the efficiency and effectiveness of the
acquisition process for designated major defense acquisition programs by
ensuring that such programs benefit, to the greatest practicable extent, from a
streamlined commercial acquisition approach. Accordingly, if Congress should
approve the designation of the Strategic Sealift Program as a DAPP, many
applicable statutory and/or regulatory requirements may be considered for waiver
or given limited effect in the interest of streamlining the acquisition process.
In this connection,, the Contractor is invited to submit, for Government
review and consideration, recommendations regarding waivers or modifications of
such requirements which, in the Contractor's opinion, might be of significant
benefit to the strategic Sealift Program Acquisition process. The Contractor
should submit any such recommendations in accordance with CDRL A-003, Attachment
J-5.
6. Cargo Data Packages
The Contractor shall provide data packages to support end user cargo management
applications, including the Computer Aided Embarkation Management System (CAEMS)
and the Computerized Deployment System (CODES).
a. The Contractor shall provide all ship specific data required to support
CAEMS modeling in accordance with the CDRL, Attachment J-5.
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b. The Contractor shall provide all ship specific data required by the
Guidelines for Creating a Master Ship Disk for the Computerized Deployment
System (CODES) in accordance with the CDRL, Attachment J-5.
ITEM 0002 - DATA FOR ITEM 0001
Data for CLIN 0001, and the proposal for accomplishing the work in Phase II,
shall be submitted in accordance with the CDRL, Attachment J-5.
PHASE II
ITEM 0003 - (and if the options are exercised, Items 01013, 0203, 0303 and 0403)
ACQUISITION, DETAIL DESIGN, AND CONSTRUCTION OF STRATEGIC SEALIFT SHIPS (CSP/S-
24) PROPOSED UNDER CLIN 0001
1. General
a. The Contractor shall perform detail design, construct, test and deliver
CSP/S-24 Strategic Sealift ships, fully outfitted and complete in all respects.
b. All Classification items, all Certification items, all Statement of Fact
items (under the American Bureau of Shipping (ABS) responsibility) in accordance
with Attachment J-1, and all certification and compliance documentation required
by the U.S. Regulatory Bodies shall become effective with the delivery of each
ship.
C. The Contractor shall develop, validate, and deliver technical, logistic,
and other documentation in accordance with the CDRL, Attachment J-5.
d. All CSP/S-24 ship documentation, including engineering information, ship
selected records, technical manuals, maintenance and operations data, and
equipment safety and operation label plates shall be written and provided in
standard American English language.
e. With the exception of the purchase and delivery to the Contractor's
facility of CSE provided by the Government, described in Attachment J-2, the
Contractor shall furnish all manpower, material, equipment, facilities,
technical information, and services necessary to accomplish the work under this
contract, including integration of the CSE into the ship during detail design
and construction.
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f. Welding, welding inspection and records, welders' qualifications, non-
destructive testing, and non-destructive testing personnel qualifications shall
be in accordance with the requirements of the ABS Rules, or MIL-STD-278 and MIL-
STD-271, respectively. The Contractor shall choose one method, either ABS or
MIL-STD, notifying both the Government and ABS of the decision and maintaining
that approach for the life of this contract.
g. The Contractor shall be responsible for the ship's safety, security and
protection until released from this responsibility upon acceptance of the
completed vessel by the Government.
h. The Contractor shall provide for handling and berthing of the ship at his
facility, and for access to open water for sea trials and departure.
2. Program Management
a. Upon Phase II authorization, the NAVSEA Program Manager will schedule a
pre-construction conference with the Contractor, at the Contractor's facility.
b. In the performance of this contract, the Contractor shall establish,
maintain and use Cost/Schedule Control Systems (C/SCS) meeting the criteria set
forth in FOD FAR Supplement 252.234-7001, "COST SCHEDULE CONTROL SYSTEMS". The
Contractor shall be prepared to support a C/SCS review no later than three (3)
months after contract award.
c. The Contractor and required subcontractors meeting C/SCS criteria in
accordance with DOD FAR Supplement 252.234-7001 shall develop periodic status
reports detailing cost and schedule performance and the progress of the program
in accordance with the CDRL, Attachment J-5.
d. The Contractor shall provide the management necessary to ensure cost
effectiveness, on-schedule completion and proficient technical performance
under this contract for the design and construction of the ship as well as the
quality and reliability of all services performed in accordance with the Program
Management Requirements, Attachment J-6.
e. The Contractor shall identify to the Government and maintain visibility
of all problems and potential problems impacting on the design development, ship
construction, and the associated schedules, and shall report their resolution in
the contract problem reports in accordance with Additional Contract Requirement
C-7 and the CDRL, Attachment J-5.
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d. The Contractor shall provide the management necessary to ensure cost
effectiveness, on-schedule completion and proficient technical performance under
this contract for the design and construction of the ship as well as the quality
and reliability of all services performed in accordance with the Program
Management Requirements, Attachment J-6.
e. The Contractor shall identify to the Government and maintain visibility
of all problems and potential problems impacting on the design development, ship
construction, and the associated schedules, and shall report their resolution in
the contract problem reports in accordance with Additional Contract Requirement
C-7 and the CDRL, Attachment J-5.
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f. In selection of equipment, emphasis shall be placed on within-hull and
intra-class standardization, and on the availability of life cycle support
items. The Contractor shall ensure maximum within-hull and intra-class
equipment standardization in accordance with the Standardization Requirements,
Attachment J-3, utilizing the HM&E Equipment Data Research System (HEDRS) to
acquire equipment already provisioned and supported in the Navy supply system.
g. Integrated Logistic Support (ILS), comprehensive crew orientation and
familiarization, and documentation shall be provided in accordance with the ILS
Requirements, Attachment J-4; the Provisioning Technical Documentation
Requirements (PTDR), Attachment J-7; and the Technical Manual Contract
Requirements (TMCR), Attachment J-8. Data management shall be in accordance
with the Data Management Requirements, Attachment J-9. Configuration management
shall be in accordance with the Configuration Management Requirements,
Attachment J-10., and the Contractor shall perform the configuration management
of the CSE in his custody.
h. Contractor Cost Data Report (CCDR)
The Contractor shall furnish CCDRs in accordance with the Contractor Cost
Data Reporting Plan, Strategic Sealift Shipbuilding Program: New Construction
(Attachment J-19) and Attachment J-5.
3. Detail Design and Construction
a. Detail Design
(1) The Contractor, shall develop a detail design for the construction
of CSP/S-24 Strategic Sealift ships. The design shall meet the requirements set
forth in the COR, Attachment J-1, and the Ship Specifications developed during
Engineering Design, CLIN 0001. The Contractor shall carry out all engineering,
technical, and support efforts necessary for development of the detail design
that is required for the construction and outfitting of each ship.
(2) The Contractor shall obtain all approvals, certifications and
classification documentation from the ABS, the U.S. Coast Guard (USCG), and
other relevant regulatory bodies, and shall ensure that the ship design conforms
to the applicable laws of the United States.
(3) All Classification items, all Certification items, all Statement
of Fact items (under the American Bureau of Shipping (ABS) responsibility) in
accordance with Attachment J-1, and all certification and compliance
documentation required by the U.S. Regulatory Bodies shall become effective with
the delivery of each ship.
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(4) Design reviews will initially be conducted at approximately monthly
intervals for the first 18 months of detail design and construction. Subsequent
Detail Design Reviews will be conducted coincident with Production Progress
Conferences (PPCs) at the Contractor's facility, approximately quarterly, as
scheduled by the Government. The Contractor shall prepare and present the
Design Reviews.
b. Ship Construction
(1) The Contractor shall perform all tasks required to construct each
Strategic Sealift Ship in accordance with the COR, Attachment J-1, and the
Ship Specifications developed under CLIN 0001. Construction shall comprise the
total effort of building and testing the ship, including the preparation of
work instructions, shop sketches, and other drawings, diagrams, schedules,
plans and data incidental to the construction effort. The Contractor is
responsible for the facilities, materials, engineering, planning, and logistic
support required to construct the ship in accordance with the detail design
developed by the Contractor and the requirements of this contract. The
Contractor shall prepare all production plans and schedules required for the
construction of the ship, including tests and trials schedules.
(2) The Contractor shall integrate, install, test, and maintain the CSE
delivered to the Contractor by the Government. The Contractor shall make
arrangements with the CSE contractor for receiving the CSE. The Contractor
shall store and maintain the CSE, including configuration management, until
installation, fully complying with warranty requirements.
(3) The Contractor shall obtain all Classification items, all
Certification items, all Statement of Fact items (under the American Bureau of
Shipping (ABS) responsibility) in accordance with Attachment J-1, and all
certification and compliance documentation required by the rules and regulations
of the ABS, USCG, and other relevant Regulatory Bodies. The Contractor shall
ensure that each ship, when constructed in accordance with the Ship
Specifications and the COR, Attachment J-1, meets the applicable laws of the
United States.
(4) The Contractor shall drydock each ship within six (6) months of
delivery and prior to the inclining experiment, to conduct a final hull
inspection, inspection of the painting system and coating, and perform any
cleaning as necessary.
(5) Each ship shall be successfully inclined within 30 days prior to
initial sea trials.
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(6) Production Progress Conferences (PPCs), will be conducted at the
Contractor facility, scheduled as determined by the Government, approximately
----------
quarterly. The Contractor shall prepare and present the Production Progress
Conference reviews as part of the conference agenda. The Contractor shall
submit the agenda in accordance with the Program Management Requirements,
Attachment J-6, and the CDRL, Attachment J-5.
c. Contractor Furnished Equipment (CFE)
(1) The Contractor shall develop the technical specifications, and
perform the procurement and other tasks necessary to identify, procure, manage
and install all Contractor Furnished Equipment (CFE) and Contractor Furnished
Materials (CFM) required for ship construction, complying with the
Standardization Requirements, Attachment J-3. For all equipment purchased
under this contract, the Contractor shall procure Installation and Checkout
(I&C) spares, ancillary items, and loose hardware necessary for installation
and test, as part of the procurement package to be delivered with the
equipment. The Contractor shall obtain, consolidate, and provide the
provisioning documentation, allowance lists, and supporting technical
documentation required for all CFE and CFM. The Contractor shall obtain
warranties for CFE. Warranties shall transfer to the Government and shall be
effective for a period ending eleven (11) months after delivery of the vessel
in which installed and as specified in Additional Contract Requirement EHl.
(2) In selection of equipment, emphasis shall be placed on within-hull
and intra-class standardization, and on the availability of life cycle support
items such as technical manuals, crew familiarization documentation,
provisioning data, drawings, spares, test equipment and test procedures as
specified in the Standardization Requirements, Attachment J-3. The Contractor
shall ensure maximum within-hull and intra-class equipment standardization in
accordance with the Standardization Requirements, Attachment J-3, utilizing
the HM&E Equipment Data Research System (HEDRS) to acquire equipment already
provisioned and supported in the Navy supply system.
4. Quality Assurance
The primary emphasis of quality assurance shall be to achieve initial quality,
with inspection for and correction of defects as a supporting function.
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a. The Contractor shall develop, for approval by the Government, and
implement a Quality Assurance/Inspection System Program Plan in accordance with
MIL-I-45208 or ISO 9000. The plan shall describe the Contractor's management
controls which are used to ensure compliance with the contract requirements and
the COR, Attachment J-1.
b. The Contractor shall procure equipment and technical information under
this contract to meet the technical, administrative and quality assurance
requirements as set forth herein.
c. Material discrepancies identified by the Government will be provided to
the Contractor for reconciliation, and correction of the related quality
assurance process. The Contractor shall include, in his response to Government
reported deficiencies, the date by which corrective action shall be
implemented, in accordance with the CDRL, Attachment J-5.
5. Configuration Management
a. The Contractor shall develop a Detail Design and Construction
Configuration Management Plan which shall describe the process to be used to
assure positive control of both approved and recommended changes to the baseline
configuration described in the COR, Attachment J-1, and determined by the
Engineering Design Ship Specifications. The plan shall also describe the
process for establishing configuration identification and the status accounting
process which will be used, in accordance with the Configuration Management
Requirements, Attachment J-10.
b. The Contractor shall initiate and maintain configuration control and
shall develop engineering change proposals, requests for deviations, and
requests for waivers, together with supporting documentation, in accordance with
Additional Contract Requirement C-6.
c. The Contractor shall prepare and maintain Configuration Status Accounting
(CSA) records to be utilized as the master configuration record for the ship, in
accordance with the Configuration Requirements, Attachment J-10.
6. Maintenance of Ship Specifications
The Contractor shall update and maintain the Ship Specifications throughout
the detail design and construction phase, reflecting changes from the
configuration baseline developed and prepared during Phase I. The master Ship
Specifications shall be kept as the configuration baseline. Each change shall
be documented separately from the master Ship
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Specifications to ensure a precise configuration audit trail. The updated Ship
Specifications shall be used as the working document. The Contractor shall
deliver final copies of the Ship Specifications in accordance with the CDRL,
Attachment J-5.
7. Maintenance of Ship's Drawings
a. General
(1) All working drawings and vendor drawings shall indicate contract
number and hull number.
(2) Dates and file numbers of Government and Regulatory Body approval
letters and engineering change decisions shall be indicated on all drawings.
(3) Drawings shall be complete in themselves (including bills of
material), with adequate reference to other drawings, sketches and catalogs for
details and notes.
(4) The Contractor may request simultaneous approval of working and
vendor drawings by Regulatory Bodies as applicable.
(5) Each vendor drawing shall be identified as to its specific
application.
(6) Vendor drawings shall be certified correct by the vendor.
(7) All drawings shall be clear and legible and capable of reproduction
in electronic media.
b. Ship Drawings Set
Upon ship delivery,, the Contractor shall provide the selected record
drawings, diagrams, and booklets describing the configuration of each completed
ship, in accordance with the CDRL, Attachment J-5.
c. Trim and Stability Booklet
A trim and stability booklet in conformance with COMSCINST 9000.1A shall be
prepared in accordance with CDRL, Attachment J-5.
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8. Major Milestone Schedules
a. The Contractor shall provide a master erection schedule in accordance
with the CDRL, Attachment J-5. This schedule shall be in sufficient detail to
identify all engineering, including that to be accomplished by major
subcontractors, material ordering and delivery, and production activities which
impact on project scheduling. At a minimum, the schedule shall include start
and completion of: fabrication, assembly and erection of major structural units,
installation of major foundations, major material receipt, machinery
installations, electrical systems installation, systems checkout/testing,
compartment closeout, and outfitting. Scheduling information provided shall be
in sufficient detail that critical path(s) to construction completion can be
identified. The master erection schedule shall be updated and distributed in
accordance with the CDRL, Attachment J-5.
b. A separate key event schedule shall be developed by the Contractor and
submitted in accordance with the CDRL, Attachment J-5. The schedule shall
contain dates for start of construction, start/completion of crane installation,
light-off, trials, and other Contractor/Government approved significant events.
The key event schedule shall be updated and reissued monthly with distribution
in accordance with the CDRL, Attachment J-5.
9. Maintenance and Preservation
The Contractor shall prepare, submit, and upon ABS approval, implement a plan
for the preservation and maintenance of the material condition of the ship, its
equipment, and CSE in his custody during the construction period, in accordance
with the CDRL, Attachment J-5. The Contractor shall initiate the approved plan,
and ensure continuous maintenance coverage of the entire ship throughout
construction and the delivery trials. The Contractor shall maintain the
security and preservation of all the above material and shall include the
maintenance requirements identified by the Government to maintain the warranties
and material condition of the CSE. The Maintenance and Preservation Plan shall
be in accordance with Attachment J-6, Program Management Requirements. Best
commercial engineering practice and maintenance experience with similar marine
equipment and systems shall be employed.
10. Cargo Data Packages
The Contractor shall provide data packages to support end user cargo
management applications, including the Computer Aided Embarkation Management
System (CAEMS) and the Computerized Deployment System (CODES).
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a. The Contractor shall provide all ship specific data required to support
CAEMS modeling in accordance with the CDRL, Attachment J-5.
b. The Contractor shall provide all ship specific data required by the
Guidelines for Creating a Master Ship Disk for the Computerized Deployment
System (CODES) in accordance with the CDRL, Attachment J-5.
11. Access, Availability Periods, Support Facilities, Safety and Security
a. Access to Ship
Officers and employees of the Government, and employees of other prime
contractors with the Government and their subcontractors, as authorized by the
Administrative Contracting Officer (ACO), shall have, at all reasonable times,
admission to the shipyard, and access to each ship where and as required, to
perform and fulfill their respective obligations to the Government, and as
specified in Additional Contract Requirements C-2 and C-3.
b. Safety and Security
The Contractor shall develop a Ship Design and Modification Safety report,
including a checklist of system safety criteria in accordance with the
Integrated Logistic Support Requirements, Attachment J-4. The Contractor shall
review and apply pertinent standards, specifications, regulations, design
handbooks, and other sources for applicable safety considerations, and the
Contractor shall support the approved risk reduction activities. The Contractor
shall conduct all construction work in accordance with commercial safety
practices, and all applicable federal, state, and local laws and regulations.
The Contractor shall be responsible for safeguarding equipment and material
against pilferage, damage, and vandalism.
12. Trials
a. The Contractor shall conduct a test and trials program in accordance with
the Test and Evaluation Requirements, Attachment J-12. The Contractor shall
provide a phased, sequenced schedule addressing ship tests and trials in
accordance with the CDRL, Attachment J-5. The schedule shall include factory
and installation tests for major equipment, system tests, and dock and sea
trials.
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b. The Contractor shall conduct Dock Trials, Builder's Trials, and
Acceptance Trials, and shall support Final Contract Trials to ensure delivery of
complete ships which are capable of performing the full range of design
requirements and are free from deficiencies. Acceptance Trials and Final
Contract Trials will be Board of Inspection and Survey (INSURV) trials and shall
be conducted in accordance with INSURVINST 9080.2 and OPNAVINST 4700.8 series.
13. CSE Technical Services
CSE Technical Services will be provided by the CSE contractor and the
respective CSE vendors to support installation, check-out, and test, and the
development of related crew orientation and familiarization descriptive
materials. The ship construction Contractor shall retain final responsibility
for total ship test and evaluation, and preparation of the crew orientation and
familiarization syllabus.
ITEM 0004 (and if the options are exercised, Items 0104, 0204, 0304 and 0404) -
DATA FOR ITEM 0003
Data for CLIN 0003, and if the options are exercised, Items 0103, 0203, 0303
and 0403, shall be submitted in accordance with the CDRL, Attachment J-5.
ITEM 0005 (and if the options are exercised, Items 0105, 0205, 0305 and 0405) -
PROVISIONED ITEM ORDER (See Section C-1)
The Contractor shall provide material specified in orders in accordance with
Additional Contract Requirement C-1.
ITEM 0006 (and if the options are exercised, Items 0106, 0206, 0306 and 0406) -
DATA FOR ITEM 0005
Data for CLIN 0005, and if the options are exercised, Items 0105, 0205, 0305
and 0405 shall be submitted in accordance with the CDRL, Attachment J-5.
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ITEM 0007 (and if the options are exercised, Items 0107, 0207, 0307 and 0407) -
PROVISIONING TECHNICAL DOCUMENTATION (PTD)
The Contractor shall provide Provisioning Technical Documentation (PTD) as
specified in the ILS Requirements, Attachment J-4 and the Provisioning Technical
Documentation Requirements, Attachment J-7. The PTD shall be in accordance with
MIL-STD-1388-2A dated 20 July 1984, MIL-STD-1561B dated 17 November 1984, the
Provisioning Requirements Statement (PRS), and the CDRL, Attachment J-5.
ITEM 0008 (and if the options are exercised, Items 0108, 0208, 0308 and 0408) -
TECHNICAL MANUALS
The Contractor shall be responsible for supplying a full set of technical
manuals, in Standard American English, to support operation and maintenance of
the entire ship. The Contractor shall provide technical manuals in accordance
with the ILS Requirements, Attachment J-4 and the Technical Manual Contract
Requirements (TMCR), Attachment J-8.
For second and subsequent ships, if manuals are identical to those of the
first ship which received approval, the Government shall be notified, and,
with approval in writing from the Government, only shipboard copies are
required. If a manual is not identical, differences shall be highlighted, and
only those specific pages shall be distributed for approval. After approval of
the specific pages in the particular manual, a complete copy of that final
manual shall be distributed.
ITEM 0009 (and if the options are exercised, Items 0109, 0209, 0309 and 0409) -
DATA FOR ITEM 0008
The Contractor shall provide technical manuals and related data to the
place(s) and at the time(s) specified in the Technical Manual Contract
Requirements (TMCR), Attachment J-8 and the CDRL, Attachment J-5.
ITEM 0010 (and if the options are exercised, Items 0110, 0210, 0310 and 0410) -
CREW ORIENTATION AND FAMILIARIZATION
Crew orientation and familiarization shall be performed in accordance with
ILS Requirements, Attachment J-4.
ITEM 0011 (and if the options are exercised, Items 0111, 0211, 0311 and 0411) -
DATA FOR ITEM 0010
DATA for CLIN 0010, and if the options are exercised, Items 0111, 0211,
0311 and 0411 shall be submitted in accordance with the CDRL, Attachment J-5.
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OPTION ITEM 0012 (and if the options are exercised, Items 0112, 0212, 0312 and
0412) - DAYS AT CONTRACTOR'S PIER AFTER CLIN 0003 COMPLETION
The Contractor shall provide up to forty-five (45) additional days, as
needed, upon preliminary acceptance of each ship by the Government, at the
Contractor's pier and the ship shall be in such position as to permit crewing,
Government performed crew orientation and familiarization, loadup of stores, and
bunkering. Days at Pier shall be reimbursed on a daily basis. During this
period, the ship shall be provided with all services including, but not limited
to shore power, crane service, compressed air supply, shore steam, telephone
service, fire protection, personnel protection and security necessary to
maintaining its status as accepted.
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ADDITIONAL CONTRACT REQUIREMENTS
C-1 PROVISIONED ITEMS ORDER - ALTERNATE I (SEP 90)
(Applicable to Item(s) 0005, and if the options are exercised, Item(s)
0105, 0205, 0305 and 0405)
(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 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 a signed SF 1411 (Contract Pricing Proposal) or such other 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 on 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. A clause substantially the same as the clause entitled "CONTRACT
DEFINITIZATION" (FAR 52.216-25) shall be included in any undefinitized order.
27
<PAGE>
(d) Unilateral Undefinitized orders. (1) For a unilateral undefinitized order,
-------------------------------
the Contractor shall within ten calendar days of receipt of the order notify the
Contracting Officer in writing if it takes exception to the ceiling amount
and/or the delivery schedule and shall propose a revised ceiling amount and/or a
revised delivery schedule at that time. For unilateral undefinitized orders to
which the Contractor takes no exception, the Contractor is obligated to perform
just as if it were a fully definitized order.
(2) After receipt of the Contractor's Proposal to establish the revised
ceiling amount and/or the revised delivery schedule, the Contracting Officer
shall: (1) adjust the ceiling amount and/or revise the delivery schedule; (2)
advise the Contractor that the order will be adjusted in a different amount than
proposed by the Contractor; or (3) advise the Contractor that no adjustment will
be made. In the event the Contractor has taken exception to the ceiling amount
and/or the delivery schedule and has submitted a timely proposal in accordance
with the preceding requirement and the Contracting Officer has not accepted the
Contractor's proposal, the Contractor shall not be obligated to perform the
order beyond the point at which it would be entitled to be compensated in an
amount in excess of the Government's limitation of liability contained in the
unilateral 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, including SF 1411. 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 proposal, beginning of negotiations and, if appropriate, submission of make-
or-buy and subcontracting plans and cost or pricing data. The schedule shall
provide for definitization of the order by the earlier of:
28
<PAGE>
(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 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 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.
29
<PAGE>
(3) If the Contractor submits a qualifying proposal (as defined in DFARS
217.7401) to definitize an order before the Contractor has incurred costs in
excess of fifty percent of the ceiling amount, the Contracting Officer may
increase the limitation of Government liability to up to seventy-five percent of
the maximum ceiling amount or up to seventy-five percent 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 the above subparagraphs (c)
--------------
regarding establishment of the maximum ceiling amount and paragraphs (e)(2),
(f)(2) and (f)(3) do not apply to undefinitized orders for the purchase of
initial spares.
(h) The following Military Standards apply to all orders:
MIL-STD-1561B, Provisioning Procedures, dated 17 November 1984;
MIL-STD-1388-2A, DoD Requirements for a Logistic Support Analysis
Record, dated 20 July 1984, with Notice 1 dated 14 February 1986
and NAVSEA Addendum dated December 1988
30
<PAGE>
(i) Terminal Date for Placement of Orders. The Contractor shall not be
-------------------------------------
obligated to accept any orders placed hereunder beyond the guaranty period set
forth in the clause entitled "GUARANTY PERIOD" for the last article under the
applicable item called for in Section B hereof for which the supplies or
services are being acquired, provided, however, that deliveries or performance
--------
of such supplies or services shall be completed not later than the expiration of
said guaranty period.
(j) Segregation of Costs. The Contractor shall segregate the costs of
--------------------
performance of each undefinitized order from the cost of performance of any
other work performed by the Contractor.
(k) Ordering. The cognizant ordering activity(ies) are designated below:
--------
31
<PAGE>
C-2 ACCESS TO THE VESSEL(S) (AT) (NAVSEA) (JAN 1983)
Officers, employees and associates of other prime Contractors with the
Government and their subcontractors, shall, as authorized by the Supervisor,
have, at all reasonable times, admission to the plant, access to the vessel(s)
where and as required, and be permitted, within the plant and on the vessel(s)
to perform and fulfill their respective obligations to the Government. The
Contractor shall make reasonable arrangements with the Government or Contractors
of the Government, as shall have been identified and authorized by the
Supervisor to be given admission to the plant and access to the vessel(s) for
office space, work areas, storage or shop areas, or other facilities and
services, necessary for the performance of the respective responsibilities
involved, and reasonable to their performance.
C-3 ACCESS TO VESSELS BY NON-U.S. CITIZENS (NAVSEA) (SEP 1990)
(a) No person not known to be a U.S. citizen shall be eligible for access to
naval vessels, work sites and adjacent areas when said vessels are under
construction, conversion, overhaul, or repair, except upon a finding by
COMNAVSEA or his designated representative that such access should be permitted
in the best interest of the United States. The Contractor shall establish
procedures to comply with this requirement and NAVSEAINST 5500.3 (series) in
effect on the date of this contract or agreement.
(b) If the Contractor desires to employ non-U.S. citizens in the performance of
work under this contract or agreement that requires access as specified in
paragraph (a) of this requirement, approval must be obtained prior to access for
each contract or agreement where such access is required. To request such
approval for non-U.S. citizens of friendly countries, the Contractor shall
submit to the cognizant Contract Administration Office (CAO), an Access Control
Plan (ACP) which shall contain as a minimum, the following information:
(1) Badge or Pass oriented identification, access, and movement control
system for non-U.S. citizen employees with the badge or pass to be worn or
displayed on outer garments at all times while on the Contractor's facilities
and when performing work aboard ship.
(i) Badges must be of such design and appearance that permits easy
recognition to facilitate quick and positive identification.
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<PAGE>
(ii) Access authorization and limitations for the bearer must be
clearly established and in accordance with applicable security regulations and
instructions.
(iii) A control system, which provides rigid accountability
procedures for handling lost, damaged, forgotten or no longer required badges,
must be established.
(iv) A badge or pass check must be performed at all points of entry to
the Contractor's facilities or by a site supervisor for work performed on
vessels outside the Contractor's plant.
(2) Contractor's plan for ascertaining citizenship and for screening
employees for security risk.
(3) Data reflecting the number, nationality, and positions held by non-
U.S. citizen employees, including procedures to update data as non-U.S. citizen
employee data changes, and pass to cognizant CAO.
(4) Contractor's plan for ensuring subcontractor compliance with the
provisions of the Contractor's ACP.
(5) These conditions and controls are intended to serve as guidelines
representing the minimum requirements of an acceptable ACP. They are not meant
to restrict the Contractor in any way from imposing additional controls
necessary to tailor these requirements to a specific facility.
(c) To request approval for non-U.S. citizens of hostile and/or communist-
controlled countries (listed in Department of Defense Industrial Security
Manual,, DOD 5220.22-M or available from cognizant CAO), Contractor shall
include in the ACP the following employee data: name, place of birth,
citizenship (if different from place of birth), date of entry to U.S.,
extenuating circumstances (if any) concerning immigration to U.S., number of
years employed by Contractor, position, and stated intent concerning U.S.
citizenship. COMNAVSEA or his designated representative will make individual
determinations for desirability of access for above group. Approval of ACP's
for access of non-U.S. citizens of friendly countries will not be delayed for
approval of non-U.S. citizens of hostile communist controlled countries. Until
approval is received, Contractor must deny access to vessels for employees who
are non-U.S. citizens of hostile and/or communist-controlled countries.
33
<PAGE>
(d) An ACP which has been approved for specific Master Ship Repair Agreement
(MSRA) or Agreement for Boat Repair (ABR) or Basic Ordering Agreement (BOA), is
valid and applicable to all job orders awarded under that agreement.
(e) The Contractor shall fully comply with approved ACPs. Noncompliance by the
Contractor or subcontractor serves to cancel any authorization previously
granted, in which case the Contractor shall be precluded from the continued use
of non-U.S. citizens on this contract or agreement until such time as the
compliance with an approved ACP is demonstrated and upon a determination by the
CAO that the Government's interests are protected. Further, the Government
reserves the right to cancel previously granted authority when such cancellation
is determined to be in the Government's best interest. Use of non-U.S.
citizens, without an approved ACP or when a previous authorization has been
canceled, will be considered a violation of security regulations. Upon
confirmation by the CAO of such violation, this contract, agreement or any job
order issued under this agreement may be terminated or default in accordance
with the clause entitled "DEFAULT (FIXED-PRICE SUPPLY AND SERVICES)" (FAR
52.249-8) for "DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT)" (FAR 52.249-9),
as applicable.
(f) Prime Contractors have full responsibility for the proper administration of
the approved ACP for all work performed under this contract or agreement,
regardless of the location of the vessel, and must ensure compliance by all
subcontractors, technical representatives and other persons granted access to
U.S. Navy vessels, adjacent areas, and work sites.
(g) In the event the Contractor does not intend to employ non-U.S. citizens in
the performance of the work under this contract, but has non-U.S. citizen
employees, such employees must be precluded from access to the vessel and its
work site and those shops where work on the vessel's equipment is being
performed. The ACP must spell out how non-U.S. citizens are excluded from
access to contract work areas.
(h) The same restriction as in paragraph (g) above applies to other than non-
U.S. citizens who have access to the Contractor's facilities (e.g., for
accomplishing facility improvements, from foreign crewed vessels within its
facility, etc.).
34
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C-4 APPROVAL BY THE GOVERNMENT (AT) (NAVSEA) (JAN 1983)
Approval by the Government as required under this contract and applicable
specifications shall not relieve the Contractor of its obligation to comply with
the specifications and with all other requirements of the contract, nor shall it
impose upon the Government any liability it would not have had in the absence of
such approval.
C-5 ASSIGNMENT AND USE OF STOCK NUMBER (NAVSEA) (SEP 1990)
To the extent that National Stock Numbers (NSNs) or preliminary NSNs are
assigned by the Government for the identification of parts, pieces, items,
subassemblies or assemblies to be furnished under this contract, the Contractor
shall use such NSNs or preliminary NSNs in the preparation of provisioning
lists, package labels packing lists, shipping containers and shipping documents
as required by applicable specifications, standards or Data Item Descriptions of
the contract or as required by orders for spare and repair parts. The cognizant
Government Contract Administration Office shall be responsible for providing the
Contractor such NSNs or preliminary NSNs which may be assigned and which are not
already in possession of the Contractor. NSNs are not required to appear on any
equipment, parts or components (including spare and repair parts) to be
furnished under this contract.
35
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C-6 CONFIGURATION MANAGEMENT (NAVSEA) (SEP 1990)
(a) Baseline Definition - For configuration control purposes, all contractual
-------------------
documentation in effect at the time of contract award shall constitute the
Contract Baseline which shall be considered incorporated in the baseline
documentation.
(b) General Requirement - (1) The Contractor shall maintain a Configuration
-------------------
Control Program to assure that all detail level work being performed under this
contract is in compliance with appropriate baseline documentation. The
Contractor shall prepare a Configuration Management Plan for approval by the
Government.
(2) Whenever a situation arises wherein the Contractor cannot comply with
a baseline document, or whenever intent of such documentation is significantly
changed by detail level documentation, the Contractor shall submit change
documents to modify baseline documents to resolve the conflict or to allow non-
compliance. Whenever the cost of implementing a proposed change is less than
$500,000, the Contractor shall provide documentation explaining the nature of
related costs as shown on the change document. Whenever the contract cost
changes by more than $500,000, the Contractor shall complete a SF 1411 detailing
all related costs, and attach it to the change document. Change documentation
shall be submitted to the Supervisor in accordance with the Contract Data
Requirements List (CDRL), and as described in paragraphs (c) through (f) below.
(c) Engineering Change Proposals (Short Form, DD Form 1693) - MIL-STD-481B
-------------------------------------------------------
shall be used as general guidance for completing this standard form. This form
shall be used 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 (Ship
Specifications, Contract Drawings, etc.), and a change to the baseline document
is considered an appropriate means of resolving a design-related issue.
Documentation shall be developed in sufficient detail to enable Government
review and evaluation of the merits of the proposed change, including cost and
scheduling impact, ship class impact, and consequences if disapproved. Due to
space limitations of the Standard DD Form 1693, the Contractor may use form
continuation sheets to assure that sufficient detailed information, including
appropriate illustrations, is provided. All existing drawings and technical
manuals impacted by the change shall be listed along with a brief narrative
explanation of needed changes to incorporate the Engineering Change Proposal
(ECP) if approved. Weight and moment data incidental to the change shall be
provided in Block 15 of the form. The Contractor shall also prepare applicable
baseline
36
<PAGE>
document insert sheets, with specific word changes or proposed re-write, to
facilitate baseline documentation changes.
(d) Non-Engineering Change Proposals (NAVSEA Form 4130) - This form shall be
---------------------------------------------------
used to document administrative, procedural, scheduling, or documentation
changes that do not directly impact the physical configuration of the ship. The
completed Form 4130 should explain the nature of the problem, identify the
applicable baseline document (i.e., Contract Data Requirement List (CDRL),
Contract Clause, etc.) and provide a detailed explanation justifying the
proposed course of action desired to resolve the problem. Due to the space
limitation on the form, continuation sheets may be used. Insert sheets for
applicable documents shall also be attached to facilitate change action in the
event the Non-Engineering Change Proposal (NECP) is approved.
(e) Deviations and Waivers (DD Form 1694) - In the event that a baseline
-------------------------------------
design-related document requirement cannot be met, and a change to the baseline
document is considered inappropriate, the Contractor shall submit a request for
deviation or waiver, as applicable. The explanation of "need for deviation" of
Block 24 should provide detailed justification and consequences of approval, to
include technical details explaining the degree of non-compliance or effect on
ship equipment or system operation constraints. In a similar manner, a waiver
shall document an "as built" configuration that departs from baseline
documentation, and should include any proposed corrections or modifications to
better meet the intent of the baseline document. MIL-STD-481B provides guidance
in completing DD Form 1694.
(f) Equitable Adjustments for Change Documentation Preparations - For its
-----------------------------------------------------------
effort expended in preparing ECPs, NECPs, Deviations and Waivers, the Contractor
shall receive equitable adjustment under the following circumstances.
(1) In the event the Contractor, on its own initiative, and without
written request from the Government, develops a change document that is later
disapproved by the Government, the Contractor shall bear the cost of this
effort.
(2) To avoid such loss, and at its option, the Contractor may submit a
"preliminary" document that outlines intent, but without detailed supporting
documentation and request the Supervisor's approval for expenditure of effort to
complete the detailed supporting documentation. In the event the Supervisor
denies this request, the Contractor will bear the cost of development of the
"preliminary" document, and shall make no further effort to complete detailed
supporting documentation.
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<PAGE>
(3) In the event the Supervisor approves the Contractor's request to
develop supporting documentation, the Contractor shall be equitably
compensated for its effort for both the "preliminary" and "final"
documentation, regardless of whether or not the change document is later
approved.
(4) In the event the Government requests in writing that the Contractor
develop change documentation, the effort expended by the Contractor in
developing such documentation shall be subject to equitable adjustment,
regardless of whether or not the change document is later approved.
(5) In the event the Contractor, on its own initiative, and without
written request from the Government, develops a change document that is later
approved by the Government, the cost of developing such documentation shall be
incorporated in the contract modification that implements the change.
(6) Failure to agree to such equitable adjustment in contract price shall
constitute a dispute, and shall be adjudicated in accordance with the
requirements of the clause entitled "DISPUTES" (FAR 52.233-1).
(g) The Contractor shall verify (by physical inspection of the vessel) to the
Government, that all Field Modification Requests (FMRs) and Headquarters
Modification Requests (HMRs) (including Government responsible trial items) have
been incorporated into the vessel. Verification shall include:
(1) List of all HMRs and FMRs authorized to date.
(2) List of those HMRs and FMRs verified to be complete.
(3) List of those HMRs and FMRs which are partially complete or not
started with scheduled date for their completion.
(h) Any cost reduction proposal submitted pursuant to the clause entitled
"VALUE ENGINEERING" (FAR 52.248-1) shall be submitted as a Code V Engineering
Change Proposal (VECP) on the DD Form 1692 series and shall be supplemented by
the information required by the "VALUE ENGINEERING" clause.
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C-7 CONTRACTOR PROBLEM IDENTIFICATION REPORTS (NAVSEA) (SEP 1990)
(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 on 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;
(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
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submission of a CPIR, however, does not relieve the Contractor of its
obligations to provide notice required under any other requirement of this
contract.
C-8 CONTRACTOR'S PROPOSAL (NAVSEA) (SEP 1990)
(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 CDRL A010, Proposal for Acquisition. Detail Design and
--------------------------------------------------
Construction of Strategic Sealift Ships dated 21 June 1993 in response to
- --------------------------------------- ------------
NAVSEA Solicitation No. N00024-93-R-2200, and obligations to which the
----------------
Contractor committed itself to in the Contractor's Best and Final Offer dated 26
--
August 1993.
- -----------
(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 52.215-33) 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 specifications" in
the order of precedence.
C-9 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 U.S.C 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 C.F.R.
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.
C-10 NOT USED
40 MODIFICATION P00004
<PAGE>
C-11 DRYDOCK CERTIFICATION (NAVSEA) (OCT 1990)
The drydocking of all vessels on or after 1 January 1980 shall be accomplished
in dry docks certified in accordance with MIL-STD-1625.
C-12 HEAVY WEATHER PLAN (NAVSEA) (APR 1992)
In order to ensure that Navy vessels and materials are protected during the
hurricane or "heavy weather" season, the Contractor is required to have a
written Heavy Weather Plan or Procedure which assigns responsibilities and
prescribes actions to be taken in the event a hurricane is expected to approach
or to strike the place of performance. The Contractor shall furnish to the
cognizant Shipbuilding, Conversion and Repair, U.S. Navy, upon his request, a
copy of such Heavy Weather Plan, and shall make such changes in the plan as the
Supervisor considers necessary and reasonable to protect and care for vessels
and machinery and equipment to be installed therein.
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C-13 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT (FIXED PRICE) (NAVSEA)
(OCT 1990)
(a) Contract Specifications. The Government will furnish, if not included as
-----------------------
an attachment to the contract, any unique contract specifications set forth in
Section C.
(b) Contract Drawings and Data. The Government will furnish contract drawings,
--------------------------
design agent drawings, ship construction drawings, and/or other design or
alteration data cited or referenced in Section C or in the contract
specification as mandatory for use or for contract guidance.
(c) Government Furnished Information (GFI). GPI is defined as that information
--------------------------------------
essential for the installation, test, operation, and interface support of all
Government Furnished Material enumerated on NAVSEA Form 4205/19 or Schedule A,
as applicable, attached to the contract. The Government shall furnish only the
GFI identified on the NAVSEA Form 4340/2 or Schedule C, as applicable, attached
to the contract. The GFI furnished to the contractor need not be in any
particular format. Further, the Goverment reserves the right to revise the
listing of GFI on the NAVSEA Form 4340/2 or Schedule C, as applicable, as
follows:
(1) The Contracting Officer may at any time by written order:
(i) delete, supersede, or revise, in whole or in part, data listed or
specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable; or
(ii) add items of data or information to NAVSEA Form 4340/2 or
Schedule C, as applicable; or
(iii) establish or revise due dates for items of data or information
in NAVSEA Form 4340/2 or Schedule C, as applicable.
(2) If any action taken by the Contracting Officer pursuant to
subparagraph (1) immediately above causes an increase or decrease in the costs
of, or the time required for, performance of any part of the work under this
contract an equitable adjustment shall be made in the contract price and
delivery schedule in accordance with the procedures provided for in the clause
of this contract entitled "CHANGES - FIXED PRICE" (FAR 52.243-1).
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(d) Except for the Government information and data specified by paragraphs (a),
(b), and (c) above, the Government will not be obligated to furnish the
contractor any specification, standard, drawing, technical documentation, or
other publication, notwithstanding anything to the contrary in the contract
specifications, the GFI listed on the NAVSEA Form 4340/2 or Schedule C, as
applicable, the clause of this contract entitled "GOVERNMENT PROPERTY (FIXED-
PRICE CONTRACTS)" (FAR 52.245-2), or any other term or condition of this
contract.
(e) Referenced Documentation. The Government will not be obligated to furnish
------------------------
Government specifications and standards, including Navy standard and type
drawings and other technical documentation, which are referenced directly or
indirectly in the contract specifications set forth in Section C and which are
applicable to this contract as specifications. Such referenced documentation
may be obtained from:
Standardization Document
Order Desk, Building 4, Section D
700 Robbins Avenue
Philadelphia, Pennsylvania 19111-5094
Commercial specifications and standards, which may be referenced in the contract
specification or any sub-tier specification or standard, are not available from
Government sources and should be obtained from the publishers.
NOTE: These requirements do not apply with respect to nuclear propulsion plant
systems and other matters under the technical cognizance of the Deputy
Commander, Nuclear Propulsion Directorate, Naval Sea Systems Command.
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C-14 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.
C-15 PLANS AND OTHER DATA (FT) (NAVSEA) (JAN 1983)
Whenever the Department shall so require, the Contractor shall, at the cost of
reproduction, furnish to whomsoever may be designated by the Department
(including other shipbuilding Contractors), copies of working plans (including
reproducibles), selected record plans, indices, material schedules, plan
schedules, purchase specifications and other data relating to the construction
of the vessel. The furnishing of such data shall not constitute any guaranty or
warranty, either express or implied, by the Contractor other than that they are
correct copies of such data.
C-16 PLANT PROTECTION (NAVSEA) (SEP 1990)
(a) The Contractor shall provide for its plant and the work in process under
this contract such safeguards, including personnel, devices, and equipment, as
would constitute reasonable protection under peacetime conditions (in the light
of the size of the plant and the scope of its operations) against all hazards,
including unauthorized entry, malicious mischief, theft, vandalism and fire.
(b) In addition to the foregoing precautions, the Contractor shall provide such
additional safeguards as may be required or approved by the Contracting Officer
for the protection of its plant and the work in process under this contract
against espionage, sabotage, and enemy action. The cost to the Contractor of
all safeguards so required or approved shall, to the extent allocable to this
contract, be reimbursed to the Contractor in the same manner as if the
Contractor has furnished such safeguards pursuant to a change order issued under
the clause of this contract entitled "CHANGES--FIXED PRICE" (FAR 52.243-1) or
"CHANGES--COST-REIMBURSEMENT" (FAR 52.243-2), as applicable. Such cost shall
not include any allowance on account of overhead expense, except shop overhead
charges incident to the construction or installation of such devices or
equipment.
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(c) Upon payment by the Government of the cost to the Contractor of any device
or equipment required or approved under paragraph (b) above, title thereto shall
vest in the Government, and the Contractor shall comply with the instructions of
the Contracting Officer respecting the identification and disposition thereof.
No part or item of any such devices or equipment shall be or become a fixture by
reason of affixation to any realty not owned by the Government.
C-17 PRINTING OF TECHNICAL MANUALS, PUBLICATIONS, CHANGES, REVISIONS AND
AMENDMENT - ALTERNATE I (NAVSEA) (SEP 1990)
(a) The printing, duplication, and binding of all technical manuals, books, and
other publications, and changes, amendments, and revisions thereto, including
all copies and portions of such documents which are required to be prepared and
furnished under this contract for review, approval or otherwise, shall be
accomplished in accordance with the issue of "Government Printing and Binding
Regulations", published by the Joint Committee on Printing, Congress of the
United States, as in effect on the date of this contract.
(b) Publications and other printed or duplicated material which (1) are
prepared and carried by equipment manufacturers for regular commercial sale or
us, and (2) require no significant modification for military use or to meet
the requirements of this contract, or (3) are normally supplied for commercial
equipment, shall be provided by the Contractor. Except for material falling
within (1) through (3) of this paragraph, the printing of technical manuals,
publications, changes, revisions, or amendments by the Contractor or
subcontractor is prohibited.
(c) The Contractor shall have the printing and binding of final approved
technical manuals, publications, changes, revisions and amendments thereto, as
required under this contract (whether prepared by the Contractor or a
subcontractor), printed at Government expense by or through the Navy
Publications and Printing Service Office (NPPSO) in the Naval District in which
the Contractor is located, in accordance with the following general procedures:
(1) Prior to preparation of materials for printing (photolithographic
negatives or camera-ready copies) by the Contractor or a subcontractor, the
Contractor shall make arrangements with the NPPSO and with the designated
Contract Administration Office for printing and binding which shall include:
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(i) Citation of contract number;
(ii) Security classification of materials to be printed;
(iii) Establishment of a schedule for printing, including estimated
delivery date to NPPSO;
(iv) Provisions for furnishing photolithographic negatives or
camera-ready copies and art work in the proper sequence for printing;
(v) A check-off list to verify the printing sequence of text pages
and foldouts in the form prescribed by NPPSO;
(vi) Complete printing instructions, which shall specify colors, if
required for specific pages, the trim size, including apron, if required, for
each foldout/in or chart, or other unique requirements;
(vii) Type of binding (sidewire stitch, loose leaf, screw posts,
etc.); and
(viii) Other instructions, as applicable, such as packing instructions,
quantity for each addressee, required delivery schedule, or delivery
instructions. (The Contractor shall provide an address list and addressed
mailing labels for each addressee).
(2) The Contractor shall ship, all transportation charges paid, to NPPSO
or a contract printer designated by NPPSO, the complete set of photolithographic
negatives or camera-ready copies required to be printed in accordance with the
detailed procedures specified by NPPSO. The NPPSO shall sign the acceptance
block of the DD Form 250 for reproducible quality only.
(3) For steam and electrical plant composite diagrams, the Contractor
shall provide an original Mylar print of the diagram to the NPPSO with a guide
indicating the color of each line. NPPSO will prepare the color separation
negatives for the composite diagram and return those to the Contractor for
editorial review. NPPSO will correct any errors and print the corrected
composite diagram.
(4) NPPSO will furnish or provide for all supplies and services (including
binders) which are necessary to accomplish the printing and binding.
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<PAGE>
(5) NPPSO will pack and ship or provide for packing and shipping of the
printed material to the Contractor and the distribution list furnished by the
Contractor in accordance with the printing order, unless distribution by the
Contractor is otherwise required by the terms of the contract, the
specifications, or otherwise, in which case the printed and bound publications
will be returned to the Contractor for distribution.
(6) NPPSO will pack and ship the material used for printing to the NPPSO,
4th Naval District, for storage.
(d) (1) In establishing the schedule for printing, the Contractor shall
provide for furnishing the photolithographic negatives or camera-ready copies to
NPPSO in time to allow at least the following minimum number of working days
(eight-hour day, five days per week exclusive of Saturdays, Sundays, and
holidays) from date of acceptance of material for printing at NPPSO to date of
shipment of printed material from NPPSO.
<TABLE>
<CAPTION>
Minimum number of working
Printing days required by NPPSO
- -------- -------------------------
<S> <C>
Up to 200 pages 30
201 pages to 400 pages inclusive 40
401 pages to 600 pages inclusive 50
601 pages and over 60
</TABLE>
(2) If NPPSO exceeds the delivery requirements established in accordance
with paragraph (c)(1)(iii), for the item(s) specified, the time shall be
extended by an equivalent number of working days, provided that the Contractor
requests such extensions, in writing, to the Contracting Officer and submits
with its request sufficient evidence to enable the Contracting Officer to
determine the validity of the Contractor's request. If performance of all or
part of the work under this contract is delayed or interrupted by said late
shipment by NPPSO, an adjustment shall be made pursuant to the "GOVERNMENT DELAY
OF WORK" (FAR 52.212-15) clause of the contract.
(e) The Contractor's shall not be responsible for the quality, or quality
control, of printing performed by NPPSO or a printer under contract to NPPSO,
and the Government shall reimburse the Contractor for any costs incurred on
account of replacement of material lost or damaged by NPPSO or a printer under
contract to NPPSO. If such loss or damage of material causes a delay or
interruption of performance of all or any part of the work under this contract,
an adjustment shall be made pursuant to the "GOVERNMENT DELAY OF WORK" clause of
the contract.
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<PAGE>
(f) The costs of printing, binding, packing and distribution by NPPSO of the
publications and changes described herein (but not the costs of preparing
photolithographic negatives, camera-ready copies and other materials for
printing and the costs of transporting or shipping such materials to NPPSO or a
contract printer designated by NPPSO) shall be borne by the Government.
(g) Procurement of photographic negatives and/or camera-ready copies the
Contractor is authorized only when the terms of the Joint Committee on Printing
(JCP) Authorization No. 23383 of 25 October 1968 are met.
C-18 PROTECTION OF THE VESSEL (NAVSEA) (SEP 1990)
(a) The Contractor shall exercise reasonable care, as agreed upon with the
supervisor, to protect the vessel from fire, and shall maintain a system of
inspection over the activities of its welders, burners, riveters, painters, pipe
fitters, and similar workers, and of its subcontractors, particularly where such
activities are undertaken in the vicinity of the vessel's magazines, fuel oil
tanks, or store rooms containing inflammable materials. All ammunition, fuel
oil, motor fuels, and cleaning fluids shall have been off-loaded and the tanks
cleaned, except as may be mutually agreed upon between the Contractor and the
Supervisor prior to work on the vessel by the Contractor. Fire hose lines shall
be maintained by the Contractor ready for immediate use on the vessel at all
times while the vessel is berthed alongside the Contractor's pier or in dry
dock. All tanks under alteration or repair shall be cleaned, washed, and
steamed out or otherwise made safe to the extent necessary, and the Contractor
shall furnish the vessel's Gas Free Officer and the Supervisor with a "Gas
Chemists' Certificate" before any hot work is done. The Contractor shall
maintain a fire watch aboard the vessel in areas where the Contractor is
working. All other fire watches aboard the vessel shall be the responsibility
of the Government.
(b) Except as otherwise provided in contractually invoked technical
specifications or NAVSEA furnished directives, while the vessel is at the
Contractor's plant and when the temperature becomes as low as thirty-five
degrees Fahrenheit, the Contractor shall assist the Government when requested in
keeping all pipe-lines, fixtures, traps, tanks, and other receptacles on the
vessel drained to avoid damage from freezing, or if this is not practicable, the
vessel shall be kept heated to prevent such damage. The vessel's stern tube and
propeller hubs shall be protected by the Contractor from frost damage by applied
heat through the use of a salamander or other proper means.
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(c) The work shall, whenever practicable, be performed in such manner as not
to interfere with the work performed by military personnel attached to the
vessel, and provisions shall be made so that personnel assigned shall have
access to the vessel at all times, it being understood that such personnel will
not unduly interfere with the work of the Contractor's workmen.
(d) The Contractor shall at all times keep the site of the work on the vessel
free from accumulation of waste material or rubbish caused by its employees, or
the work performed by the Contractor in accordance with this contract, and at
the completion of such work shall remove all rubbish from and about the site of
the work, and shall leave the work in its immediate vicinity "broom clean",
unless more exactly specified by the Supervisor.
C-19 SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (NAVSEA) (FEB 1991)
(a) The Government has an interest in maintaining a competitive market for
switchboards to be used on U.S. Naval vessels. The requirements of 10 U.S.C.
2507 result in a major component of certain switchboards (i.e. air circuit
breakers) being available from a single domestic source who is also a competitor
for such switchboards. Therefore, the Contractor shall evaluate subcontract
proposals for such switchboards exclusive of air circuit breaker content or on
some other basis that ensures an equitable switchboard competition.
(b) Notwithstanding approval of the Contractor's purchasing system or the
thresholds established in the "Subcontracts" clause the Contractor shall, in all
cases involving subcontracts which contain air circuit breakers for
switchboards, give advance notification to the contracting officer and obtain
written consent of the contracting officer prior to placing any such
subcontract. Such advance notification shall include all information required
by the "SUBCONTRACTS (FIXED-PRICE CONTRACTS)" (FAR 52.244-1) clause.
49
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C-20 TESTS AND TRIALS (NAVSEA) (OCT 1990)
During the conduct of required tests and trials, the vessel shall be under the
control of the Contractor and the Contractor's crew with representatives of the
Contractor and the Government on board to determine whether or not the work done
by the Contractor has been satisfactorily performed. The Contractor shall
provide and install all fittings and appliances which may be necessary for dock
and sea trials to enable the representatives of the Government to determine
whether the requirements of the contract have been met, and the Contractor shall
install and remove instruments and apparatus furnished by the Government for
such trials, as required by the specifications.
C-21 SHIPBUILDING PRODUCTION PROGRESS CONFERENCES
a. The Contractor agrees to host and attend shipbuilding production progress
meetings, to be held at the Contractor's plant, or if the Government so elects,
at the Naval Sea Systems Command, beginning three (3) months after the effective
date of this contract. The purpose of the meeting is to report progress,
anticipated delays, manning, receipt of Contractor-furnished material,
design/production problems, and other related matters. These meetings will be
held approximately quarterly.
b. It is agreed and understood that the reports to be made by the Contractor
pursuant to this clause are additional to, and not in substitution for, reports
and notices required to be made or given by the Contractor pursuant to other
clauses of this contract, including, but not limited to, the "CHANGES" clause.
C-22 SUPERVISOR/SHIPS FORCE FACILITIES
(a) The Contractor shall provide offices, drafting rooms, and rooms and
equipment for the reproduction of items such as plans, booklets, test memoranda,
and allowance lists for the use of the Supervisor, his assistants, other
Government employees, approximately twelve persons to support the ship and
ship's crew as set forth in Attachment J-4. These spaces shall be of adequate
size for such purposes and shall be furnished, ventilated, lighted, and heated.
The Contractor shall furnish all cleaning services for keeping the rooms, shower
and toilet facilities, including soap and towels, in order and clean. Furniture
(including locks) for stationery, file cases for cards, letters, plans,
inspection reports, test reports, and orders for material; safes, desks,
drafting tables, chairs, stools and clothes lockers or hooks for clothing shall
be furnished by the Contractor for offices, drafting and reproduction rooms.
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(b) The Contractor shall provide convenient automobile parking facilities for
the Supervisor, his assistants, and other Goverment employees in proportion to
those that are provided by the Contractor to his employees.
(c) In lieu of providing the Supervisor with space and equipment for plan and
correspondence reproduction, the Contractor may instead provide these services
from his own facilities to the extent that it is necessary for the Supervisor to
administer the contract.
(d) The Contractor shall furnish and maintain telephones in the Supervisor's
offices. Such telephones shall be connected to the Contractor's telephone
system and the local telephone system. Toll charges for the Supervisor's
telephone calls will be paid for by the Government. Separate lines for fax
machines and computer dedicated modem lines, not through a switchboard, shall be
furnished.
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SECTION D - PACKAGING AND MARKING
Item(s) 0002, 0004, 0006, 0008, 0009, 0011 (and, if the options are exercised,
Items 0102, 0104, 0106, 0108, 0109, 0111, 0202, 0204, 0206, 0208, 0209, 0211,
0302, 0304, 0306, 0308, 0309, 0311, 0402, 0404, 0406, 0408, 0409, and 0411) -
Data shall be prepared for shipment in accordance with best commercial practice.
Item 0005 (and if the options are exercised, Items 0105, 0205, 0305 and 0405) -
The supplies ordered hereunder shall be preserved, packaged, and packed in
accordance with instructions to be given by the Administrative Contracting
Officer (ACO) or the Navy Ships Parts Control Center (SPCC) Contracting
Officer. When not otherwise specified, spare and repair parts shall be packaged
and packed in accordance with "Level A Packaging and Packing" of Military
Specification MIL-E-17555H, dated 15 November 1984.
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SECTION D - ADDITIONAL REQUIREMENTS
D.1. IDENTIFICATION MARKING OF PARTS (NAVSEA) (OCT 1990)
(a) Identification marking of individual parts within the systems, equipments,
assemblies, subassemblies, components, groups, sets or kits, and of spare and
repair parts shall be done in accordance with applicable specifications and
drawings. To the extent identification marking of such parts is not specified
in applicable specifications or drawings, such marking shall be accomplished
in accordance with the following:
(1) Parts not manufactured to Government specifications shall be marked in
accordance with generally accepted commercial practice.
(2) Parts manufactured to Government specifications shall be marked as
follows:
(i) Electrical parts - that is, all parts in electrical equipments
and electrical parts when used in equipments which are not electrical in nature
(e.g., electric controls and motors in a hydraulic system) - shall be identified
and marked in accordance with MIL-STD-1285B, or, where MIL-STD-1285B does not
cover such a part, in accordance with MIL-STD-130G. Requirements of DOD-STD-
1686A for Electrostatic Discharge Control shall be addressed.
(ii) Electronic Parts - that is, all parts in electronic equipments
and electronic parts when used in equipments which are not electronic in nature
(e.g., electronic fuel controls in some engines) - shall be identified and
marked in accordance with Requirement 67 of MIL-STD-454M, with Notice 1.
Requirements of DOD-STD-1686A for Electrostatic Discharge Control shall be
addressed.
(iii) Parts other than electrical or electronic parts (as described
above) shall be identified and marked in accordance with MIL-STD-130G.
(b) In cases where parts are so small as not to permit identification marking
as provided above, such parts shall be appropriately coded so as to permit ready
identification.
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D.2. MARKING OF REPORTS (NAVSEA) (SEP 1990)
All reports delivered by the Contractor to the Government under this contract
shall prominently show on the cover of the report:
(1) name and business address of the Contractor
(2) contract number
(3) contract dollar amount
(4) whether the contract was competitively or non-competitively awarded
(5) sponsor:
-------------------------------------
(Name of Individual Sponsor)
-------------------------------------
(Name of Requiring Activity)
-------------------------------------
(City and State)
D.3. MARKING AND PACKAGING LIST(S) (NAVSEA) (SEP 1990)
(a) Marking. Shipments, shipping containers and palletized unit loads shall be
-------
marked in accordance with MIL-STD-129.
(b) Packing List(s). A packing list (DD Form 250 Material Inspection and
---------------
Receiving Report may be used) identifying the contents of each shipment,
shipping container or palletized unit load shall be provided by the Contractor
with each shipment in accordance with the latest issuance of MIL-STD-129. When
a contract line item identified under a single stock number includes an
assortment of related items such as kit or set components, detached parts or
accessories, installation hardware 2or material, the packing list(s) shall
identify the assorted items.
Where DD Form 1348-1 or DD Form 1348-IA is applicable and an assortment of
related items is included in the shipping container, a packing list identifying
the contents shall be furnished.
(c) Master Packing List. In addition to the requirements in paragraph (b)
-------------------
above, a master packing list shall be prepared where more than one shipment,
shipping container or palletized unit load comprise the contract line item being
shipped. The master packing list shall be attached to the number one container
and so identified.
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(d) Part Identification. All items within the kit, set, installation hardware
-------------------
or material shall be suitably segregated and identified within the unit pack(s)
or shipping container by part number and/or national stock number. Refer to
MIL-STD-129 for marking of assorted (related-unrelated) items.
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SECTION E - INSPECTION AND ACCEPTANCE
Item(s) 0002, 0004, 0006, 0008, 0009, 0011 (and, if the options are exercised,
Items 0102, 0104, 0106, 0108, 0109, O111, 0202, 0204, 0206, 0208, 0209, 0211,
0302, 0304, 0306, 0308, 0309, 0311, 0402, 0404, 0406, 0408, 0409, and 0411) -
Inspection and Acceptance shall be as specified on the attached DD Form 1423.
Item 0003 (and if the options are exercised, Items 0103, 0203, 0303 and 0403) -
Upon completion of the construction, the ship(s) shall be inspected and accepted
at the following location:
(to be filled in at time of authorization to proceed with Phase II)
- -------------------------------------------------------------------
The procedures for inspection and acceptance of the ship(s) are set forth in the
following requirement of this contract:
<TABLE>
<CAPTION>
Contract Section Requirement
---------------- -----------
<C> <C>
Section E Preliminary Acceptance
Inspection
Inspection Facilities
Final Acceptance
Guaranty
Section F Delivery of Completed Vessels
</TABLE>
Item 0005 (and if the options are exercised, Items 0105, 0205, 0305 and 0405) -
Inspection and acceptance shall be effected in accordance with that established
by the modification.
Item 0007 (and if the options are exercised, Items 0107, 0207, 0307 and 0407) -
The Government may accept, conditionally accept, or reject the Provisioning
Technical Documentation (PTD) within sixty days after its delivery, or as
specified on the applicable CDRL(s). A notice of conditional acceptance shall
state any corrective action required by the Contractor. If PTD is rejected,
the Contractor may be required, at the option of the Government, to correct
any or all of the PTD. The Contractor shall at no additional cost to the
Government make any necessary changes, modifications or corrections to the
PTD. The Government shall take action on the corrected PTD within the time
limit specified above. Government action under this requirement shall not
affect or limit any other rights it may have under this contract.
Items 0012 (and if the options are exercised, Items 0112, 0212, 0312 and 0412) -
Acceptance shall be by the cognizant ACO or designated Government
Representative.
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SECTION E: ADDITIONAL CONTRACT REQUIREMENTS
E.1 GUARANTY PERIOD (FT) (NAVSEA) (JAN 1990) (DEVIATION)
(a) As used in this contract, the term "defects" includes any and all defects,
deficiencies, deteriorations, and failure in the vessel(s). There shall be a
guaranty period for each vessel beginning at the time of preliminary acceptance
and ending eleven (11) months after preliminary acceptance of the vessel, unless
extended as provided in paragraph (b) below.
(b) The guaranty period for each vessel shall be extended by the time during
which such vessel is not available for unrestricted service by reason of any
defects for which the Contracting Officer shall determine the Contractor to be
responsible. During said period the vessel, after being fully equipped and
armed and in all respects complete and ready for service, may be finally tried
by and at the expense of the Government under conditions prescribed by the
Secretary of the Navy. The Contractor may, with approval of the Contracting
Officer, have an engineer on board such vessel during such period. Such
engineer shall have every reasonable opportunity to inspect the working of such
vessel in all its parts but shall have no power to direct or control its
operation.
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E.2 INSPECTION
(a) All "supplies" (which term when used throughout this clause includes
without limitation raw materials, components, intermediate assemblies, and end
products) shall be subject to inspection and test by the Government, to the
extent practicable at all times and places including the period of manufacture
or conversion and in any event prior to final acceptance of the vessel(s).
(b) Supplies rejected prior to Preliminary Acceptance as not conforming
to this contract and any Contractor responsible defects discovered during the
guaranty period shall at the election of the Government be replaced or
corrected either by the Government or by the Contractor. The Government will,
whenever practicable, afford the Contractor an opportunity to examine the
defective supplies before they are replaced or corrected. Supplies or lots of
supplies which have been rejected or required to be corrected shall be
removed, if permitted or required by the Contracting Officer, or corrected in
place by and at the expense of the Contractor promptly after notice, and shall
not thereafter be tendered for acceptance unless the former rejection or
requirement of correction is disclosed. Prior to the establishment of the
total final price, the cost of replacement or correction shall be considered
as a cost incurred, or to be incurred, for the purpose of negotiating the
total final negotiated cost under this contract. After the establishment of
the total final price, all replacements or corrections made by the Contractor
shall be accomplished at no increase in the total final price. If the
Contractor fails either promptly to remove such supplies or lots of supplies
which are required to be removed, or promptly to replace or correct such
supplies or lots of supplies, the Government either (i) may be contract or
otherwise replace or correct such supplies, and equitably reduce any price,
or, if it is established, the total final price of this contract; or (ii) may
terminate this contract for default as provided in the clause of this contract
entitled "DEFAULT". Unless the Contractor corrects or replaces such supplies
within the required the delivery schedule, the Contracting Officer may require
the delivery of such supplies and equitably reduce any price or, if it is
established, the total final price of this contract. Failure to agree to such
equitable reduction shall be a dispute concerning a question of fact within
the meaning of the clause of this contract entitled "DISPUTES".
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(c) The cost of any replacement or correction for which the
Contractor is responsible shall be borne by the Contractor, except that the
liability of the Contractor for the correction of defects discovered subsequent
to preliminary acceptance (other than defects resulting from fraud or such gross
mistakes as amount to fraud) shall be limited as set forth in the clause
entitled "LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF DEFECTS." An
increase in the contract price on account of any replacement or correction for
which the Contractor is not responsible shall be determined pursuant to the
clause of this contract entitled "CHANGES - FIXED PRICE".
(d) If any inspection or test is made by the Government on the
premises of the Contractor or a subcontractor, the Contractor without additional
charqe shall provide all reasonable facilities and assistance for the safety and
convenience of the Government inspectors in the performance of their duties. If
Government inspection or test is made at a point other than the premises of the
Contractor or a subcontractor, it shall be at the expense of the Government
except as otherwise provided in this contract; provided, that in case of
--------
rejection the Government shall not be liable for any reduction in value of
samples used in connection with such inspection or test. All inspections and
tests by the Government shall be performed in such a manner as not to unduly
delay the work. The Government reserves the right to charge to the Contractor
any additional cost of Government inspection and test when supplies are not
ready at the time that such inspection and test in required by the Contractor or
when reinspection or retest is necessitated by prior rejection. Failure to
inspect and accept or reject supplies shall neither relieve the Contractor
from responsibility for such supplies as are not in accordance with the
contract requirements nor impose liability on the Government therefor.
(e) The inspection and test by the Government of any supplies or lots
thereof does not relieve the Contractor from any responsibility regardinq
defects or other failures to meet the contract requirements which may be
discovered prior to Final Acceptance. Final Acceptance shall be conclusive
except for latent defects, fraud, or gross mistakes amounting to fraud.
(f) The Contractor shall provide and maintain an inspection system
acceptable to the Government prior to start of construction and which shall be
in effect at the start of each phase of the construction of each vessel.
Records of all inspection work by the Contractor shall be kept complete and
available to the Government during the performance of this contract and for such
longer period as may be specified elsewhere in this contract.
(g) The Commander, Naval Sea System Command shall determine the
responsibility of the Contractor under this clause.
59 Modification P00002
<PAGE>
E.3. INSPECTION FACILITIES (FT) (NAVSEA) (JAN 1990)
The facilities to be provided pursuant to the additional contract requirement
entitled "INSPECTION" shall be equal to those provided by the Contractor for his
use for generally similar purposes, and shall include offices and related
equipment; drafting rooms; convenient parking facilities; equipment for
reproduction of such items as plans, booklets, test memoranda and allowance
lists; and telephones connected to the Contractor's and local telephone system.
Toll charges for the Supervisor's calls will be paid by the Government. In lieu
of providing reproduction equipment, the Contractor may provide reproduction
services to the Supervisor. Assistance shall include services necessary in
testing or handling machinery, equipment, and materials for the purpose of
inspection or test.
E.4. LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF DEFECTS (FT)
(NAVSEA) (JAN 1990)
The liability of the Contractor as to any vessel for the correction of defects,
as determined pursuant to the "INSPECTION" and "GUARANTY PERIOD" requirements of
this contract, discovered during the guaranty period (other than defects
resulting from fraud or such gross mistakes as amount to fraud) shall be
limited to 2% of contract price at time of contract award.
E.5. PRELIMINARY ACCEPTANCE
Upon satisfactory completion of the applicable trial requirements and upon
delivery as provided in Section F of this contract a preliminary DD 250 shall be
executed and each vessel shall be preliminarily accepted.
E.6. FINAL ACCEPTANCE
Each vessel shall be finally accepted upon the expiration of its guaranty period
and the execution of a final DD 250.
60
<PAGE>
SECTION F - DELIVERIES OR PERFORMANCE
All supplies to be furnished hereunder shall be delivered with all
transportation charges prepaid, in accordance with the clause hereof entitled
"F.O.B. Destination" to destinations specified in Attachment A or as specified
below:
Item 0001 - The Contractor shall complete Item 0001 no later than 180 days after
contract award. The contractor shall submit Volume I, Technical Proposal, no
later than 2:00 PM Eastern Time 20 May 1993. Volume II, Price Proposal, will be
due at 2:00 PM Eastern Time 21 June 1993.
Item(s) 0002, 0004, 0006, 0007, 0008, 0009, 0011 (and, if the options are
exercised, Items 0102, 0104, 0106, 0107, 0108, 0109, 0111, 0202, 0204, 0206,
0207, 0208, 0209, 0211, 0302, 0304, 0306, 0307, 0308, 0309, 0311, 0402, 0404,
0406, 0407, 0408, 0409, and 0411) - Data to be furnished hereunder shall be
delivered prepaid to destination(s) at time(s) specified on the DD Form 1423.
Item 0003 (and if the options are exercised, Items 0103, 0203, 0303 and 0403) -
The Contractor shall deliver the ship(s) to the Government at the Contractor's
facility fully outfitted and tested in accordance with the provisions of the
contract. The first ship shall be delivered no later than 49 months after the
effective date of the contract modification authorizing commencement of Item
0003. Subsequent ships, if the options are exercised, shall be delivered in
accordance with the following delivery schedule:
For bidding purposes only, assume the options are exercised in November of the
appropriate calendar year, and first option ship delivery will be 38-42 months
after option exercise. Second option ship in the same option year (if any) six
months later. All options ships, to the extent the options are exercised,
shall be delivered no later than 30 April 2001.
Item 0005 (and if the options are exercised Items 0105, 0205, 0305 and 0405) -
In cases where orders are placed by bilateral modifications, delivery shall be
effected in accordance with the delivery schedule established in the bilateral
modification. In cases where orders are placed by unilateral modification,
deliveries shall be effected in accordance with the delivery schedule proposed
by the Administrative Contracting Officer (ACO) or the Navy Ships Parts Control
Center (SPCC) in each unilateral modification, unless the Contractor, within
thirty (30) days of receipt of the unilateral modification, notifies the ACO or
SPCC that the proposed delivery schedule is not acceptable. In the latter case,
the Contractor shall propose an alternate delivery schedule, which shall be the
subject of negotiation prior to its inclusion in the bilateral modification
expressing the order for the supplies.
61 Modification P00002
<PAGE>
Unless otherwise expressed in the unilateral or bilateral modification, the
supplies shall be delivered f.o.b. carrier's freight station at or near the
Contractor's plant, and shipment shall be on Government bills of lading.
If exercised, Item(s) 0012, 0112, 0212, 0312 and 0412) - The period of
performance shall commence at preliminary acceptance and shall extend no later
than forty-five (45) days after preliminary acceptance.
62
<PAGE>
SECTION G - CONTRACT ADMINISTRATION DATA
(a) The Contract Administration Office is the office specified in Item 24 or,
if none, in Item 7 of the award if made on SF 33; or in Item 6 or, if none,
in Item 5 of the award if made on SP 26.
(b) The Purchasing Office Representative is as specified in Item 10 of Standard
Form 33.
(c) In the event Offeror's address is different from that shown on the
solicitation (Standard Form 33), enter below the address (street and
number, city, state and zip code) to which payment should be mailed by the
Government under the proposed contract:
------------------------------------------------------------------------
------------------------------------------------------------------------
(d) Enter below the address (street and number, city, county, state and zip
code) of prospective Contractor's facility which will administer the
proposed contract if such address is different from the address shown on
the solicitation (Standard Form 33).
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR
------------------------------------------------------------------------
63
<PAGE>
SECTION H - SPECIAL CONTRACT REQUIREMENTS
The following are the special Contract Requirements of this Solicitation:
<TABLE>
<CAPTION>
TITLE PAGES
------------------------------------------ -----
<S> <C> <C>
5252.202-9101 ADDITIONAL DEFINITIONS (FT) - ALTERNATE II 66-67
5252.209-9102 WEIGHT CONTROL 68-69
5252.215-9106 PRICE ADJUSTMENT FOR CHANGES IN FEDERAL 69-72
LAW (FT)
5252.216-9100 COMPENSATION ADJUSTMENTS (LABOR AND 72-82
MATERIAL (FI)
5252.217-9121 INDEMNIFICATION FOR ACCESS To VESSEL 83
5252.227-9112 LOGISTIC SUPPORT REQUIRMENT (AT) 83-84
5252.227-9113 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM 84
5252.228-9104 ADDITIONAL INSURANCE PROVISIONS (FT) 84-86
5252.228-9105 INSURANCE-PROPERTY LOSS OR DAMAGE- 86-89
LIABILITY TO THIRD PERSONS (FT)
5252.232-9105 PAYMENTS (FI) 90-96
5252.232-9108 FINAL SETTLEMENT (FT) 96
5252.233-9103 DOCUMENTATION OF REQUESTS FOR EQUITABLE 97-99
ADJUSTMENT (AT) - ALTERNATE I
5252.237-9106 SUBSTITUTION OF PERSONNEL 100
</TABLE>
64
<PAGE>
SPECIAL CONTRACT REQUIREMENTS CONTINUED
<TABLE>
<CAPTION>
TITLE PAGES
----- -------
<S> <C> <C>
5252.245-9124 LIENS AND TITLE (FI) 101-102
5252.245-9127 ADDITIONAL PROVISIONS RELATING TO 103-105
GOVERNMENT PROPERTY (FT)
5252.246-9124 SHIPBUILDING SUPPORT OFFICE SCHEDULES 106
(AT)
5252.246-9128 DELIVERY OF COMPLETED VESSEL (FT) 106-108
5252.247-9110 TUG AND PILOT SERVICES 108
5252.243-9113 OTHER CHANGE PROPOSALS - ALTERNATE I 108-109
CONTRACTOR RESPONSIBILITY FOR DESIGN AND 109-110
CONSTRUCTION
REQUIRMENTS FOR DOMESTIC MANUFACTURE OF 110
CERTAIN SHIPBOARD SYSTEMS AND EQUIPMENT
</TABLE>
65
<PAGE>
NAVSEA 5252.202-9101 ADDITIONAL DEFINITIONS (FT) - ALTERNATE II (JAN 1990)
As used throughout this contract, the following terms shall have the meanings
set forth below:
(a) DEPARTMENT - means the Department of the Navy.
(b) COMMANDER, NAVAL SEA SYSTEMS COMMAND - means the Commander of the Naval Sea
Systems Command of the Department of the Navy or his duly appointed successor or
duly authorized representative.
(c) NAVSEA 08 - means the Deputy Commander, Nuclear Propulsion Directorate,
Naval Sea Systems Command of the Department of the Navy.
(d) SUPERVISOR - means the cognizant Supervisor of Shipbuilding, Conversion and
Repair, Department of the Navy.
(a) PROJECT MANAGER (SHAPM)(PMS) - means the PMS 385 Program Manager, or his
duly appointed successor or duly authorized representative, of the Naval Sea
Systems Command of the Department of the Navy.
(f) ADJUSTMENT IN CONTRACT PRICE - means adjustment in target cost, target
profit, target price and ceiling price or fixed price, as appropriate under the
circumstances and except as otherwise provided in the contract.
(g) NATIONAL STOCK NUMBERS - Whenever the term Federal Item Identification
Number and its acronym FIIN or the term Federal Stock Number and its acronym FSN
appear in the contract, order or their cited specifications and standards, the
terms and acronyms shall be interpreted as National Item Identification Number
(NIIN) and National Stock Number (NSN) respectively which shall be defined an
follows:
1. National Item Identification Number (NIIN). The number assigned to
------------------------------------------
each approved Item Identification under the Federal Cataloging Program. It
consists of nine numeric characters, the first two of which are the
National Codification Bureau (NCB) Code. The remaining positions consist of
a seven digit non-significant number.
2. National Stock Number (NSN). The National Stock Number (NSN) for an
--------------------------
item of supply consists of the applicable four position Federal Supply
Class (FSC) plus the applicable nine position National Item Identification
Number (NIIN) assigned to the item of supply.
66
<PAGE>
(h) REFERENCES TO ARMED SERVICES PROCUREMENT REGULATION OR DEFENSE ACQUISITION
REGULATION - All references in this document to either the Armed Services
Procurement Regulation (ASPR) or the Defense Acquisition Regulation (DAR) shall
be deemed to be references to the appropriate sections of the Federal
Acquisition Regulation (FAR) and the Department of Defense Federal Acquisition
Regulation Supplement (DFARS).
(i) REFERENCES TO THE FEDERAL ACQUISITION REGULATION (FAR) - All references to
the FAR in this contract shall be deemed also to include the DOD FAR Supplement
(DFARS), unless clearly indicated otherwise.
(j) INTRA-CLASS - All references to intra-class ships shall mean those ships
constructed in the same shipyard by the same shipbuilder.
67
<PAGE>
NAVSEA 5252.209-9102 WEIGHT CONTROL (SEP 1990) (DEVIATION)
(a) The Contractor shall enter into agreement with the Government as to the
Allocated Baseline Weight Estimate (ABWE) for the vessel(s) under this
contract, and such agreement shall be set forth in a supplemental agreement.
The ABWE values for full load displacement and vertical center of gravity
above bottom of keel (KG) are the baseline for measuring Contractor
responsibility within the meaning of this requirement. The Contractor shall be
responsible for the Full Load displacement and KG of the delivered ship minus
the values agreed upon for Contractor Modification and growth in Government
Furnished Equipment and Class Standard Equipment, in excess of the margins
included in the Allocated Baseline Weight Estimate. Also the Contractor shall
be responsible for the delivery of the ship with a trim and list within the
tolerances specified in the COR. The Contractor, however, will not be
responsible for the net total adverse effect on trim or list caused by
Contract Modifications and growth in Government Furnished Equipment and Class
Standard Equipment in excess of the margins included in the Allocated Baseline
Weight Estimate.
(b) The net weight and moment effect of every change incorporated into this
contract shall be agreed upon and set forth in a supplemental agreement.
(c) One month prior to the inclining experiment, the net weight and moment
differences to Government Furnished Material (GFM) and CSE since the ABWE, that
were beyond the control of the Contractor, excluding the effect of contract
changes, shall be agreed upon and set forth in a supplemental agreement. All
weight and moment differences to GFM and CSE resulting from the correction of
data for which accurate information was available prior to the ABWE or from
the relocation of GFM and CSE at the discretion of the Contractor are
considered to be within the control of the Contractor.
(d) The Contractor shall be responsible for the full load displacement and KG
of the delivered vessel(s) minus the weight and vertical moment values agreed
upon for contract changes and differences to GFM CSE beyond its control. Also,
the Contractor shall be responsible for the delivery of the vessel(s) with a
trim and list within the tolerances specified in Attachment J-1 of the COR. The
Contractor, however, will not be responsible for the net total adverse effect on
trim or list caused by contract changes and differences to GFM and CSE beyond
his control.
68
<PAGE>
(e) If the Contractor proposes cost or contract changes solely for the purpose
of meeting the values of displacement, KG, trim, or list required by this
contract, and if the Contracting Officer approves, the changes shall be non-
reimbursable and implemented with no increase in the cost of, or change in the
period of performance of, this contract. Changes described in this paragraph,
as well as Value Engineering Changes that reduce weight, are not considered
contract changes when computing the Contractor responsible condition described
in paragraph (d) above.
NAVSEA 5252.215-9106 PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW (FT) (JAN 1990)
(a) Definitions
-----------
(1) For the purpose of this requirement:
(i) The term "Currently Applicable Federal Laws" is defined to mean
and include only the statutes listed below and regulations thereunder,
promulgated by Federal authorities as in effect on the date of the issuance of
this solicitation.
(A) Contract Work Hours and Safety Standards Act
(B) Occupational Safety and Health Act of 1970
(C) Atomic Energy Act of 1954
(D) National Environmental Policy Act of 1969
(E) Clean Air Act and the following amendments thereto:
(1) Clean Air Act Amendments of 1966;
(2) Clean Air Act Amendments of 1970; and
(3) Clean Air Act Amendments of 1977.
(F) Federal Water Pollution Control Act Amendments of 1972
and the following amendments thereto:
(1) Clean Water Act of 1977; and
(2) Water Quality Act of 1987
(G) Refuse Act of 1899
69
<PAGE>
(H) Noise Control Act of 1972
(I) Toxic Substances Control Act
(J) Solid Waste Disposal Act and the following amendments
thereto:
(1) Resource Conservation and Recovery Act of 1976;
(2) Solid Waste Disposal Act Amendments of 1980; and
(3) Hazardous and Solid Waste Amendments of 1984.
(K) Marine Protection, Research and Sanctuaries Act of 1972
(L) Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 and the following amendment
thereto:
(L) Superfund Amendments and Reauthorization Act of 1986.
(M) Act to Prevent Pollution from Ships (1980)
(N) Hazardous Materials Transportation Act and the following
amendment thereto:
(1) Hazardous Materials Transportation Act Amendments of
1976
(O) Emergency Planning and Community Right to Know Act of 1986.
(ii) The term "New Federal Law" is defined to mean a new Federal
Statute enacted subsequent to the date of the issuance of this solicitation
pertaining to (1) workplace conditions affecting employees or the public, or (2)
environmental standards and requirements, and regulations thereunder promulgated
by Federal authorities.
(iii) The term "change" shall be deemed to mean the amendment or
repeal of any Currently Applicable Federal Law or New Federal Law or regulations
promulgated thereunder by Federal authorities.
70
<PAGE>
(b) If, at any time after the effective date of this contract, a New Federal
Law is enacted or a change is made to a Currently Applicable Federal Law or a
New Federal Law or regulations thereunder promulgated by Federal authorities,
and compliance with such new law or change directly results in an increase or
decrease in the Contractor's cost of performance of this contract, the contract
price(s) shall be adjusted as provided in paragraph (c) below. No such
adjustment shall be made for contract costs incurred or projected to be incurred
during the two (2) year period after the effective date of this contract.
(c) The price adjustment provided for in paragraph (b) above shall be made, in
the same amount, in each of the Target Cost(s), the Target Price(s), and the
Ceiling Price(s) or Fixed Price(s) of this contract, as appropriate, and shall
include only the properly allowable and allocable direct and indirect costs of
additional labor and materials directly resulting from compliance with the new
law or with the change, but shall not include:
(i) Costs of delay, disruption, or acceleration of performance;
(ii) Increases or decreases in prices charged by subcontractors or
suppliers; or
(iii) Costs of additional facilities or of any portion thereof
constructed or acquired after the date of the issuance of this
solicitation unless such additional facilities or the portion
thereof have been constructed or acquired by the Contractor
solely in order to comply with a New Federal law or a change in
Currently Applicable Federal Laws or New Federal Laws, or
regulations thereunder promulgated by Federal authorities.
The price adjustment shall consider and exclude any tax, depreciation, or other
special allowances provided to the Contractor in the New Federal Law or change
for compliance therewith. No adjustment shall be made in the Profit or Delivery
Schedule of the contract, provided, however, that the contractor's right, if
any, to extension of the delivery schedule under any other requirement of this
contract shall not be prejudiced thereby. No adjustment shall be made unless a
New Federal Law or a change directly causes an increase or decrease in the
Contractor's cost of performance of this contract in excess of $125,000 per
ship.
71
<PAGE>
(d) The Contractor shall promptly notify the Contracting Officer, in writing, of
the enactment of New Federal Laws or of a change that reasonably may be expected
to result in an adjustment under the provisions of this requirement.
(e) Requests for price adjustments hereunder shall be made in accordance with
the procedures of the requirement entitled "DOCUMENTATION OF REQUESTS FOR
EQUITABLE ADJUSTMENT".
NAVSEA 5252.216-9100 COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL) (FI) (JAN
1990)
(Applicable to Item 0003, and if the options are exercised, Items 0103, 0203,
0303 and 0403)
(a) General
-------
(1) The contract price(s) agreed to by the parties reflect the price
levels of the base periods identified in paragraph (d) below. It is anticipated
that the Contractor's actual costs may vary from the price levels of the base
periods and the parties desire to provide for adjustment to compensation to
reflect such variations. However, regardless of the actual variations in the
costs experienced during the period of performance, adjustments in compensation
because of such variations shall be computed and effected in accordance with the
procedures specified herein.
(2) Except as hereinafter provided in paragraph (e)(3), adjustments in
compensation shall be made in respect to each individual vessel for each monthly
period commencing October 1992 and ending with the monthly period in which the
------- ----
actual delivery of the last vessel to be delivered under the contract occurs or
the monthly period in which the "Post Delivery Date" (see paragraph (a)(3)
below) of the last vessel occurs, whichever is later. For the purpose of this
requirement, a "monthly period" or "monthly period involved" shall mean the
Contractor's normal accounting month.
(3) The "Post Delivery Date" for the purpose of this requirement is
defined as a date eleven (11) months** after the contract delivery date of the
applicable vessel set forth in Section F, "DELIVERIES OR PERFORMANCE".
72
<PAGE>
(b) Pricing of Changes
------------------
(1) The costs subject to adjustment under this requirement include
the costs of performance of changes or other work for which the contract
price(s) is(are) subject to equitable adjustment pursuant to the "CHANGES"
clause or pursuant to other requirements of the contract. Accordingly,
equitable adjustments to the contract price(s) shall be determined on the basis
of actual and/or projected direct material costs, direct labor costs and
indirect costs de-escalated to price levels of the base periods identified in
paragraph (d) below. The method of de-escalation shall be the same as that set
forth in paragraph (e) for determining compensation adjustments and base costs.
(2) In the event and to the extent that work authorized under the
"CHANGES" clause results or will result in costs being incurred with respect to
a vessel after the monthly period commencing subsequent to the Post Delivery
Date of such vessel. (or, in the case of the last vessel to be delivered, the
monthly period commencing subsequent to the actual delivery date if such date
occurs after the Post Delivery Date), the equitable adjustment for such change
shall take account of such costs at their estimated actual value(s) rather than
at the base period value(s) provided for in paragraph (b)(1) above. The costs
included in the aforementioned equitable adjustment(s) shall be adjusted to
preclude payment of any costs reimbursed under this requirement.
(c) Cost Subject to Compensation Adjustment
---------------------------------------
(1) For the purpose of this requirement, the total allowable costs in
the following categories shall be subject to monthly compensation adjustment:
a Selected employee benefits
-
1 FICA (indirect costs)
-
2 State and Federal Workmen's Compensation (indirect costs)
-
3 Unemployment Compensation (indirect costs)
-
4 Disability (indirect costs)
-
5 Federally Mandated National Health Program (indirect costs)
-
73
<PAGE>
6 Federally Mandated changes to hours of work per week or per
- day and changes to the payment of overtime (indirect and
direct costs)
b Selected energy costs (indirect costs)
-
1 Electricity
-
2 Fuel oils
-
(i) Bunker C (No. 6)
(ii) Diesel 260 (No. 2 by gallon and drum)
3 Coke
-
4 Coal
-
c one hundred percent of the imputed cost of
- facilities capital (indirect costs)
d Ninety-five percent of indirect costs other than indirect
- costs in (c)(1) a, b, and c above
- - -
e One hundred percent of direct labor costs
-
f One hundred percent of direct material costs
-
(2) Within 30 days after the end of each monthly period with respect to
each individual vessel, the Contractor shall submit to the Government: (i) a
certified statement of the costs incurred for that vessel during that monthly
period (monthly costs) and (ii) a certified statement of the total cumulative
costs incurred for that vessel from the effective date of the contract to the
end of that monthly period (total costs). The statement of monthly costs shall
separately identify the direct material costs, the direct labor costs and the
indirect costs. With respect to indirect costs, the statement of monthly costs
shall state separately from all other indirect costs (i) the monthly incurred
selected employee benefit costs of the type identified in paragraph (c)(1)a
-
above, (ii) the monthly incurred selected energy costs of the type identified in
paragraph (c)(1)b above, (iii) the monthly imputed cost of facilities capital
allocated to the vessel involved, and (iv) the ninety-five percent of indirect
costs subject to compensation adjustment.
74
<PAGE>
a The monthly selected employee benefit costs for the vessel involved
-
shall be the product obtained by multiplying the yard-wide total selected
employee benefit costs of the type identified in paragraph (c)(1)a above by the
-
amount of total overhead dollars, excluding the imputed cost of facilities
capital, allocated to each vessel for the monthly period involved and the
product shall be divided by yard-wide total overhead dollars, excluding the
imputed cost of facilities capital, for the monthly period involved.
b The monthly incurred selected energy costs for the vessel involved
-
shall be the product obtained by multiplying the yard-wide total selected energy
costs of the type identified in paragraph (c)(1)b above by the amount of general
-
overhead dollars, excluding the imputed cost of facilities capital, allocated to
each vessel for the monthly period involved and the product shall be divided by
the total yard-wide general overhead dollars, excluding the imputed cost of
facilities capital, for the monthly period involved.
(3) For the purpose of this requirement:
a "Direct material costs", "direct labor cost", and "indirect costs"
-
shall have the meaning set forth in Part 31 of the Federal Acquisition
Regulation (FAR) and Part 231 of the Department of Defense FAR Supplement
(DFARS) in effect on the effective date of this contract.
b "Monthly Costs" and "total costs" shall include only "incurred
-
costs" and "allowable costs" as those terms are defined in paragraph (f) of the
requirement entitled "PAYMENTS" except that "incurred costs" for material shall
include the full amounts of all billings received from vendors during the
monthly period involved irrespective of whether the Contractor has paid the full
amount of such billings. Further, on this contract, the imputed cost of
facilities capital shall be treated as an "incurred indirect cost".
(4) The costs identified in this paragraph (c) shall be subject to audit
and inspection by the Contracting Officer in accordance with paragraph (h) of
the requirement entitled "PAYMENTS."
75
<PAGE>
(d) Cost Indices
------------
(1) Selected employee benefits compensation adjustments shall be based on
changes in the monthly average hourly cost of these benefits. For the month
involved, the average hourly cost of the benefits listed in (c)(l)a above shall
-
be determined by dividing the total costs recorded (including adjustments made
at the end of the accounting year and included in the calculations for the month
of September 1993) in the Contractor's accounts for the items listed in (c)(l)a
-
above by the total of direct and indirect labor hours charged to all product
lines and to plant under construction accounts and the result shall be carried
to the same number of decimal places as the index value for the base period as
shown in paragraph (d)(8) below. Monthly average hourly cost is the index for
computing selected employee benefits compensation adjustments under paragraph
(e) below.
(2) Selected energy costs compensation adjustments shall be based on the
following:
a Electricity and fuel oil compensation adjustments shall be based
-
on changes in the average monthly unit values of those costs. Monthly unit
values for electricity costs and fuel oil costs listed in (c)(l)b above shall
-
be computed by dividing the total usage amount of each such energy cost
element during that monthly period for the Contractor's entire yard into the
total purchase cost billed to the Contractor for the total usage amount of
each such energy cost element and the result shall be carried to the same
number of decimal places as the index values for the base periods as shown in
paragraph (d)(8) below. Average monthly unit values are the indices for
computing electricity and fuel oil compensation adjustments under paragraph
(e) below.
b Coke and coal compensation adjustments under paragraph (e) below
-
shall be based on changes in the following wholesale price indices published
monthly by the Bureau of Labor Statistics (BLS): Coke shall be based on Code
052, Coke (Foundry By-product), and coal on Code 051, Coal.
(3) Compensation adjustments under paragraph (e) below for the imputed
cost of facilities capital; 95 percent of the indirect costs other than indirect
costs in (c)(1)a, b, and c above; and direct labor costs shall be based on
- - -
changes in the "Indices of Change in Straight-Time Average Hourly Earnings for
Selected Shipyards for Steel Vessel Construction - All Regions" (MAY 1987 = 100)
(herein sometimes called the "Labor Index") furnished to the Naval Sea Systems
Command by the BLS.
76
<PAGE>
(4) Adjustments in compensation under paragraph (e) below for direct
material costs shall be based on the changes in the "Material Index for Steel
Vessel Contracts" (1983 = 100) (herein sometimes called the "Material Index")
furnished to the Naval Sea Systems Command by the BLS.
(5) In the event that any of the specified indices for the monthly
period involved are unavailable to the Contractor at the close of that monthly
period, compensation adjustments pursuant to this requirement shall be based
upon the average of monthly changes in the applicable indices for the previous
four (4) months for which indices are available. The average of changes so
calculated shall be added to the applicable index for the immediately preceding
monthly period and the sum shall constitute the index for the monthly period
involved. When the applicable index for the monthly period involved has been
made available, the compensation adjustment for that monthly period shall be
recomputed on the basis of such index, and any additional payment to or
repayment by the Contractor required by such recomputation for that monthly
period shall be reflected in any invoice(s) thereafter submitted for payment
under any requirement of this contract until such amount has been paid, offset
or recouped in full.
(6) In the event that any of the specified indices for any base period
or any monthly period differs from the index previously available for that
period, the compensation adjustment for the applicable monthly period(s) shall
be recomputed on the basis of such revised index and any additional payment to
or repayment by the Contractor required by such recomputation for that monthly
period(s) shall be reflected in any invoice(s) submitted thereafter for payment
under any requirement of this contract until such amount has been paid, offset
or recouped in full.
(7) The Contractor shall be responsible for the calculations involving
the indices provided for in this paragraph, and said calculations shall be
subject to verification by the Government.
77
<PAGE>
(8) For the purpose of computing compensation adjustments under this
requirement, the following are the applicable base period index values (subject
to adjustment as specified in paragraph (d) (6) above):
<TABLE>
<CAPTION>
Description Base Period* Index Value*
----------- ------------ -----------
<S> <C> <C>
Selected employee benefits costs 1992 1.82/hour
Selected energy costs:
Electricity 1992 .0626/KWH
Bunker C (No. 6) 1992 ----/gal
Diesel 260 (No. 2) 1992 .72 /gal
Diesel 260 (No. 2, drum) 1992 ----/55 gal
Coke 1992 ----
Coal 1992 ----
Cost of facilities capital; 1992 112.7
95% of indirect costs other than
indirect costs in (c)(1) a, b, and
- -
c above; and direct labor cost
-
Direct material cost 1992 119.9
</TABLE>
*Insert Base Periods and Index Value
**Index value for selected employee benefit costs is determined by dividing
the base year total selected employee benefit costs by the base year total
labor hours (direct and indirect) charged to all product lines and to Plant
Under Construction accounts.
(e) Computation of Compensation Adjustment and Base Cost
----------------------------------------------------
(1) For the purpose of computing compensation adjustments under this
requirement, the following computations shall be used for all the categories of
cost specified in paragraph (c)(1).
78
<PAGE>
a For each monthly period commencing prior to the Post Delivery
-
Date of a vessel, the amount of the applicable category of cost for such
vessel certified on the statement of monthly costs for that monthly period
shall be multiplied by the difference between the value of the applicable
index for that monthly period and the applicable base period index listed in
(d)(8) above and the product thereof shall be divided by the value of the
applicable index for that monthly period and the result, the compensation
adjustment for the applicable category of cost, shall be expressed to the
nearest dollar. The calculation is as follows:
Current Base Current
Month - Period x Month
Index Index Cost
- ------------------------------------------------ = Compensation
Current Month Index Adjustment
b For each monthly period commencing (i) subsequent to the Post
-
Delivery Date of a vessel and (ii) prior to the post or actual delivery date
of the last vessel to be delivered under the contract (whichever date is
later), the value of the applicable index for the monthly period of the Post
Delivery Date of the vessel involved or the value of the applicable index for
the monthly period involved, whichever value is the lesser, shall be the value
used in the computation in (e)(l)a above as the Current Month Index to
-
calculate the compensation adjustment.
c In the event and to the extent that the contract delivery date
-
for a vessel is subsequently extended for reasons of Government responsibility
or excusable delay ("excusable delay" means delay for which the Contractor is
not liable as determined by paragraph (c) of the clause of this contract
entitled "DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (FT) (DEVIATION 89-915 - 29
JUN 1989)" (FAR 52.249-8)), the Post Delivery Date for such vessel shall be
deemed to be extended on a day-for-day basis and if, as a result, the Post
Delivery Date is extended beyond the monthly period involved, the compensation
adjustment for the monthly period(s) involved shall be recomputed on the basis
of the value of the applicable index for the monthly period(s) involved.
d For any monthly period commencing subsequent to the post or
-
actual delivery date of the last vessel to be delivered under the contract,
whichever date is the later, there shall be no compensation adjustment.
79
<PAGE>
(2) For the purpose of computing Base Cost, the following shall apply:
a For each monthly period commencing prior to the post or actual
-
delivery date of the last vessel to be delivered under the contract, whichever
date is later, the compensation adjustments computed under (e)(1) above for
all categories of cost for each vessel shall be totaled and subtracted from
Total Monthly Cost for the same vessel and the resulting difference shall
constitute the Base Cost for such vessel for that monthly period.
b For each monthly period commencing subsequent to the post or
-
actual delivery date of the last vessel to be delivered under the contract,
whichever date is the later, the Total Monthly Costs for a vessel shall
constitute the Base Cost for such vessel for that monthly period.
(3) No adjustment in compensation under this requirement shall be made
for any monthly period for any vessel in the event that the cumulative sum of
the Base Costs incurred for such vessel(s) for all preceding monthly periods
exceeds the Ceiling Price(s) then set forth in this contract; provided, further,
that in the event that the Ceiling Price(s) thereafter is(are) increased, by
modification to this contract, adjustment in compensation under this requirement
shall be made for each monthly period that the cumulative sum of the Base Costs
incurred for such vessel(s) for all preceding monthly periods does not exceed
such increased Ceiling Price(s).
(4) No adjustment in compensation under this requirement shall be made
for any monthly period for any vessel in the event that the specified indices
for the monthly period involved are unavailable solely as a result of the
failure by the Contractor to submit timely, accurate, and complete
information to the BLS necessary for their calculation of the indices. Any
amount withheld under the requirements of this paragraph shall be released
following the Contractor's submission of such information.
(5) The amount of the adjustment in compensation for each individual
vessel determined as above (plus or minus) shall be set forth separately in a
Supplemental Agreement to this contract, which also shall set forth the
computation upon which each adjustment in compensation is based.
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<PAGE>
(6) In the event that any amount shown in any Supplemental Agreement
pursuant to subparagraph (e)(5) in respect to a vessel is a minus figure, such
amount shall be deducted from any invoice(s) presented for payment under any
requirement of this contract until such amount has been offset or recouped in
full.
(f) Payment of Compensation Adjustment. Payments of amounts of compensation
----------------------------------
adjustment under this requirement shall be made for each vessel on the basis
of monthly periods. Except as provided in paragraph (f)(3) below, compensation
adjustment payments shall be made provisionally on a biweekly basis as set
forth in (f)(2) below and then adjusted on a monthly basis as set forth in
(f)(1) below. For the purpose of this paragraph (f): a weekly period is the
Contractor's normal accounting week, and a biweekly period is two consecutive
weekly periods.
(1) After execution of the Supplemental Agreement pursuant to paragraph
(e)(5) of this requirement in respect of a monthly period, and upon submission
of proper invoices, the Contractor shall be paid or there shall be deducted
for each vessel the amount set forth in such Supplemental Agreement, less the
sum of the amounts of the provisional compensation adjustments paid or payable
on account of such vessel pursuant to (f)(2) below for biweekly periods, or
any weeks of biweekly periods, falling in the monthly period to which the
Supplemental Agreement applies. Each Supplemental Agreement shall set forth a
biweekly provisional compensation adjustment amount for each vessel for the
purpose of making provisional compensation adjustment payments pursuant to
paragraph (f)(2) below for biweekly periods ending after execution of such
Supplemental Agreement until the next Supplemental Agreement is executed. The
biweekly provisional compensation adjustment amount for each vessel shall be
determined by dividing the amount of the compensation adjustment for the
monthly period involved set forth in the Supplemental Agreement for each
vessel by the number of weekly periods in the monthly period to which the
Supplemental Agreement applies. The quotient shall then be multiplied by two
and the product shall be the biweekly provisional compensation adjustment
amount.
(2) At the end of every biweekly period, upon submission of proper
invoices, the Contractor shall be paid on account of each vessel the biweekly
provisional compensation adjustment set forth in the most recently executed
Supplemental Agreement.
(3) Any payment under (f)(1) or (f)(2) above shall be deferred to the
extent that the amount of such payment, when added to the total of all payments
previously paid or payable with respect to such vessel under this requirement
and the
81
<PAGE>
"PAYMENTS" requirement (other than payments made pursuant to paragraph (g) of
the "PAYMENTS" requirement), would exceed the total cost limitations which are
then applicable to that vessel under the terms of paragraphs (a)(1) and (a)(2)
of the "PAYMENTS" requirement. Deferred payments of compensation adjustments
shall be paid upon submission of subsequent invoices whenever such payment,
when added to the total of all payments previously made with respect to such
vessel under this requirement and the "PAYMENTS" requirement (other than
payments made pursuant to paragraph (g) of the "PAYMENTS" requirement) would
not exceed the total cost limitations which are then applicable to that vessel
under the terms of paragraphs (a)(1) and (a)(2) of the "PAYMENTS" requirement.
After the close of the monthly period during which the last vessel is actually
delivered, any remaining deferred payments for compensation adjustment shall,
upon submission of proper invoices by the Contractor and upon verification
thereof by the Contracting Officer, be promptly paid.
(4) The Government agrees that any request for approval to make progress
payments more frequently than once every two weeks will include a request for
similar approval of more frequent compensation adjustment payments. Upon
approval by cognizant Government authority, this requirement will be modified
accordingly without additional consideration by the Contractor to the Government
for such modifications.
(g) Separate Reimbursement. (1) No adjustment shall be made in the Target
----------------------
Cost(s), Target Profit(s), Target Price(s) or Ceiling Price(s) on account of
upwards or downwards adjustments in compensation made in accordance with
paragraph (e) of this requirement, and hence said adjustments will be paid
separately and are outside the incentive price revision formula provided for in
the clause hereof entitled "INCENTIVE PRICE REVISION--FIRM TARGET (FI)
(DEVIATION 89-915 - 29 JUN 1989)" (FAR 52.216-16).
(2) The amount currently obligated for payment of compensation
adjustments is set forth in the financial accounting data sheet(s). This amount
may be unilaterally adjusted upward or downward by the Government at any time
during the pendency of this contract. Nothing in the preceding two sentences
shall be construed as relieving the Government from any obligations to reimburse
the Contractor for compensation adjustments as set forth in this requirement.
(h) Disputes. Any dispute arising under this requirement shall be determined
--------
in accordance with and subject to the provisions of the clause of this contract
entitled "DISPUTES" (FAR 52.233-1).
82
<PAGE>
NAVSEA 5252.217-9121 INDEMNIFICATION FOR ACCESS TO VESSEL (MAY 1989)
Notwithstanding any provision in the "ACCESS TO VESSEL" clause (DOD FAR SUP
252.217-7011), or any other clause of the contract, the Contractor agrees to
allow officers, employees, and associates of the Government, or other prime
contractors with the Government and their subcontractors, and officers,
employees, and associates of offerors on other contemplated work, admission to
the Contractor's facilities and access to the vessel without any further request
for indemnification from any party, which has not been previously included in
the contract price.
NAVSEA 5252.227-9112 LOGISTIC SUPPORT REQUIREMENT (AT) (JAN 1990)
(a) This requirement applies whenever the contract specifications, by
reference to a Military Specification or otherwise, specify repair parts or
stock components (hereinafter called "repair parts") for a ship component or
item of equipment.
(b) With respect to ship components or equipments manufactured other than
in the United States or Canada, the Contractor agrees that, in addition to any
other data required by this contract, it will furnish under this contract
sufficient data so that the repair parts can be reproduced in the United States
or Canada unless the suppliers of the ship components or equipments shall have
made arrangements satisfactory to the Contractor and approved by the Contracting
Officer for the manufacturing of repair parts in the United States or Canada.
For the purpose of this requirement, "sufficient data" shall mean detail
drawings and other technical information sufficiently extensive in detail to
show design, construction, dimensions, and operation or function, manufacturing
methods or processes, treatment or chemical composition of materials, plant
layout and tooling. All data shall be in the English language and according to
the United States system of weights and measures, and drawings for components,
assemblies, subassemblies and parts protected by U.S. patents shall contain a
prominent notation to that effect fully identifying the patent or patents
involved, and bearing the number of this contract.
83
<PAGE>
(c) In order to satisfy the requirements of paragraph (b), above, unless the
supplier of the ship components or equipments shall have made arrangements,
satisfactory to the Contractor and approved by the Contracting Officer, for the
manufacture of such repair parts in the United States or Canada, the Contractor
shall include in all subcontracts for the purchase of ship components or
equipments from foreign sources a clause, acceptable to the Contracting Officer,
granting to the United States Government for a period of seven (7) years,
"Government Purpose License Rights" (GPLR) (as defined in paragraph (a)(14) of
the clause of this contract entitled "RIGHTS IN TECHNICAL DATA AND COMPUTER
SOFTWARE" (DFARS 252.227-7013) in all technical data necessary to manufacture
spare and repair parts for such components or equipments.
NAVSEA 5252.227-9113 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (SEP 1990)
(a) The Contractor shall participate in the appropriate interchange of the
Government-Industry Data Exchange Program (GIDEP) in accordance with the latest
revision of MID-STD-1556. Data entered is retained by the program and provided
to qualified participants. Compliance with this requirement shall not relieve
the Contractor from complying with any other requirement of the contract.
(b) The Contractor agrees to insert paragraph (a) of this requirement in any
subcontract hereunder exceeding $500,000.00. When so inserted, the word
"Contractor" shall be changed to "Subcontractor".
NAVSEA 5232.228-9104 ADDITIONAL INSURANCE PROVISION (FT) (JAN 1990)
(a) The provisions contained in the standard form of Marine Builder's Risk
(Navy Form - Syndicate) policy referred to in paragraph (a) of the requirement
of this contract entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD
PERSONS"..." with leave to fire guns and torpedoes, but no claim to attach
thereto for loss of or damage to the vessel or machinery unless the accident
results in a total loss of a vessel," shall not include, or be construed as
including, any operation conducted under the "General Scope of Work" and
"Specifications" paragraphs of Section C of this contract; and further, the
operations referred to in these aforesaid paragraphs shall not be deemed to be
"warlike operation" as used in the Collision Liability and Protection and
Indemnity Liabilities (Government Syndicate Form) policy referred to in
paragraph (b) of the requirement of this contract entitled "INSURANCE-PROPERTY
84
<PAGE>
LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS". Further, the Contractor shall not
carry Collision Liability and Protection and Indemnity Liabilities insurance
(Government Syndicate Form) referred to in the first sentence of paragraph (b)
of the requirement of this contract entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-
LIABILITY TO THIRD PERSONS" during the period of the performance of the underway
trials required by this contract, and the Government will indemnify the
Contractor against liability (including expenses incidental thereto) to third
persons which would have been covered by the aforesaid insurance if the
Contractor had carried such insurance during the period stated above; provided,
--------
however, that the Contractor shall not be relieved of any other obligations
required by the aforesaid paragraph (b) of the "INSURANCE-PROPERTY LOSS OR
DAMAGE-LIABILITY TO THIRD PERSONS" requirement.
(b) Notwithstanding any provisions to the contrary in paragraph (a) of the
requirement entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD
PERSONS", the assumption by the Government of the risk of loss of or damage to
the vessels and the materials and equipment therefor provided for by the
aforesaid paragraph (a) of the requirement entitled "INSURANCE-PROPERTY LOSS
OR DAMAGE-LIABILITY TO THIRD PERSONS", shall continue until the expiration of
the guaranty periods of the vessels, or until completion of all work under
this contract, whichever is later. The Government does not, however, assume
the risk of loss of or damage to any equipment which results from a defect in
a part thereof for which the Contractor is responsible pursuant to the
"PRELIMINARY ACCEPTANCE", "GUARANTY PERIOD", or "INSPECTION OF SUPPLIES--FIXED-
PRICE (FT) (JUL 1985) - ALTERNATE I (JUL 1985) (DEVIATION 89-915 - 29 JUN
1989)" (FAR 52.246-2) requirements of this contract. The term "equipment" as
used in the preceding sentence means the largest integrated unit (e.g.,
component, subassembly, or individual system, as the case may be) furnished by
the same supplier who furnished the part causing the loss or damage.
(c) Any material furnished by the Government under this contract shall be
deemed to be materials or equipment for the vessels within the meaning of the
"INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS" requirement
hereof.
(d) It is understood that the operation of firing explosive charges to
eject missiles is an operation conducted under the "General Scope of Work" and
"Specifications" paragraphs of Section C of this contract, and accordingly, this
requirement applies to such operations.
85
<PAGE>
(e) The Government's liability under the last sentence of paragraph (a) of
this requirement, paragraph (b) of the requirement of this contract entitled
"INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS," and the
Collision Liability and Protection and Indemnity Liabilities Insurance forms set
forth in the pamphlet entitled "Standard Forms of Marine Builders Risk (Navy
Form Syndicate) and War Damage Insurance Policies, Referred to in Vessel
Contracts of the Bureau of Ships" dated 23 November 1942, is subject to the
availability of appropriated funds at the time a contingency occurs. Nothing in
this contract shall be construed as implying that the Congress will, at a later
date, appropriate funds sufficient to meet deficiencies.
NAVSEA 5232.228-9105 INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD
PERSONS (FT) (JAN 1990)
(a) The Contractor shall not, unless otherwise directed or approved in
writing by the Department, carry or incur the expense of any insurance against
any form of loss of or damage to the vessels or to the materials or equipment
therefor to which the Government has acquired title or which have been furnished
by the Government for installation by the Contractor. The Government assumes
the risks of loss of and damage to the vessels and such materials and equipment
which would have been assumed by the underwriters if the Contractor had procured
and maintained throughout the term of this contract, on behalf of itself and the
Government, insurance with respect to the vessels and such materials and
equipment for full value against pre-keel and post-keel laying risks (i) under
the forms of Marine Builders Risk (Navy Form-Syndicate) policy, including the
rider attached to the "Free of Capture and Seizure" clause thereof, and War
Damage policy, both as set forth in the pamphlet entitled "Standard Forms of
Marine Builders Risk (Navy Form-Syndicate) and War Damage Insurance Policies
referred to in Vessel Contracts to the Bureau of Ships," dated 23 November 1942,
or (ii) under any other policy forms which the Assistant Secretary of the Navy
(R,D&A), Insurance Office shall determine were customarily carried or would
have been customarily carried by the Contractor in the absence of the foregoing
requirement that the Contractor not carry or incur the expense of insurance,
provided, that the Government does not assume any risk with respect to loss or
- --------
damage compensated for by insurance or otherwise or resulting from risks with
respect to which the Contractor has failed to procure or maintain insurance, if
available, as required or approved by the Department; provided, further, that
--------
under the above identified policies or under this requirement the Government
does not assume any risk with respect to, and will not pay for any costs of the
Contractor for the inspection, repair, replacement, or renewal of any defects
themselves in the vessel(s) or such materials and equipment due to (A) defective
86
<PAGE>
workmanship, or defective materials or equipment performed by or furnished by
the Contractor or its subcontractors or, (B) workmanship, or materials or
equipment performed by or furnished by the Contractor or its subcontractors
which do(es) not conform to the requirements of the contract, whether or not any
such defect is latent or whether or not any such non-conformance is the result
of negligence; provided, further, that under the above identified policies or
-----------------
under this requirement the Government does not assume the risk of and will not
pay for the costs of any loss, damage, liability or expense caused by, resulting
from, or incurred as a consequence of delay or disruption of any type
whatsoever. No requirement of this contract shall operate to subject the
Contractor to a liability for which the Government has assumed the risk
hereunder. Notwithstanding the foregoing, the Contractor shall bear the first
$10,000 of loss or damage from each occurrence or incident the risk of which the
Government otherwise would have assumed under the requirements of this
paragraph.
(b) Unless otherwise directed by the Department, the Contractor shall
procure and thereafter maintain with respect to each of the vessels Collision
Liability and Protection and Indemnity Liabilities Insurance (Government-
Syndicate Form), as set forth in the aforesaid 23 November 1942 pamphlet, if
available, in an amount equal to (i) eighty percent (80%) of the sum of the
target price of the vessel and an amount estimated by the Department to
represent the value of materials and equipment furnished by the Government for
installation by the Contractor, or (ii) Two Million Dollars ($2,000,000),
whichever shall be less. The Government will indemnify the Contractor against
liabilities (including expenses incidental thereto) to third persons which, but
for the limitation on amount specified in this paragraph, would have been
covered by such Collision Liability and Protection and Indemnity Liabilities
Insurance, and which are not compensated for by insurance or otherwise, provided
such liabilities are represented by final judgments or by settlements approved
in writing by the Department. The Contractor shall not, however, be so
indemnified against liabilities with respect to which the Contractor has failed
to procure or maintain insurance, if available, as required or approved by the
Department. The Contractor shall promptly notify the Department of each suit or
action filed and each claim made against which the Contractor may be entitled to
indemnification under this paragraph. The Contractor shall furnish the
Department with copies of all papers received with respect to each suit, action
or claim and, if requested by the Department, shall authorize representatives
of the Government to settle, or direct or take charge of the defense of, such
suit, action or claim. In the absence of such request, the Contractor shall
diligently proceed with such defense. The Government's liability under this
paragraph(b) and the Collision Liability and Protection and Indemnity
Liabilities Insurance
87
<PAGE>
forms set forth in the pamphlet entitled "Standard Forms of Marine Builders
Risk (Navy Form Syndicate) and War Damage Insurance Policies, referred to in
Vessel Contracts of the Bureau of Ships, dated 23 November 1942, is subject to
the availability of appropriated funds at the time a contingency occurs.
Nothing in this contract shall be construed as implying that the Congress
will, at a later date, appropriate funds sufficient to meet deficiencies.
(c) The cost of the insurance required by paragraph (b) of this requirement
is included in the target price and the cost of all other insurance which may
be required or approved pursuant to this clause will be considered allowable
costs under this contract. If the Department should require or approve the
cancellation of any such insurance, the Contractor will promptly pay to the
Government the amount of all unearned premiums refunded to the Contractor, but
only to the extent that such premiums shall have been reimbursed to the
Contractor by the Government or included in the pricing structure of the
contract (firm fixed price or incentive type arrangement, as applicable).
(d) All insurance which is or may be required or approved pursuant to this
requirement shall be in such form, in such amounts, for such periods of time,
and with such insurers as the Department may from time to time require or
approve, provided the Contractor shall be named as an insured and shall be
entitled to payment of any loss or damage as its interests may appear. The
policies or certificates of insurance shall be deposited with the Assistant
Secretary of the Navy (R,D&A), Insurance Office, or as the Department may
otherwise direct.
(e) In the event of loss of or damage to any of the vessels or any of the
materials or equipment therefor which may result in a claim against the
Government under the insurance requirements of this contract, the Contractor
promptly shall notify the Contracting Officer of such loss or damages, and the
Contracting Officer may, without prejudice to any other right of the
Government, either:
(i) Order the Contractor to proceed with replacement or repair in which
event the Contractor shall effect such replacement or repair. The Contractor
shall submit to the Contracting Officer a request for reimbursement of the
cost of such replacement or repair together with such supporting documentation
as the Contracting Officer may reasonably require, and shall identify such
request as being submitted under this insurance requirement. If the Government
determines that the risk of such loss or damages is within the scope of the
risks assumed by the Government under this requirement, the Government will
reimburse the Contractor for the reasonable, allowable cost of such
replacement or repair, plus a reasonable profit, less the
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<PAGE>
deductible amount specified in paragraph (a) of this requirement. Payments by
the Government to the Contractor under this insurance requirement are outside
the scope of and shall not affect the pricing structure of the contract (firm
fixed price or incentive type arrangement, as applicable), and are additional to
the compensation otherwise payable to the Contractor under this contract; or
(ii) In the event the Contracting Officer decides that the loss or
damage shall not be replaced or repaired,
(A) Modify the contract appropriately consistent with the reduced
requirements reflected by the unreplaced or unrepaired loss or damage, or
(B) Terminate the construction of any part or all of the vessel(s)
under the clause of this contract entitled "TERMINATION FOR CONVENIENCE OF THE
GOVERNMENT (FIXED-PRICE)" (FAR 52.249-2).
(f) The coverage provided by this requirement is extended geographically to
include material or equipment to which the Government has acquired title or
which has been furnished by the Government and is located in the following
contractor facilities or in transit between facilities:
(List facilities)
The Contractor may request the Contracting Officer to extend the geographical
coverage of this requirement to newly acquired or leased facilities which are to
be used in the performance of this contract.
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<PAGE>
NAVSEA 5252.232-9105 PAYMENTS (FI) (JAN 1990)
(Applicable to Item 0003, and if the options are exercised, Items 0103, 0203,
0303 and 0403)
(a) Computation of Payments
-----------------------
(1) Until such time as physical progress in the performance of work on a
vessel is fifty percent (50%) complete, the Government, upon submission by the
Contractor of invoices certified by the Contractor as hereinafter provided, will
promptly make payments, on account of the total contract price(s), at ninety
percent (90%) of the amount determined by multiplying the allocated total
contract price of such vessel by the percentage of physical progress in the
performance of work on such vessel as certified by the Contractor subject to the
approval of the Supervisor; provided, that no such payment shall be made in an
--------
amount which when added to the total of all payments previously made with
respect to such vessel under (i) paragraph (a) of this requirement and (ii) the
---
"COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)" requirement exceeds one hundred
percent (100%) of the allowable costs certified by the Contractor on the related
invoice to have been incurred in the performance of work on such vessel.
(2) After the percentage of physical progress in the performance of work
on a vessel has reached fifty percent (50%), the Government, upon submission by
the Contractor of invoices certified by the Contractor as hereinafter provided,
will promptly make payments, on account of the total contract price(s), of one
hundred percent (100%) of the amount determined by: (i) multiplying the
allocated total contract price of such vessel by the percentage of physical
progress in the performance of work on such vessel as certified by the
Contractor subject to the approval of the Supervisor, and (ii) subtracting from
that product five percent (5%) of the allocated total contract price of such
vessel; provided, that no such payment shall be made in an amount which when
--------
added to the total of all payments made previously with respect to such vessel
under (i) paragraph (a) of this requirement and (ii) the "COMPENSATION
---
ADJUSTMENTS (LABOR AND MATERIAL)" requirement exceeds one hundred five percent
(105%) of the allowable costs certified by the Contractor on the related invoice
to have been incurred in the performance of work on such vessel; provided,
---------
further, that the Contractor furnishes data on actual cumulative costs and
- -------
estimated future costs acceptable to the Supervisor which demonstrates to the
satisfaction of the Supervisor that the Contractor will make a profit of at
least five percent (5%) on completion of the contract, and the Contractor
provides updated information on a quarterly basis. If updated data indicate the
Contractor will not make a profit of at least five percent (5%) on completion of
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<PAGE>
the contract, the progress payments shall be adjusted retroactively so that the
total of all payments made with respect to the vessel under (i) paragraph (a) of
this requirement and (ii) the "COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)"
requirement shall not exceed one hundred percent (100%) of the allowable costs
certified by the Contractor on the related invoice to have been incurred in the
performance of work on such vessel.
(b) Billing Price
-------------
(1) For the purpose of this requirement, until the establishment of
the total final price(s) in accordance with paragraph (d) of the clause of this
contract entitled "INCENTIVE PRICE REVISION--FIRM TARGET (FI) (DEVIATION 89-915
- - 29 JUN 1989)" (FAR 52.216-16), the term "total contract price" means the
billing price; initially the billing price shall be the initial total contract
target price(s), and thereafter the billing price shall be revised as provided
in paragraph (b)(2) below. After establishment of the total final price(s) in
accordance with paragraph (d) of the "INCENTIVE PRICE REVISION (FIRM TARGET)
(FI) (DEVIATION 89-915 - 29 JUN 1989)" clause, the billing price shall be the
total final price(s) so established.
(2) Within fifteen (15) days after each calendar quarter the Contractor
shall submit in writing a proposed revised billing price which shall be
established as follows:
(i) The Contractor shall certify to the Contracting Officer the
percentage of physical progress in the performance of the contract as a whole as
of the end of the calendar quarter. Such percentage of physical progress shall
be expressed as a decimal carried to four decimal places and shall be subject to
the approval of the Supervisor.
(ii) The revised billing price shall be the sum of a projected final
cost(s), and a projected profit, computed as follows:
(A) A projected final cost shall be computed by (i)
determining the cumulative sum of the base costs as of the end of the calendar
quarter, established in accordance with the "COMPENSATION ADJUSTMENTS (LABOR
AND MATERIAL)" requirement, and (ii) dividing the sum thereof by the
percentage of physical progress certified and approved as set forth in
subparagraph (i) above.
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(B) A projected profit shall be determined by applying to the
projected final cost(s) the incentive formula set forth in paragraph (d)(2) of
the "INCENTIVE PRICE REVISION--FIRM TARGET" clause; provided, that in no event
--------
shall the revised billing price exceed the ceiling price(s) of the contract.
(iii) The revised billing price determined as stated above shall be
set forth separately in a supplemental agreement to this contract, which also
shall set forth the computations upon which the revision of the billing price
is based.
(iv) Any revision of the billing prices shall not affect the
determination of the total final price(s) under paragraph (d) of the "INCENTIVE
PRICE REVISION--FIRM TARGET (FI) (DEVIATION 89-915 - 29 JUN 1989)" clause.
After execution of the contract modification referred to in subparagraph
(d)(3) of said clause, the total amount paid or to be paid on all invoices or
vouchers shall be adjusted to reflect the total final price(s), and any
additional payments, refunds, or credits resulting therefrom shall be promptly
made.
(c) Allocated Total Contract Price of Each Vessel. For the purpose of this
---------------------------------------------
requirement, the allocated total contract price of each vessel shall be
established by multiplying the total contract price(s) by a percentage,
expressed as a decimal carried to four decimal places, equal to that fraction
whose numerator is the original unit target price of the vessel and whose
denominator is the original total target price. The resulting dollar amount
shall be rounded to the nearest one hundred thousand dollar ($100,000), upward
or downward; provided that in no event shall the sum of the allocated total
contract price of the vessel(s) exceed the total contract price(s). The
aforesaid percentages of each vessel shall be revised, by contract modification,
in the event that either:
(i) Equitable adjustments to the unit target prices of the vessels
result in unit target prices of a substantially different proportion to the
total target prices than previously provided for under this subparagraph (c); or
(ii) Incurred costs indicate that a revision to the percentages is
appropriate, Provided, however, any such revision shall not be made more
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frequently than at the end of a calendar quarter unless the total contract
price(s) is(are) limited to the contract ceiling price(s) and the contract
ceiling price(s) is(are) adjusted during the calendar quarter.
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(d) Invoices
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Invoices may be submitted every two weeks, but not more frequently;
provided, however, that if after contract award more frequent progress payments
- -------- -------
are approved by cognizant Government authority, this requirement shall be
modified accordingly without additional consideration by the Contractor to the
Government for such modification. No payment will be required to be made upon
invoices aggregating less than five thousand dollars ($5,000).
The Contractor shall certify on each invoice:
(1) the percentage of physical progress in the performance of work on
the vessel as a decimal carried to four places; and
(2) the allowable costs incurred in the performance of the work on the
vessel as of the date the invoice is submitted. Such certification shall
provide for cost category reporting in accordance with the Contractor's normal
accounting system and shall be broken down into direct material, direct labor,
and indirect costs.
(e) Physical Progress and Weighting Factors
---------------------------------------
(1) Within sixty (60) days after contract award the Contractor shall
submit a progressing system description for review and approval by the
Contracting Officer. Upon approval of such system, progress payments shall be
in accordance with the approved system. Subsequent revisions to the approved
system shall be submitted to the Contracting Officer for approval prior to
implementation.
(2) The mutually agreed upon weighting factors for the categories of
labor and material for each vessel are set forth in Attachment * to this
-----
contract. The weighting factors shall be revised quarterly concurrent with the
billing price revisions specified in paragraph (b). Notwithstanding the above,
revision of weighting factors may be requested by either party when factual
data indicate that the weighting factors then in use are no longer
representative of the actual labor and material distribution. Revisions of
weighting factors shall be supported by detailed de-escalated (estimated
final) direct material, direct labor, and indirect costs and additional data
concerning the cause of the change in the weighting factors. Any change in the
weighting factors shall be set forth in a supplemental agreement to this
contract.
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(f) Incurred Costs
--------------
For the purpose of this clause, "incurred costs" are those costs
identified through the use of the accrual method of accounting, as supported
by the records maintained by the Contractor and which are allowable in
accordance with Part 31 of the Federal Acquisition Regulation (FAR) and Part
231 of the Department of Defense FAR Supplement (DFARS) in effect on the
effective date of this contract and include only:
**(1) Costs for items or services purchased directly for the contract
which are paid as well as incurred, as shown by payment made by cash, check, or
other form of actual payment; and
(2) Costs incurred, but not necessarily paid, for materials issued from
the Contractor's stores inventory and placed in the production process for
use on the contract, for direct labor, for direct travel, for other direct
in-house costs and for properly allocable and allowable overhead (indirect)
costs, all as shown by records maintained by the Contractor for the purpose of
obtaining payment under Government contracts, provided that the Contractor is
not delinquent in payment of costs of contract performance in the ordinary
course of business; and
(3) With respect to allocated and allowable costs of pension
contributions, when pension contributions are paid by the Contractor to the
retirement fund less frequently than quarterly, accruals of the costs of these
pension contributions shall be excluded from the Contractor's incurred costs
until such costs are paid. If pension contributions are paid on a quarterly or
more frequent basis, accruals of such costs may be included in the
Contractor's incurred costs, provided that the pension contributions are paid
to the retirement fund within thirty (30) days after the close of the period
covered by payment. If payments are not paid within such thirty (30) day
period, pension contributions shall be excluded from the Contractor's incurred
costs until payment therefor has been made.
(4) Incurred costs shall not include any costs which are required under
any requirement of this contract (other than the "COMPENSATION ADJUSTMENTS
(LABOR AND MATERIAL)" requirement) to be reimbursed or paid by the Government
to the Contractor or by the Contractor to the Government other than through an
equitable adjustment in the contract price(s).
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(5) If an overpayment is made relative to this paragraph (f), interest
shall be charged at the prevailing per annum rate established by the Secretary
of the Treasury, pursuant to Public Law 92-41, from the date such overpayment is
made (date of Government check) until the date the overpayment if fully
recovered.
(g) Retentions
----------
(1) Upon preliminary acceptance of each vessel and upon the submission
of properly certified invoices, the Government will pay to the Contractor the
amount withheld under paragraph (a) of this requirement in respect of that
vessel in excess of (i) a performance reserve in the amount of one and one-half
percent (1.5%) of the allocated total contract price for such vessel, or (ii)
one hundred thousand dollars ($100,000), whichever is greater. If at any time
it shall appear to the Government that the amount of performance reserve may be
insufficient to meet the cost to the Government of finishing any unfinished work
under the contract for which the Contractor is responsible, or of correcting
defects for which the Contractor is responsible which are discovered prior to
preliminary acceptance or during the guaranty period of any vessel, the
Government may, in making payments under this requirement, deduct or withhold
such additional amounts as it may determine to be necessary to render such
reserve adequate; provided, that any additional amounts deducted or withheld on
--------
account of defects which are discovered during the guaranty period of the vessel
shall not exceed the limit of the Contractor's liability as set forth in the
requirement entitled "LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF
DEFECTS", reduced by the amounts of the cost incurred by the Contractor for work
on such vessel because of Contractor responsible deficiencies which are
discovered during the guaranty period of the vessel.
(2) The Government may, in its discretion, make payments prior to final
settlement on account of the reserves established under this requirement,
subject to such conditions precedent as the Contracting Officer may prescribe.
(3) The Government shall, at the time of final settlement, in accordance
with the provisions of the requirement entitled "FINAL SETTLEMENT", pay the
Contractor the balance owing to it under the contract promptly after the amount
of such balance shall have been determined.
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(h) Certifications and Audits
-------------------------
At any time or times prior to final payment under this contract, the
Contracting Officer may have any invoices and statements or certifications of
costs audited. The Contracting Officer may require the Contractor to submit,
or make available for examination by the Contracting Officer or his designated
representative, the supporting documentation upon which invoices, statements
or certifications of costs are based. Each payment theretofore made shall be
subject to reduction as necessary to reflect the exclusion of amounts included
in the invoices or statements or certifications of costs which are found by
the Contracting Officer, on the basis of such audit, not to constitute
allowable costs. Any payment may be reduced for overpayments, or increased for
underpayments on preceding invoices.
NAVSEA 5252.232-9108 FINAL SETTLEMENT (FT) (JAN 1983)
Upon final acceptance of the vessel(s), or in the event of the termination of
this contract on such terms that none of the vessel(s) is to be completed, then
upon such termination, the Contractor shall be entitled to receive the balance
owing to it under this contract, such payment to be made promptly after the
amount of such balance shall have been determined. The Contractor and each
assignee under an assignment in effect at the time of final settlement shall
execute and deliver at the time of and as a condition precedent to final
payment, a release in form and substance satisfactory to and containing such
exemptions as may be found appropriate by the Contracting Officer, discharging
the Government, its officers, agents and employees of and from liabilities,
obligations and claims arising under this contract. The Contracting Officer may
authorize partial payments on account of any such balance to be made in advance
of final settlement. If this contract shall have been terminated in whole or in
part, any such release shall also contain a release of all claims against the
Government arising out of or by virtue of such termination.
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NAVSEA 5252.233-9103 DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (AT) -
ALTERNATE I (JAN 1990)
(a) For the purposes of this requirement, the term "change" includes not only
a change made pursuant to a written order designated as a "change order" but
also (i) an engineering change proposed by the Government or the Contractor
pursuant to the "Other Change Proposals" or other requirements of this contract
and (ii) any act or omission to act on the part of the Government in respect of
which a request is made for equitable adjustment under the "CHANGES" clause or
any other article or requirement of this contract.
(b) Whenever the Contractor requests or proposes an equitable adjustment of
$500,000 or more per vessel in respect of a change made pursuant to a written
order designated as a "change order" or in respect of a proposed engineering
change and whenever the Contractor requests an equitable adjustment in any
amount in respect of any other act or omission to act on the part of the
Government, the proposal supporting such request shall include the following
information for each individual item or element of the request:
(1) A description (i) of the work required by the contract before the
change, which has been deleted by the change, and (ii) of the work deleted by
the change which already has been completed. The description is to include a
list of identifiable components, equipment, and other identifiable property
involved. Also, the status of manufacture, procurement, or installation of such
property is to be indicated. Separate description is to be furnished for design
and production work. Items of identifiable raw material, purchased parts,
components and other identifiable hardware, which are made excess by the change
and which are not to be retained by the Contractor, are to be listed for later
disposition;
(2) Description of work necessary to undo work already completed which
has been deleted by the change;
(3) Description of work which is substituted or added by the change.
A list of identifiable components and equipment (not bulk materials or items)
involved, should be included. Separate descriptions are to be furnished for
design work and production work;
(4) Description of interference and inefficiencies in performing the
change;
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(5) Description of disruption attributable solely to the change; which
description shall include the following information:
(i) Description of each identifiable element of disruption and how
work has been, or may be, disrupted;
(ii) The calendar period of time during which disruption occurred,
or may occur;
(iii) Area(s) of the Contractor's operations where disruption
occurred, or may occur;
(iv) Trade(s) or functions disrupted, with a breakdown of manhours
and material for each trade or function;
(v) Scheduling of trades before, during, and after the period of
disruption insofar as such scheduling may relate to or be affected by the
estimated disruption;
(vi) Description of any measures taken to lessen the disruptive
effect of the change.
(6) Delay in delivery attributable solely to the change;
(7) Other work or increased costs attributable to the change;
(8) Supplementing the foregoing, a narrative statement of the nature of
the alleged Government act or omission, when the alleged Government act or
omission occurred, and the "causal" relationship between the alleged Government
act or omission and the claimed consequences therefor, cross-referenced to the
detailed information provided as required above.
(c) Each proposal submitted in accordance with this requirement shall include
a copy of the Contractor's ship's labor budget at the cost class level in effect
as of the date the event began, the cost incurred at the cost level as of the
same date, and the proposed effect of the change at the cost class level.
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(d) It is recognized that an individual request for equitable adjustment may
not include all of the factors listed in subparagraphs (b)(1) through (b)(8)
above, or that the Contractor may not reasonably be able to furnish complete
information on all of the factors listed in subparagraphs (b)(1) through (b)(8)
above. Accordingly, the Contractor is only required to set forth in its request
for equitable adjustment information with respect to those factors which are
relevant to the individual request for equitable adjustment, or in the level of
detail which is reasonably available to the Contractor.
(e) In addition to any information required under paragraph (b) above, each
proposal submitted in support of a claim for equitable adjustment, under any
requirement of this contract, in an amount which requires certified cost or
pricing data, if requested by the Contracting Officer, shall contain a duly
executed Standard Form (SF) 1411 with respect to each individual claim item.
The information furnished shall be in sufficient detail to permit the
Contracting Officer to cross-reference the claimed increased costs, or delay in
delivery, or both, as appropriate, as set forth in the SF 1411, with the
information submitted pursuant to subparagraphs (b)(1) through (b)(8) hereof.
(f) The certification requirements as set forth in the clause of this
contract entitled "CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR
RELIEF" (DFARS 252.233-7000) shall be complied with.
(g) Pursuant to 10 U.S.C. 2405, no price adjustment to this contract will be
made for any amount set forth in a claim, request for equitable adjustment, or
demand for payment under this contract (or incurred due to the preparation,
submission, or adjudication of any such claim, request, or demand) arising out
of events occurring more than eighteen (18) months before the submission of the
claim, request, or demand. A claim, request, or demand shall be considered to
have been submitted only when the Contractor has provided the certification
required by section 6(c)(1) of the Contract Disputes Act of 1978 (41 U.S.C.
605(c)(1)) and the supporting data for the claim, request, or demand.
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NAVSEA 5252.237-9106 SUBSTITUTION OF PERSONNEL (SEP 1990)
(a) The Contractor agrees that a partial basis for award of this contract is
the list of key personnel proposed. Accordingly, the Contractor agrees to
assign to this contract those key persons whose resumes were submitted with
the proposal necessary to fulfill the requirements of the contract. No
substitution shall be made without prior notification to and concurrence of
the Contracting Officer in accordance with this requirement.
(b) All proposed substitutes shall have qualifications equal to or higher
than the qualifications of the person to be replaced. The Contracting Officer
shall be notified in writing of any proposed substitution at least forty-five
(45) days, or ninety (90) days if a security clearance is to be obtained, in
advance of the proposed substitution. Such notification shall include: (1) an
explanation of the circumstances necessitating the substitution; (2) a
complete resume of the proposed substitute; and (3) any other information
requested by the Contracting Officer to enable him/her to judge whether or not
the Contractor is maintaining the same high quality of personnel that provided
the partial basis for award.
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NAVSEA 5252.245-9124 LIENS AND TITLE (FI) (JAN 1990)
(a) Any and all partial payments made hereunder on account of the vessels and
the materials and equipment therefor shall be secured, when made, by a lien in
favor of the Government upon such material and equipment on account of all
payments so made, except to the extent that the Government, by virtue of any
other requirement of this contract, or otherwise, shall have valid title to
such material and equipment as against other creditors of the Contractor. If
such property is not identified by marking or segregating, the Government
shall be deemed to have a lien upon a proportionate part of any mass of
property with which such property is commingled. Any lien provided for by
virtue of this requirement is paramount to all other liens under the
provisions of an Act approved 22 August 1911 (Pub. Law No. 41, 62d Cong., 37
Stat. 32; 10 U.S.C. Sec 7521). Upon completion and delivery of the vessels,
said lien shall be discharged as to any materials and equipment which have not
been included in the vessels and which are no longer required therefor.
(b) The Contractor shall immediately discharge or cause to be discharged any
lien or rights in rem of any kind, other than in favor of the Government,
------
which at any time exists or rises with respect to the machinery, fittings,
equipment or materials for the vessels. 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.
------
(c) Title to the vessels under construction shall be in the Government and
title to all materials and equipment acquired for each vessel shall vest in
the Government upon delivery thereof to the plant of the Contractor or other
place of storage selected by the Contractor, whichever of said events shall
first occur; provided, that the Supervisor may, by written direction, require
--------
that title shall vest in the Government upon delivery of such materials and
equipment to the carrier for transportation to the plant of the Contractor or
other place of storage selected by the Contractor. The amount of any freight
charges, transportation, taxes or other costs which would have been paid by
the Contractor, either directly or as an element of any subcontract cost, and
which the Contractor shall not be required to pay as a result of such earlier
vesting of title and any use of Government bills of lading, shall be
determined and treated as though resulting from a change order and the
contract price reduced accordingly. Upon completion of the contract, or at
such earlier date as may be fixed by the Contracting Officer, the Contractor
shall submit, in a form acceptable to the Contracting Officer, inventory
schedules covering all items of property not consumed
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in the performance of this contract (including any resulting scrap) or not
theretofore delivered to the Government. The Contractor shall deliver or make
such other disposal of such property as may be directed or authorized by the
Contracting Officer. The Contracting Officer, in lieu of directing or
authorizing delivery or disposal of such property, may authorize the
Contractor to take title to all or any part of such property, except for
materials and equipment which were furnished by the Government and except for
models, mockups, plans and other items which the Contractor is expressly
required to construct, prepare or furnish to the Government (all of which
shall remain the property of the Government). In the event the Contracting
Officer authorizes the Contractor to take title to all or any part of such
property, the Contractor shall credit the cost incurred in the performance of
this contract by an amount equal to the fair market value of such property. In
the event the Contracting Officer directs or authorizes the delivery or
disposal of such property, any costs incurred by the Contractor in delivering
or disposing of such property shall be included in the total final costs
incurred or to be incurred and shall be included in the total final price
determined pursuant to the clause of this contract entitled "INCENTIVE PRICE
REVISION--FIRM TARGET (FI) (DEVIATION 89-915 - 29 JUN 1989)" (FAR 52.216-16).
Recoverable scrap from such property shall be reported in accordance with such
procedure and in such form as the Contracting Officer may direct. The net
proceeds of any such disposal shall be credited to the Government and shall be
paid in such manner as the Contracting Officer may direct. For the purposes of
this requirement, "net proceeds" means actual amount collected from such sale
of disposal less sales, collection fees and other reasonable related expenses.
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NAVSEA 5252.245-9127 ADDITIONAL PROVISIONS RELATING TO GOVERNMENT PROPERTY
(FT) (JAN 1990)
(a) The Contracting Officer may increase the amount of property to be
furnished under this contract and the contract shall be equitably adjusted to
reflect such increase in accordance with procedures of the "CHANGES" clause of
the contract.
(b)(1) As to all equipments listed in NAVSEA Form 4205/19 or Schedule A, as
applicable, which will be permanently installed or otherwise will be built
into the vessel(s), the AN nomenclature or other model designations given
therein are to indicate only the basic description of equipments to be
furnished and do not indicate the specific model or manufacturer's equipment
that will be furnished. The Government may furnish, without issuing a change
under the "CHANGES" clause of the contract, other equipments bearing
nomenclature and model designations which further define the specific
equipment to be furnished and to further substitute other equipments with
different nomenclature or model designations as long as they are geometrically
congruent dimensionally, and mechanically and electrically interchangeable
with the equipment identified in NAVSEA Form 4205/19 or Schedule A, as
applicable.
(2) As to all equipments listed in NAVSEA Form 4205/19 or Schedule A, as
applicable, which are portable in nature and require only means for stowage
in the vessel(s), the AN nomenclature or other model designations given
therein are to indicate only the basic description of the equipments to be
furnished. The Government may furnish, without issuing any change under the
"CHANGES" clause of the contract, other equipments bearing different AN
nomenclature or other model designations as long as the equipments furnished
are functionally interchangeable with the equipments specified in NAVSEA Form
4205/19 or Schedule A, as applicable, and no changes in ship stowage
provisions are required.
(c) Unless otherwise specifically directed by the Supervisor, nonreusable
crates and other nonreusable packaging in which Government Property is
delivered to the Contractor shall become the property of the Contractor upon
removal of the packaged or crated material, in which event such crates and
other packaging shall not be subject to the provisions of the clause of this
contract entitled "GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (FT) (DEC 1989)
(DEVIATION 89-915 - 29 JUN 1989)" (FAR 52.245-2).
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(d) Any packaging or preparation for delivery or for other disposal of
Government Property by the Contractor at the direction or authorization of the
Contracting Officer pursuant to paragraph (i) of the clause of this contract
entitled "GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)" shall be provided for
by change order and an appropriate adjustment shall be made in the contract
price in accordance with the clause of the contract entitled "CHANGES".
(e)(1) In addition to the equipments listed on NAVSEA Form 4205/19 or Schedule
A, as applicable, the Government may provide installation and checkout (I&C)
spares. The Contractor shall provide segregated stowage and inventory
management for Government furnished I&C spares. These I&C spares will be
pre-positioned by the Government at the shipyard for use by Contractor or
Government personnel for the installation and checkout of Government Furnished
Equipment (GFE). The Contractor shall maintain these spares in a suitable
warehouse accessible 24 hours per day during GFE installation and checkout, in
accordance with the ship construction test program. I&C spares do not include
parts to support installation and checkout of reactor plant equipment.
Requirements governing such reactor plant repair parts, known as Shipyard Load
List (SLL) parts, are defined in the ship specification.
(2) The Contractor shall provide proposed I&C storage, inventory
management and issue procedures for Government review and approval. These
procedures shall address the Contractor's methods for receipt inspection,
identification of damage, control of sensitive material, special environmental
capabilities, security and availability of timely status information. The
procedures must take into consideration any special requirements associated
with electronic components such as electrostatic discharge precautions. The
procedures should reference applicable military or commercial standards used
in management of I&C spares. A list of planned I&C spares, estimated volume,
and special requirements will be provided by the Government to allow for
warehouse planning.
(f) The Contractor is required to maintain control of Government property in
accordance with Federal Acquisition Regulation (FAR) Subpart 45.5 and DOD FAR
Supplement (DFARS) Subpart 245.5. In addition to the specific requirements of
FAR 45.5 and DFARS 245.5, the Contractor shall have an automated system for
controlling Government property and the automated records shall constitute the
official Government property control records. The automated systems shall be
sufficient to identify the location, quantity and hull assignment of all items
of Government property from the time of receipt through issue for installation
or
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disposition of the property from the Contractor's facility. The automated
system shall be equivalent, as a minimum, to the automated systems the
Contractor uses to control Contractor-owned property and material. The
Contractor may include Government property in the same computer used to
control Contractor-owned property provided that separate records are kept for
Government-owned property provided that separate records are kept for
Government-owned and Contractor-owned property. The Contractor shall provide
the Government a list of all items and quantities of Government property
accountable to this contract in the Contractor's possession. The list shall be
provided annually, or upon request, in automated format suitable for comparing
Contractor records of Government property with similar Government records. The
list shall be sorted in material categories defined by the Government and
shall include data elements specified by the Government.
(g) The Contractor shall have an automated system for I&C allowances. The
system shall accept replacement or new requisition document numbers. The
system shall include allowance requirements, on hand, on order, inventory
status, identification of assets excess to allowance, on line, real time,
processing, inventory posting records, inventory usage statistics and
available prices.
(h) SUPSHIP shall have the ability to retrieve information from the
Contractor's data base using Contractor terminals already in place or by using
Government owned terminals.
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NAVSEA 5252.246-9124 SHIPBUILDING SUPPORT OFFICE SCHEDULES (AT) (JAN 1983)
The U.S. Navy Shipbuilding Support Office, which is responsible within the
Department for providing central scheduling for ship programs, may, but shall
not be obligated to, promulgate from time to time Master Program Schedules and
other documents relating to the design, material procurement for, and orderly
erection of the vessel(s). Such schedules and documents, if promulgated, are
intended to facilitate integration of all work required in connection with the
vessels, and other vessels, if any, in the same ship program and to serve as a
planning aid for the Contractor and its agents, but such schedules and
documents shall not alter or increase the obligations of the Government and
the use thereof or adherence thereto is not a requirement of this contract.
Neither the promulgation of such schedules and documents nor any use thereof
by the Contractor or its agent shall in any way relieve the Contractor of its
obligation to complete and deliver the vessel(s) by the date and in accordance
with the other requirements set forth in this contract or affect
responsibility for any delays.
NAVSEA 5252.246-9128 DELIVERY OF COMPLETED VESSEL (FT) (JAN 1983)
The terms "vessel" as used in this requirement refers to each of the vessels
to be constructed and delivered under this contract.
(a) The vessel shall not be presented for acceptance trials (as used in this
requirement acceptance trials means acceptance trials or combined acceptance
trials) until it is determined by the Supervisor that the Contractor has
satisfactorily carried out those parts of the builder's trials for which the
Contractor is responsible, including builder's dock and sea trials, and that
the Contractor has:
(i) Corrected all Contractor responsible deficiencies discovered before
completion of all builder's sea trials, unless otherwise agreed to in writing
by the Contracting Officer; and
(ii) Corrected all Contractor responsible deficiencies discovered after
completion of the builder's sea trials which are determined by the Contracting
Officer to be necessary to avoid an adverse effect on the operational
capability of the vessel.
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(b) The Contractor shall be responsible for scheduling an interval of a
minimum of thirty (30) days between the satisfactory completion of acceptance
trials and delivery of the vessel. During this period, the Contractor shall
satisfactorily correct all Contractor responsible deficiencies, whether
discovered before, during, or after completion of acceptance trials, which are
determined by the Contracting Officer to be necessary to avoid an adverse
effect on the operational capability of the vessel.
(c) Prior to delivery of the vessel, to the extent necessary for tests, crew
training, or operations which the Government is to perform and which do not
require the Government to have control of the entire vessel, the Contractor
shall make parts of the vessel available to the Government; to the extent
necessary for tests, crew training, trials or operations which the Government
is to perform and which require the Government to have control of the entire
vessel, such as alongside training, fast cruise and underway trials, the
Contractor shall make the entire vessel available to the Government at
dockside, at the Contractor's plant, for such periods of time as are necessary
for such trials and operations. During all periods of time when the entire
vessel is made available to the Government, the Contractor shall, as requested
by the Government and required by the specifications, provide technical
assistance and provide assistance necessary to correct defects which develop
or are discovered during trial or operations of the vessel. Following the
completion of each such trials or operation, the Government shall return the
vessel to the Contractor at dockside, at the Contractor's plant, for the
correction of defects, if any, and completion of construction in accordance
with the terms of this contract.
(d) Upon satisfactory completion (i) of acceptance trials and (ii) of the
correction of deficiencies as provided in paragraph (b) above, the Contractor
shall deliver the vessel to the Government for preliminary acceptance.
(e) Following preliminary acceptance, the Government may, during the guaranty
period, make the vessel available to the Contractor, at the Contractor's
plant, (i) for correction of defects noted at the time of preliminary
acceptance, or which are discovered during the guaranty period, and (ii) for
the performance of any additional work required by change orders issued
pursuant to the "CHANGES" clause of this contract prior to preliminary
acceptance and not theretofore performed. If the Government elects to make the
vessel(s) available to the contractor, at the contractor's plant, for the
accomplishment of the above described post delivery work, the contractor
agrees to accept the vessel(s) and perform the work. The contractor agrees to
accept the vessel(s) and perform the work. The contractor also agrees to
consider the accomplishment of additional work during the post-shakedown
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availability under a standard Government contract. If the post-shakedown
availability period shall begin during but extend beyond the expiration of the
guaranty period, the Government may during the extended period leave the
vessel at the Contractor's plant or return the vessel thereto for the
correction of defects not previously corrected and for the performance of any
additional work required by change orders issued pursuant to the "CHANGES"
clause of this contract prior to preliminary acceptance and not theretofore
performed.
(f) The Contractor shall exercise reasonable care to protect the vessel at
all times until the delivery of the vessel, and thereafter during such times
as the vessel is at the Contractor's plant during the guaranty period or
during the post-shakedown availability period if the latter shall extend
beyond the expiration of the guaranty period, except for periods of time when
the entire vessel is made available to the Government. During such periods,
while the vessel is at the Contractor's plant, the Contractor shall provide
assistance to protect and service the vessel, and shall effect any correction
of defects or performance of uncompleted work, to the extent permitted or
required by the Government.
(g) In accordance with the inspection requirements of the contract, all
actions of the Government pursuant to this requirement shall be performed in
such a manner as to not unduly delay the work.
NAVSEA 5252.247-9110 TUG AND PILOT SERVICES (SEP 1990)
The Contractor shall provide necessary tug and pilot services to move the
vessel(s) from the fairway of the plant to the pier or dock, and upon
completion of all work from the pier or dock, to the fairway of the plant.
NAVSEA 5252.243-9113 OTHER CHANGE PROPOSALS (FT) - ALTERNATE I (JAN 1990)
(a) The Contracting Officer, in addition to proposing engineering changes
pursuant to other requirements of this contract, and in addition to issuing
changes pursuant to the clause of this contract entitled "CHANGES", may
propose other changes within the general scope of this contract as set forth
below. Within forty-five (45) days from the date of receipt of any such
proposed change, or within such further time as the Contracting Officer may
allow, the Contractor shall submit the proposed scope of work, plans and
sketches, and its estimates of: (A) the cost, (B) the weight and moment
effect, (C) effect on delivery dates of the vessel(s), and (D) status of work
on the vessels affected by
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the proposed change. The proposed scope of work and estimate of cost shall be
in such form and supported by such reasonably detailed information as the
Contracting Officer may require. Within sixty (60) days from the date of
receipt of the Contractor's estimate, the Contractor agrees to either (A)
enter into a supplemental agreement covering the estimate as submitted, or (B)
if the estimate as submitted is not satisfactory to the Contracting Officer,
enter into negotiations in good faith leading to the execution of a bilateral
supplemental agreement. In either case, the supplemental agreement shall cover
an equitable adjustment in the contract price, including an equitable
adjustment for the preparatory work set forth above, scope, and all other
necessary equitable adjustments. The Contractor's estimate referred to in this
subparagraph shall be a firm offer for sixty (60) days from and
after the receipt thereof by the Contracting Officer having cognizance
thereof, unless such period of time is extended by mutual consent.
(b) Pending execution of a bilateral agreement or the direction of the
Contracting Officer pursuant to the "CHANGES" clause, the Contractor shall
proceed diligently with contract performance without regard to the effect of
any such proposed change.
(c) In the event that a change proposed by the Contracting Officer is not
incorporated into the contract, the work done by the Contractor in preparing
the estimate in accordance with subparagraph (a) above shall be treated as if
ordered by the Contracting Officer under the "CHANGES" clause. The Contractor
shall be entitled to an equitable adjustment in the contract price for the
effort required under subparagraph (a), but the Contractor shall not be
entitled to any adjustment in delivery date. Failure to agree to such
equitable adjustment in the contract price shall be a dispute within the
meaning of the clause of this contract entitled "DISPUTES" (FAR 52.233-1).
CONTRACTOR RESPONSIBILITY FOR DESIGN AND CONSTRUCTION
Inasmuch as the construction specifications (exclusive of the COR) and
contract design were prepared and developed by the Contractor, the Contractor
assumes the responsibility for the completeness, thoroughness and adequacy of
the specifications for designing and constructing the Strategic Sealift Ship
meeting the requirements of the Circular of Requirements based upon which the
Contractor's specifications were proposed. In the event there are any errors
or omissions in the contract specifications, or in the accompanying plans that
affect the detail design and construction version of the Strategic Sealift
Ship, the Contractor shall correct such errors or omissions as a part of the
contract work with no increase in contract price.
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Furthermore, the Contractor shall be responsible for ensuring that the vessel
as delivered after construction shall comply with all the applicable laws of
the United States and the requirements and standards of the various Regulatory
Bodies and other organizations identified in the specifications. The
Contractor shall also be responsible for ensuring that the vessel, as
constructed, meets the requirements to be classified by the American Bureau of
Shipping and U.S. Coast Guard and certified as required by other Regulatory
Bodies.
Any inquiries or comments made or not made by the Navy in its evaluation of
the Contractors specifications and contract design upon which this contract is
awarded shall not relieve the Contractor of the responsibilities described
above.
REQUIREMENTS FOR DOMESTIC MANUFACTURE OF CERTAIN SHIPBOARD SYSTEMS AND
EQUIPMENT
(a) For purposes of this contract, "manufactured in the United States" means
the item is produced or manufactured in the United States, and substantially
all of the components are produced or manufactured in the United States.
Substantially all of the components shall be considered to be produced or
manufactured in the United States if the aggregate cost of the components
produced or manufactured in the United States exceeds the aggregate cost of
the components produced or manufactured outside the United States.
(b) In accordance with the provisions of Section 1424 of the National Defense
Authorization Act for Fiscal Year 1991 (P.L. 101-510), as amended by Section
1015 of the National Defense Authorization Act for Fiscal Years 1992 and 1993
(P.L. 102-190), Section 9093 of the Department of Defense Appropriation Act,
1993 (P.L. 102-396) and Section 1022 of the National Defense Authorization Act
for Fiscal Year 1993, (P.L. 102-484) the Contractor shall ensure that all
equipment items selected as components for the ships' propulsion systems,
bridge and machinery control systems, and interior communications systems, and
auxiliary equipment, including pumps for all shipboard services, are
manufactured in the United States.
(c) The Contractor agrees to retain until the expiration of three (3) years
from the date of final payment under this contract and make available during
such period, upon request of the Contracting Officer, records showing
compliance with this clause.
(d) The Contractor agrees to insert this clause, including this paragraph
(d), in every subcontract, purchase order and option agreement issued in
performance of this contract.
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PART II - CONTRACT CLAUSES
SECTION I-1 - FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)
This contract incorporates the following 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.
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.202-1 DEFINITIONS (SEP 1991)
52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984)
52.203-3 GRATUITIES (APR 1984)
52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
(JUL 1985)
52.203-7 ANTI-KICKBACK PROCEDURES (OCT 1988)
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
(SEP 1990)
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS (JAN 1990)
52.203-13 PROCUREMENT INTEGRITY--SERVICE CONTRACTING (SEP 1990)
52.208-1 REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS
(APR 1984)
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING
WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR
DEBARMENT (JUN 1991)
52.210-5 NEW MATERIAL (APR 1984)
52.210-7 USED OR RECONDITIONED MATERIAL, RESIDUAL INVENTORY, AND
FORMER GOVERNMENT SURPLUS PROPERTY (APR 1984)
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FAR
SOURCE TITLE AND DATE
- ------ --------------
52.212-8 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP 1990)
52.212-13 STOP-WORK ORDER (AUG 1989)
52-212-15 GOVERNMENT DELAY OF WORK (APR 1984)
52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (APR 1984)
52.215-2 AUDIT--NEGOTIATION (DEC 1989)
52.215-21 CHANGES OR ADDITIONS TO MAKE-OR-BUY PROGRAM (APR 1984)
52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (JAN
1991)
52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING
DATA--MODIFICATIONS (DEC 1991)
52.215-24 SUBCONTRACTOR COST OR PRICING DATA (DEC 1991)
52.215-25 SUBCONTRACTOR COST OR PRICING DATA--MODIFICATIONS (DEC
1991)
52.215-26 INTEGRITY OF UNIT PRICES (APR 1991)
52.215-27 TERMINATION OF DEFINED BENEFIT PENSION PLANS (SEP 1989)
52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY (SEP 1987)
(Applies if the Contractor does not propose facilities
capital cost of money it its offer.)
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<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.215-33 ORDER OF PRECEDENCE (JAN 1986)
52.215-39 REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT
BENEFITS OTHER THAN PENSIONS (PRB) (JUL 1991)
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL
DISADVANTAGED BUSINESS CONCERNS (FEB 1990) (Applies except
as otherwise prescribed in FAR 19.708(a).)
52.219-9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
SUBCONTRACTING PLAN (JAN 1991)
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<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.219-13 UTILIZATION OF WOMEN-OWNED SHALL BUSINESSES (AUG 1986)
52.219-14 LIMITATION ON SUBCONTRACTING (JAN 1991)
52.219-16 LIQUIDATED DAMAGES--SMALL BUSINESS SUBCONTRACTING PLAN
(AUG 1989)
52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984)
52.220-4 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APR 1984)
52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)
52.222-3 CONVICT LABOR (APR 1984)
52.222-18 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF
UNION DUES OR FEES (MAY 1992)
52.222-20 WALSH-HEALEY PUBLIC CONTRACTS ACT (APR 1984)
52.222-26 EQUAL OPPORTUNITY (APR 1984)
52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS (APR
1984) (As used in the foregoing clause, the term
"Contracting Officer" shall be deemed to mean the
"Administrative Contracting Officer (ACO)".)
52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
VETERANS (APR 1984)
52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)
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FAR
SOURCE TITLE AND DATE
- ------ --------------
52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS
AND VETERANS OF THE VIETNAM ERA (JAN 1988)
(Applies in addition to the FAR 52.222-35 clause.)
52.223-2 CLEAN AIR AND WATER (APR 1984)
52.223-6 DRUG-FREE WORKPLACE (JUL 1990)
52.225-10 DUTY-FREE ENTRY (APR 1984)
52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992)
52.226-1 UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED
ECONOMIC ENTERPRISES (AUG 1991) (Applies in addition
to the FAR 52.219-9 clause.)
52.227-1 AUTHORIZATION AND CONSENT (APR 1984) (Applies
except as otherwise prescribed in FAR 27.201-2(a).)
52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT (APR 1984)
52.227-12 PATENT RIGHTS - RETENTION BY THE CONTRACTOR (LONG FORM)
52.229-3 FEDERAL, STATE, AND LOCAL TAXES (JAN 1991)
52.229-5 TAXES--CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO
RICO (APR 1984)
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FAR
SOURCE TITLE AND DATE
- ------ --------------
52.230-3 COST ACCOUNTING STANDARDS (SEP 1987) (Applies except as
otherwise prescribed in FAR 30.201-1 and
30.201-2.)
52.230-4 ADMINISTRATION OF COST ACCOUNTING STANDARDS (SEP 1987)
52.230-5 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES
(SEP 1987) (Applies except as otherwise prescribed in FAR
30.201-2.)
52.232-1 PAYMENTS (APR 1984)
52.232-8 DISCOUNTS FOR PROMPT PAYMENT (APR 1989)
52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)
52.232-11 EXTRAS (APR 1984)
52.232-16 PROGRESS PAYMENTS (JUL 1991)
52.232-16 PROGRESS PAYMENTS (JUL 1991) AND ALTERNATE I (AUG 1984)
and Alt I
52.232-17 INTEREST (JAN 1991)
52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986) AND ALTERNATE I (APR 1984)
and Alt I
52.232-25 PROMPT PAYMENT (APR 1989)
52-232-28 ELECTRONIC FUNDS TRANSFER PAYMENT METHOD (APRIL 1989)
52.233-1 DISPUTES (DEC 1991) AND ALTERNATE I (DEC 1991)
and Alt I
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<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.233-3 PROTEST AFTER AWARD (AUG 1989)
52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)
52.242-12 REPORT OF SHIPMENT (REPSHIP) (DEC 1989) (Applies if
carload or truckload shipments under this contract will
be made to DoD activities.)
52.242-13 BANKRUPTCY (APR 1991)
52.243-1 CHANGES--FIXED PRICE (AUG 1987) AND ALTERNATE II
and Alt II (APR 1984)
52.243-6 CHANGE ORDER ACCOUNTING (APR 1984)
52.244-1 SUBCONTRACTS (FIXED-PRICE CONTRACTS) (APR 1991)
52.244-5 COMPETITION IN SUBCONTRACTING (APR 1984)
52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEC 1989) (The
language "special tooling accountable to the contract is
subject to the provisions of the special tooling clause and
not the provisions of the Government Property (Fixed-Price
Contracts) clause" in paragraph 52.245-2(c) is waived for a
period of one year beginning October 1991 or until the FAR
changed, whichever occurs first.)
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<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)
and Alt I (DEC 1989) AND ALTERNATE I (APR 1984) (The
language "special tooling accountable to the
contract is subject to the provisions of the
special tooling clause and not the provisions of
the Government Property (Fixed-Price Contracts)
clause" in paragraph 52.245-2(c) is waived for a
period of one year beginning October 1991 or
until the FAR is changed, whichever occurs
first.)
52.246-2 INSPECTION OF SUPPLIES--FIXED PRICE (JUL
and ALT I 1985) and ALTERNATE I (JUL 1985)
52.246-4 INSPECTION OF SERVICES--FIXED PRICE (FEB 1992)
52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)
52.246-24 LIMITATION OF LIABILITY--HIGH VALUE ITEMS (APR 1984)
52.246-25 LIMITATION OF LIABILITY--SERVICES (APR 1984)
52.247-34 F.O.B. DESTINATION (NOV 1991)
52.247-48 F.O.B. DESTINATION--EVIDENCE OF SHIPMENT (APR 1984)
52.247-52 CLEARANCE AND DOCUMENTATION REQUIREMENTS--
SHIPMENTS TO DOD AIR OR WATER TERMINAL
TRANSSHIPMENT POINTS (APR 1984)
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<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.247-54 DIVERSION OF SHIPMENT UNDER F.O.B. DESTINATION CONTRACTS
(MAR 1989)
52.247-58 LOADING, BLOCKING AND BRACING OF FREIGHT CAR SHIPMENTS
(APR 1984)
52.248-1 VALUE ENGINEERING (MAR 1989)
52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED PRICE)
(APR 1984)
52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)
52.253-1 COMPUTER GENERATED FORMS (JAN 1991)
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<PAGE>
II. DOD FAR SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES:
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- -------------- --------------
252.203-7000 STATUTORY PROHIBITIONS ON COMPENSATION TO FORMER DEPARTMENT
OF DEFENSE EMPLOYEES (DEC 1991)
252.203-7001 SPECIAL PROHIBITION ON EMPLOYMENT (DEC 1991)
252.203-7002 DISPLAY OF DOD HOTLINE POSTER (DEC 1991)
252.203-7003 PROHIBITION AGAINST RETALIATORY PERSONNEL ACTIONS (APR
1992)
252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)
252.205-7000 PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS
(DEC 1991)
252.209-7000 ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE
INSPECTIONS UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES
(INF) TREATY (DEC 1991)
252.210-7003 ACQUISITION STREAMLINING (DEC 1991)
252.215-7000 PRICING ADJUSTMENTS (DEC 1991)
252.215-7001 AVAILABILITY OF CONTRACTOR RECORDS (DEC 1991)
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<PAGE>
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- -------------- --------------
252.215-7003 INDUSTRIAL MODERNIZATION INCENTIVE PROGRAM (DEC 1991)
252.219-7003 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
SUBCONTRACTING PLAN (DoD CONTRACTS) (DEC 1991) (Applies
in addition to the FAR 52.219-9 clause.)
252.223-7001 SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES (DEC 1991)
252.223-7003 CHANGE IN PLACE SAFETY PRECAUTIONS FOR AMMUNITION AND
EXPLOSIVES (DEC 1991)
252.225-7001 BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (DEC 1991)
(Applies except as otherwise prescribed in DFARS 225.1 and
225.3.)
252.225-7002 QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (DEC 1991)
252.225-7009 DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS AND
SUPPLIES (DEC 1991)
252.225-7010 DUTY-FREE ENTRY-ADDITIONAL PROVISIONS (DEC 1991) (Applies
in addition to the FAR 52.225-10 clause.)
252.225-7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (DEC 1991)
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<PAGE>
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- -------------- --------------
252.225-7014 PREFERENCE FOR DOMESTIC SPECIALTY METALS (DEC 1991)
and Alt I AND ALTERNATE I
252.225-7015 PREFERENCE FOR DOMESTIC HAND OR MEASURING TOOLS (DEC 1991)
252.225-7017 PREFERENCE FOR UNITED STATES AND CANADIAN VALVES AND
MACHINE TOOLS (APR 1992)
252.225-7019 RESTRICTION ON THE ACQUISITION OF FOREIGN ANCHOR AND
MOORING CHAIN (DEC 1991)
252.225-7022 RESTRICTION ON ACQUISITION OF POLYACRYLONITRILE (PAN)
BASED CARBON FIBER (DEC 1991)
252.225-7023 RESTRICTION ON ACQUISITION OF CARBONYL IRON POWDERS (APR
1992)
252.225-7025 FOREIGN SOURCE RESTRICTIONS (DEC 1991)
(Applies except as otherwise prescribed in DFARS 225.7105.)
252.225-7026 REPORTING OF OVERSEAS SUBCONTRACTS (DEC 1991)
252.225-7028 EXCLUSIONARY POLICIES AND PRACTICES OF FOREIGN GOVERNMENTS
(DEC 1991)
252.225-7029 RESTRICTION ON THE ACQUISITION OF AIR CIRCUIT BREAKERS
(DEC 1991)
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<PAGE>
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- -------------- --------------
252.227-7013 RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE (OCT 1988)
252.227-7018 RESTRICTIVE MARKINGS ON TECHNICAL DATA (OCT 1988)
252.227-7029 IDENTIFICATION OF TECHNICAL DATA (APR 1988)
252.227-7030 TECHNICAL DATA--WITHHOLDING OF PAYMENT (OCT 1988)
252.227-7031 DATA REQUIREMENTS (OCT 1988)
252.227-7036 CERTIFICATION OF TECHNICAL DATA CONFORMITY (MAY 1987)
252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (APR
1988)
252.231-7000 SUPPLEMENTAL COST PRINCIPLES (DEC 1991)
252.231-7001 PENALTIES FOR UNALLOWABLE COSTS (DEC 1991)
252.232-7004 DOD PROGRESS PAYMENTS RATES (DEC 1991)
252.232-7006 REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING
OF FRAUD (JAN 1992)
252.233-7000 CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR
RELIEF (DEC 1991)
252.234-7001 COST/SCHEDULE CONTROL SYSTEMS (DEC 1991)
252.242-7000 POSTAWARD CONFERENCE (DEC 1991)
252.242-7003 APPLICATION FOR U.S. GOVERNMENT SHIPPING
DOCUMENTATION/INSTRUCTIONS (DEC 1991) (Applies in addition
to the FAR 52.242-10 clause.)
252.242-7004 MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM (DEC 1991)
252.243-7001 PRICING OF CONTRACT MODIFICATIONS (DEC 1991)
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<PAGE>
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- -------------- --------------
252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT (DEC 1991)
252.246-7001 WARRANTY OF DATA (DEC 1991)
252.249-7001 NOTIFICATION OF SUBSTANTIAL IMPACT ON EMPLOYMENT (DEC 1991)
252.270-7000 RECOVERY OF NONRECURRING COSTS AND ROYALTY FEES ON
COMMERCIAL SALES (DEC 1991) (Applies if this is an RDT&E
or production contract of $1,000,000 or more.)
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SECTION I-2 ADDITIONAL CONTRACT CLAUSES
FAR 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT
INTEGRITY--MODIFICATION (NOV 1990)
(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
-----------
incorporated in this clause.
(b) The Contractor agrees that it will execute the certification set forth in
paragraph (c) of this clause when requested by the Contracting Officer in
connection with the execution of any modification of this contract.
(c) Certification. As required in paragraph (b) of this clause, the officer
-------------
or employee responsible for the modification proposal shall execute the
following certification:
CERTIFICATE OF PROCUREMENT INTEGRITY--MODIFICATION (NOV 1990)
- --------------------------------------------------------------
(1) I, (Name of certifier), am the
-------------------------------
officer or employee responsible for the preparation of this modification
proposal and hereby certify that, to the best of my knowledge and belief, with
the exception of any information described in this certification, I have no
information concerning a violation or possible violation of subsection 27(a),
(b), (d), or (f) of the Office of Federal Procurement Policy Act, as amended*
(41 U.S.C. 423), (hereinafter referred to as "the Act"), as implemented in the
FAR, occurring during the conduct of this procurement
------------------------
(Contract and modification number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further certify
that to the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of (Name of Offeror)
--------------------------
who has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar with, and
will comply with, the requirements of subsection 27(a) of the Act, as
implemented in the FAR, and will report immediately to me any information
concerning a violation or possible violation of subsections 27(a), (b), (d),
or (f) of the Act, as implemented in the FAR, pertaining to this procurement.
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(3) Violations or possible violations: (Continue on plain bond paper if
--------------------------------
necessary and label Certificate of Procurement Integrity--Modification
- ----------------------------------------------------------------------
(Continuation Sheet), ENTER NONE IF NONE EXISTS)
- --------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signature of the officer or employee responsible for the modification proposal
and date)
- --------------------------------------------------------------------------------
(Typed name of the officer or employee responsible for the modification
proposal)
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.
(End of certification)
(d) In making the certification in paragraph (2) of the certificate, the
officer or employee of the competing Contractor responsible for the offer or
bid, may rely upon a one-time certification from each individual required to
submit a certification to the competing Contractor, supplemented by periodic
training. These certifications shall be obtained at the earliest possible date
after an individual required to certify begins employment or association with
the contractor. If a contractor decides to rely on a certification executed
prior to the suspension of section 27 (i.e., prior to December 1, 1989), the
Contractor shall ensure that an individual who has so certified is notified that
section 27 has been reinstated. These certifications shall be maintained by the
Contractor for a period of 6 years from the date a certifying employee's
employment with, the company ends or, for an agency, representative, or
consultant, 6 years from the date such individual ceases to act on behalf of the
contractor.
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(e) The certification required by paragraph (c) of this clause is a material
representation of fact upon which reliance will be placed in executing this
modification.
*Subsections 27(a), (b), and (c) are effective on December 1, 1990.
Subsection 27(f) is effective on June 1, 1991.
FAR 52.212-9 VARIATION IN QUANTITY (APR 1984)
(a) A variation in the quantity of any item called for by this contract will
not be accepted unless the variation has been caused by conditions of loading,
shipping, or packing, or allowances in manufacturing processes, and then only to
the extent, if any, specified in paragraph (b) below.
(b) The permissible variation shall be limited to:
Zero percent increase
----
Zero percent decrease
----
This increase or decrease shall apply to Zero.
----
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FAR 52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (FI) (APR 1984) (DEVIATION
89-915 - 29 JUN 1989)
(Applicable to Item 0003, and if the options are exercised, Items 0103, 0203,
0303 and 0403)
(a) General. The supplies or services identified in Sections B and C are
-------
subject to price revision in accordance with the provisions of this clause;
provided, that in no event shall the total final price of such items exceed the
- --------
total ceiling price as set forth in Section B of the contract. Any supplies or
services which are to be ordered separately under, or otherwise added to, this
contract, and which are to be subject to price revision in accordance with the
provisions of this clause, shall be identified as such in a modification to this
contract.
(b) Definition of Cost. For the purposes of this contract, "cost" or "costs"
------------------
means allowable cost in accordance with Part 31 of the Federal Acquisition
Regulation (FAR) and Part 231 of the Department of Defense FAR Supplement
(DFARS) as in effect on the date of this contract.
(c) Submission of Data. Within ( ) days after the end of
------------------ --------- -
the month in which the Contractor has delivered the last unit of supplies and
completed the services called for by those items referred to in paragraph (a)
above, the Contractor shall submit, on Standard Form (SF) 1411 or other form as
the Contracting Officer may require, (i) a detailed statement of all costs
incurred up to the end of that month in performing all work under such items,
(ii) an estimate of costs of such further performance, if any, as may be
necessary to complete performance of all work with respect to such items, and
(iii) a list identifying to the extent practicable residual inventory and the
estimated value thereof. The detailed statement of all costs incurred shall be
decreased by the net increase in compensation adjustments established in
accordance with the "COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)" clause or
shall be increased by the net decrease in such compensation adjustments, as the
case may be.
(d) Price Revision. Upon submission of the data required by paragraph (c)
--------------
above, the Contractor and the Contracting Officer shall promptly establish the
total final price in accordance with the following:
(1) On the basis of the information required by paragraph (c) above,
together with any other pertinent information, there shall be established by
negotiation the total final cost incurred or to be incurred for the supplies
delivered (or services performed) and accepted by the Government, which are
subject to
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price revision under this clause. The total final negotiated cost so
established shall include costs incurred or to be incurred for all supplies
delivered (or services performed) and accepted by the Government which are
subject to price revision, notwithstanding any provisions contained in the
specifications or other documents incorporated in this contract by reference or
in the Schedule or Contract Clauses hereof designating services to be performed
or materials to be furnished by the Contractor at his expense, or without cost
to the Government, or with costs to be borne by the Contractor; provided,
---------
however, that after the total final price has been established in accordance
- -------
with this clause, such services shall be performed and such materials shall be
furnished at no increase in said total final price. The amounts determined in
accordance with the following contract provisions shall not be considered costs
incurred or to be incurred for the purpose of negotiating the total final cost
or establishing the total final price in accordance with this clause.
(i) The "COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)" clause.
(ii) Any other provision of this contract which provides for an amount
to be reimbursed or paid to the Contractor by the Government or to be refunded
or paid by the Contractor to the Government, other than through an adjustment of
the contract price, including the following:
(A) Paragraphs (b), (c), and (e) of the clause of this contract
entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS".
(B) The clause of this contract entitled "ADDITIONAL INSURANCE
PROVISIONS".
(C) The clause of this contract entitled "Indemnification under
Public Law 85-804 (FAR 52.250-1)" [If authorized for and incorporated into this
contract].
(D) **
(2) The total final price shall be established by adjusting the total
final negotiated cost by an amount for profit or loss determined as follows:
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WHEN THE TOTAL FINAL THE AMOUNT FOR PROFIT
NEGOTIATED COST IS: OR LOSS IS:
Equal to the total target cost------Total target profit.
Greater than the total target cost--Total target profit less _______
_____________________ percent of the amount by which the total final
negotiated cost exceeds the total target cost.
Less than the total target cost-----Total target profit plus _________
_______________________ percent of the amount by which the total final
negotiated cost is less than the total target cost.
(3) The total final price of the items referred to in paragraph (a)
above shall be evidenced by a modification to this contract signed by the
Contractor and the Contracting Officer. Such price shall not be subject to
revision notwithstanding any changes in the cost of performing the contract,
with the following exceptions:
(i) insofar as the parties may agree in writing, prior to the
determination of the total final price, (A) to exclude any specific elements of
cost from the total final price and (B) to a procedure to provide subsequent
disposition of such elements; and
(ii) to the extent any adjustment or credit is explicitly permitted or
required by this or any other clause of this contract.
(e) Subcontracts. No subcontract placed under this contract shall provide
------------
for payment on a cost-plus-a-percentage-of-cost basis.
(f) Disagreements. If the Contractor and the Contracting Officer fail to
-------------
agree upon the total final price within sixty (60) days after the date on which
the data required by (c) above are to be submitted, or within such further time
as may be specified by the Contracting Officer, such failure to agree shall be
deemed to be a dispute within the meaning of the "DISPUTES" clause of this
contract and the Contracting Officer shall promptly issue a decision thereunder.
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(g) Termination. If this contract is terminated prior to establishment of
-----------
the total final price, prices of supplies or services subject to price revision
under this clause shall be established pursuant to this clause for (i) completed
supplies accepted by the Government and services performed and accepted by the
Government, and (ii) in the event of a partial termination, supplies and
services which are not terminated. The termination shall be otherwise
accomplished pursuant to other applicable clauses of this contract.
(h) Equitable Adjustment Under Other Clauses. If an equitable adjustment in
----------------------------------------
the contract price is made under any other clause of this contract before the
total final price is established, the adjustment shall be made in the total
target cost and may be made in the ceiling price, the total target profit or
both. If such an adjustment is made after the total final price is established,
adjustment shall be made only in the total final price.
(i) Exclusion From Target Price and Total Final Price. Whenever any clause
-------------------------------------------------
of this contract provides that the contract price does not or will not include
an amount for a specific purpose, such provision shall-mean that neither any
target price nor the total final price includes or will include any amount for
such purpose.
(j) Separate Reimbursement. The cost of performance of an obligation that
----------------------
any clause of this contract expressly provides is at Government expense shall
not be included in any target price or in the total final price, but shall be
reimbursed separately.
(k) Taxes. As used in the "FEDERAL, STATE, AND LOCAL TAXES" clause of this
-----
contract or any other clause of this contract that provides for certain taxes or
duties to be included in, or excluded from, the contract price, the term
"contract price" includes the total target price, or if it has been established,
the total final price. When a provision in such clause requires that the
contract price be increased or decreased as a result of changes in the
obligation of the Contractor to pay or bear the burden of certain taxes or
duties, such increase or decrease shall be made in the total target price and,
in the same amount, the ceiling price or, if it has been established, in the
total final price, so as not to affect the Contractor's profit or loss on this
contract.
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FAR 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 promptly, within ten (10) 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;
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(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 promptly and copies furnished to the
Contractor and to the Contracting Officer. The Contracting Officer shall
promptly countermand any action which exceeds the authority of the SAR.
(d) Government response. The Contracting Officer shall promptly, within ten
-------------------
(10) 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
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(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.
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FAR 52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (FT) (DEC 1989)
(DEVIATION 89-915 - 29 JUN 1989)
(a) Government-Furnished Property. The Government shall deliver to the
-----------------------------
Contractor, for use in connection with and under the terms of this contract,
the property described as Government-furnished property in Attachment J-2,
together with such related data and information as the Contractor may request
and as may reasonably be required for the intended use of such property
(hereinafter referred to as "Government-furnished property"). The delivery or
performance dates for the supplies or services to be furnished by the
Contractor under this contract are based upon the expectation that Government-
furnished property suitable for use (except for such property furnished "as
is") will be delivered to the Contractor at the times stated in the Schedule
or, if not so stated, in sufficient time to enable the Contractor to meet such
delivery or performance dates. In the event that Government-furnished property
is not delivered to the Contractor by such time or times, the Contracting
Officer shall, upon timely written request made by the Contractor, make a
determination of the delay, if any, occasioned the Contractor thereby, and
shall equitably adjust the delivery or performance dates or the contract
price, or both, and any other contractual requirement affected by any such
delay, in accordance with the procedures provided for in the clause of this
contract entitled "CHANGES". Except for Government-furnished property
furnished "as is," in the event the Government-furnished property is received
by the Contractor in a condition not suitable for the intended use the
Contractor shall, upon receipt thereof, notify the Contracting Officer of such
fact and, as directed by the Contracting Officer, either (i) return such
property at the Goverrment's expense or otherwise dispose of the property, or
(ii) effect repairs or modifications. Upon the completion of (i) or (ii)
above, the Contracting Officer upon written request of the Contractor shall
equitably adjust the delivery or performance dates or the contract price, or
both, and any other contractual requirement affected by the rejection or
disposition, or the repair or modification, in accordance with the procedures
provided for in the clause of this contract entitled "CHANGES". The foregoing
provisions for adjustment are exclusive and the Government shall not be liable
to suit for breach of contract by reason of any delay in delivery of
Government-furnished property or delivery of such property in a condition not
suitable for its intended use.
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(b) Changes in Government-furnished Property.
----------------------------------------
(1) By notice in writing, the Contracting Officer may (i) decrease
the property provided or to be provided by the Government under this contract,
or (ii) substitute other Government owned property for property to be provided
by the Government, or to be acquired by the Contractor for the Government,
under this contract. The Contractor shall promptly take such action as the
Contracting Officer may direct with respect to the removal and shipping of
property covered by such notice.
(2) In the event of any decrease in or substitution of property
pursuant to subparagraph (1) above, or any withdrawal of authority to use
property provided under any other contract or lease, which property the
Government had agreed in the Schedule to make available for the performance of
this contract, the Contracting Officer, upon the written request of the
Contractor (or, if the substitution of property causes a decrease in the cost
of performance, on his own initiative), shall equitably adjust such
contractual requirements as may be affected by the decrease, substitution, or
withdrawal, in accordance with the procedures provided for in the "CHANGES"
clause of this contract.
(c) Title. Title to all property furnished by the Government shall remain in
-----
the Government. In order to define the obligations of the parties under this
clause, title to each item of facilities, special test equipment, and special
tooling (other than that subject to a "Special Tooling" clause) acquired by
the Contractor for the Government pursuant to this contract shall pass to and
vest in the Government when its use in the performance of this contract
commences, or upon payment therefor by the Government, whichever is earlier
whether or not title previously vested. All Government-furnished property,
together with all property acquired by the Contractor title to which vests in
the Government under this paragraph, is subject to the requirements of this
clause and is hereinafter collectively referred to as "Government property."
Title to Government property shall not be affected by the incorporation or
attachment thereof to any property not owned by the Government, nor shall such
Government property, or any part thereof, be or become a fixture or lose its
identity as personalty by reason of affixation to any realty.
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(d) Property Administration. The Contractor shall Comply with the provisions
-----------------------
of Part 45 Defense Federal Acquisition Regulations (DFAR), as in effect on the
date of the contract, which is hereby incorporated by reference and made a
part of this contract. Material to be furnished by the Government shall be
ordered or returned by the Contractor, when required, in accordance with the
"Manual for Military Standard Requisitioning and Issue Procedure (MILSTRIP)
for Defense Contractors" (Appendix H, DFAR) as in effect on the date of this
contract, which Manual is hereby incorporated by reference and made part of
this contract.
(e) Use of Government Property. The Government property shall, unless
--------------------------
otherwise provided herein or approved by the Contracting Officer, be used only
for the performance of this contract.
(f) Utilization, Maintenance and Repair of Government Property. The
----------------------------------------------------------
Contractor shall maintain and administer, in accordance with sound industrial
practice, and in accordance with applicable provisions of Appendix B, a
program for the utilization, maintenance, repair, protection, and preservation
of Government property until disposed of by the Contractor in accordance with
this clause. In the event that any damage occurs to Government property the
risk of which has been assumed by the Government under this contract, the
Government shall replace such items or the Contractor shall make such repair
of the property as the Government directs; provided, however, that if the
Contractor cannot effect such repair within the same time required, the
Contractor shall dispose of such property in the manner directed by the
Contracting Officer. The contract price includes no compensation to the
Contractor for the performance of any repair or replacement for which the
Government is responsible, and an equitable adjustment will be made in any
contractual requirements affected by such repair or replacement of Government
property made at the direction of the Government, in accordance with the
procedures provided for in the "CHANGES" clause of this contract. Any repair
or replacement for which the contractor is responsible under the provisions of
this contract shall be accomplished by the Contractor at his own expense.
(g) Risk of Loss. Unless otherwise provided in this contract, the Contractor
------------
assumes the risk of, and shall be responsible for, any loss or damage to
Government property provided under this contract upon its delivery to him or
upon passage of title thereto to the Government as provided in paragraph (c)
hereof, except for reasonable wear and tear and except to the extent that such
property is consumed in the performance of this contract.
(h) Access. The Government, and any persons designated by it, shall at all
------
reasonable times have access to the promises wherein any Government property
is located, for the purpose of inspecting the Government property.
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(i) Final Accounting and Disposition of Government Property. Upon the
-------------------------------------------------------
completion of this contract, or at such earlier dates as may be fixed by the
Contracting Officer, the Contractor shall submit, in a form acceptable to the
Contracting Officer, inventory schedules covering all items of Government
property not consumed in the performance of this contract (including any
resulting scrap) or not theretofore delivered to the Government, and shall
prepare for shipment, deliver f.o.b. origin, or dispose of the Government
property, as may be directed or authorized by the Contracting Officer. The net
proceeds of any such disposal shall be credited to the contract price or shall
be paid in such other manner as the Contracting Officer may direct.
(j) Restoration of Contractor's Premises and Abandonment. Unless otherwise
----------------------------------------------------
provided herein, the Government:
(i) may abandon any Government property in place, and thereupon all
obligations of the Government regarding such abandoned property shall cease;
(ii) has no obligation to the Contractor with regard to restoration
or rehabilitation of the Contractor's premises, neither in case of abandonment
(paragraph (j)(i) above), disposition on completion of need or of the
contract (paragraph (i) above), nor otherwise, except for restoration or
rehabilitation costs which are properly included in an equitable adjustment
under paragraph (b) above.
(k) Communications. All communications issued pursuant to this clause shall
--------------
be in writing or in accordance with the "Manual for Military Standard
Requisitioning and Issue Procedure (MILSTRIP) for Defense Contractors"
(Appendix H, DFAR).
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FAR 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT
(GOVERNMENT SPECIFICATION) (APR 1984)
(a) Definition. "Contract date," as used in this clause, means the date set
----------
for bid opening or, if this is a negotiated contract or a modification, the
effective date of this contract or modification.
(b) The Contractor shall comply with the specification titled MIL-I-45208A,
------------
in effect on the contract date, which is hereby incorporated into this contract.
FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (FT) (APR 1984) (DEVIATION
89-915 - 29 JUN 1989)
Modify the clause as follows:
(a) Wherever the word `supplies' is used, it shall include `vessels'.
(b) At the end of paragraph (b), add the following:
`In addition to its other remedies, the Government may, with respect to
work terminated as permitted in this clause, proceed with the
completion of the vessels and supplies at such plant or plants,
including that of the Contractor, as may be designated by the
Contracting Officer. If the vessels are to be completed at the
Contractor's plant, the Government may use all tools, machinery,
facilities and equipment of the Contractor determined by the
Contracting Officer to be necessary for that purpose. If the cost to
the Government of the vessels and supplies therefor so procured or
completed (after adjusting such cost to exclude the effect of changes
in the plans and specifications made subsequent to the date of
termination) exceeds the price fixed for such vessels and supplies
under this contract (after adjusting such price on account of changes
in the plans and specifications made prior to the date of termination)
the Contractor, or its surety, if any, shall be liable for such excess.'
(c) In the first sentence of paragraph (c), after the word `costs', insert
the phrase `or other damages'.
(d) In the first sentence of paragraph (d), after the word `title', insert
the phrase `(insofar as not previously transferred)'."
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FAR SUPP 252.216-7000 ECONOMIC PRICE ADJUSTMENT--BASIC STEEL, ALUMINUM, BRASS,
BRONZE, OR COPPER MILL PRODUCTS (DEC 1991)
(a) Definitions.
As used in this clause,
"Established price" means a price which--
(1) Is an established catalog or market price for a commercial item
sold in substantial quantities to the general public; and
(2) Meets the criteria of FAR 15.804-3.
"Unit price" excludes any part of the price which reflects requirements
for preservation, packaging, and packing beyond standard commercial practice.
(b) The Contractor warrants that the unit price stated for
----------------
is not in excess of the Contractor's established price in effect on the date
set for opening of bids (or the contract date if this is a negotiated
contract) for like quantities of the same item. This price is the net price
after applying any applicable standard trade discounts offered by the
Contractor from its catalog, list, or schedule price.
(c) The Contractor shall promptly notify the Contracting Officer of the
amount and effective date of each decrease in any established price.
(1) Each corresponding contract unit price shall be decreased by the
same percentage that the established price is decreased.
(2) This decrease shall apply to items delivered on or after the
effective date of the decrease in the Contractor's established price.
(3) This contract shall be modified accordingly.
(4) The Contractor shall certify on each invoice that each unit price
stated reflects all decreases required by this clause, or shall certify on the
final invoice that all price decreases required by this clause have been
applied as required.
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(d) If the Contractor's established price is increased after the date set for
opening of bids (or the contract date if this is a negotiated contract), upon
the Contractor's written request to Contracting Officer, the corresponding
contract unit price shall be increased by the same percentage that the
established price is increased, and the contract shall be modified accordingly,
provided--
(1) The aggregate of the increases in any contract unit price under
this contract shall not exceed ten percent of the original contract unit
price;
(2) The increased contract unit price shall be effective on the
effective date of the increase in the applicable established price if the
Contractor's written request is received by the Contracting Officer within ten
days of the change. If it is not, the effective date of the increased unit
price shall be the date of receipt of the request by the Contracting Officer;
and
(3) The increased contract unit price shall not apply to quantities
scheduled for delivery before the effective date of the increased contract unit
price unless the Contractor's failure to deliver before that date results from
causes beyond the control and without the fault or negligence of the Contractor,
within the meaning of the Default clause of this contract.
(4) The Contracting Officer shall not execute a modification
incorporating an increase in a contract unit price under this clause until the
increase is verified.
(e) within 30 days after receipt of the Contractor's written request, the
Contracting Officer may cancel, without liability to either party, any portion
of the contract affected by the requested increase and not delivered at the time
of such cancellation, except as follows:
(1) The Contractor may after that time deliver any items which the
Contractor certifies, by notice received by the Contracting Officer within ten
days after the Contractor receives the cancellation notice, were completed or in
the process of manufacture at the time of receipt of the cancellation notice.
(2) The Government shall pay for those items so delivered at the
contract unit price increased to the extent provided by paragraph (d) of this
clause.
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(3) Any standard steel supply item shall be deemed to be in the process
of manufacture when the steel for that item is in any state of processing after
the beginning of the furnace melt.
(f) Pending any cancellation of this contract under paragraph (e) of this
clause, or if there is no cancellation, the Contractor shall continue
deliveries according to the delivery schedule of the contract. The Contractor
shall be paid for those deliveries at the contract unit price increased to the
extent provided by paragraph (d) of this clause.
FAR SUPP 252.223-7004 DRUG-FREE WORKFORCE (SEP 1988)
(a) Definitions.
(1) "Employee in a sensitive position," as used in this clause, means
an employee who has been granted access to classified
information; or employees in other positions that the Contractor
determines involve national security, health or safety, or
functions other than the foregoing requiring a high degree of
trust and confidence.
(2) "Illegal drugs," as used in this clause, means controlled
substances included in Schedules I and II, as defined by section
802(6) of Title 21 of the United States Code, the possession of
which is unlawful under Chapter 13 of that Title. The term
"illegal drugs" does not mean the use of a controlled substance
pursuant to a valid prescription or other uses authorized by law.
(b) The Contractor agrees to institute and maintain a program for achieving
the objective of a drug-free work force. While this clause defines criteria for
such a program, contractors are encouraged to implement alternative approaches
comparable to the criteria in paragraph (c) that are designed to achieve the
objectives of this clause.
(c) Contractor programs shall include the following, or appropriate
alternatives:
(1) Employee assistance programs emphasizing high level direction,
education, counseling, rehabilitation, and coordination with
available community resources;
(2) Supervisory training to assist in identifying and addressing
illegal drug use by Contractor employees;
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(3) Provision for self-referrals as well as supervisory referrals to
treatment with maximum respect for individual confidentiality
consistent with safety and security issues;
(4) Provision for identifying illegal drug users, including testing on a
controlled and carefully monitored basis. Employee drug testing programs
shall be established taking account of the following:
(i) The Contractor shall establish a program that provides for testing for
the use of illegal drugs by employees in sensitive positions. The
extent of and criteria for such testing shall be determined by the
Contractor based on considerations that include the nature of the
work being performed under the contract, the employee's duties, the
efficient use of Contractor resources, and the risks to health,
safety, or national security that could result from the failure of
an employee adequately to discharge his or her position.
(ii) In addition, the Contractor may establish a program for employee drug
testing--
(A) When there is a reasonable suspicion that an employee uses illegal
drugs; or
(B) When an employee has been involved in an accident or unsafe
practice,
(C) As part of or as a follow-up to counseling or rehabilitation for
illegal drug use;
(D) As part of a voluntary employee drug testing program.
(iii) The Contractor may establish a program to test applicants for
employment for illegal drug use.
(iv) For the purpose of administering this clause, testing for illegal
drugs may be limited to those substances for which testing is
prescribed by section 2.1 of Subpart B of the "Mandatory Guidelines
for Federal Workplace Drug Testing Programs" (53 FR 11980 (April 11,
1988)), issued by the Department of Health and Human Services.
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(d) Contractors shall adopt appropriate personnel procedures to deal with
employees who are found to be using drugs illegally. Contractors shall not
allow any employee to remain on duty or perform in a sensitive position who is
found to use illegal drugs until such time as the Contractor, in accordance with
procedures established by the Contractor, determines that the employee may
perform in such a position.
(e) The provisions of this clause pertaining to drug testing program shall
not apply to the extent they are inconsistent with state or local law, or with
an existing collective bargaining agreement; provided that with respect to the
latter, the Contractor agrees that those issues that are in conflict will be a
subject of negotiation at the next collective bargaining session.
FAR SUPP 252.225-7031 SECONDARY ARAB BOYCOTT OF ISRAEL (JUN
1992)
(a) Definitions.
As used in this clause--
"Foreign person" means any person other than a United States person as
defined in Section 16(2) of the Export Administration Act of 1979 (50 U.S.C.
App. Sec 2415).
"United States person" is defined in Section 16(2) of the Export
Administration Act of 1979 and means any United States resident or national
(other than an individual resident outside the United States and employed by
other than a United States person), any domestic concern (including any
permanent domestic establishment of any foreign concern), and any foreign
subsidiary or affiliate (including any permanent foreign establishment) of any
domestic concern which is controlled in fact by such domestic concern, as
determined under regulations of the President.
(b) Certification.
By submitting this offer, the Offeror, if a foreign person, company or
entity, certifies that it--
(1) Does not comply with the secondary Arab boycott of Israel; and
(2) Is not taking or knowingly agreeing to take any action, with
respect to the secondary boycott of Israel by Arab countries, with 50 U.S.C.
App. Sec 2407(a) prohibits a United States person from taking.
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NAPS 5252.243-9001 REQUIREMENTS FOR ADEQUATE SUPPORTING DATA AND CERTIFICATION
OF ANY CLAIM, REQUEST FOR EQUITABLE ADJUSTMENT, OR DEMAND FOR PAYMENT (NOV 1991)
(a) This contract is subject to 10 U.S.C. 2405; therefore, no price
adjustment will be made under this contract for an amount set forth in a claim,
request for equitable adjustment, or demand for payment (or incurred due to the
preparation, submission, or adjudication of any such claim, request, or demand)
arising out of events occurring more than 18 months before the submission of the
claim, request, or demand.
(b) A claim, request for equitable adjustment, or demand for payment is
considered to be submitted on the date the contractor's submission is received
by the contracting officer accompanied by adequate supporting data for the
claim, request or demand, and the certification required by Section 6(c)(1) of
the Contract Disputes Act, if the claim, request or demand is over $50,000.
(c) Adequate supporting data includes data which is adequate to apprise the
contracting officer of the underlying facts and the theory upon which the
contractor relies in support of its entitlement to a price adjustment. Adequate
supporting data is that data which fulfills these purposes in accordance with
the requirements of the Contract Disputes Act. A submission containing the
following information will be deemed to have been submitted with adequate
supporting data:
(1) A narrative statement of the nature of the event(s), the time when the
event(s) occurred (including the factual basis supporting the contractor's
designation of the time the event(s) occurred), and the causal relationship
between the event(s) and the impact on the cost of performance of the contract,
including a description of how the event(s) affected scheduled performance;
(2) A description of the relevant effort the contractor was
required to perform in the absence of the event(s);
(3) A description of the relevant effort the contractor was
actually required or will be required to perform;
(4) A description of components, equipment, and other
property involved;
(5) A cost breakdown of the additional effort by element in accordance
with the contractor's normal procedures for pricing of changes;
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(6) A description of all property which will no longer be needed by the
contractor;
(7) A description of any delay caused by the event(s);
(8) A description of any disruption caused by the event(s).
(d) Certification of the claim, request for equitable
adjustment, or demand for payment is required if the requested price adjustment
is over $50,000. The certification requirements are those set forth in the CDA
and implementing regulations.
(e) For the purpose of this clause, the following terms have the meanings set
forth below.
(1) "Claim" means a written demand or written assertion by the contractor
seeking, as a matter of right, a price adjustment under the contract. The
theory upon which the contractor seeks the price adjustment does not determine
whether a particular matter is a claim. The term includes a submission
asserting any theory supporting a pride adjustment, including but not limited to
constructive change, breach of contract or mistake, which, if valid, would
result in contractor entitlement to a price adjustment. A voucher, invoice or
other routine request for payment that is not in dispute when submitted is not a
claim. A claim does not include a request for equitable adjustment or demand
for payment, as defined below.
(2) "Demand for payment" means a written demand for payment, the granting
of which results in a price adjustment under the contract. A demand for
payment does not include a routine request for payment in accordance with the
payment terms of the contract.
(3) "Events" means the Government action(s), Government inactions,
Government conduct, or occurrence(s) which give rise to the contractor's
claim, request for equitable adjustment, or demand for payment. The term
events does not require the incurrence of costs and/or performance of
additional work resulting from the action(s), inaction(s), conduct or
occurrence(s) except where a contractor's commencement of the correction of
defective GFI/GFP constitutes the final occurrence. For the purpose of this
subpart, the date of the final Government action, Government inaction,
Government conduct or occurrence is the date on which the 18 month period
commences.
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(4) "Know or should have known" includes the totality of the combined
actual and constructive knowledge of all agents or employees (including a
subcontractor, its agents and employees, where and to the extent a
subcontractor is involved).
(5) "Price adjustment" means an increase in the fixed price, target price,
ceiling price, or final price of a fixed price type contract, or an increase in
the fee structure of a cost reimbursement type contract, or monetary damages or
other payment resulting from a contractor claim, request for equitable
adjustment, or demand for payment. An adjustment to the sharing ratio or to any
other pricing formula, procedure or provision, which has the effect of
increasing the fixed price, target price, ceiling price, final price, or fee of
the contract, is a price adjustment. A schedule adjustment, whether requested
as part of a submission seeking a price adjustment or as the sole relief, or an
adjustment for any matter which, pursuant to the terms of the contract is
separate from or not included in the fixed price contract or the fee structure
of a cost reimbursement contract, is not a price adjustment. The bilateral
definitization of a maximum-price modification within the maximum price is not a
price adjustment. A routine invoice or other request for payment or
reimbursement in accordance with the terms of the contract, even if in dispute,
which, if paid, would not result in an increase in the price of the contract is
not a price adjustment. For the purpose of this subpart, relief granted
pursuant to a request for extraordinary contractual relief under Public Law
85-804 does not constitute a price adjustment.
(6) "Request for equitable adjustment" means a written request for a price
adjustment under the contract.
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FAR SUPP 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA (DEC 1991)
(a) Definitions. As used in this clause--
(1) "Components" means articles, materials, and supplies incorporated
directly into end products at any level of manufacture, fabrication or assembly
by the Contractor or any subcontractor.
(2) "Department of Defense" (DoD) means the Army, Navy, Air Force,
Marine Corps, and defense agencies.
(3) "Foreign flag vessel" means any vessel that is not a U.S.-flag
vessel.
(4) "Ocean transportation" means any transportation aboard a ship,
vessel, boat, barge, or ferry through international waters.
(5) "Subcontractor" means a supplier, materialman, distributor, or
vendor at any level below the prime contractor whose contractual obligation to
perform results from, or is conditioned upon, award of the prime contract and
who is performing any part of the work or other requirement of the prime
contract.
(6) "Supplies" means all property, except land and interests in land,
that is clearly identifiable for eventual use by or owned by the DoD at the
time of transportation by sea.
(i) An item is clearly identifiable for eventual use by the DoD
if, for example, the contract documentation contains a reference to a DoD
contract number or a military destination.
(ii) "Supplies" includes (but is not limited to) public works,
buildings and facilities; ships; floating equipment and vessels of every
character, type, and description, with parts, subassemblies, accessories, and
equipment; machine tools, material; equipment; stores of all kinds; end items;
construction materials; and the components of the foregoing.
(7) "U.S.-flag vessel" means a vessel of the United States or
belonging to the United States, including any vessel registered or having
national status under the laws of the United States.
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(b) The Contractor shall employ U.S.-flag vessels in the transportation by
sea of any supplies to be furnished in the performance of this contract. The
Contractor and its subcontractors may request that the Contracting Officer
authorize shipment in foreign-flag vessels, or designate available U.S.-flag
vessels, if the Contractor or a subcontractor believes that--
(1) U.S.-flag vessels are not available for timely shipment;
(2) The freight charges are excessive or unreasonable; or
(3) Freight charges are higher than charges to private persons for
transportation of like goods.
(c) The Contractor must submit any request for use of other than U.S.-flag
vessels in writing to the Contracting Officer at least 45 days prior to the
sailing date necessary to meet its delivery schedule. The Contracting Officer
will process requests submitted after such date(s) as expeditiously as possible,
but the Contracting Officer's failure to grant approvals to meet the shipper's
sailing date will not of itself constitute a compensable delay under this or any
other clause of this contract. Requests shall contain a minimum--
(1) Type, weight, and cube of cargo;
(2) Required shipping date;
(3) Special handling and discharge requirements;
(4) Loading and discharge points;
(5) Name of shipper and consignee;
(6) Prime contract number; and
(7) A documented description of efforts made to secure
U.S.-flag vessels, including points of contact (with names and telephone
numbers) with at least two (2) U.S.-flag carriers contacted. Copies of
telephone notes, telegraphic and facsimile messages or letters will be
sufficient for this purpose.
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(d) The Contractor shall, within thirty (30) days after shipment covered by
this clause, provide the Contracting Officer and the Division of National Cargo,
Office of Market Development, Maritime Administration, U.S. Department of
Transportation, Washington, DC 20590, one copy of the rated on board vessel
operating carrier's ocean bill of lading, which shall contain the following
information--
(1) Prime contract number;
(2) Name of vessel;
(3) Vessel flag of registry;
(4) Date of loading;
(5) Port of loading;
(6) Port of final discharge;
(7) Description of commodity;
(8) Gross weight in pounds and cubic feet if available;
(9) Total ocean freight in U.S. dollars; and
(10) Name of the steamship company.
(e) The Contractor agrees to provide with its final invoice under this
contract a representation that to the best of its knowledge and belief--
(1) No ocean transportation was used in the performance of this
contract;
(2) Ocean transportation was used and only U.S.-flag vessels were used
for all ocean shipments under this contract;
(3) Ocean transportation was used, and the Contractor had the written
consent of the Contracting Officer for all non-U.S.-flag ocean transportation;
or
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(4) Ocean transportation was used and some or all of the shipments were
made on non-U.S.-flag vessels without the written consent of the Contracting
Officer. The Contractor shall describe these shipments in the following form:
ITEM CONTRACT
DESCRIPTION LINE ITEMS QUANTITY
Total
(f) If the final invoice does not include the required representation, the
Government will reject and return it to the Contractor as an improper invoice
for the purposes of the Prompt Payment clause of this contract. In the event
there has been unauthorized use of non-U.S.-flag vessels in the performance of
this contract, the Contracting Officer is entitled to equitably adjust the
contract, based on the unauthorized use.
(g) The Contractor shall include this clause, including this paragraph (g),
in all subcontracts under this contract, which exceed the small purchase
limitation of section 13.000 of the Federal Acquisition Regulation.
FAR SUPP 252.247-7024 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (DEC
1991)
(a) The Contractor has indicated by the response to the solicitation
provision, Representation of Extent of Transportation by Sea, that it did not
anticipate transporting by sea any supplies. If, however, after the award of
this contract, the Contractor learns that supplies, as defined in the
Transportation of Supplies by Sea clause of this contract, will be transported
by sea, the Contractor--
(1) Shall notify the Contracting Officer of that fact; and
(2) Hereby agrees to comply with all the terms and
conditions of the Transportation of Supplies by Sea clause of this contract.
(b) The Contractor shall include this clause, including this paragraph (b),
revised as necessary to reflect the relationship of the contracting parties, in
all subcontracts hereunder.
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SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
This Solicitation consists of the following Parts and the attachments described
in Paragraph J-1 hereof:
I. The Schedule
II. Contract Clauses
III. List of Documents, Exhibits and Other Attachments
IV. Representations and Instructions
J The attachments forming a part of this Solicitation are as follows:
A FINANCIAL ACCOUNTING DATA SHEET (TO BE PROVIDED AT CONTRACT
AWARD)
J-01 CIRCULAR REQUIREMENTS
J-02 SCHEDULES A AND C
J-03 STANDARDIZATION REQUIREMENTS
J-04 ILS REQUIREMENTS
J-05 DATA REQUIREMENTS LIST
J-06 PROGRAM MANAGEMENT REQUIREMENTS
J-07 PTD REQUIREMENTS
J-08 TECHNICAL MANUAL REQUIREMENTS
J-09 DATA MANAGEMENT REQUIREMENTS
J-10 CONFIGURATION MANAGEMENT REQUIREMENTS
J-11 CERTIFICATION OF NO LIENS (EXHIBIT I)
AND CERTIFICATE OF DELIVERY AND ACCEPTANCE
J-12 SHIP TEST PROGRAM REQUIREMENTS
J-13 NOT USED
J-14 DISCLOSURE OF LOBBYING ACTIVITIES, STANDARD FORM LLL
J-15 REQUEST FOR ASSIGNMENT OF A COMMERCIAL AND GOVERNMENT
ENTITY (CAGE) CODE - 2 PAGES
J-16 OVERHEAD ESTIMATION DATA FORM DATED 1/87
J-17 FORMS 4280/2 AND 4280/2A
J-18 PRICING FORM FOR CONSTRUCTION SHIPS AND TECHNICAL MANUALS
J-19 CONTRACTOR COST DATA REPORTING (CCDR) PLAN
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PART IV - REPRESENTATIONS AND INSTRUCTIONS
SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS
OF OFFERORS
FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (JUN 1988)
This solicitation incorporates one or more solicitation provisions 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.
SECTION K-1 - PROVISIONS INCORPORATED BY REFERENCE
<TABLE>
<CAPTION>
Provision No. Title and Date
- ------------- --------------
<S> <C>
FAR CERTIFICATION AND DISCLOSURE REGARDING
52.203-11 PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (APR
1991)
FAR ORGANIZATIONAL CONFLICTS OF INTEREST
52.209-7 CERTIFICATE--MARKETING CONSULTANTS (NOV 1991)
FAR CERTIFICATION OF NONSEGREGATED FACILITIES
52-222-21 (APR 1984)
FAR RECOVERED MATERIAL CERTIFICATION (APR 1984)
52.223-4
FAR CERTIFICATION REGARDING A DRUG-FREE WORKPLACE
52.223-5 (JUL 1990)
DFARS REQUIREMENT FOR TECHNICAL DATA REPRESENTATION
252.227-7028 (OCT 1988)
</TABLE>
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SECTION K-2 - ADDITIONAL SOLICITATION PROVISIONS
FAR 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)
(a) The offeror certifies that--
(1) The prices in this offer have been arrived at independently,
without, for the purpose of restricting competition, any consultation,
communication, or agreement with any other offeror or competitor relating to
(i) those prices, (ii) the intention to submit an offer, or (iii) the methods
or factors used to calculate the prices offered;
(2) The prices in this offer have not been and will not be knowingly
disclosed by the offeror, directly or indirectly, to any other offeror or
competitor before bid opening (in the case of a sealed bid solicitation) or
contract award (in the case of a negotiated solicitation) unless otherwise
required by law; and
(3) No attempt has been made or will be made by the offeror to induce
any other concern to submit or not to submit an offer for the purpose of
restricting competition.
(b) Each signature on the offer is considered to be a certification by the
signatory that the signatory--
(1) Is the person in the offeror's organization responsible for
determining the prices being offered in this bid or proposal, and that the
signatory has not participated and will not participate in any action contrary
to subparagraphs (a)(1) through (a)(3) above; or
(2) (i) Has been authorized, in writing, to act as agent for the
following principals in certifying that those principals have not
participated, and will not participate in any action contrary to subparagraphs
(a)(1) through (a)(3) above
- ------------------------------------------------------------------------
(insert full name of person(s) in the offeror's organization
- ------------------------------------------------------------------------
responsible for determining the prices offered in this bid or
- ------------------------------------------------------------------------
proposal, and the title of his or her position in the offeror's
- ------------------------------------------------------------------------
organization);
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(ii) As an authorized agent, does certify that the principals named in
subdivision (b)(2)(i) above have not participated, and will not participate,
in any action contrary to subparagraphs (a)(1) through (a)(3) above; and
(iii) As an agent, has not personally participated, and will not
participate, in any action contrary to subparagraphs (a)(1) through (a)(3)
above.
(c) If the offeror deletes or modifies subparagraph (a)(2) above, the
offeror must furnish with its offer a signed statement setting forth in detail
the circumstances of the disclosure.
FAR 52.203-4 CONTINGENT FEE REPRESENTATION AND AGREEMENT (APR 1984)
(a) Representation. The offeror represents that, except for full-time bona
--------------
fide employees working solely for the offeror, the offeror--
(Note: The offeror must check the appropriate boxes. For interpretation of the
representation, including the term "bona fide employee," see subpart 3.4 of the
Federal Acquisition Regulation.)
(1) [ ] has, [ ] has not employed or retained any person or company to
solicit or obtain this contract; and
(2) [ ] has, [ ] has not paid or agreed to pay to any person or company
employed or retained to solicit or obtain this contract any commission,
percentage, brokerage, or other fee contingent upon or resulting from the award
of this contract.
(b) Agreement. The offeror agrees to provide information relating to the
---------
above Representation as requested by the Contracting Officer and, when
subparagraph (a)(1) or (a)(2) is answered affirmatively, to promptly submit to
the Contracting Officer--
(1) A completed Standard Form 119, Statement of Contingent or Other
Fees, (SF 119); or
(2) A signed statement indicating that the SF 119 was previously
submitted to the same contracting office, including the date and applicable
solicitation or contract number, and representing that the prior SF 119
applies to this offer or quotation.
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FAR 52.203-8 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY (NOV 1990)
AND ALTERNATE I (SEP 1990)
(a) Definitions. The definitions at FAR 3.104-4 are hereby incorporated in
-----------
this provision.
(b) Certifications. As required in paragraph (c) of this provision, the
--------------
officer or employee responsible for this offer shall execute the following
certification:
CERTIFICATE OF PROCUREMENT INTEGRITY
(1) I,___________________________________ (Name of Certifier), am the
officer or employee responsible for the preparation of this offer and hereby
certify that, to the best of my knowledge and belief, with the exception of
any information described in this certificate, I have no information
concerning a violation or possible violation of subsection 27(a), (b), (d), or
(f) of the Office of Federal Procurement Policy Act, as amended* (41 U.S.C.
423), (hereinafter referred to as "the Act"), as implemented in the FAR,
occurring during the conduct of this procurement__________________________
(solicitation number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further
certify that, to the best of my knowledge and belief, each officer, employee,
agent, representative, and consultant of___________________________________
(Name of Offeror) who has participated personally and substantially in the
preparation or submission of this offer has certified that he or she is
familiar with, and will comply with, the requirements of subsection 27(a) of
the Act, as implemented in the FAR, and will report immediately to me any
information concerning a violation or possible violation of subsections 27(a),
(b), (d), or (f) of the Act, as implemented in the FAR, pertaining to this
procurement.
(3) Violations or possible violations: (Continue on plain bond paper
-----------------------------
if necessary and label Certificate of Procurement Integrity (Continuation
- -------------------------------------------------------------------------
Sheet), ENTER NONE IF NONE EXIST)
- ------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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(4) I agree that, if awarded a contract under this solicitation, the
certifications required by subsection 27(e)(1)(B) of the Act shall be
maintained in accordance with paragraph (f) of this provision.
- --------------------------------------------------------------------------------
(Signature of the officer or employee responsible for the offer and date)
- --------------------------------------------------------------------------------
(Typed name of the officer or employee responsible for the offer)
*Subsections 27(a), (b), and (d) are effective on December 1, 1990.
Subsection 27(f) is effective on June 1, 1991.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.
(End of certification)
(c) For procurements, including contract modifications, in excess of $100,000
made using procedures other than sealed bidding, the signed certifications shall
be submitted by the successful Offeror to the Contracting Officer within the
time period specified by the Contracting Officer when requesting the
certificates except as provided in subparagraphs (c)(1) through (c)(5) of this
clause. In no event shall the certificate be submitted subsequent to award of a
contract or execution of a contract modification:
(1) For letter contracts, other unpriced contracts, or unpriced
contract modifications, whether or not the unpriced contract or modification
contains a maximum or not to exceed price, the signed certifications shall be
submitted prior to the award of a letter contract, unpriced contract, or
unpriced contract modification, and prior to the definitization of the letter
contract or the establishment of the price of the unpriced contract or
unpriced contract modification. The second certification shall apply only to
the period between award of the letter and execution of the document
definitizing the letter contract, or award of the unpriced contract or
unpriced contract modification and execution of the document establishing the
definitive price of such unpriced contract or unpriced contract modification.
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(2) For basic ordering agreements, prior to the execution of a priced
order; prior to the execution of an unpriced order, whether or not the
unpriced order contains a maximum or not to exceed price; and, prior to
establishing the price of an unpriced order. The second certificate to be
submitted for unpriced orders shall apply only to the period between award of
the unpriced order and execution of the document establishing the definitive
price for such order.
(3) A certificate is not required for indefinite delivery contracts
(see Subpart 16.5) unless the total estimated value of all orders eventually
to be placed under the contract is expected to exceed $100,000.
(4) For contracts and contract modifications which include options, a
certificate is required when the aggregate value of the contract or contract
modification and all options (see 3.104-4(e)) exceeds $100,000.
(5) For purposes of contracts entered into under section 8(a) of the
SBA, the business entity with whom the SBA contracts, and not the SBA, shall
be required to comply with the certification requirements of subsection 27(e).
The SBA shall obtain the signed certificate from the business entity and
forward the certificate to the Contracting Officer prior to the award of a
contract to the SBA.
(6) Failure of an Offeror to submit the signed certificate within the
time prescribed by the Contracting Officer shall cause the offer to be
rejected.
(d) Pursuant to FAR 3.104-9(d), the Offeror may be requested to execute
additional certifications at the request of the Government. Failure of an
Offeror to submit the additional certifications shall cause its offer to be
rejected.
(e) A certification containing a disclosure of a violation or possible
violation will not necessarily result in the withholding of award under this
solicitation. However, the Government, after evaluation of the disclosure, may
cancel this procurement or take any other appropriate actions in the interests
of the Government, such as disqualification of the Offeror.
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(f) In making the certification in paragraph (2) of the certificate, the
officer or employee of the competing contractor responsible for the offer may
rely upon a one-time certification from each individual required to submit a
certification to the competing contractor, supplemented by periodic training.
These certifications shall be obtained at the earliest possible date after an
individual required to certify begins employment or association with the
contractor. If a contractor decides to rely on a certification executed prior
to the suspension of section 27 (i.e., prior to December 1, 1989), the
Contractor shall ensure that an individual who has so certified is notified that
section 27 has been reinstated. These certifications shall be maintained by the
Contractor for 6 years from the date a certifying employee's employment with the
company ends or, for an agent, representative, or consultant, 6 years from the
date such individual ceases to act on behalf of the Contractor.
(g) Certifications under paragraphs (b) and (d) of this provision are
material representations of fact upon which reliance will be placed in awarding
a contract.
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FAR 52.208-2 JEWEL BEARINGS AND RELATED ITEMS CERTIFICATE (APR 1984)
(a) This is to certify that--
(1) Jewel Bearings and/or related items, as defined in the Required
Sources for Jewel Bearings and Related Items clause, will be incorporated into
one or more items/will not be incorporated into any item (delete one) covered
by this offer;
(2) Any jewel bearings required (or an equal quantity of the same type,
size and tolerances) will be ordered from the William Langer Plant, Rolla,
North Dakota 58367, as provided in the Required Sources for Jewel Bearings and
Related Items clause; and
(3) Any related items required (or an equal quantity of the same type,
size and tolerances) will be acquired from domestic manufacturers, including
the Plant, if the items can be obtained from those sources.
(b) Attached to this certificate are estimates of the quantity, type and size
(including tolerances) of the jewel bearings and related items required, and
identification of the components, subassemblies, or parts that require jewel
bearings or related items.
Date of Execution __________________________________________________
Solicitation No. ___________________________________________________
Name _______________________________________________________________
Title ______________________________________________________________
Firm _______________________________________________________________
Address ____________________________________________________________
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FAR 52.209-5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT,
AND OTHER RESPONSIBILITY MATTERS (MAY 1989)
(a)(1) The Offeror certifies, to the best of its knowledge and belief, that--
(i) The offeror and/or any of its Principals--
(A) Are [ ] are not [ ] presently debarred, suspended, proposed for
debarment, or declared ineligible for the award of contracts by any
Federal agency;
(B) Have [ ] have not [ ], within a three-year period preceding this
offer, been convicted of or had a civil judgment rendered against them
for: commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (Federal, state,
or local) contract or subcontract; violation of Federal or state antitrust
statutes relating to the submission of offers; or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property; and
(C) Are [ ] are not [ ] presently indicted for, or otherwise
criminally or civilly charged by a governmental entity with, commission of
any of the offenses enumerated in subdivision (a)(1)(i)(B) of this
provision.
(ii) The Offeror has [ ] has not [ ], within a three-year period
preceding this offer, had one or more contracts terminated for default by any
Federal agency.
(2) "Principals," for the purposes of this certification, means officers;
directors; owners; partners; and, persons having primary management or
supervisory responsibilities within a business entity (e.g., general manager;
plant manager; head of a subsidiary, division, or business segment, and
similar positions).
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED
STATES CODE.
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(b) The Offeror shall provide immediate written notice to the Contracting
Officer if, at any time prior to contract award, the Offeror learns that its
certification was erroneous when submitted or has become erroneous by reason of
changed circumstances.
(c) A certification that any of the items in paragraph (a) of this provision
exists will not necessarily result in withholding of an award under this
solicitation. However, the certification will be considered in connection with
a determination of the Offeror's responsibility. Failure of the Offeror to
furnish a certification or provide such additional information as requested by
the Contracting Officer may render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good faith, the
certification required by paragraph (a) of this provision. The knowledge and
information of an Offeror is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
(e) The certification in paragraph (a) of this provision is a material
representation of fact upon which reliance was placed when making award. If it
is later determined that the Offeror knowingly rendered an erroneous
certification, in addition to other remedies available to the Government, the
Contracting Officer may terminate the contract resulting from this solicitation
for default.
FAR 52.215-6 TYPE OF BUSINESS ORGANIZATION (JUL 1987)
The offeror or quoter, by checking the applicable box, represents that-
(a) It operates as [ ] a corporation incorporated under the laws of the State
of ________________________, [ ] an individual, [ ] a partnership, [ ] a
nonprofit organization, or [ ] a joint venture; or
(b) If the offeror or quoter is a foreign entity, it operates as [ ] an
individual, [ ] a partnership, [ ] a nonprofit organization, or [ ] a joint
venture, or [ ] a corporation registered for business in
________________________ (Country).
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FAR 52.215-11 AUTHORIZED NEGOTIATORS (APR 1984)
The offeror or quoter represents that the following persons are authorized to
negotiate on its behalf with the Government in connection with this request for
proposals or quotations: (list names, titles, and telephone number of the
authorized negotiators).
Name ________________________________________________________________
Title _______________________________________________________________
Telephone ___________________________________________________________
FAR 52.215-20 PLACE OF PERFORMANCE (APR 1984)
(a) The offeror or quoter, in the performance of any contract resulting from
this solicitation [ ] intends, [ ] does not intend (check applicable block) to
use one or more plants or facilities located at a different address from the
address of the offeror or quoter as indicated in this proposal or quotation.
(b) If the offeror or quoter checks "intends" in paragraph (a) above, it
shall insert in the spaces provided below the required information:
Place of Performance (Street Name and Address of Owner
Address, City, County, State, and Operator of the Plant
Zip Code) or Facility if Other than
Offeror or Quoter
----------------------------- -------------------------
----------------------------- -------------------------
----------------------------- -------------------------
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<PAGE>
FAR 52.219-1 SMALL BUSINESS CONCERN REPRESENTATION (JAN 1991)
(a) Representation. The offeror represents and certifies as part of its offer
--------------
that it [ ] is, [ ] is not a small business concern and that [ ] all, [ ] not
all end items to be furnished will be manufactured or produced by a small
business concern in the United States, its territories or possessions, Puerto
Rico, or the Trust Territory of the Pacific Islands .
(b) Definition.
----------
"Small business concern," as used in this provision, means a concern,
including its affiliates, that is independently owned and operated, not dominant
in the field of operation in which it is bidding on Government contracts, and
qualified as a small business under the criteria and size standards in this
solicitation.
(c) Notice. Under 15 U.S.C. 645(d), any person who misrepresents a firm's
------
status as a small business concern in order to obtain a contract to be awarded
under the preference programs established pursuant to sections 8(a), 8(d), 9, or
15 of the Small Business Act or any other provision of Federal law that
specifically references section 8(d) for a definition of program eligibility,
shall--
(1) Be punished by imposition of a fine, imprisonment, or both;
(2) Be subject to administrative remedies, including suspension and
debarment; and
(3) Be ineligible for participation in programs conducted under the
authority of the Act.
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FAR 52.219-3 WOMEN-OWNED SMALL BUSINESS REPRESENTATION (APR 1984)
(a) Representation. The offeror represents that it [ ] is, is [ ] not a
--------------
women-owned small business concern.
(b) Definitions.
-----------
"Small business concern," as used in this provision, means a concern,
including its affiliates, that is independently owned and operated, not
dominant in the field of operation in which it is bidding on Government
contracts, and qualified as a small business under the criteria and size
standards in 13 CFR 121.
"Women-owned," as used in this provision, means a small business that is
at least 51 percent owned by a woman or women who are U.S. citizens and who
also control and operate the business.
FAR 52.220-1 PREFERENCE FOR LABOR SURPLUS AREA CONCERNS (APR 1984)
(a) This acquisition is not a set aside for labor surplus area (LSA)
concerns. However, the offeror's status as such a concern may affect (1)
entitlement to award in case of tie offers or (2) offer evaluation in accordance
with the Buy American Act clause of this solicitation. In order to determine
whether the offeror is entitled to a preference under (1) or (2) above, the
offeror must identify, below, the LSA in which the costs to be incurred on
account of manufacturing or production (by the offeror or the first-tier
subcontractors) amount to more than 50 percent of the contract price.
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(b) Failure to identify the locations as specified above will preclude
consideration of the offeror as an LSA concern. If the offeror is awarded a
contract as an LSA concern and would not have otherwise qualified for award, the
offeror shall perform the contract or cause the contract to be performed in
accordance with the obligations of an LSA concern.
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<PAGE>
FAR 52.222-19 WALSH-HEALEY PUBLIC CONTRACTS ACT REPRESENTATION (APR 1984)
The offeror represents as a part of this offer that the offeror is [ ] or is not
[ ] a regular dealer in, or is [ ] or is not [ ] a manufacturer of, the supplies
offered.
FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 1984)
The offeror represents that--
(a) It [ ] has, [ ] has not, participated in a previous contract or
subcontract subject either to the Equal Opportunity clause of this solicitation,
the clause originally contained in Section 301 of Executive Order No. 10925, or
the clause contained in Section 201 of Executive Order No. 11114;
(b) It [ ] has, [ ] has not, filed all required compliance reports; and
(c) Representations indicating submission of required compliance reports,
signed by proposed subcontractors, will be obtained before subcontract awards.
FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)
The offeror represents that (a) it [ ] has developed and has on file, [ ] has
not developed and does not have on file, at each establishment, affirmative
action programs required by the rules and regulations of the Secretary of Labor
(41 CFR 60-1 and 60-2), or (b) it [ ] has not previously had contracts subject
to the written affirmative action programs requirement of the rules and
regulations of the Secretary of Labor.
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FAR 52.223-1 CLEAN AIR AND WATER CERTIFICATION (APR 1984)
The Offeror certifies that--
(a) Any facility to be used in the performance of this proposed contract is
[ ], is not [ ] listed on the Environmental Protection Agency (EPA) List of
Violating Facilities;
(b) The Offeror will immediately notify the Contracting Officer, before
award, of the receipt of any communication from the Administrator, or a
designee, of the EPA, indicating that any facility that the Offeror proposes to
use for the performance of the contract is under consideration to be listed on
the EPA List of Violating Facilities; and
(c) The Offeror will include a certification substantially the same as this
certification, including this paragraph (c), in every nonexempt subcontract.
167
<PAGE>
FAR 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (NATIONAL
DEFENSE) (SEP 1987)
NOTE: This notice does not apply to small businesses or foreign
governments.
This notice is in four parts, identified by Roman numerals I through IV.
Offerors shall examine each part and provide the requested information in
order to determine Cost Accounting Standards (CAS) requirements applicable to
any resultant contract.
1. DISCLOSURE STATEMENT-COST ACCOUNTING PRACTICES AND CERTIFICATION
(a) Any contract in excess of $100,000 resulting from this solicitation,
except contracts in which the price negotiated is based on (1) established
catalog or market prices of commercial items sold in substantial quantities to
the general public, or (2) prices set by law or regulation, will be subject to
the requirements of Federal Acquisition Regulation (FAR) Subparts 30.3 and 30.4,
except for those contracts which are exempt as specified in FAR 30.201-1.
(b) Any offeror submitting a proposal which, if accepted, will result in a
contract subject to the requirements of FAR Subparts 30.3 and 30.4 must, as a
condition of contracting, submit a Disclosure Statement as required by FAR
30.202. The Disclosure Statement must be submitted as a part of the offeror's
proposal under this solicitation unless the offeror has already submitted a
Disclosure Statement disclosing the practices used in connection with the
pricing of this proposal. If an applicable Disclosure Statement has already
been submitted, the offeror may satisfy the requirement for submission by
providing the information requested in paragraph (c) of Part I of this
provision.
CAUTION: A practice disclosed in a Disclosure Statement shall not, by virtue of
such disclosure, be deemed to be a proper, approved, or agreed-to practice for
pricing proposals or accumulating and reporting contract performance cost data.
(c) Check the appropriate box below.
[ ] (1) Certificate of Concurrent Submission of Disclosure Statement.
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<PAGE>
The Offeror hereby certifies that, as a part of the offer, copies of the
Disclosure Statement have been submitted as follows (i) original and one copy to
the cognizant Administrative Contracting Officer (ACO), and (ii) one copy to the
cognizant contract auditor.
(Disclosure must be on Form No. CASB DS-1. Forms may be obtained from the
cognizant ACO.)
Date of Disclosure Statement: ___________________________________________
Name and Address of Cognizant ACO where filed:
________________________________________________________________________
The offeror further certifies that practices used in estimating costs in pricing
this proposal are consistent with the cost accounting practices disclosed in the
Disclosure Statement.
[ ] (2) Certificate of Previously Submitted of Disclosure Statement.
The offeror hereby certifies that Disclosure Statement was filed as follows:
Date of Disclosure Statement: __________________________________________
Name and Address of Cognizant ACO where filed:
_________________________________________________________________________
The offeror further certifies that the practices used in estimating costs in
pricing this proposal are consistent with the cost accounting practices
disclosed in the applicable disclosure statement.
[ ] (3) Certificate of Monetary Exemption.
The offeror hereby certifies that the offeror, together with all divisions,
subsidiaries, and affiliates under common control, did not receive net awards of
negotiated national defense prime contracts and subcontracts subject to CAS
totaling more than $10
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<PAGE>
million in the cost accounting period immediately preceding the period in which
this proposal was submitted. The offeror further certifies that if such status
changes before an award resulting from this proposal the offeror will advise the
Contracting Officer immediately.
[ ] (4) Certificate of Interim Exemption.
The offeror hereby certifies that (i) the offeror first exceeded the monetary
exemption for disclosure, as defined in (3) above, in the cost accounting period
immediately preceding the period in which this offer was submitted and (ii) in
accordance FAR 30.202-1, the offeror is not yet required to submit a Disclosure
Statement. The offeror further certifies that if an award resulting from this
proposal has not been made within 90 days after the end of that period, the
offeror will immediately submit a revised certificate to the Contracting
Officer, in the form specified under subparagraphs (c)(1) or (c)(2) of Part I of
this provision, as appropriate, to verify submission of a completed Disclosure
Statement.
CAUTION: Offerors currently required to disclose because they were awarded a
CAS-covered national defense prime contract or subcontract of $10 million or
more in the current cost accounting period may not claim this exemption (4).
Further, the exemption applies only in connection with proposals submitted
before expiration of the 90-day period following the cost accounting period in
which the monetary exemption was exceeded.
II. COST ACCOUNTING STANDARDS-EXEMPTION FOR CONTRACTS OF $500,000 OR LESS
If this proposal is expected to result in the award of a contract of $500,000 or
less, the offeror shall indicate whether the exemption below is claimed.
Failure to check the box below shall mean that the resultant contract is subject
to CAS requirements or that the offeror elects to comply with such requirements.
[ ] The offeror hereby claims an exemption from the CAS requirements under
the provisions of Federal Acquisition Regulation (FAR) 30.201-1(b)(7) and
certifies that notification of final acceptance of all deliverable items has
been received on all prime contracts or subcontracts containing the Cost
Accounting Standards clause or the Disclosure and Consistency of Cost Accounting
Practices clause. The offeror further certifies that the Contracting Officer
will be immediately notified in
170
<PAGE>
writing when an award of any other contract or subcontract containing Cost
Accounting Standards clauses is received by the offeror subsequent to this
certificate but before the date of any award resulting from this proposal.
III. COST ACCOUNTING STANDARDS-ELIGIBILITY FOR MODIFIED CONTRACT COVERAGE
If the offeror is eligible to use the modified provisions of Federal Acquisition
Regulation (FAR) 30.201-2(b) and elects to do so, the offeror shall indicate by
checking the box below. Checking the box below shall mean that the resultant
contract is subject to the Disclosure and Consistency of Cost Accounting
Practices clause in lieu of the Cost Accounting Standards clause.
[ ] The offeror hereby claims an exemption from the Cost Accounting
Standards clause under the provisions of FAR 30.201-2(b) and certifies that
the offeror is eligible for use of the Disclosure and Consistency of Cost
Accounting Practices clause because (i) during the cost accounting period
immediately preceding the period in which this proposal was submitted, the
offeror received less than $10 million in awards of CAS-covered national
defense prime contracts and subcontracts, and (ii) the sum of such awards
equaled less than 10 percent of total sales during that cost accounting
period. The offeror further certifies that if such status changes before an
award resulting from this proposal, the offeror will advise the Contracting
Officer immediately.
CAUTION: An offeror may not claim the above eligibility for modified contract
coverage if this proposal is expected to result in the award of a national
defense contract of $10 million or more or if, during its current cost
accounting period, the offeror has been awarded a single CAS-covered national
defense prime contract or subcontract of $10 million or more.
IV. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING CONTRACTS
The offeror shall indicate below whether award of the contemplated contract
would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards
clause, require a change in established cost accounting practices affecting
existing contracts and subcontracts.
[ ] Yes [ ] No
Note: If the offeror has checked "yes" above and is awarded the contemplated
contract, the offeror will be required to comply with the requirements of
subparagraph (a)(1) and paragraphs (b) and (c) of the Administration of Cost
Accounting Standards
171
<PAGE>
clause.
FAR SUPP 252.209-7001 DISCLOSURE OF OWNERSHIP OR CONTROL BY A FOREIGN
GOVERNMENT THAT SUPPORTS TERRORISM (DEC 1991)
(a) Definitions.
(1) "Significant interest," as used in this provision, means--
(i) Ownership of or beneficial interest in five percent or more
of the firm's or subsidiary's securities. Beneficial interest includes holding
five percent or more of any class of the firm's securities in "nominee
shares", "street names", or some other method of holding securities that does
not disclose the beneficial owner;
(ii) Holding a management position in the firm, such as director or
officer;
(iii) Ability to control or influence the election, appointment, or
tenure of directors or officers of the firm;
(iv) ownership of ten percent or more of the assets of a firm such
as equipment, buildings, real estate, or other tangible assets of the firm; or
(v) Holding 50 percent or more of the indebtedness of a firm.
(2) "Government," as used in this provision, includes any agent or
instrumentality of that government.
(b) Disclosure. The Offeror shall disclose any significant interest the
government of each of the following countries has in the offeror or a subsidiary
of the Offeror. If the Offeror is a subsidiary, it shall also disclose any
significant interest each government has in any firm that owns or controls the
subsidiary. If none, leave blank.
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<PAGE>
Country Significant Interest
------- --------------------
(1) Cuba _______________________________________________
(2) Iran _______________________________________________
(3) Iraq _______________________________________________
(4) Libya _______________________________________________
(5) North Korea _______________________________________________
(6) Syria _______________________________________________
FAR SUPP 252.219-7000 SMALL DISADVANTAGED BUSINESS CONCERN REPRESENTATION (DoD
CONTRACTS) (DEC 1991)
(a) Definition.
----------
"Small disadvantaged business concern," as used in this provision, means
a small business concern, owned and controlled by individuals who are both
socially and economically disadvantaged, as defined by the Small Business
Administration at 13 CFR Part 124, the majority of earnings of which directly
accrue to such individuals. This term also means a small business concern
owned and controlled by an economically disadvantaged Indian tribe or Native
Hawaiian organization which meets the requirements of 13 CFR 124.112 or 13 CFR
124.113, respectively. In general, 13 CFR Part 124 describes a small
disadvantaged business concern as a small business concern--
(1) Which is at least 51 percent unconditionally owned by one or more
socially and economically disadvantaged individuals; or
(2) In the case of any publicly owned business, at least 51 percent
of the voting stock is unconditionally owned by one or more socially and
economically disadvantaged individuals; and
(3) Whose management and daily business operations are controlled by
one or more such individuals.
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<PAGE>
(b) Representations.
---------------
Check the category in which your ownership falls--
______ Subcontinent Asian (Asian-Indian) American (U.S. citizen
with origins from India, Pakistan, Bangladesh, Sri Lanka,
Bhutan, or Nepal)
______ Asian-Pacific American (U.S. citizen with origins from
Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, U.S.
Trust Territory of the Pacific Islands (Republic of Palau), the
Northern Mariana Islands, Laos, Kampuchea (Cambodia), Taiwan,
Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei,
Republic of the Marshall Islands, or the Federated States of
Micronesia)
______ Black American (U.S. citizen)
______ Hispanic American (U.S. citizen with origins from South
America, Central America, Mexico, Cuba, the Dominican Republic,
Puerto Rico, Spain or Portugal)
______ Native American (American Indians, Eskimos, Aleuts, or
Native Hawaiians, including Indian tribes or Native Hawaiian
organizations)
______ Individual/concern, other than one of the preceding currently
certified for participation in the Minority Small Business and
Capital Ownership Development Program under Section 8(a) of
the Small Business Act
______ Other
(c) Certifications.
--------------
Complete the following--
(1) The Offeror is [ ] is not [ ] a small disadvantaged business
concern.
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<PAGE>
(2) The Small Business Administration (SBA) has [ ] has not [ ] made a
determination concerning the offeror's status as a small disadvantaged business
concern. If the SBA has made a determination, the date of the determination was
__________________ and the offeror--
____ Was found by SBA to be socially and economically disadvantaged and
no circumstances have changed to vary that determination.
____ Was found by SBA not to be socially and economically disadvantaged
but circumstances which caused the determination have changed.
(d) Notification. Notify the Contracting Officer before award if your status
------------
as a small disadvantaged business concern changes.
(e) Penalties and Remedies. Anyone who misrepresents the status of a concern
----------------------
as a small disadvantaged business for the purpose of securing a contract or
subcontract shall--
(1) Be punished by imposition of a fine, imprisonment, or both;
(2) Be subject to administrative remedies, including suspension and
disbarment; and
(3) Be ineligible for participation in programs conducted under
authority of the Small Business Act.
FAR SUPP 252.225-7000 BUY AMERICAN ACT - BALANCE OF PAYMENTS PROGRAM
CERTIFICATE (DEC 1991)
(a) Definitions. "Domestic end product," "qualifying country," "qualifying
-----------
country end product," and "nonqualifying country end product" have the meanings
given in the Buy American Act and Balance of Payments Program clause of this
solicitation.
(b) Evaluation. Offers will be evaluated by giving preference to domestic
----------
end products and qualifying country end products over nonqualifying country end
products.
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<PAGE>
(c) Certifications.
--------------
(1) The Offeror certifies that--
(i) Each end product, except those listed in paragraphs (c)(2) or (3)
of this provision, is a domestic end product; and
(ii) Components of unknown origin are considered to have been mined,
produced, or manufactured outside the United States or a qualifying country.
(2) The Offeror certifies that the following end products are qualifying
country end products:
Qualifying Country End Products
-------------------------------
Line Item No. Country of Origin
- ------------ -----------------
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
(List only qualifying country end products.)
(3) The Offeror certifies that the following end products are nonqualifying
country end products:
Nonqualifying Country End Products
----------------------------------
Line Item No. Country of Origin (If known)
------------ ----------------------------
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
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FAR SUPP 252.225-7003 INFORMATION FOR DUTY-FREE ENTRY EVALUATION (DEC 1991)
(a) Is the offer based on furnishing any supplies (i.e., end items, components,
or material) of foreign origin other than those for which duty-free entry is to
be accorded pursuant to the Duty-Free Entry--Qualifying Country End Products and
Supplies clause of this solicitation?
Yes [ ] No [ ]
(b) If the answer to (a) is yes, answer the following questions:
1. Are such foreign supplies now in the United States?
Yes [ ] No [ ]
2. Has the duty on such foreign supplies been paid?
Yes [ ] No [ ]
3. If the answer to paragraph (b)(2) is no, what amount is included in the
offer to cover such duty? $___________________________
(c) If the duty has not been paid, the Government may elect to make award on a
duty-free basis. If so, the offered price will be reduced in the contract award
by the amount specified in paragraph (b)(3). The Offeror agrees to identify, at
the request of the Contracting Officer, the foreign supplies which are subject
to duty-free entry.
(d) Offers will be evaluated on a duty included basis except to the extent
that--
(1) The supplies are qualifying country end products as defined in either
the Buy American Act and Balance of Payments Program or in the Buy American Act,
Trade Agreements Act, and Balance of Payments Program clause of this
solicitation; or
(2) The duty-free price is specified for use in the evaluation procedure.
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FAR SUPP 252.247-7022 REPRESENTATION OF EXTENT OF TRANSPORTATION BY SEA
(DEC 1991)
(a) The Offeror shall indicate by checking the appropriate blank in paragraph
(b) of this clause whether transportation by sea of supplies by sea is
anticipated under the resultant contract. The term "supplies" is defined in the
Transportation of Supplies by Sea clause of this solicitation.
(b) Representation. The Offeror represents that it--
Does anticipate that supplies will be transported by sea in the
_______ mance of any contract or subcontract resulting from this
solicitation.
Does not anticipate that supplies will be transported by sea in the
_______ performance of any contract or subcontract resulting from this
solicitation.
(c) Any contract resulting from this solicitation will include the
Transportation of Supplies by Sea clause. If the Offeror represents that it
will not use ocean transportation, the resulting contract will also include
the Defense FAR Supplement clause at 252.247-7024, Notification of
Transportation of Supplies by Sea.
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ACCESS TO VESSELS BY NON-U.S. CITIZENS (ACP CERTIFICATION) (NAVSEA) (MAY 1988)
(a) The bidder or offeror, in the performance of any contract and/or job order
resulting from this solicitation __________________ intends __________________
does not intend (check applicable line) to employ non-U.S. citizens in the
performance of work that requires access to naval vessels, work sites and
adjacent areas when such vessels are under construction, conversion, overhaul or
repair.
(b) If the bidder or offeror "intends" in paragraph (a) above, the bidder shall
insert, in the spaces provided below, the required information.
(c) Whether or not the bidder or offeror intends to employ non-U.S. citizens,
the actual access of non-U.S. citizens to naval vessels is subject to the
requirements of "ACCESS TO VESSELS BY NON-U.S. CITIZENS" in SECTION C, Part 2.
ACCESS CONTROL PLAN (ACP)
-------------------------
Approved ACP No.
-------------------------------------------
If no approved ACP, indicate below, actions taken or anticipated relative
to ACP submission to applicable Contract Administration Office (See NAVSEA
Instruction 5500.3 (series))
179
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SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS
FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (JUN 1988)
This solicitation incorporates one or more solicitation provisions 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.
SECTION L-1 - PROVISIONS INCORPORATED BY REFERENCE
<TABLE>
<CAPTION>
Provision No. Title and Date
- ------------- --------------
<C> <S>
FAR CONTRACTOR ESTABLISHMENT CODE (AUG 1989)
52.204-4
FAR LISTING OF USED OR RECONDITIONED MATERIAL,
52.210-6 RESIDUAL INVENTORY AND FORMER GOVERNMENT SURPLUS
PROPERTY (APR 1984)
PAR SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE
52.214-34 (APR 1991)
FAR SUBMISSION OF OFFERS IN U.S. CURRENCY (APR
52.214-35 1991)
FAR SOLICITATION DEFINITIONS (JUL 1987)
52.215-5
FAR UNNECESSARILY ELABORATE PROPOSALS OR
52.215-7 QUOTATIONS (APR 1984)
FAR AMENDMENTS TO SOLICITATIONS (DEC 1989)
52.215-8
FAR SUBMISSION OF OFFERS (DEC 1989)
52.215-9
FAR LATE SUBMISSIONS, MODIFICATIONS AND WITH-
52.215-10 DRAWLS OF PROPOSALS (DEC 1989)
</TABLE>
180
<PAGE>
SECTION L-1 - PROVISIONS INCORPORATED BY REFERENCE (CONT'D)
<TABLE>
<CAPTION>
Provision No. Title and Date
- -------------- --------------
<C> <S>
FAR RESTRICTION ON DISCLOSURE AND USE OF DATA
52.215-12 (APR 1984)
FAR PREPARATION OF OFFERS (APR 1984)
52.215-13
FAR EXPLANATION TO PROSPECTIVE OFFERORS (APR
52.215-14 1984)
FAR FAILURE TO SUBMIT OFFER (APR 1984)
52.215-15
FAR FACILITIES CAPITAL COST OF MONEY (SEP 1987)
52.215-30
FAR PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE
52.222-24 REVIEW (APR 1984)
FAR NOTICE OF PROGRESS PAYMENTS (APR 1984)
52.232-13
DFARS COMMERCIAL AND GOVERNMENTAL ENTITY (CAGE)
252.204-7001 CODE REPORTING (DEC 1991)
DFARS IDENTIFICATION OF RESTRICTED RIGHTS COMPUTER
252.227-7019 SOFTWARE (APR 1988)
DFARS NOTICE OF COST/SCHEDULE CONTROL SYSTEMS
252.234-7000
</TABLE>
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SECTION L-2 - ADDITIONAL SOLICITATION PROVISIONS
FAR 52.204-3 TAXPAYER IDENTIFICATION (SEP 1989)
(a) Definitions.
"Common parent," as used in this solicitation provision, means that
corporate entity that owns or controls an affiliated group of corporations
that files its Federal income tax returns on a consolidated basis, and of
which the offeror is a member.
"Corporate status," as used in this solicitation provision, means a
designation as to whether the offeror is a corporate entity, an unincorporated
entity (e.g., sole proprietorship or partnership), or a corporation providing
medical and health care services.
"Taxpayer Identification Number (TIN)," as used in this solicitation
provision, means the number required by the IRS to be used by the offeror in
reporting income tax and other returns.
(b) The offeror is required to submit the information required in paragraphs (c)
through (e) of this solicitation provision in order to comply with reporting
requirements of 26 U.S.C. 6041, 6041A, and 605OM and implementing regulations
issued by the Internal Revenue Service (IRS). If the resulting contract is
subject to the reporting requirements described in 4.902(a), the failure or
refusal by the offeror to furnish the information may result in a 20 percent
reduction of payments otherwise due under the contract.
(c) Taxpayer Identification Number (TIN).
[ ] TIN:
------------------
[ ] TIN has been applied for.
[ ] TIN is not required because:
[ ] Offeror is a nonresident alien, foreign corporation, or foreign
partnership that does not have income effectively connected with the conduct of
a trade or business in the U.S. and does not have an office or place or business
or a fiscal paying agent in the U.S.;
[ ] Offeror is an agency or instrumentality of a foreign government.
[ ] Offeror is an agency or instrumentality of a Federal, state, or
local government;
[ ] Other. State basis.
--------------------------
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<PAGE>
(d) Corporate Status.
[ ] Corporation providing medical and health care services, or engaged in the
billing and collecting of payments for such services;
[ ] Other corporate entity;
[ ] Not a corporate entity;
[ ] Sole proprietorship;
[ ] Partnership;
[ ] Hospital or extended care facility described in 26 CFR 501(c)(3) that
is exempt from taxation under 26 CFR 501(a).
(e) Common Parent.
[ ] Offeror is not owned or controlled by a common parent as
defined in paragraph (a) of this clause.
[ ] Name and TIN of common parent:
Name
---------------------------------------------
TIN
---------------------------------------------
FAR 52.207-4 ECONOMIC PURCHASE QUANTITY--SUPPLIES (AUG 1987)
(a) Offerors are invited to state an opinion on whether the quantity(ies) of
supplies on which bids, proposals or quotes are requested in this solicitation
is (are) economically advantageous to the Government.
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(b) Each offeror who believes that acquisitions in different quantities would be
more advantageous is invited to recommend an economic purchase quantity. If
different quantities are recommended, a total and a unit price must be quoted
for applicable items. An economic purchase quantity is that quantity at which a
significant price break occurs. If there are significant price breaks at
different quantity points, this information is desired as well.
183
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OFFEROR RECOMMENDATIONS
ITEM QUANTITY PRICE QUOTATION TOTAL
- ---- -------- --------------- -----
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
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(c) The information requested in this provision is being solicited to avoid
acquisitions in disadvantageous quantities and to assist the Government in
developing a data base for future acquisitions of these items. However, the
Government reserves the right to amend or cancel the solicitation and resolicit
with respect to any individual item in the event quotations received and the
Government's requirements indicate that different quantities should be acquired.
FAR 52.210-2 AVAILABILITY OF SPECIFICATIONS LISTED IN THE DOD INDEX OF
SPECIFICATIONS AND STANDARDS (DODISS) (SEP 1990)
Single copies of specifications cited in this solicitation may be obtained by
submitting a written request to the supply point listed below. The request must
contain the title of the specification, its number, date, applicable
amendment(s), and the solicitation or contract number. A telephone order entry
system is available with the use of a touch tone telephone. A Customer Number is
required to use this system and may be obtained by written request to the
address listed below or by telephone (215-697-2179). In case of urgency,
telegraphic requests are acceptable. Voluntary standards, which are not
available to offerors and contractors from Government sources, may be obtained
from the organization responsible for their preparation, maintenance, or
publication.
Standardization Document
Order Desk, Building 4, Section D
700 Robbins Avenue
Philadelphia, PA 19111-5094
Telex Number _____________ 834295
Western Union Number _____ 710-670-1685
Telephone Number _________ (215) 697-3321 (Express
shipment pickup)
Telephone Order Entry System (TOES) Numbers __________
215-697-1187 through and including 215-697-1197
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FAR 52.212-7 NOTICE OF PRIORITY RATING FOR NATIONAL DEFENSE USE (SEP 1990)
Any contract awarded as a result of this solicitation will be a [ ] DX rated
order; [x] DO rated order certified for national defense use under the Defense
Priorities and Allocations System (DPAS)(15 CFR 700), and the Contractor will be
required to follow all of the requirements of this regulation.
FAR 52.215-16 CONTRACT AWARD (JUL 1990) AND ALTERNATE III (AUG 1991)
(a) The Government will award a contract resulting from this solicitation to the
responsible offeror whose offer conforming to the solicitation will be most
advantageous to the Government, cost or price and other factors, specified
elsewhere in this solicitation, considered.
(b) The Government may (1) reject any or all offers if such action is in the
public interest, (2) accept other than the lowest offer, and (3) waive
informalities and minor irregularities in offers received.
(c) The Government intends to evaluate proposals and award a contract without
discussions with offerors. Therefore, each initial offer should contain the
offeror's best terms from a cost or price and technical standpoint. However, the
Government reserves the right to conduct discussions if later determined by the
Contracting Officer to be necessary.
(d) The Government may accept any item or group of items of an offer, unless the
offeror qualifies the offer by specific limitations. Unless otherwise provided
in the Schedule, offers may be submitted for quantities less than those
specified. The Government reserves the right to make an award on any item for a
quantity less than the quantity offered, at the unit cost or prices offered,
unless the offeror specifies otherwise in the offer.
(e) A written award or acceptance of offer mailed or otherwise furnished to the
successful offeror within the time for acceptance specified in the offer shall
result in a binding contract without further action by either party. Before the
offer's specified expiration time, the Government may accept an offer (or part
of an offer, as provided in paragraph (d) above), whether or not there are
negotiations after its receipt, unless a written notice of withdrawal is
received before award. Negotiations conducted after receipt of an offer do not
constitute a rejection or counteroffer by the Government.
185
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(f) Neither financial data submitted with an offer, nor representations
concerning facilities or financing, will form a part of the resulting contract.
However, if the resulting contract contains a clause providing for price
reduction for defective cost or pricing data, the contract price will be subject
to reduction if cost or pricing data furnished is incomplete, inaccurate, or not
current.
(g) The Government may determine that an offer is unacceptable if the prices
proposed are materially unbalanced between line items or subline items. An offer
is materially unbalanced when it is based on prices significantly less than cost
for some work and prices which are significantly overstated in relation to cost
for other work, and if there is a reasonable doubt that the offer will result in
the lowest overall cost to the Government, even though it may be low evaluated
offer, or it is so unbalanced as to be tantamount to allowing an advance
payment.
FAR 52.216-1 TYPE OF CONTRACT (APR 1984)
The Government contemplates award of a Firm Fixed Price arrangement for Phase I
----------------------------------------
and a Fixed Price Incentive arrangement for Phase II resulting from this
- ----------------------------------------------------
solicitation.
FAR 52.219-22 SIC CODE AND SMALL BUSINESS SIZE STANDARD (JAN 1991)
(a) The standard industrial classification (SIC) code for this acquisition is
3731 .
- ---------------
(b)(1) The small business size standard is 1000 .
-------------
(2) The small business size standard for a concern which submits an offer in
its own name, other than on a construction or service contract, but which
proposes to furnish a product which it did not itself manufacture, is 500
employees.
FAR 52.233-2 SERVICE OF PROTEST (NOV 1988)
(a) Protests, as defined in section 33.101 of the Federal Acquisition
Regulation, that are filed directly with an agency, and copies of any protests
that are filed with the General Accounting Office (GAO) or the General Services
Administration Board of Contract Appeals (GSBCA), shall be served on the
Contracting Officer (addressed as follows) by obtaining written and dated
acknowledgment of receipt from Commander, Naval Sea Systems Command,
Code 02224 , Washington, D.C. 20362-5160.
--------
186
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(b) The copy of any protest shall be received in the office designated above
on the same day a protest is filed with the GSBCA or within one day of filing a
protest with the GAO.
FAR SUPP 252.210-7001 AVAILABILITY OF SPECIFICATIONS AND STANDARDS NOT LISTED IN
DODISS, DATA ITEM DESCRIPTIONS NOT LISTED IN DoD 5010.12-L, AND PLANS, DRAWINGS,
AND OTHER PERTINENT DOCUMENTS (DEC 1991)
Offerors may obtain the specifications, standards, plans, drawings, data item
descriptions, and other pertinent documents cited in this solicitation by
submitting a request to:
Standardization Document
Order Desk, Building 4, Section D
700 Robbins Avenue
Philadelphia, PA 19111-5094
Include the number of the solicitation and the title and number of the
specification, standard, plan, drawing, or other pertinent document.
NAPS 5252.215-9000 SUBMISSION OF COST OR PRICING DATA (NOV 1987)
(a) It is expected that this contract will be awarded based upon a
determination that there is adequate price competition; therefore, the offeror
is not required to submit or certify cost or pricing data (SF 1411) with its
proposal.
(b) If, after receipt of the proposals, the contracting officer determines that
adequate price competition does not exist in accordance with FAR 15.804-3, the
offeror shall provide certified cost or pricing data as requested by the
contracting officer.
NAPS 5252.243-9000 NOTIFICATION OF APPLICABILITY OF 10 U.S.C. 2405 (NOV 1991)
The contract which will result from an award made pursuant to this solicitation
is a shipbuilding contract, and, therefore, any claim, request for equitable
adjustment, or demand for payment submitted by the contractor seeking a price
adjustment under this contract is subject to 10 U.S.C. 2405.
187
<PAGE>
COST AND PRICING - REVIEW AND EVALUATION (SEP 1990)
Offeror shall, simultaneously with the submittal of its offer, furnish copies of
its offer and its cost and pricing data to the cognizant Administrative
Contracting Officer and the cognizant Defense Contract Audit Agency for review
and evaluation.
MAKE-OR-BUY PROGRAM (NAVSEA) (SEP 1990) (This clause is applicable to the Phase
II proposal only.)
Offeror shall submit as part of its proposal a written proposed make-or-buy
program in accordance with the requirements set forth herein.
(a) Definition of Make-or-Buy Program: A make-or-buy program is that part of
---------------------------------
each offeror's written plan which identifies the major work efforts, sub-
systems, assemblies, subassemblies, and components to be manufactured,
developed, or assembled in its own facilities, and those which will be obtained
elsewhere by subcontract. The program shall not include raw materials,
commercial products or off-the-shelf items unless their potential impact on
contract or schedule is critical. A "make" item is any item produced, or work
performed, by the offeror or its affiliates, subsidiaries, or divisions. A
"buy" item is any item or work effort which will be obtained elsewhere by
subcontract.
(b) Requirements of Make-or-Buy Program under this Solicitation. For purposes
-----------------------------------------------------------
of this solicitation, the make-or-buy program should not include items or work
efforts estimated to cost less than (a) 1% of the total estimated contract
price, or (b) $1,000,000, whichever is less.
(c) Factors to be Considered by Offeror in the Formulation of Its Make-or-Buy
-------------------------------------------------------------------------
Program. Offeror shall consider such factors as capability, capacity,
- --------
availability of small business and labor surplus area concerns as subcontract
sources, the establishment of new facilities in or near sections of concentrated
unemployment or underemployment, contract schedules, integration control,
proprietary processes, and technical superiority or exclusiveness, before
identifying in its proposed make-or-buy program that work which it considers it
or its affiliates, subsidiaries, or divisions (i) must perform as "must make,"
(ii) must subcontract as "must buy," and (iii) can either perform or acquire by
subcontract as "can make or buy".
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(d) Information Required in Offeror's Make-or-Buy Program. Offeror shall include
-----------------------------------------------------
in its proposed make-or-buy program:
(1) A description of each major item or work effort.
(2) Categorization of each major item or work effort as "must make,"
"must buy," or "can either make or buy."
(3) For each item or work effort categorized as "can either make or buy," a
proposal either to "make" or to "buy."
189
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(4) Reasons for (i) categorizing items and work efforts as "must make" or
"must buy," and (ii) proposing to "make" or to "buy" those categorized as "can
either make or buy." The reasons must include the consideration given to the
evaluation factors described in the solicitation and be in sufficient detail to
permit the Contracting Officer to evaluate the categorization or proposal.
(5) Designation of the plant or division proposed to make each item or perform
each work effort and a statement as to whether the existing or proposed new
facility is in or near a labor surplus area.
(6) Identification of proposed subcontractors, if known, and their location
and size status.
(7) Any recommendations to defer make-or-buy decisions when categorization of
some items or work efforts is impracticable at the time of submission.
(8) Any other information the Contracting Officer requires in order to
evaluate the program.
190
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SECTION L: INSTRUCTION TO OFFERORS
ENGINEERING DESIGN (PHASE 1) AND
--------------------------------
DETAIL DESIGN AND CONSTRUCTION PHASE II)
----------------------------------------
FOR
---
STRATEGIC SEALIFT SHIP PROGRAM
------------------------------
SECTION L
---------
PROPOSAL INSTRUCTIONS TO OFFERORS
---------------------------------
This section of the solicitation comprises information regarding preparation
of the proposals for Phase I and Phase II. Offerors are advised that material
submitted in excess of that required herein will not be evaluated.
A. PHYSICAL FORMAT
---------------
Each offeror shall submit separate technical and price proposals for each
phase subject to the following requirements and limitations:
<TABLE>
<CAPTION>
Volume Title Page Limit Copies
<S> <C> <C> <C>
I Technical Proposal 150 6
Each Phase
II Price Proposal No Limit 4
</TABLE>
Six copies of the Technical Proposal (Volume I) shall be sent to Commander,
Naval Sea Systems Command, Department of the Navy, Code 02913, Room 5E40,
National Center #3, Washington, D.C. 20362-5160, RFP N00024-93-R-2200(Q),
Technical Proposal, DO NOT OPEN IN MAILROOM, ATTN: Sharie Bourbeau, SEA 02224.
Four copies of the Price Proposal (Volume II), shall be sent to Commander, Naval
Sea Systems Command, Department of the Navy, Code 02913, Room 5E40, National
Center #3, Washington, D.C. 20362-5160, RFP N00024-93-R-2200(Q), Price Proposal,
DO NOT OPEN IN MAILROOM, ATTN: Sharie Bourbeau, SEA 02224.
NO PRICING INFORMATION IS TO BE INCLUDED IN THE TECHNICAL PROPOSAL (VOLUME I).
191
<PAGE>
The proposals must be presented in standard 8-1/2 X 11" loose leaf binders.
The pages are to be type written or printed, single spaced, single sided with no
reductions, on standard 8-1/2" X 11" paper. For ease of reading and evaluating,
proposals shall be prepared using 10 pitch type with a 1" minimum margin on both
left and right hand sides of each page. The Technical Proposal shall consist of
no more than 150 pages of text, cover to cover, and exclusive of resumes.
Resumes may not exceed one page for each individual. Information such as cover
sheets, tabs and indexes will not be counted against the 150 page limit.
The use of engineering drawings, sketches and schedules are permitted in
addition to the 150 page text limit for clarification of text data. A maximum
limit of 25 pages is placed for foldouts of drawings, sketches and schedules.
Drawings and sketches shall be size limited to 11" X 17". Drawings and sketches
shall not be used to circumvent the 150 page text limit.
The company name of the offeror shall appear at the top of each page of the
proposal. The cover page of each proposal shall contain:
- The document number and title (Volume I
- Technical Volume II - Price)
- The item nomenclature and solicitation number of the request for proposal
- The full company name of the offeror
- The address of the offeror
- Offeror's position regarding disclosure of
proposal data in accordance with the provision entitled "Restrictions on
Disclosure and Use of Data in Proposals"
IN THE EVENT THAT ANY PORTION OF THE TECHNICAL PROPOSAL IS WRITTEN BY SOMEONE
WHO IS NOT A BONA FIDE EMPLOYEE OF THE OFFEROR WHO IS SUBMITTING THE PROPOSAL, A
CERTIFICATE TO THIS EFFECT SHALL BE SIGNED BY A RESPONSIBLE OFFICER OF THE
OFFEROR AND SHALL SHOW THE PERSON'S NAME, EMPLOYMENT CAPACITY, THE NAME OF HIS
FIRM, THE RELATIONSHIP OF THAT FIRM TO THE OFFEROR'S AND THE PORTION OF THE
TECHNICAL RESPONSE WRITTEN BY THAT PERSON.
B. CONTENT REOUIREMENTS
--------------------
The offeror should structure the proposal so that the information
provided for each category is as comprehensive as possible. Each chapter in the
proposal should be sufficiently self-contained to minimize the need to refer to
other chapters. If cross references are needed, page and paragraph numbers
should be included.
The solicitation provides the information upon which the response should
be based. Section M of this solicitation outlines the evaluation factors for
award.
192
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Offerors are warned that no more than the first 150 pages of their Technical
Proposal will be evaluated. Offerors are further warned that any portion of
their Technical Proposals that is in excess of 150 pages will be treated in the
same manner as late or modified proposals in accordance with the clause located
in this RFP entitled "Late Submissions, Modifications and Withdrawals of
Proposals."
The PCO may determine, as a result of proposal evaluation, that discussions
will be conducted. Discussions shall not be employed as means to include in an
offeror's Technical Proposal, information concerning chapters, factors, or
subdivisions thereof, not addressed in evaluation (i.e., in the first 150 pages
of the Technical Proposal which was submitted initially). During discussions, if
required, each offeror's response to technical questions may result in no more
than 25 pages of answers (i.e., the total length of the Technical Proposal is
limited to 150 pages and the answers to discussion questions is limited to 25
pages, thus the aggregate limit is 175 pages). The 25 pages are for answers only
and substitution pages to the Technical Proposal can be submitted if the change
page is a correction or clarification in response to a question. Should it
become necessary to conduct more than one round of discussions, the total
Technical Proposal and supplemental page limit can be increased at the
discretion of the PCO.
Each factor and sub-factor will be evaluated on how the response meets the
requirements of the solicitation. The response that completely addresses all of
the solicitation requirements will be judged technically acceptable where as the
response that fails to address the requirements of the solicitation is
considered to be technically unacceptable.
The offeror shall address complete systems/procedures within each factor and
sub-factor in order to provide evaluators with a fully integrated, total picture
of the techniques, methods, and resources which will be used in both phases. The
Offeror shall address fully all topics listed in each factor and subfactor.
---
Especially explain approach to the work requirements of this solicitation. In
each factor and sub-factor, questions are asked about systems and procedures
which pertain to an offeror's assets. Assets which support those systems and
procedures should be clearly identified in Phase I Factor IV and in Phase II
Factor V - U.S. Yard Facilities section, and the integration of the work of this
solicitation with other work performed at the same time should be addressed
throughout the proposal, as appropriate.
193
<PAGE>
The offeror shall provide the percentage of time used and other pertinent
details on the multiple use of systems and personnel for all other current and
projected work. Total time accounted for, including unassigned time, should
equal 100 percent.
C. TECHNICAL PROPOSAL (VOLUME I) ORGANIZATION
------------------------------------------
The Technical Proposals shall be organized as follows:
1) Engineering Design - Phase I
2) Detail Design and Construction - Phase II
Only Phase I proposals are to be submitted at time of RFP closing. Phase II are
to be submitted in accordance with the Contract Data Requirements List (CDRL),
Attachment J-5.
ENGINEERING DESIGN
------------------
PHASE I
-------
FACTOR I: TECHNICAL APPROACH
A. CONSTRUCTION/TECHNICAL APPROACH
-------------------------------
This part of the proposal should provide a technical approach to be laid
out in a systematic narrative so as to convey a detailed and complete picture of
how the Offeror will complete the Technical Requirements. Of special interest
are procedures that are innovative or progressive in nature as compared to
existing standards, that exceed the current shipbuilding practices used by the
offeror in the past five (5) years of shipbuilding efforts. For instance, a
significant increase in use of the modular, pre-outfitting approach should be
highlighted in the proposal. Similar procedures that are not part of the usual
or customary practices of the offerors facility should be explained and specific
application to the RFP elements identified and described.
In the process of meeting the technical requirements of the COR, if the
ship is to be constructed in sections and then transported to a different site
for assemply, a concept description must be provided in the proposal with
detailed description and engineering calculations in the Phase I Engineering
Design in accordance with the CDRLs, Attachment J-5.
(1) A detailed procedure for the process to be accomplished including major
work packages to the ship, a detailed schedule of milestones of the work (i.e.,
floating, attachment, etc.), a detailed sequencing of movement of major parts of
the ship and ship sections.
(2) A detailed statement of specific experience with multiple floating of
parts of ships, sequencing of multiple actions, with multiple parts of multiple
ships, etc. for the yard and for the individuals involved in key engineering
positions.
194
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(3) A detailed procedure for towing the sections to the assembly yard.
(4) Procedures for a detailed structural analysis on both the ship and ship
sections and on the dock and dock sections for the dynamics of floating, moving,
etc., if the joining is done on a floating dock.
(5) Procedures for fitting up and constructing longitudinal strength when hull
sections are joined.
(6) Procedures for joining mechanical systems, at any interface between
sections of the ship, and procedures for splicing or pulling cable through
interfaces between sections of the ship.
(7) Procedures for insuring that docking blocks are structurally adequate and in
correct locations for landing the intact ship and the independent discrete
sections of the hull after load shifting.
(8) Procedures for ensuring that unstable ship sections are not floated but
remain down and heavy on the blocks when other ship sections are moved in the
same dock.
In addition to the information required above if applicable, all Offeror's
shall provide specific information which addresses the following:
a. Engineering design
------------------
The Offeror shall provide a description of the design approach, including
a discussion of all major design and engineering work envisioned indicating
whether the design effort is to be accomplished in-house or subcontracted. If
the design is to be subcontracted, the Offeror shall identify the design
subcontractor or Naval Architecture firm in his proposal, state the rationale
for selection and provide a breakdown of the design/engineering work to be
accomplished. Additionally, the offeror shall describe how the design effort
will be integrated with the shipyard efforts. The offeror shall also describe
the technical approach to be used including project objectives,, constraints,
approach to standardization, configuration control, ILS integration with
engineering design, assessment of risk, development and use of expanded work
breakdown structure and quality assurance of the design work.
Offerors shall provide a phased schedule for all major design/engineering
work envisioned, including that to be approved by the Regulatory Bodies and the
Classification Society, major subcontractors,, naval architecture and
engineering firms, if any, that depicts compliance with the required delivery
schedule.
195
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b. Test and Trials Approach
------------------------
The Offeror shall describe the overall management approach to total
ship's testing in sufficient detail to demonstrate a thorough understanding of
the testing requirements. The discussion should describe the testing
organization required to support the Strategic Sealift Ship program from award
through final contract trials including responsibilities and interface with
production, design, procurement, quality assurance functions, and Regulatory
Bodies and the Classification Society. Provide a description of planned
procedures for preparing, validating and submitting test memoranda and trial
reports.
c. Producibility
-------------
The Offeror shall describe the technical approach to the ship(s)
fabrication, assembly and erection sequence effort. The Offeror's approach shall
address the following areas:
1) Describe the techniques used to construct ship(s) including a
description of production deemed necessary for this construction
effort
2) The integration of the construction methodology to the facilities
and manpower planned and how this has been used successfully in the
past
FACTOR II. LOGISTICS APPROACH
The Offeror shall describe his overall management approach to Integrated
Logistics Support (ILS) in sufficient detail to demonstrate a thorough
understanding of the requirements. Provide a detailed description of the
procedures, actions, events, and organization intended to be employed to
successfully accomplish the ILS Program.
a. Organizational Approach
-----------------------
The Offeror shall provide a brief description of the planned organization
of the following ILS components: Provisioning Technical Documentation (PTD),
Configuration Management (CM), technical publications development,
standardization and Computer Aided Logistics System (CALS). The Offeror for PTD
and technical manuals shall specifically describe the methods and schedule to be
utilized for development, review and assembling of PTD and technical manuals,
including subcontract/vendor flow-down of contract provisions, and the methods
for ensuring that PTD content and schedule requirements will be met.
196
<PAGE>
FACTOR III: MANAGEMENT APPROACH
This part of the proposal should provide a systematic approach which
demonstrates a comprehensive understanding and application of management
techniques, methods and procedures required to efficiently complete the
requirements of the solicitation.
a. Overall Approach to Management/Organization
-------------------------------------------
The Offeror is to describe how the Engineering Design will be managed on
the Strategic Sealift Ship program. Describe the program organization and
management procedures necessary to provide the design and services required in
the Statement of Work. The Offeror is to describe how the project is intended
to function within the existing organizational structure. Describe any
differences between the existing organization and the organization proposed
for the program, including why and how any modifications are being made.
Existing or planned organizational relationships with existing business(es),
corporation(s), companies or subcontractors shall be completely described
including contractual relationships. Project organizational chart(s) are to be
provided showing functional relationships, key project personnel (technical
and project management), key organizational personnel (identified by name),
and other relationships. Show percent of time these key personnel will be
dedicated to the program. Describe the authority, functions, and
responsibility of the Project Manager and his staff with respect to corporate
officials and with respect to the heads of the offeror's functional
organizations. Identify other ship construction and/or conversion projects of
similar size and complexity successfully undertaken by the offeror's firm
during the past ten years.
b. Management Experience and Performance
-------------------------------------
The Offeror shall describe experience over the past ten years in ship
design and construction and/or conversion. Provide general description of
programs completed or in process. Details provided should be sufficient to give
clear understanding of the magnitude and complexity of the shipbuilding programs
undertaken. For the most relevant and similar ship design accomplished, describe
in detail the nature and scope of the work accomplished. Relate this experience
to the perceived/stated requirements of the program. Of special importance are
the similarities between the Offeror's past shipbuilding programs and the
Strategic Sealift Ship program as it relates to the characteristics, overall
management, design and design integration, ship systems, ILS, critical equipment
procurement, major subcontractors, cost performance versus budget, production
planning and control, and
197
<PAGE>
production methods and concepts employed. Discussion should include statements
and an explanation of the similarities and differences between those programs
and this program in scope of work, technical approach, and schedule.
FACTOR IV: U.S. YARD FACILITIES
In accordance with 10 U.S.C. 7309 none of the funds provided for the
construction or conversion of any vessel to be constructed shall be expended in
foreign shipyards for the construction of major components of the hull or
superstructure of such vessel. The Offeror shall document that the construction.
shipyard is a United States shipyard equivalent to a Master Ship Repair
Agreement (MSRA) Yard and has capability and facilities to construct the
Strategic Sealift ship(s). Specifically, the Offeror shall describe how the
facilities meet the requirements of NAVSEAINST 4280.2B of 8 Aug 1988, less
enclosure (2). The Offeror shall describe the facilities, both in-house and
subcontracted, available to perform the contract. The utilization rate shall be
discussed if an item supports more than one ship, including the time-phased
utilization of key facilities such as shops, drydocks, building ways, berths,
etc. for firm and projected work. The description shall include "nonfacility"
resources such as special or unique equipment, cranes and special tools.
198
<PAGE>
MAIN ENGINE QUALIFICATION
The Contractor is required to complete Phase I Engineering Design using
candidate engines presently qualified, or that will be qualified in accordance
with the Circular of Requirements (COR) prior to the date the Contractor
submits its Phase II technical proposal. Award of Phase II contract(s), for
detail design and construction of Strategic Sealift ships will be based upon a
contract design which includes main propulsion engines which meet the COR
qualification requirements. However, subsequent to contract award, the
Government will entertain an Engineering Change Proposal (ECP) to utilize
alternative main propulsion engines, provided that:
--------
(i) the alternative engines satisfy all performance requirements set forth in
the COR;
(ii) the alternative engines have met the COR qualification requirements prior
to submission by the Contractor of the ECP;
(iii) the alternative engines satisfy requirements for domestic production set
forth in section 1424 of P.L. 101-510, as amended by section 1015 of
P.L. 102-190, and Special Contract Requirement, Section H, Requirements for
Domestic Manufacture of Certain Shipboard Systems and Equipment; and
(iv) the ECP includes a downward adjustment in the target price, target profit
and ceiling price on the contract and no change in the ship delivery date(s).
198 a
<PAGE>
ACQUISITION, DETAIL DESIGN AND CONSTRUCTION PROPOSAL
- ----------------------------------------------------
PHASE II
--------
FACTOR I: SHIP CHARACTERISTICS
The Offeror shall describe how the proposed contract design submitted during
Phase I satisfies all COR minimum requirements for the required ship
characteristics. Specifically, the proposed contract design must demonstrate
ship characteristics that meet or exceed the COR minimums in the following
areas:
- Maximum length overall = 950.0 ft
- Maximum beam = 106.0 ft
- Speed = minimum 24 knots @ draft at design load departure condition and
90% of the installed engine rating (Maximum Continuous Rating
(MCR)).
- Minimum area per shp of RO/RO decks =
300,000 sq ft (enclosed)
380,000 sq ft (total)
- Endurance
FACTOR II: TECHNICAL APPROACH
a. Detail Design
-------------
The Offeror shall provide a description of the design approach including a
discussion of all major design and engineering work envisioned (including
manhours estimate and schedule), indicating whether the detail design effort is
to be accomplished in-house or subcontracted. If the detail design is to be
subcontracted, the offeror shall identify the subcontractor or naval
architecture firm in the proposal, state the rationale for selection and provide
a breakdown of the design/engineering work to be accomplished. Additionally, the
offeror shall describe how the detail design effort will be integrated with the
shipyards' construction effort. The Offeror shall also describe the technical
approach to be used including project objectives, constraints approach to
standardization, configuration control, ILS integration with detail design,
assessment of risk, development and use of work breakdown structure, quality
assurance of the design work, release of drawings to production, specification
release to procurement, and a concise summary of work element descriptions.
b. Major Milestone (Key Event) Schedule
------------------------------------
The Offeror shall provide an integrated schedule of all major phases and
key events (plan of action and milestones) for accomplishing the detail design
and construction from contract authorization through final acceptance trials.
The Offeror shall provide the following information in sufficient detail to
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demonstrate his ability to meet the detail design and construction schedules
(For uniformity, Contract Award date will be day/month zero (0). Key events are
to be shown as "Days After Contract Award" (DAC) or "Months After Contract
Award" (MAC), as appropriate).
(1) Design Schedule - The Offeror shall provide a phased schedule for all
---------------
design/engineering work envisioned, including that to be accomplished by
subcontractors, naval architecture and engineering firms, if any. The
correlation between the design schedule and schedules for procurement,
production, outfitting and test/trials shall be shown.
(2) Procurement Schedule - The Offeror shall provide a materials ordering
--------------------
and delivery schedule showing availability date of procurement specifications
from engineering, target dates for placement of major purchases, and delivery
dates which support the production schedule. Long lead items shall be identified
as to item, order month and lead time in months on the procurement schedule.
(3) Construction (Production)/Outfitting Schedule - The Offeror shall
---------------------------------------------
provide a phased schedule for accomplishment of all major elements of work
involved in the construction (including outfitting) of the ship, including time
spans and completion of key events. General working schedules and milestones
shall be compatible with design and procurement schedules, receipt of Class
Standard Equipment and availability of shipyard facilities. Indicate start and
completion dates for major construction areas including such item(s) erection
sequence, joining of modules, landing of major machinery items, space close-outs
outfitting, and test/trials phases.
(4) Test and Trials Schedule - The Offeror shall provide a phased,
------------------------
sequenced schedule addressing ship tests and trials. The schedule should include
factory and installation tests for major equipment, system tests, dock trials
and sea trials. Time spans should be indicated for groupings of similar tests
and for system grooming, etc. If applicable, include a description of any model
test and mock-up programs to be performed.
c. Noise Control
-------------
The Offeror shall discuss the approach to be taken to comply with the noise
control requirements of the specifications. Include discussions of requirements
analysis approach to establish noise design guidelines and procedures for
detection and correction of deficiencies found during surveys and during trials.
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d. Test and Trials Approach
------------------------
The Offeror shall describe the overall management approach to testing in
sufficient detail to demonstrate a thorough understanding of the testing
requirements. The discussion should describe the testing organization required
to support the Strategic Sealift Ship program from contract authorization
through preliminary acceptance trials including responsibilities and interface
with production, design, procurement, and quality assurance functions. Provide
a description of planned procedures for preparing, validating and submitting
test memoranda and trial reports.
e. Weight and Moment Control
-------------------------
The Offeror shall provide a Preliminary Allocated Baseline Weight Estimate
of the Strategic Sealift Ship. It shall consist of the offeror's estimate of
the light ship, full load, and capacity load displacements and their
associated drafts, list, trim, KG and GM, uncorrected but corrected for free
surface effect. Items shall be grouped in accordance with the Expanded Ship
Work Breakdown Structure three digit system. The estimate shall contain
estimated values for Detail Design and Building Margins. The technical
analysis that substantiates the margin values shall be submitted as an
appendix to the weight estimate. The format and content shall be in accordance
with DOD-STD-2137 (SH) "Contractor's Design Mass Properties Estimate".
The Offeror shall describe the management objectives, methods and procedures
that will be used to monitor the processes to assure that all weight data flows
quickly to the right people, that weight is a consideration in the selection of
equipment and materials and in the design/engineering development, and that the
weight reports are accurate and timely. The offeror shall describe his weight
control organization and its place in his overall program management, identify
key personnel, and provide a summary of weight control experience. Identify
critical points when the weight parameters will be verified, how they shall be
verified, and how corrective action will be taken if required. The offeror must
stipulate if weight control is being subcontracted and what special management
effort is being planned to assure the interface control between the various
weight information sources and the weight control personnel are properly
functioning. If subcontracted, the offeror shall provide the rationale for the
subcontractor selection.
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FACTOR III: LOGISTICS APPROACH
a. Organization and Approach
-------------------------
The offeror shall describe the approach to Integrated Logistics Support
(ILS) planning. The offeror shall provide a description of procedures,
actions, events, and organization intended to be employed to successfully
accomplish the ILS Program. Describe the management approach for compliance
with the ILS requirements contained in the schedule and the Strategic Sealift
Ship construction specifications/attachments and its interface with other
areas such as engineering, procurement and production.
The offeror shall provide a brief description of the planned organization of
the following ILS components: Provisioning Technical Documentation (PTD),
Configuration management (CM), technical publications development, provisioning,
procurement, outfitting and crew familiarization training. In the PTD and
technical manuals description, specifically describe the methods and schedule to
be utilized for development, review and assembling of PTD and technical manuals,
including subcontract/vendor flow-down of contract provisions, and the methods
for ensuring that PTD content and schedule requirements will be met.
b. Data Management
---------------
The Offeror shall describe the organization and procedures to be used in
management of the Contract Data Requirements List/Data Item Description
(CDRL/DID) requirements. The discussion shall include scheduling of
completion, internal review/approval, and timely submission of the data
specified in the CDRL to the regulatory body and Government including vendor
submittals.
c. Material Management/Outfitting
------------------------------
The Offeror shall describe overall management approach and the specific
procedures that will be employed for control, verification, and validation of
vendor specification compliance with providing material and equipment under the
Strategic Sealift Ship construction specifications.
List the most schedule-critical items to be purchased and state the
rationale for the selection of the items. For the three (3) most critical
items on the list, provide information on the proposed sources and the method
of procurement to be used; indicate the administrative lead time for
procurement and the approximate date required to support an orderly
construction process. Describe how any apparent conflicts in delivery and
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need dates will be overcome and any contingency plans (i.e. work arounds) that
will be employed.
d. Configuration Management/Standardization
----------------------------------------
The Offeror shall describe his approach to procurement of Strategic Sealift
Ship equipment and logistics documentation with respect to the procedures and
methods used to optimize intra-Navy standardization. Describe the procedures to
be used to define the configuration baseline and maintain control of changes to
keep baseline documentation current with approved changes and the method of
timely dissemination of current baseline information to the shipyard workforce
and subcontractors/vendors. This includes the impact of vendor equipment
changes. Explain the process to be used to ensure that the final data delivered
to the government reflects the "as built" configuration of the Strategic Sealift
Ship.
e. Computer Aided Logistics System (CALS)
--------------------------------------
The Offeror shall describe his approach to the implementation of the CALS
requirement as required in Attachment J-9.
PACTOR IV - MANAGEMENT CAPABILITY
a. Overall Approach to Management/Organization
-------------------------------------------
The offeror is to describe how the detail design and construction program
will be managed. Describe the program organization and management procedures
necessary to conduct the design and construction effort required by the
Statement of Work. The offeror is to describe how the project is intended to
function within the existing organizational structure. Describe any
differences between the existing organization proposed for the program,
including why and how any modifications are being made. Existing or planned
organizational relationships with existing business(es), corporation(s),
companies or subcontractors shall be completely described including
contractual relationships. Project organizational chart(s) are to be provided
showing functional relationships, key project personnel (technical and project
management), key organizational personnel (identified by name), and other
relationships. Resumes are required for key program personnel. Show percent of
time these key personnel will be dedicated to the program. Describe the
authority, functions, and responsibility of the Project Manager and his staff
with respect to corporate officials and with respect to the heads of the
offeror's functional organizations.
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b. Major Subcontractors/Relationships
----------------------------------
The Offeror will identify major subcontractors planned for employment in the
design and construction program. Indicate their general area of involvement.
Discuss methods that will be used to provide overall direction and guidance,
track progress and status, and integrate major subcontractor work with work
performed by in-house personnel. The discussion should emphasize the flow of
management accountability and the degree to which major subcontractor efforts
will be incorporated into the offeror's overall scheduling system. Provide
letters of intent that named major subcontractor(s) will be available in the
event a contract is awarded. Describe the procedures to be used to establish
schedule, technical and quality control over all subcontractors. Include
procedures for providing assistance to these subcontractors when needed.
c. Cost/Schedule Control (including Change Order Control)
------------------------------------------------------
The offeror shall provide the planned approach for compliance with internal
Cost/Schedule Control Systems Criteria (C/SCSC) requirements. This is set forth
at DFARS 252.234-7000 and 7001. This system is to be operational for any Phase
II effort. Identify existing management systems separately from modifications
proposed to meet the criteria. The offeror shall:
(1) Describe the management systems and their application in all
major functional cost areas such as engineering, manufacturing/production and
testing, as related to development of the work breakdown structure, planning,
budgeting, scheduling, work authorization, cost accumulation, measurement and
reporting of cost and schedule performance, variance analysis, and baseline
control;
(2) Describe compliance with each of the criteria, preferably by
cross referencing appropriate elements in the description of systems with the
checklist for C/SCSC contained in AFSCP/AFLCP 173-5, DARCOM-P 715-5, NAVMAT
P-5240, Cost/Schedule Control Systems Criteria Joint Implementation Guide;
(3) Identify major subcontractors, or major subcontracted effort and
in the event that major subcontractors have not been selected, what is planned
for application of the above criteria;
(4) Describe the proposed procedure for administration of the
criteria as applied to subcontractors;
(5) Describe the preparation and submittal of Cost Performance
Reports;
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(6) Describe the procedures to be used to manage the change order
process so as to provide for timely identification and adjudication of change
related problems, and to minimize the impact of so-called "constructive"
changes.
(7) If the offeror is utilizing Cost/Schedule Control Systems which
have been previously accepted or is operating such systems under a current
Memorandum of Understanding, submit evidence of such in lieu of 1 and 2 above;
d. Ouality Assurance
-----------------
The Offeror shall describe the overall management approach to Quality
Assurance (QA) in sufficient detail to demonstrate that the planned approach is
an integral part in all phases of the program. Explain the establishing,
implementing and maintaining of QA measures in order to assure the delivery of
products that fully conform to contract requirements and the specifications.
The discussion should include identification of the QA responsible positions
within the offeror's organization, the general procedures to be used for
identification and resolution of deficiencies, and a description of the
authority of the QA organization when interfacing with other departments within
the offeror's organization (e.g. production), with subcontractors/vendors, (both
in the yard and off-site locations) and with the Government and regulatory body.
e. Shipbuilding Experience
-----------------------
The Offeror shall discuss the last 5 years experiences in meeting
contractual delivery dates and justification for missed contractual delivery
dates. Provide differences between the contract delivery date (at time of
award) and actual delivery date in months (i.e. calendar days of elapsed time
divided by 30). Discuss the last 5 years experience concerning final cost of
shipbuilding programs in comparison to original cost (at contract award) and
explain the differences. If any ship program did not meet specified
performance or weight requirements, explain the situation and discuss the
cause. Discuss lessons learned from the offeror's experience.
FACTOR V - U.S. YARD FACILITIES
a. Facilities
----------
The offeror shall describe the major facilities deemed necessary to perform
the program. Include a statement that the offeror now has, or will acquire,
without cost to the Government all necessary facilities to perform the program,
or:
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(1) Indicate and estimate the cost of each of the items of industrial
facilities to be acquired.
(2) State that the offeror has, or will acquire without cost to the
Government, all other necessary facilities necessary to meet "Master Ship
Repair" (MSR) yard criteria in accordance with NAVSEAINST 4280.2B of 8 Aug 1988.
(3) List any Government owned facilities to be used in the performance
of this contract. Provide documentation supporting both the authorization to
use and availability of such facilities.
If a major facilities expansion is required (over $1 million), the offeror
must provide his plan for the expansion, including the funds required, the
source of funds, and the schedule for completion.
(A) Yard Layout - Provide a plat showing the layout of the entire yard.
-----------
Describe and give the dimensions of major facilities such as warehouses, ways,
drydock(s), platens, piers, offices, etc. The proposal should provide the
dimensions of the pier(s) at which the Strategic Sealift Ship will be located
and demonstrate that crane capacities and outreaches are adequate for all post-
launch construction efforts. Graphically indicate on this plat how construction
proceeds in general terms and in sequence (e.g. fabrication, erection,
outfitting, etc.). Provide a brief narrative of this process including a
discussion of pre-outfitting (if intended) or the structural modules and the
construction process. Provide current chart of route from yard to intended
trial areas showing sufficient depth of water for safe navigation at design load
draft (minimum of two (2) feet of clearance under the ship and appendages). If
outfitting and final loading is planned for an alternate facility, show
sufficient depth of water for safe transit to that facility at the projected
draft and then show sufficient depth of water for safe transit to intended trial
areas at trial load draft.
(B) Ways/Drydocks - Provide a brief physical description of the ways or
-------------
drydocks including alongside services and weight handling at the site where
construction will take place, to demonstrate the capacity to accommodate the
ship drydocking. Provide a comparison of the way/drydock capacity to the
requirements. The docking and handling system proposed must satisfy the
Strategic Sealift Ship specification requirements for the technical
characteristics of the ship design: principal dimensions, weights, appendages
and any other characteristics
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that affect construction ways and drydock size or capacity. If the construction
way or drydock is not currently certified, the offeror must present his plan to
obtain certification. This plan shall include any required redesign or
modification of the facilities to meet certification requirements.
(C) Shops, etc. - Provide a brief description of shop equipment and
-----------
facilities demonstrating that they are adequate and have the capacity to support
construction of the ship. Include quantitative through-put (e.g. feet of pipe
per month, tons of steel per month, etc.). This may be demonstrated in part by
comparison to prior vessels of similar size and complexity which were
constructed previously using these facilities, for the following:
. Individual production shops
. Materials storage and staging areas
. Prefabrication production and staging areas
. Crane capacity and number
. Certifiable drydock and building ways including
capacity
. Construction slabs
. Segregated equipment storage areas
. Design facilities
. Document production and storage
. Special/unique equipment
. Special tools
. Facilities for binning, packaging of outfitting items
. Test equipment for ship tests and trials
. Nucleus crew and crew familiarization facilities layout
. Employee support
. SUPSHIP facilities
. Ship berthing location
. Facilities accessibility in terms of water depth,
tides, bridges, and routes to sea
. Physical security including heavy weather protection
and security
b. Total Manpower/Utilization
--------------------------
The Offeror shall provide a detailed listing of current total yard
employment broken down by organizational element, by discipline and skill
level. Relate and compare the listing separately with estimated Strategic
Sealift Ship requirements and total known and projected work. Provide direct
labor manning curves for total yard (by trade/skill) that clearly indicates
the offeror's estimated manpower requirements for the program and all known or
projected work, assuming the award of the Strategic Sealift Ship construction,
for the duration of the effort (from detailed design through preliminary
acceptance of the ship). Indicate the scheduled time period for the ship and
the
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approximate total mandays of effort anticipated. Manpower allotted for the
program should be identified as part of the overall yard labor. Specifically
identify critical engineering, logistics, production, fabrication and assembly
manpower that are now on board and available versus those required for the
program and all other known and projected work. Discuss how additional skilled
manpower, if required, will be acquired and trained, including sources and
timeframes. Provide as evidence of ability to acquire additional skilled trade
personnel: previous manning levels achieved within the past two years
(identified by trade), planned hiring rate against past history, and/or union,
federal, state or local government labor statistics. For other than direct
labor, discuss plans for acquiring additional personnel where shortfalls are
indicated. Specifically discuss any apparent conflicts between Strategic
Sealift Ship resource requirements and other workload, citing proposed work
around techniques and rationale to be used to establish relative priorities.
Manpower projections should be expressed in equivalent man weeks based on a 40
hour work week (or if another shipyard standard is used, it should be precisely
defined.)
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D. PRICE PROPOSAL (VOLUME II) ORGANIZATION
---------------------------------------------
The Offeror shall submit price proposals in a sealed envelope along with a
signed copy of the RFP and all amendments thereto for each phase as required.
Each phase's price proposals shall be effective for one hundred-twenty (120)
days from the closing date for receipt of proposals. Offerors shall provide
pricing information for each data item of each phase. Failure to provide such
information may cause an offeror's proposal to be rejected.
SECTION I - SUMMARY PRICE DATA
PHASE I
-------
1.1 Price Summary
-------------
One price summary for CLIN 0001 shall be furnished presenting the total of
all cost elements for the total effort, not to exceed $1,200,000.00.
PHASE II
--------
1.1 Price Summary
-------------
All cost information submitted pursuant to this paragraph is for the
exclusive use of NAVSEA and shall contain the following data:
a. For each ship proposed, the Offeror shall include a price breakdown
using both of the attached NAVSEA cost accounting forms within each price
proposal copy: Unit Price Analysis -- Basic Construction NAVSEA Form 4280/2
(6-75) and Unit Price Analysis Summary (by Ship's Work Breakdown Structure)
NAVSEA Form 4280/2A (8-78). The cost breakdown by groups shall be in
accordance with the definitions on the reverse side of the NAVSEA 4280/2 form.
It is imperative when using Forms 4280/2 and 4280/2A that offerors show all
costs in October 1992 dollars. All remaining Item/Option Items will be fully
forward priced. Evaluation criteria is contained in Section M.
(1) A completed Unit Price Analysis - Basic Construction (NAVSEA
Form 4280/2 (6-75)) shall be provided for Contract Line Items 0003, 0103,
0203, 0303 and 0403.
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(2) A completed Unit Price Analysis - Basic Construction (NAVSEA Form
4280/2) and Unit Price Analysis Summary (NAVSEA 4280/2A (8-78)) by Ship's Work
Breakdown Structure shall be provided for Contract Line Items 0007, 0107, 0207,
0307 and 0407. It is imperative when using Forms NAVSEA 4280/2 and NAVSEA
4280/2A the offerors show all cost in the October 1992 dollars.
(3) The backup data, upon which the offer is based, shall be
traceable to past performance demonstrated by the offeror. If the offeror
intends to use new and innovative techniques as significant improvement in
cost, the nature of these techniques and their impact on cost or price shall
be explained and linked to current performance. Backup work sheets shall
identify non-recurring manhours and material cost for elements of design,
engineering, construction and support. The offeror's Price Proposal shall be
consistent with his Technical Proposal; differences shall be fully explained.
b. The offeror shall provide substantiation for the method used to derive
the direct labor rates such as forward pricing rate agreements, union
agreements, escalation assumptions, etc.
c. List major subcontract areas for items costing $500,000.00 or more
(e.g., joiner package, deck covering, insulation, firefighting system, cable
installation, detail design, etc.). Identify the cost for each major area of
subcontracting and the major SWBS cost group within which each major area if
subcontracting is included.
d. Each offeror shall also be prepared to submit within five (5) days,
if required by the Contracting Officer, two (2) copies of a completed Form SF
1411 for each separately priced contract line item and option item, and two
(2) copies of the cost estimate which was prepared to Offeror's own accounting
subdivisions, along with backup sheets showing, in addition to labor man-hours
and material costs, the material quantities, unit prices and cost estimating
relationships upon which the offer was based. The Contracting Officer reserves
the right to require that the submitted prices of any subcontractor or other
pertinent data also be furnished promptly upon request.
e. Any proposal which is materially unbalanced as to target prices for
the basic quantities may be rejected as unacceptable.
f. Target profit, if proposed, must be reasonable in light of the
Department of Defense profit policy set forth in the DOD FAR SUPP.
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g. Facilities Capital Cost of Money, if proposed, must be included and be
uniformly applied. If Facilities Capital Cost of Money is not proposed, such
costs shall be unallowable, and resulting contract shall include FAR Clause
52.215-31. A DD Form 1861 shall be submitted in support of any Facilities
Capital Cost of Money proposed.
h. All cost information submitted pursuant to this solicitation is for the
exclusive use of Government representatives and will be treated as business
confidential and will not be publicly disclosed, provided that, where a request
for disclosure of such cost information is submitted to the Government pursuant
to the Freedom of Information Act (5 U.S.C. 522a), the Government will not
disclose the offeror's cost information if public disclosure of such information
would substantially harm the offeror in its competitive position. In order to
protect against disclosure, the information should be enclosed in a sealed
envelop marked "COST BREAKDOWN--NOT To BE PUBLICLY DISCLOSED". Each page shall
be marked appropriately.
i. "Management cost adjustment" or similar reductions to the offeror's
proposal prices shall be supported by the same data as stated above.
j. Shipyard overhead data shall be provided in accordance with the
attached cost accounting form: Overhead Estimation Data Form dated 1/87 (SEE
Section J).
k. Give a brief outline, in each of the nine major Ship's Work Breakdown
Structure (SWBS) cost groups, of what current/past ship construction and/or
conversion and repair efforts were used as the basis to develop the manhour and
material portions of the proposal.
1. Provide a brief description of construction services estimate
development. Provide the rationale, citing recent experience which supports the
estimate in the proposal.
m. Indicate how the costs for first line supervisors are charged to either
direct labor or are included as part of overhead listed in the proposal.
Identify exactly by major SWBS cost group where this cost is charged (using
manhours or percent, as appropriate).
n. Specify whether or not a current labor agreement was used as the source
for the labor rates listed in the proposal. If not, explain the basis for the
labor rates.
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o. Provide a detailed explanation of how overhead costs used in the
proposals were developed. Describe what the overhead pool contains and outline
current workload and future workload projections, as well as contract
commitments considered in developing overhead costs.
p. Identify the fifteen largest material cost items contained in the
proposal, exclusive of those previously identified as subcontracted out, or as
spares and repair parts. Identify these items by name and number (as
applicable), cost and major SWBS group.
q. In addition, one (1) complete copy of all cost information shall be
furnished in machine readable format. This format shall be in LOTUS 1-2-3
spreadsheet Release 2.01 or ASCII format data files on IBM compatible Personal
Computer system using the MS-DOS operating system on a 360 KB 5.25" double-side
double -density disk. The spreadsheets generated shall replicate the format of
the cost tables. All cells containing derived data shall be presented together
with the formulas used to derive the data.
PHASE I AND II
--------------
1.2 Additional Financial Information
--------------------------------
Upon Contracting Officer request any or all of the following shall be
furnished to the Naval Sea Systems Command within five days:
(1) Balance Sheet and Statement of Income and Retained earnings for
the last three accounting years, prepared and certified by an independent
public accountant and including his comments and notes. If the company is
publicly held the Annual Report to stockholders will contain these statements
with certification.
(2) Interim Balance Sheet and statement of Income and Retained
Earnings for the period ending not more than sixty (60) days prior to the
proposal due date. If these statements are prepared by management, a
corporate officer must certify as follows:
"To the best of my knowledge, the accompanying Balance Sheet and
Statements of Income and Retained Earnings present fairly the financial
portion of (company) on (date) and the results of its operations
--------- ------
for the period then ended, conform with generally accepted accounting
principles applied an a basis consistent with that of the preceding
year."
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(3) For the past three years a list of fixed expenses (i.e. taxes,
leases).
(4) Company-wide cash flow projection for the period of contract
performance.
(5) Company-wide current aging of accounts receivable.
(6) Company-wide current aging of accounts payable with each account
past due ninety (90) days or more designated.
(7) Backlog and dollar value of Government and Commercial contracts
on hand.
(8) Any known contingencies which may adversely affect cash flow
during the performance period of this effort (i.e. tax liabilities, lawsuits).
(9) Any additional financial information necessary to substantiate the
offeror's price breakdown.
(1O) Letter from bank or other lending institution, regarding existing
or contemplated financing, setting forth the maximum amount available, amount
available at time of the bid or proposal, terms and conditions of the loan and
any restrictions imposed by the terms thereof.
(11) A Corporate Guarantee from the Corporate Parent Company of the
Offeror. Such Guarantee, to be submitted in a form acceptable to the
Government, shall provide for the unconditional guarantee by the Corporate
Parent of the full and faithful performance of the contract by its subsidiary.
The Contracting Officer nay request such a Guarantee of the apparent low
offeror prior to award based on the Offeror's financial condition.
1.3. Coginizant DCAA and ACO Offices
-------------------------------
If known, the address and telephone number of the cognizant Defense
Contract Audit Agency office and Administrative Contracting Officer shall be
furnished in this section.
1.4. Other Information
-----------------
Each offeror shall submit and negotiate a Small Business and Small
Disadvantaged Business Subcontracting Plan which addresses separately
subcontracting with small business concerns and small disadvantaged business
concerns. This plan should be of the form and content described in the clause
of this solicitation entitled "SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
SUBCONTRACTING PLAN" (FAR 52.219-9), and shall be included in and made a part
of
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the resultant contract. The plan shall be negotiated within the time specified
by the Contracting Officer. Failure to submit and negotiate the Subcontracting
Plan shall make the Offeror ineligible for award of a contract. This
requirement does not apply to small business concerns.
SECTION II - COMPLETED RFP AND ALL AMENDMENT
--------------------------------------------
Phase I and II: This section shall consist of the entire solicitation itself,
- ---------------
signed and completed by the offeror and the Small and Small Disadvantaged
Business Plan. The offeror shall complete all certifications and
representations in the solicitation.
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SECTION M: EVALUATION FACTORS FOR AWARD
A. GENERAL:
- -------------
1. Your attention is directed to FAR 52.215-16 in Section L entitled "CONTRACT
AWARD," which provides that: "The Government will award a contract(s) resulting
from this solicitation to the responsible offeror(s) whose offer(s) conforming
to the solicitation will be most advantageous to the Government, cost or price
and other factors specified elsewhere in this solicitation considered." This
section contains the specific evaluation factors for award of a contract or
contracts pursuant to this solicitation.
2. Offerors are advised that the Government intends to make award(s) on the
basis of initial proposals without conducting discussions with offerors, but
reserves the right to conduct discussions if determined by the Contracting
Officer to be necessary (see paragraph (c) of FAR 52.215-16). Therefore, each
initial offer should contain the offeror's best terms from a cost or price and
technical standpoint.
3. Evaluation of the identified option items will not obligate the Government
to exercise any such option. Any proposal which is materially unbalanced as to
the proposed prices for the basic and option item(s), or as to the prices for
different option quantities, may be rejected as unacceptable. An unbalanced
proposal is one that is based on prices which are significantly less than cost
for some work and prices which are significantly overstated for other work.
4. Offerors are cautioned that failure of the price proposal for detail design
and construction (Phase II) to fully reflect the effort described in the
technical proposal may be grounds for the Government to determine that the
offeror does not adequately understand the effort required under the proposed
contract and may result in a determination that the proposal is unacceptable.
Offerors are further cautioned that submission of a price proposal for detail
design and construction which is determined by the Government to be
unrealistically low, when considered in conjunction with the offeror's financial
condition, may result in a negative responsibility determination by the
Contracting Officer.
5. Award will be made only to an offeror or offerors whose proposal(s) is
(are) determined to be technically acceptable. Only one offer for each shp
construction quantity will be accepted from each offeror. Alternative proposals
will not be accepted by the Government. Additionally, offerors are advised that
the Government will not evaluate any information not
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contained within the body of the proposal. Letters of transmittal and/or cover
letters that forward the proposal to the Government are not considered part of
the body of the proposal. Offers for Engineering Design (Phase I) and Detail
Design and Construction (Phase II) effort will be accepted only from U.S.
shipyards.
6. All contracts awarded pursuant to either Phase I or Phase II of this
solicitation need not be awarded concurrently. The Government reserves the
right to award contracts at different times.
B. ENGINEERING DESIGN (PHASE I):
- ----------------------------------
1. Listed below are the categories which will be evaluated by the Government
in selecting a source or sources for performance of the Phase I (Engineering
Design) effort described in CLIN 0001 of Section C of this solicitation.
a. Technical; and
b. Price
2. The Government's evaluation of each offeror's Technical Proposal will be
based on the factors and sub-factors listed below and described in that portion
of Section L of this solicitation entitled "PROPOSAL INSTRUCTIONS TO OFFERORS",
specifically, the portion of Part C thereof entitled "ENGINEERING DESIGN
PROPOSAL".
a. Technical Approach
1) Construction/Technical Approach
a) Engineering Design
b) Test and Trials Approach
c) Producibility
b. Logistics Approach
a) Organizational Approach
c. Management Approach
a) Overall Approach to Management/Organization
b) Management Experience and Performance
d. U.S. Yard Facilities
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The Government's evaluation and determination of technical acceptability shall
be made in accordance with the following definitions:
Acceptable: The offeror's proposal meets all requirements of the
-----------
solicitation; any deficiencies in the offeror's proposal are considered
to be minor. In those cases where the offeror's construction approach
is innovative as described in Section L under Phase I, Factor I,
American Bureau of Shipping Certification of Acceptability will be
accepted as evidence that the proposed approach is technically
acceptable.
Unacceptable: The offeror's proposal does not satisfy the solicitation
-------------
requirements, contains major weaknesses, omits information needed to
determine whether the proposal meets the solicitation requirements,
contains information that is erroneous or contradictory to the
solicitation requirements, or otherwise fails to satisfy the minimum
requirements of the solicitation, and (if the Government chooses to
---
hold discussions) the proposal cannot be made acceptable without
significantly changing the proposal.
Offerors are cautioned that an unacceptable evaluation in any single factor or
sub-factor may result in a Technical Proposal which is determined to be
unacceptable.
3. The Government will evaluate each offeror's pricing proposal to assure that
the offeror's proposed firm fixed price for performance of the effort delineated
under CLIN 0001 of this solicitation does not exceed the Limitation specified in
Section L for performance of Engineering Design (Phase I) (i.e., $1,200,000.00).
4. BASIS FOR AWARD:
----------------
The Government intends to award multiple contracts for performance of
Engineering Design (Phase I) effort. A contract for performance of Phase I
effort will be awarded to each responsible offeror whose proposal is responsive
to the solicitation and has been determined to be technically acceptable, and
whose proposed firm fixed price for CLIN 0001 does not exceed the limitation
specified in Section L for performance of Engineering Design (Phase I) (i.e.,
$1,200,000.00).
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C. DETAIL DESIGN AND CONSTRUCTION (PHASE II):
------------------------------------------
1. This section explains the Government's evaluation of proposals for award
of a contract or contracts for Detail Design and Construction of Strategic
Sealift Ships (Phase II). This evaluation will include each offeror's
Technical and Pricing Proposal for performance of the Detail Design and
Construction effort set forth in CLINs 0003-0011 and option CLINs 0012-0412 of
this solicitation, and the Contract Design and related documentation developed
---
by each offeror during Engineering Design (Phase I). Failure of an offeror to
submit complete, acceptable Phase I Engineering Design documentation will
result in that offeror's Phase II proposal being evaluated as technically
unacceptable. SUBMISSION OF PHASE I ENGINEERING DESIGN DOCUMENTATION AND
RECEIPT OF PROPOSALS FOR DETAIL DESIGN AND CONSTRUCTION SUBSEQUENT TO THE DATE
AND TIME ESTABLISHED BY THE CDRL, ATTACHMENT J-5, WILL BE SUBJECT TO THE
PROVISIONS OF FAR 52.215-10, ENTITLED "LATE SUBMISSIONS, MODIFICATIONS AND
WITHDRAWALS OF PROPOSALS (DEC 1989)."
2. TECHNICAL EVALUATION:
---------------------
The Government will evaluate each offeror's Technical Proposal and
associated Contract Design and related documentation based upon the factors
and sub-factors set forth below. The Government's evaluation and determination
of acceptability shall be made in accordance with the definitions set forth in
paragraph B.2, above. Offerors are again cautioned that an unacceptable
evaluation in any single factor or sub-factor may result in the offeror's
Phase II proposal being evaluated as technically unacceptable overall.
I. Ship Characteristics - The offeror's proposed contract design and related
--------------------
documentation (i,.e. Phase I output) must satisfactorily indicate that each
vessel constructed to that design will satisfy all minimum design and
---
performance parameters set forth in the COR, including but not limited to speed,
cargo area and endurance.
II. Technical Approach - The offeror's proposal must be evaluated as being
------------------
acceptable in each of the sub-factors listed below and described in Phase II,
Section L of this solicitation. Acceptability will be determined in accordance
with the definitions provided in paragraph B.2., above. Offerors are cautioned
that an unacceptable evaluation in any single sub-factor may result in a
Phase II Proposal which is determined to be technically unacceptable overall.
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<PAGE>
a) Detail Design
b) Major Milestones (Key Events) Schedule
c) Noise Control
d) Test and Trials Approach
e) Weight and Moment Control
III. Logistics Approach - The offeror's proposal must be evaluated as being
------------------
acceptable in each of the sub-factors listed below and described in Phase II,
Section L of the solicitation. Acceptability will be determined in accordance
with the definitions provided in paragraph B.2., above. Offerors are cautioned
that an unacceptable evaluation in any single sub-factor may result in a Phase
II proposal which is determined to be technically unacceptable overall.
a) Organization and Approach
b) Data Management
c) Material Management/Outfitting
d) Configuration Management/Standardization
e) Computer Aided Logistics Systems (CALS)
IV. Management Capability - The offeror's proposal must be evaluated as being
---------------------
acceptable in each of the sub-factors listed below and described in Phase II,
Section L of the solicitation. Acceptability will be determined in accordance
with the definitions provided in paragraph B.2., above. Offerors are cautioned
that an unacceptable evaluation in any single sub-factor may result in a
Phase II proposal which is determined to be technically unacceptable overall.
a) Overall Approach to Management/Organization
b) Major Subcontractors/Relationships
c) Cost/Schedule Control (including Change Order Control)
d) Quality Assurance
e) Shipbuilding Experience
V. U.S. Yard Facilities - The Offeror shall demonstrate that it is a U.S.
--------------------
shipyard with the capability and facilities to successfully complete
construction, and that all work required to construct such ship(s) will be
accomplished in the United States. Specifically, the offeror shall demonstrate
that it possesses the facilities/capabilities necessary to satisfy the
requirements of NAVSEAINST 4280.2B of 8 Aug 1988, less enclosure (2).
in addition, the offeror's proposal must be evaluated as being acceptable in
each of the sub-factors listed below and described in Phase II, Section L of the
solicitation. Acceptability will be determined in accordance with the
definitions provided in paragraph B.2., above. Offerors are cautioned that an
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<PAGE>
unacceptable evaluation in any single sub-factor may result in a Phase II
proposal which is determined to be technically unacceptable overall.
a) Facilities
b) Total Manpower/Utilization
3. BEST VALUE AND COST TRADE-OFFS
------------------------------
Based upon the total quantity of ships to be procured pursuant to this
solicitation, the Navy will award a contract or contracts in that combination
which offers the Navy the "best value", in accordance with the considerations
set forth below.
Determination of the total quantity of construction ships which the Navy will
procure under this solicitation will be based upon the considerations described
in paragraph 4.a., below. In determining "best value" the Navy will consider
the following factors listed below in descending order of importance:
Proposed Prices
Selected Ship Characteristics
Operation and Support Cost
Within Selected Ship Characteristics, square footage of RO/RO decks is
significantly more important than either speed or range.
I. Proposed Prices:
----------------
(a) Experience in Navy programs indicates that a contract awarded to a
contractor submitting an unrealistically low price proposal (whether resulting
from a decision on the part of the contractor to submit a price below
anticipated costs; from inaccurate, incorrect or improper assumptions in the
cost, technical, or other areas or from a lack of understanding of the contract
requirements; from other circumstances) may cause problems for the Navy as well
as the contractor during contract performance. Accordingly, should the Navy, in
the exercise of its judgment, determine that the proposed target price for CLINs
0003, 0103, 0203, 0303 and/or 0403 is unrealistically low, the Navy will not use
the proposed target price for purposes of arriving at a total evaluated price,
but will use, instead, an "Estimated Final Price to the Government" for CLINs
0003, 0103, 0203, 0303 and/or 0403, calculated in accordance with paragraphs
(b) and (c), below.
(b) In the event the Navy determines that an offeror's proposed target
prices for CLINs 0003, 0103, 0203, 0303 and/or 0403, are unrealistically low, a
detailed review of the offeror's pricing proposal will be made to assess and
evaluate the realism of the offeror's proposed target prices. The Government
will
220
<PAGE>
evaluate the realism of this target price by considering the offeror's proposed
labor hours, labor rates, material costs burden rates and other costs in light
of data available to the Contracting Officer, including the relationship of such
proposed labor hours and costs to the effort described in the offeror's
technical proposal, the degree of technical and cost risk associated with the
offeror's proposed Contract Design, and Government estimates for: (1) direct
labor hours, (2) material costs, (3) direct labor costs, (4) overhead and G&A
costs, and (5) any other costs which are likely to be incurred by the offeror
in performance of the requirements of the solicitation.
(c) On the basis of the above analysis, for evaluation purposes, the
Government will calculate an "Estimated Final Price to the Government" for CLINs
0003, 0103, 0203, 0303 and/or 0403 in accordance with the clause entitled
"Incentive Price Revision (Firm Target) (FI) (90-1)", provided, however, that
such estimated Final Price to the Government shall not exceed the offeror's
proposed Ceiling Price.
NOTE: Evaluation will be based upon an "Estimated Final Price to the
Government" ONLY in the event the Government determines that the offeror's
proposed target prices for CLINs 0003, 0103, 0203, 0303 and/or 0403 are
unrealistically low.
(d) For each designated quantity of ship constructions the Government will
determine a Total Evaluated Price for each offer by adding together the
following amounts:
(1) The proposed target price or the Estimated Final Price to the
Government for CLINs 0003, 0103, 0203, 0303 and 0403;
(2) the proposed fixed price for CLINs 0007, 0107, 0207, 0307 and 0407;
(3) the proposed fixed price for CLINs 0010, 0110, 0210, 0310 and 0410;
(4) the total price for CLINs 0012, 0112, 0212, 0312 and 0412; and
(5) (for evaluation purposes only) the sum of the associated rental
charges (if any) for use of Government facilities, special tooling and
special test equipment, as specified by each offeror, calculated in
accordance with FAR 52.245-9, "USE AND CHARGES (APR 1984)".
221
<PAGE>
II. Selected Ship Characteristics:
------------------------------
The Contractor may improve his competitive position by proposing a ship
which exceeds the Navy's minimum requirements for the following ship
characteristics, as defined in Attachment J-1:
(a) Square Footage of RO/RO Decks: The minimum enclosed square footage of
------------------------------
RO/RO decks is 300,000 square feet and the minimum overall square footage is
380,000 square feet. The offeror may significantly improve his competitive
position by proposing a ship which has square footage of RO/RO decks in excess
of the minimum. The evaluation of this item will be such that a contractor
improves his competitive position by proposing a ship which has the lowest Total
Evaluated Price plus O&S cost per square foot of overall RO/RO decks.
(b) Speed: The minimum speed is 24 knots at the draft at the design load
------
departure condition @ 90% of the installed engine ratings (maximum continuous
rating (MCR)). The offeror can marginally improve his competitive position by
proposing a ship which has a speed in excess of the minimum.
(c) Range: The minimum range is 12,000 nautical miles. The offeror may
------
marginally improve his competitive position by proposing a range in excess of
the minimum up to 17,500 nautical miles.
III. Operation and Support (O&S) Cost:
---------------------------------
O&S costs for a 40 year period, to include fuel consumption and maintenance
costs as defined in Attachment J-1, shall be considered. To reflect the fact
that a dollar of the contract final price is significantly more important than a
dollar of expected O&S cost, the calculated O&S cost will be factored downward
to arrive at an Evaluated O&S cost which will be added to the Total Evaluated
Price for purposes of proposal evaluation. For purposes of calculating fuel
consumption costs, the Navy will utilize the prevailing rates used in
Charleston, South Carolina.
4. BASIS FOR AWARD
---------------
a. Based upon circumstances prevailing at the time of the contemplated
authorization of Phase II contract(s), the Government will determine the total
quantity of Strategic Sealift Ships it will procure pursuant to this
solicitation. In making this determination, the Government will consider the
provisions of section 8117 of the Department of Defense Appropriations Act
1992 (P.L. 102-172), any other funding constraints in effect at that time, the
total amount of funding expected to be available
222
<PAGE>
for the Strategic Sealift program, and a trade-off analysis comparing the
evaluated acquisition costs and expected life cycle costs of the new
construction ships with that of conversion ships.
b. It is the intent of the Government to award either one (1), two (2)
or three (3) contracts for construction of Strategic Sealift Ships pursuant to
this solicitation depending upon the total number of Strategic Sealift Ships
the Government decides to procure pursuant to this solicitation, in accordance
with paragraph a., above. Awards will be based upon that combination of offers
which is determined to offer the "best value" to the Government, as described
in paragraph 3., above, for the total quantity of ships to be procured.
1) In the event the Government determines that a total of 6 ships
(including option ships) are to be procured, the Government will award a
single contract to the responsible offeror whose proposal is determined to
offer the "best value" to the Government, as discussed in paragraph 3,
above. The contract will provide for the Detail Design and Construction
of up to six (6) Strategic Sealift Ships (i.e., a basic quantity of one
(1) ship, with options for up to five (5) additional ships), as
specified in "Offer A".
2) In the event the Government determines that a total of twelve
(12) ships (including option ships) are to be procured, the Government
will either:
(i) award two contracts, each of which will provide for the Detail
Design and Construction of up to six (6) ships (i.e., a basic quantity of one
(1) ship, with options for up to five (5) additional ships), as specified in
"Offer A"; or
(ii) award one contract for the Detail Design and Construction of
up to twelve (12) ships (i.e., a basic quantity of two (2) ships with options
for up to ten (10) additional ships), as specified in "Offer B".
The Government will evaluate possible award scenarios of 2 "Offer A"
contracts against possible award scenarios of one "Offer B" contract. The
Government will make awards based upon that combination of offers which is
determined to offer the "best value" to the Government, as described in
paragraph 3., above.
3) The possibility also exists that the Government may determine that a
total of eighteen (18) ships (including option ships) should be procured
pursuant to this solicitation. In this event, the Government will either:
223
<PAGE>
(i) award three contracts, each providing for the Detail Design and
Construction of up to six (6) ships (i.e., 1 ship basic and up to 5 option
ships), as specified in "Offer A"; or,
(ii) award one contract for the Detail Design and Construction of up to
six (6) ships (i.e., one ship basic and up to 5 option ships), as specified in
"Offer A", and one contract for the Detail Design and Construction of up to 12
ships (i.e., 2 ships basic and up to 10 option ships), as specified in "Offer
B".
The Government will evaluate possible award scenarios of 3 "Offer A"
contracts against possible award scenarios of one "Offer A" contract and one
"Offer B" contract. The Government will make awards based upon that
combination of offers which is determined to offer the "best value" to the
Government, as described in paragraph 3., above.
c. To be considered for award, an offeror must have successfully completed
performance of the Engineering Design (Phase I) effort set forth in Section C,
under CLIN 0001 of this solicitation, must have submitted a proposal for Detail
Design and Construction (Phase II) effort that conforms to the requirements of
CLINs 0003-0012 (including all option requirements) of this solicitation and has
been determined to be technically acceptable in accordance with paragraph B.2.,
above, and must be determined to be responsible in accordance with FAR 9-104.
The Government will authorize performance of Phase II effort for Detail Design
and Construction of Strategic Sealift Ships in that award scenario which results
in the best value to the Government, as described in paragraph 3, above, and
satisfies the intent of providing sealift assets to perform the prepositioning
function.
d. Notwithstanding the results of the "best value" evaluation, as
described in paragraph 3, above, in the event the Government determines that
either twelve (12) or eighteen (18) ships are to be procured pursuant to this
solicitation, the Government reserves the right to make multiple contract
awards on the basis of industrial mobilization considerations. If the
Government determines that awards should be made based upon industrial
mobilization consideration, an assessment will be made by the Government to
determine that award pattern which will best serve the interests of the
national defense in maintaining an adequate shipbuilding industrial
mobilization base.
224
<PAGE>
c. To be considered for award, an offeror must have successfully completed
performance of the Engineering Design (Phase I) effort set forth in Section C,
under CLIN 0001 of this solicitation, must have submitted a proposal for Detail
Design and Construction (Phase II) effort that conforms to the requirements of
CLINs 0003-0012 (including all option requirements) of this solicitation and has
been determined to be technically acceptable in accordance with paragraph B.2.,
above, and must be determined to be responsible in accordance with FAR 9-104.
The Government will authorize performance of Phase II effort for Detail Design
and Construction of Strategic Sealift Ships in that award scenario which results
in the best value to the Government, as described in paragraph 3, above, and
satisfies the intent of providing sealift assets to perform the prepositioning
function.
d. Notwithstanding the results of the "best value" evaluation, as
described in paragraph 3, above, in the event the Government determines that
either twelve (12) or eighteen (18) ships are to be procured pursuant to this
solicitation, the Government reserves the right to make multiple contract
awards on the basis of industrial mobilization considerations. If the
Government determines that awards should be made based upon industrial
mobilization consideration, an assessment will be made by the Government to
determine that award pattern which will best serve the interests of the
national defense in maintaining an adequate shipbuilding industrial
mobilization base.
225
<PAGE>
ABS ALABAMA SHIPYARD, INC.
Attn: JAMES J. TURNER Attn: E. C. MCCORMICK, JR.
2011 CRYSTAL DRIVE P.O. BOX 3201
SUITE 903 MOBILE, AL 36652
ARLINGTON, VA 22202
ALLIED MARINE SERVICES, INC. ALLISON GAS TURBINE DIVISION, GMC
Attn: BRIAN SIEGEL Attn: JEFF MILES
659 SOUTH WASHINGTON STREET 1530 WILSON BLVD.
ALEXANDRIA, VA 22314 SUITE 250
ARLINGTON, VA 22209-2453
AMERICAN OVERSEAS MARINE CORP. AMFELS
Attn: G. I. KNOWLES Attn: EDWARD A. PUNCH, SR.
116 EAST HOWARD STREET 5177 RICHMOND AVENUE
QUINCY, MA 02169 SUITE J188
HOUSTON, TX 77056
AVONDALE INDUSTRIES, INC. BATH IRON WORKS CORP.
Attn: GARY L. JAYNE Attn: DON R. CHAPPELL
2711 JEFFERSON DAVIS HWY 700 WASHINGTON STREET
SUITE 903 BATH, ME 04530
ARLINGTON, VA 22202
BETHLEHEM STEEL CORP. BIRD-JOHNSON COMPANY
Attn: MARKETING DEPT. Attn: NICHOLAS M. BAKER
SPARROWS POINT YARD 2231 CRYSTAL DRIVE
SPARROWS POINT, MD 21219 ARLINGTON, VA 22202
CATERPILLAR INC. DESIGNERS & PLANNERS, INC.
DEFENSE & FEDERAL PRODUCTS Attn: CARLOS TOMASSONI
Attn: ROGER M. JARMON 2611 JEFFERSON DAVIS HWY
1730 PENNSYLVANIA AVE, N.W. SUITE 3000
WASHINGTON, DC 20006 ARLINGTON, VA 22202
DIVERSIFIED TECHNOLOGIES DOUGLAS MARINE
Attn: JERRY FLYNN Attn: PETER HLEDIN
812 LIVE OAK DRIVE P.O. BOX 167
CHESAPEAKE, VA 23320 GRAND HAVEN, MI 49417-0167
<PAGE>
FRYLING TECHNICAL SERVICES GENERAL ELECTRIC
Attn: JOHN L. FRYLING NAVY & MARINE SALES
3435 WILSON BLVD Attn: F. W. MITCHELL
ARLINGTON, VA 22201 1331 PENNSYLVANIA AVE. N.W.
STE 825 N.
WASHINGTON, DC 20004
GENERAL DYNAMICS GEORGE G. SHARP, INC.
ELECTRIC BOAT DIVISION Attn: ROBERT H. KIEFER
Attn: E. J. BEHNEY, JR. 100 CHURCH STREET
75 EASTERN POINT ROAD NEW YORK, NY 10007
GROTON, CT 06340-4989
GIBBS & COX INC. GOVERNMENT CONTRACT SERVICES, INC.
Attn: GARY MOORE Attn: BARBARA PURGERT
1235 JEFFERSON DAVIS HWY P.O. BOX 31418
SUITE 700 INDEPENDENCE, OH 44131
ARLINGTON, VA 22202
HALTER MARINE, INC. HARNISCHFEGER CORP.
Attn: ANIL RAJ Attn: M. DOMINIAK
P.O. BOX 3029 P.O. BOX M-2015
GULFPORT, MS 39505 MILWAUKEE, WI 53201
HEMISPHERE DEVELOPMENT SERVICES IMA ASSOCIATES, INC.
Attn: THOM M. ORNDORFF Attn: JOANN MCCAUL
2210 WAKEFIELD STREET 600 NEW HAMPSHIRE AVE, N.W.
ALEXANDRIA, VA 22308 SUITE 140
WASHINGTON, DC 20037
INGALLS SHIPBUILDING, INC. JERED BROWN BROTHERS
Attn: D. W. SHARER 2001 JEFFERSON DAVIS HWY
P.O. BOX 149 SUITE 206
PASCAGOULA, MS 39568-0149 ARLINGTON, VA 22202
JJH INC. JOHN J. MCMULLEN ASSOCIATES, INC.
Attn: T. J. BROOME Attn: I. C. KIZIKAYA
5400 SHAWNEE ROAD 2341 JEFFERSON DAVIS HWY
SUITE 300 SUITE 715
ALEXANDRIA, VA 22312 ARLINGTON, VA 22202
<PAGE>
JOHN SEXTON & ASSOCIATES, INC. KEITH CHARTERING, INC.
Attn: MICHAEL SEXTON Attn: THOMAS B. GALLAGHER
821 FRANKLIN AVENUE 47 ARCH STREET
SUITE 208 GREENWICH, CT 06830
GARDEN CITY, NY 11530
KVAERNER MASA MARINE INC. MACOR MARINE SYSTEMS INT'L, INC.
Attn: HARRY NEUSTEIN Attn: ARIJ DE LIGT
140 RIVERSIDE DRIVE 317-J SOUTH WESTGATE DRIVE
NEW YORK, NY 10024 GREENSBORO, NC 27407
MAN GHH CORP. MARITECH, INC.
Attn: EDWARD E. DOLLMEYER Attn: L. VASSILOPOULOS
P.O. BOX 6178 1072 MASSACHUSETTS AVENUE
ANNAPOLIS, MD 21401 ARLINGTON, MA 02174
NATIONAL STEEL & SHIPBUILDING, CO. NEWPORT NEWS SHIPBUILDING
Attn: JIM TIMENAK Attn: MIKE SHAWCROSS
HARBOR DRIVE & 28TH STREET 2711 JEFFERSON DAVIS HWY
POB 85278 SUITE 1100
SAN DIEGO, CA 92186-5278 ARLINGTON, VA 22202
OAK HARBOR TECHNICAL MARINE, INC. OCEANIC ELECT. MFG. CO., INC.
Attn: TRAVIS E. SHORT Attn: GREG SANFORD
P.O. BOX 570 23 FONTANA LANE
MOSS POINT, MS 39562-8570 SUITE 112
BALTIMORE, MD 21237-4606
PDI CORP. PER SPEX JOINER, INC.
Attn: C. J. RUBIS Attn: CURT BAUNSGARD
180 ADMIRAL COCHRANE DRIVE 14310 S.E. 49TH STREET
ANNAPOLIS, MD 21401 BELLEVUE, WA 98006-3147
PPM P&H CRANES INC. PROFESSIONAL SERVICES INT'L, INC.
Attn: VIKAS O. CHAND Attn: VICTOR FAILMEZGER
2828 PENNSYLVANIA AVENUE 800 CONNECTICUT AVENUE
SUITE 500 SUITE 700
NW, WASHINGTON, DC 20007 WASHINGTON, DC 20006
<PAGE>
QUANTIC ENGINEERING & LOGISTICS SHIPBUILDERS COUNCIL OF AMERICA
Attn: MICHAEL F. KOLESAR Attn: RICHARD W. THORPE
P.O. BOX 20066 4301 N. FAIRFAX DRIVE
PANAMA CITY, FL 32407-0066 SUITE 330
ARLINGTON, VA 22203
SOUTHWEST MARINE, INC. TAMPA SHIPYARDS INC.
PROPOSAL DEPARTMENT Attn: STUART M. NOVAK
Attn: ROY C. SMITH P.O. BOX 1277
FOOT OF SAMPSON STREET TAMPA, FL 33601
SAN DIEGO, CA 92170-3308
TECHMATICS, INC. TECHMEDIA CORP.
Attn: JON J. BUDER Attn: JOHN MCCOSKER SR.
2231 CRYSTAL DRIVE 121 NORTH ORIANNA STREET
SUITE 1000 PHILADELPHIA, PA 19106
ARLINGTON, VA 22202
TECHNICAL DEVELOPMENT THE LOS ANGELES SHIPYARD CORP.
Attn: R. J. CHENEY Attn: DANIEL T. WIEBEL
6610 - 235TH SW 725 BATTERY STREET
MOUNTLAKE TERRACE, WA 98043 SUITE D
SAN PEDRO, CA 90731
TRANTER, INC. VIBTECH, INC.
Attn: DONALD A. WALLACE Attn: VIRGINIA K. LORENC
1054 CLAUSSEN ROAD BOX 435
SUITE 314 NORTH KINGSTOWN, RI 02852
AUGUSTA, GA 30907
WESTECH GEAR CORP. CDI MARINE COMPANY
Attn: MICHELLE TOTTEN ATTN: JAMES C. GIBSON
2600 EAST IMPERIAL HIGHWAY 9487 REGENCY SQUARE BLVD
LYNWOOD, CA 90262 SUITE 500
JACKSONVILLE, FL 32225
<PAGE>
AWARD/CONTRACT
1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES
UNDER DPAS (15 CFR 350) > DO-AC 1 157
2. CONTRACT (PROC. INST. IDENT.) NO.
N00024-94-C-2200
3. EFFECTIVE DATE
See Blk 20C
4. REQUISITION PURCHASE REQUEST/PROJECT NO.
N00024-93-NR-93409
5. ISSUED BY CODE N00024
NAVAL SEA SYSTEMS COMMAND
BUYER/SYMBOL: Lt. Bob Cox
2531 JEFFERSON DAVIS HWY
ARLINGTON, VA 22242-5160
PHONE: Area Code 703/602-3102/3
6. ADMINISTERED BY (If other than Item 5) CO DE N63124
CRITICALITY DESIGNATOR:
SUPSHIP New Orleans
New Orleans, LA 70142
7. NAME AND ADDRESS OF CONTRACTOR
(No., street, city, county, State and ZIP Code)
CEC NO:
Avondale Industries, Inc.
Shipyards Division
P.O. Box 50280
TIN NO.
CAGE CODE ICC97 FACILITY CODE
8. DELIVERY
(X) FOB ORIGIN ( ) OTHER (See below)
9. DISCOUNT FOR PROMPT PAYMENT
10. SUBMIT INVOICES > ITEM 12
(4 copies unless otherwise specified) DCAA New
TO ADDRESS SHOWN IN Orleans
11. SHIP TO/MARK FOR CODE
See Section F
12. PAYMENT WILL BE MADE BY CODE
Defense Finance and Accounting Center
1931 Crystal Mall, Bldg 3
Washington, D.C. 20371-5280
13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION
(X) 10 u.s.c. 2304(c)( ) ( ) 41 u.s.c. 253(c)( )
14. ACCOUNTING AND APPROPRIATION DATA
See Attached Financial Acctg Data Sheet
15A ITEM NO. 15 B SUPPLIES/SERVICES 15C QUANTITY
See Section B
15D UNIT 15E UNIT PRICE 15F AMOUNT
15G. TOTAL AMOUNT OF CONTRACT $257,512,954.00
16. TABLE OF CONTENTS (NOT APPLICABLE)
CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
17. ( ) CONTRACTOR'S NEGOTIATED AGREEMENT
(Contractor is required to sign this document and return __________ copies to
issuing office.) Contractor agrees to furnish and deliver all items or perform
all the services set forth or otherwise identified above and on any
continuation sheets for the consideration stated herein. The rights and
obligations of the parties to this contract shall be subject to and governed
by the following documents: (a) this award/contract, (b) the solicitation, if
any, and (c) such provisions, representations, certifications and
specifications as are attached or incorporated by reference herein.
(Attachments are listed herein.)
18. ( X ) AWARD (Contractor is not required to sign this document.)
Your offer on Solicitation Number N00024-93-R-2210
including the additions or changes made by you which additions or changes are
set forth in full above, is hereby accepted as to the items listed above and
on any continuation sheets. This award consummates the contract which consists
of the following documents: (a) the Government's solicitation and your offer,
and (b) this award/contract. No further contractual document is necessary.
19A. NAME AND TITLE OF SIGNER (Type or print]
19B. NAME OF CONTRACTOR
BY
----------------------------------------
(Signature of person authorized to sign)
19C. DATE SIGNED
20A. NAME OF CONTRACTING OFFICER
S. J. BOURBEAU
Contracting Officer
20B. UNITED STATES OF AMERICA
BY
----------------------------------
(Signature of Contracting Officer)
20C. DATED SIGNED
12 OCTOBER 1993
NSN 7540-01-152-8069 25-106 STANDARD FORM 26 (REV. 4-85)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.214(a)
*U.S. GOVERNMENT PRINTING OFFICE: 1983 0-380-498(91)
<PAGE>
SECTION B: SUPPLIES OR SERVICES AND PRICES/COST
<TABLE>
<CAPTION>
ITEM SUPPLIES AND/OR SERVICES
- ---- ------------------------
<S> <C> <C>
0001 Design, construct, test, outfit and deliver LSD 52 (LSD 41 Class Dock
Landing Ship (Cargo Variant))
(FY 93)
Target Cost $220,326,718
------------
Target Profit $ 27,270,874
------------
Target Price $247,597,592
------------
Ceiling Price (120% or Target Cost) $264,392,062
------------
Share 50/50 over and under Target Cost
0002 Data for Item 0001 in accordance with Attachment J-2, DD Form 1423,
Exhibits A and B attached hereto. Not separately priced. Price to be
included in price of Item 0001
0003 Familiarization (Firm Fixed Price)
LSD 52 FT (See Note B) $ 471,460
------------
0004 Data for Item 0003 in accordance with Attachment J-2, DD Form 1423,
Exhibits A and B attached hereto. Not separately priced. Price to be
included in price of Item 0003.
0005 Technical Manuals - LSD 52 (Firm Fixed Price) (See Note B) $ 633,863
------------
0006 Data for Item 0005 in accordance with Attachment J-2, DD Form 1423,
Exhibit B attached hereto. Not separately priced. Price to be included
in price of Item 0005.
0007 Provide COSAL material in accordance with Special Contract Requirement
H-24 "REPAIR PARTS, SPECIAL TOOLING AND EQUIPMENT". (Exhibit
identifiers "BA" through "BZ" are assigned for use with Item 0007.)
(See Note B) $ 8,500,000
------------
0008 Perform Special Studies, Analyses, and Reviews in accordance with Special
Contract Requirement H-25, "PROVISION OF ENGINEERING SERVICES." (Exhibit
identifiers "CA" through "CZ" are assigned for use with Item 0008.) (See
Note B)
$ 250,000
------------
</TABLE>
2
<PAGE>
ITEM SUPPLIES AND/OR SERVICES
- ---- ------------------------
<TABLE>
<S> <C> <C>
0009 Perform Engineering and Industrial Services in accordance with Special
Contract Requirement H-20, "ORDERS." (Exhibit identifiers "DA through
"DZ" are assigned for use with Item 0009.) (See Notes B and C)
$ 25,000
------------
0010 IGES Format SSR Drawings (Firm Fixed Price) (See Notes A and B)
$ 35,039
------------
0011 Data for Item 0010 in accordance with Attachment J-2, DD FOrm 1432,
Exhibits A and B attached hereto. Not separately priced. Price to be
included in price of Item 0010.
</TABLE>
NOTE A: Option Item to which Special Contract Requirement B-4, "OPTIONS," is
- -------
applicable and which is to be supplied only if, and to the extent, said option
is exercised.
NOTE B: These items are firm price items. Under Section H, Special Contract
- -------
Requirements, H-4 "COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)," H-9
"PAYMENTS," H-3 "PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW," B-1
"COMPENSATION," and Section I clause entitled "INCENTIVE PRICE REVISION (FIRM
TARGET)" are not applicable. Far 52.232-16, "PROGRESS PAYMENTS" (JUL 1991)", as
set forth in section I-1 applies.
NOTE C: Minimum quantity in accordance with Special Contract Requirement H-20,
- -------
"ORDERS."
NOTE D: The total amount obligated on this contract at the time of contract
- -------
award is $257,512,954, which represents $247,597,592 for the Target Price of
------------ -----------
Item(s) 0001 and the Firm Fixed-Price of Item(s) 0003, 0005, 0007, 0008, 0009,
---- -----------------------------
and 0010 _________________________, plus $21,358,000 for payment of
- -------- -----------
compensation adjustments. See Attachments J-14-A and J-14-B.
3
<PAGE>
SECTION B: ADDITIONAL REQUIREMENTS
B-1 COMPENSATION (FI) (NAVSEA) (JAN 1990)
The total compensation to be paid the Contractor shall be the sum of the total
final prices(s) established in accordance with the "INCENTIVE PRICE REVISION--
FIRM TARGET" (FAR 52.216-16) clause and the amounts payable to or due from the
contractor pursuant to the contract provisions identified in paragraph (d)(1) of
said clause.
B-2 CONTRACTOR BILLING (NAVSEA) (OCT 1990)
Invoices/vouchers (not requests for progress payments) submitted by the
Contractor shall identify the specific accounting classifications cited in this
contract. The Contractor shall submit invoices/vouchers by Contract Line Item
(CLIN), Contract Subline Item (SLIN), and ACRN level as identified on the
Financial Accounting Data Sheet(s) attached to this contract. To the extent
reasonably feasible, costs of performance of this contract shall be segregated,
accumulated, and invoiced to the appropriate ACRN categories listed on the
Financial Accounting Data Sheet(s). When it is not feasible with respect to
invoices/vouchers submitted for CLINs/SLINs with more than one ACRN, an
allocation ratio shall be established in the same ratio as the obligations cited
in the accounting data so that invoices/vouchers will allocate costs to the ACRN
level on a proportionate basis. Invoices/vouchers submitted to the paying
office that do not identify billing amounts by the ACRN level will be returned
to the Contractor for proper identification.
B-3 ECONOMIC PURCHASE QUANTITY - SUPPLIES
(a) Upon receipt of information that acquisitions of repair parts in
different quantities would be more advantageous to the Government, the
contractor will recommend an economic purchase quantity. If different
quantities are recommended, a total and a unit price must be quoted for
applicable items. An economic purchase quantity is that quality at which a
significant price break occurs and beyond which no substantial decrease would
result. If there are significant price breaks at different quantity points,
this information is desired as well.
(b) The Government reserves the right to amend the listing of repair parts
with respect to any individual item in the event quotations received and the
Government's requirement indicate that different quantities should be acquired.
4
<PAGE>
B-4 OPTIONS
The Government may require the Contractor to furnish any or all of item 0010 for
delivery at the time(s) and place(s) and at the price(s) set forth herein.
The option for Item 0010 shall be exercised, if at all, by written or
telegraphic notice by the Contracting Officer and sent on or before 12 MAC*
-------
* Months After Contract Award
5
<PAGE>
SECTION C - DESCRIPTION/SPECIFICATION/WORK STATEMENT
ITEM 0001 - Design, construct, test, outfit, and deliver LSD 41 Class Dock
Landing Ship (Cargo Variant) LSD 52.
1. General
-------
a. The Contractor shall design, construct, test, outfit, and
deliver the LSD 52 ship fully outfitted and complete in all respects.
b. With the exception of Government Furnished Material (GFM) listed in
Attachment J-3, Technical Services listed in Attachment J-4, and Government
Furnished Information listed in Attachment J-5, the Contractor shall furnish
all of the facilities, manpower, quality assurance, inspection and test
facilities, management organization and control necessary to accomplish the
work under this contract.
2. Construction
------------
a. Subject to the Special Contract Requirements and Contract Clauses of
this contract, the Contractor shall construct the LSD 52 ship (hereinafter
called "ship" or "vessel"). Construction shall be comprised of the total effort
of building and testing the ship, including the preparation of work
instructions, shop sketches, and other drawings, diagrams, schedules, plans and
data incidental to the construction effort. The Contractor shall be responsible
for installing all GFM on the ship as listed in the Schedule "A", attached
hereto as Attachment J-3.
b. The services, supplies, equipments, materials, and commodities
described in this contract shall be performed or procured in accordance with
NAVSEA Specifications for Building Landing Ship Dock LSD 41 (Cargo Variant) LSD
52, hereinafter called "specifications" or "the specifications", attached hereto
as Attachment J-1.
3. Engineering
-----------
a. The Contractor is responsible for the engineering, planning and
technical support required to produce the ship in accordance with the
requirements of this contract. A detailed Engineering Plan shall be developed
and implemented by the Contractor. The plan to be implemented by the Contractor
shall cover all phases of the engineering, planning and producibility efforts.
b. The Contractor shall develop a detail design for the construction of
the LSD 52. The design shall be in strict accordance with the specifications.
6
<PAGE>
c. The Contractor shall develop a detail design schedule that is compatible
with the ship construction schedule, and the delivery dates given in Section F.
4. Program Management
------------------
a. Management
----------
(1) The Contractor shall provide the management effort necessary to
ensure the schedule and technical performance under this contract. The
Contractor shall provide the Government visibility and status of the design
and construction effort. The Contractor shall identify problems and potential
problems that could adversely impact on the ship delivery schedule or
performance, and shall provide recommended solutions.
(2) The Contractor shall establish a Project Office to act as the
primary technical point of contact. The Contractor shall also provide a full
time representative within the metropolitan Washington, D.C. area to act as a
liaison between the Government and the Contractor.
b. Cost/Schedule Control Systems (C/SCS)
-------------------------------------
In the performance of this contract, the Contractor shall
establish, maintain and use Cost/Schedule Control Systems meeting the criteria
set forth in DoD FAR Supp 252.234-7001, "COST/SCHEDULE CONTROL SYSTEMS".
c. Status Reports and Reviews
--------------------------
(1) The Contractor and those subcontractors selected to meet C/SCS
criteria in accordance with paragraph (e) of DoD FAR Supp 52.234-7001,
"COST/SCHEDULE CONTROL SYSTEMS", shall develop periodic status reports detailing
cost and schedule performance and the progress of the program.
(2) The Contractor shall host quarterly Shipbuilding Production
Progress Conferences (SPPCs) to be held at the Naval Sea Systems Command, or if
the Government so elects, at the Contractor's facility on dates mutually
agreeable to both parties. The objective of these reviews is to identify
problem areas, both actual and projected, assess their potential impact, and
assign appropriate management action. The Contractor shall report the status of
the program, using appropriate visual aids, giving particular attention to
design performance, integrated logistic support, cost performance, program
management, production performance, and test and evaluation performance.
Financial status shall also be reported during the
7
<PAGE>
SPPCs. The Contractor shall provide administrative support for the SPPCs
including clerical service, conference rooms, and on-site transportation.
(3) Design Progress Reviews shall be held at the Contractor's
facility at approximately six week intervals until the detail design is
complete. The purpose of these reviews is to report on the progress of the
design and to surface and resolve design and related problems as they arise.
The Contractor shall provide administrative support for the Design Progress
Reviews to the same extent as for SPPCs.
(4) The Contractor shall develop an agenda for and a report of each
SPPC and each Design Progress Review. The supervisor shall be contacted five
days prior to printing the agenda to obtain Government inputs.
d. Contract Work Breakdown Structure
---------------------------------
The Contractor shall develop a product oriented contract work
breakdown structure (CWBS) in accordance with MIL-STD-881. The CWBS shall
be developed to the third digit level at a minimum. The CWBS shall be used as
the basis for organizing and reporting all work performed under the contract.
The Contractor is responsible for the traceability of data supporting the work
elements.
e. Master Equipment List
---------------------
The Contractor shall develop, update and maintain a Master
Equipment List of all GFE and CFE from contract award through expiration of the
ship's guaranty period. A single report showing the status of field changes for
CFE and GFE electronics and ordnance equipment shall be developed and maintained
from contract award through delivery of the ship.
f. Contract Responsibility Matrix
------------------------------
A Contract Responsibility Matrix (CRM) shall be developed
which shows the relationship of the CWBS to the Contractor's functional
organization. The CRM shall show the organizational unit, the responsible
official, and the cost center accounting code at each matrix intersection. The
CRM should be similar in detail and format to Figure 3-1 of NAVMAT P-5240.
g. Master Scheduling and Manufacturing Plan
----------------------------------------
The Contractor shall develop a Master Scheduling and Manufacturing
Plan that describes the approach, methods, procedures
8
<PAGE>
and schedules to be implemented for the design and construction of the ship.
5. Data Management
---------------
a. The Contractor shall be responsible for the development, management,
and maintenance of all deliverable documents generated by the Contractor and his
subcontractors under this contract.
b. The Contractor shall develop a Data Management Plan (DMP) for the
management and maintenance of all data generated by the Contractor and his
subcontractors under this contract. The DMP shall provide for the
identification, planning, coordination, scheduling, validation, integration, and
control of the data. The DMP shall also address the requirements of DoD FAR
Supp 52.227-7018, "RESTRICTIVE MARKINGS ON TECHNICAL DATA".
c. The Contractor shall maintain central files or record copies that
shall include reproducible copies (including originals, aperture cards,
microfiche, and tapes as appropriate) of all data that are generated under
this contract and shall provide access to that data by designated agents or
representatives of the Government.
d. The Contractor shall maintain a current copy of the specifications and
contract drawings, in accordance with the following:
1) Shipbuilding Specification Maintenance:
(a) All text shall be retained on disks or memory tapes to
facilitate the additions, deletions, and corrections required by
future changes. The disks or tapes shall be stored to be used in
retrieving text pages for changes.
(b) The LSD 52 specifications shall be provided to the Navy on
disks. The disks shall be either 5 1/4" double sided double
density floppy disks or 3 1/2" high density disks formatted in
Word Perfect 5.0.
(c) The Contractor shall print and provide the LSD 52
specifications (including addenda) reflecting the LSD 52
configuration baseline at contract award. The Contractor shall
accomplish a word-by-word, line-by-line, page-by-page comparison
of the resulting printed specification with the paper
specification provided with the solicitation to ensure a correct
translation has been achieved. All differences shall be
corrected
9
<PAGE>
by the Contractor to reflect the paper specification provided
with the solicitation. The resulting paper specification shall
be word-by-word, line-by-line, and page-by-page identical to
the paper specification provided with the solicitation. The
Contractor shall then incorporate insert page modifications
received prior to contract award to produce a clean
specification.
(d) Cost of future changes shall be subject of separate future
contract modifications which shall include the costs for editing
and printing those changes.
(e) Edited pages shall be retyped in a format similar to the
original document and lines shall be numbered in the margin in
increments of five. Pages shall be printed on both sides and
punched for use in a 3-ring binder. Each page shall have
printed in the lower right corner a notification of revision
and date (i.e., Rev. 2, 9-10-81). At the bottom of each page
shall be a list of all contract modifications numbers
incorporating changes to the specifications on the page (i.e.,
00-: lines -to -). Each addition or revision to a line in the
text shall be shown in italics, underscored, or margin barred.
Each deletion shall be marked by a diamond symbol ( ) in the
margin. When it is necessary to add additional text, the sheets
shall be added with numerical/alphabetical numbering keyed to
the original page (i.e., page 245, 245A 245B, etc.). A record
page shall be provided indicating the cumulative changes and
the date of incorporation.
2) Contract Drawing Maintenance
(a) The Contractor shall maintain the original set of contract
drawings in a manner similar to ship construction drawings. Any
revisions to the contract drawings required as a result of
changes to the configuration baseline will be accomplished in
accordance with an approved Notice of Revisions.
(b) Distribution of approved changes and/or revised contract
drawings shall be in accordance with DD Form 1423.
10
<PAGE>
e. The Contractor shall develop a complete set of construction drawings
representing the "final" configuration of the ship.
6. Quality Assurance
-----------------
a. The Contractor shall develop and implement a Quality Program Plan
which is in compliance with MIL-Q-9858A. The plan shall describe the
Contractor's system of management controls which are used to ensure compliance
with contract requirements and the specifications.
b. The Contractor shall construct the ship under this contract to meet
the technical, administrative and quality assurance requirements as set forth in
the specifications and contract requirements.
c. The Contractor shall demonstrate the effectiveness of the quality
program and its compliance with MIL-Q-9858A by reporting results-oriented
indicators of quality. These indicators are compilations of individual test and
inspection results organized in a manner that facilitates visibility and use by
the Contractor's management. This provision does not require additional
inspection or testing; it merely provides for organized reporting of results of
inspections and tests required elsewhere in the contract, specifications or
contractor's inspection or test instructions. Results-oriented indicators of
quality include:
. Percent of first-time test yields
. Quantity of discrepancies found during compartment completion
inspection
. Percent of weld inspections that are rejected
. Cost of rework (including fully burdened manhours)
. Cost of scrap
. Percent of inspections of paint, primer and surface preparation
that are rejected
. Percent of received materials found discrepant
. Percent of label plate fabrication and installation errors
. Percent of electrical cable installation errors
. Percent of delivered data items requiring revision/correction
. Percent of foundation installations that are accepted at first
inspection
. Percent of piping installations accepted at first
inspection
. Quantity of Contractor-responsible sea trial deficiencies for
builder's sea trial and acceptance trial
11
<PAGE>
. Quantity of audit findings from each internal audit
. Quantity of Government-reported deficiencies remaining open,
including the number of days they have been open (QDR Aging
Summary)
d. Statistical evidence of quality control of all fabrication and
assembly processes which impact quality shall be developed and maintained. In
addition, quality shall be controlled by defining critical quality control
points within the sequence of fabrication, assembly and test operations and by
establishing and maintaining minimum yield rates at each of these critical
quality control points.
e. Data shall be maintained by the Contractor throughout the contract to
demonstrate that the processes remain within statistical control (defined as
plus or minus three standard deviations from the process average) and that yield
rates at critical quality control points are above minimum values. If processes
are out of control or the yields are below minimum values, the Contractor shall
define the root cause of the problem and take corrective action to preclude
recurrence. Data shall be maintained to indicate the effectiveness of
corrective action.
f. The Contractor shall include in his response to Government-reported
deficiencies the date by which corrective action shall be implemented, if not
completed.
g. Defect history charts conforming to SECNAVINST 4855.2 shall be
prepared and maintained for all processes, operations, inspections and tests
employed in construction of the ship. Quality indicators to be charted are
contained in c., above. Defect history charts provide information regarding
process stability over time by identifying variations in the number of defects
between consecutive units or fluctuations in the process average over time.
When control limits are exceeded, the Contractor shall initiate corrective
action.
h. Defect distribution charts conforming to SECNAVINST 4855.2 shall be
prepared and maintained by the Contractor to identify the major causes of
rework, scrap and quality deficiencies. Defect distribution charts shall
provide a Pareto analysis (worst first) of those processes, operations,
inspections or tests that have the greatest impact on the defect rate, rework
cost and scrap cost.
i. Defect reduction charts conforming to SECNAVINST 4855.2 shall be
developed and maintained to reveal whether or not product quality is improving
and whether or not the rate of improvement is consistent with planned goals.
12
<PAGE>
7. Configuration Management
------------------------
a. The Contractor shall develop, implement and maintain a Configuration
Management Plan (CMP) which meets the requirements of DoD-STD-481B, NAVMATINST
4130.1A and the requirements of the provision of this contract entitled
"CONFIGURATION MANAGEMENT". The Contractor shall develop and include in the CMP
the procedures to be used for maintaining control of the LSD 52 Configuration
Baseline, identifying configuration items, conducting functional and physical
configuration audits, and maintaining configuration status accounting records.
b. The Contractor shall develop the LSD 52 Configuration Baseline as
systems detail drawings are developed and equipment is identified and procured.
Each item in the LSD 52 numbering system that provides a top down breakdown
arrangement in which any part of the ship, system, equipment and assemblies can
be addressed relative to its next higher assembly.
8. Reliability and Maintainability
-------------------------------
a. R&M Program
-----------
The Contractor shall develop and implement a comprehensive
R&M Program in accordance with MIL-STD-785 Tasks 101 and 102 (reliability) and
MIL-STD-470 Tasks 101 and 102 (maintainability). The Contractor shall prepare a
detailed R&M Plan for meeting the stated requirements and objectives. The
Contractor shall perform specific R&M tasks and analyses in accordance with the
specifications.
b. Reliability/Maintainability/Availability (RMA)
----------------------------------------------
The RMA requirements shall be as set forth in the
specifications which identify the R&M requirements for all mission-essential
equipment invoked under this contract.
c. Electrical/Electronic Equipment
-------------------------------
The Contractor shall comply with the provisions of NAVMATINST
4855.10 as they pertain to electronic equipment procured and installed in the
LSD 52. Existing power supply designs will be evaluated for compliance with
the guidelines set forth in NAVMAT P-4855-1.
13
<PAGE>
d. Unit Reliability/Maintainability Validation
-------------------------------------------
(1) A R&M Impact of Changes report shall be developed for any item
of mission-essential Contractor-furnished equipment (CFE) subject to either: (a)
changes in source; or (b) a design change which affects the established Mean-
Time-Between-Failure (MRBF) or Mean-Time-To-Repair (MTTR). The Contractor shall
perform Reliability and Maintainability (R&M) engineering analyses, obtain R&M
experience data, and perform R&M investigations as necessary to provide a R&M
Impact of Changes report for each item of mission-essential CFE identified in
NAVSEA report 05MR-022-86 and 05MR-004-87 REV. A. The report shall provide a
technical R&M analysis which fully accounts for the effects of the change and
provides substantiation for any revised MTBF and MTTR values.
(2) The R&M tasks required for the lift platforms shall include
those identified in Section 076 of the specifications, parts derating in
accordance with NAVSEA TE000-AB-GTP-10, mechanical and electrical stress
analyses, dimensional tolerance analyses, evaluation of the environmental
profile for the equipment, design limit qualification tests as required by
Section 095-772c of the specifications.
e. Screening of Contractor-Furnished Electronic Equipment
------------------------------------------------------
The Contractor shall impose the following requirements on his
subcontractors in response to DoD 4245.7-M and NAVMAT P-9492:
(1) For all mission essential contractor furnished electronic
equipment listed in Appendix B of NAVSEA Reports 05MR-022-86 and 05MR-
004-87 Rev. A that contain semiconductors and are delivered under an
established production process, the Contractor shall assemble for
Government review and approval the semiconductor screening procedures
employed throughout the production process to ensure that premature
failure of the semiconductor will not occur because of manufacturing
defects of the semiconductors.
(2) For all mission essential contractor furnished electronic
equipment that contain semiconductors listed in Appendix B of NAVSEA
Reports 05MR-022-86 and 05MR-004-87 Rev. A, the manufacturer of the
end unit shall certify that the equipment supplied meets or exceeds
the Mean Time Between Failures (MTBF) and Mean Time To Repair (MTTR)
values invoked by NAVSEA Reports referenced herein.
14
<PAGE>
(3) For all mission essential contractor furnished electronic
equipment listed in Appendix B of NAVSEA Reports 05MR-022-86 and 05MR-
004-87 Rev. A that contain semiconductors but for which the design
has yet to be determined and have not been produced by established
manufacturing process the following tests shall be conducted:
(a) One hundred percent rescreening of semiconductors at
-55(degree) +25(degree) and +125(degree)Celsius
(b) Particle induced noise (PIN) testing of non-passivated
semiconductors with cavities.
(4) Manufacturing screening at the levels specified in DoD 4245.7-M
for the CFE identified in Section 076 of the specifications.
9. System Safety
-------------
The Contractor shall develop and implement, in accordance with the
specifications, a System Safety Program Plan that is integrated into design,
construction, and testing. The program shall include both personnel and
material safety considerations and shall be fully responsive to MIL-STD-882B.
10. Human Engineering Program
-------------------------
The Contractor shall develop and implement a Human Engineering
Program Plan (HEPP) which conforms to MIL-H-46855B, "HUMAN ENGINEERING
REQUIREMENTS FOR MILITARY SYSTEMS, EQUIPMENT AND FACILITIES". The HEPP shall
detail the Contractor's approach, methods and practices for assuring that human
engineering principles are applied to the design and construction of the ship.
The human engineering design effort shall be accomplished in conformance with
MIL-STD-1472C, "HUMAN ENGINEERING DESIGN CRITERIA FOR MILITARY SYSTEMS,
EQUIPMENT AND FACILITIES".
11. Integrated Logistic Support (ILS) Program
-----------------------------------------
a. The objective of the LSD 52 ILS program is to assure that accurate and
adequate logistic support is delivered to the fleet in a timely manner at the
lowest life cycle cost. In order to effect this:
(1) The Contractor shall integrate logistic activities with those of
Configuration Management. The Contractor's integration methods shall ensure
that the current ship configuration is being
15
<PAGE>
used as the basis of ILS analyses. The Contractor's ILS manager shall
participate in configuration audits and reviews, in Contractor Configuration and
Change Control Board activities, and in subcontractor/vendor configuration
management activities to ensure that completed Logistic Support Analyses (LSAs)
and technical manuals reflect the "final" ship configuration.
(2) The Contractor shall ensure that engineering characteristics
and logistic parameters are in balance with one another. The Contractor shall
ensure that his ILS organization works jointly with ship design engineering and
that an iterative Integrated Logistic Support/Design process is established to
achieve a closed loop information exchange network.
(3) The Contractor shall provide methods for integrating logistic
functions within the Contractor's organization. The Contractor shall ensure
that interfacing Government Logistic Support responsibilities are identified and
milestones are established consistent with the acquisition schedule. The
Contractor's ILS manager shall conduct meetings to assure that integration
procedures are being followed. This manager shall maintain files for
accounting, monitoring, and controlling all events which impact the ILS function
and those interdependent events which must be coordinated with these functions.
The Contractor shall establish methods of processing and expediting the flow of
information among the ILS personnel, other Contractor personnel and Navy
activities. The Contractor's ILS manager shall monitor such functions as Data
Management, Configuration Management, Ship Design Engineering, Quality
Assurance, Systems Engineering, Assurance Engineering, Test and Evaluation,
Procurement, Subcontractors and Vendors, and Human Engineering to assure that
ILS integration is achieved. The Contractor's Logistic Manager shall establish
and maintain communications with applicable codes within PMS377 and the
Supervisor of Shipbuilding.
(4) The Contractor shall outline his approach to performing the
logistic requirements in the specifications by developing an Integrated Logistic
Support Plan, formatted as a compendium of Logistic Element Plans (LEPs),
consisting at a minimum of the plans listed below.
(a) ILS Management and Integration Plan. This plan shall
outline the Contractor's approach to the management and integration of the
Contractor's ILS program. It shall define the Contractor's organization for
logistics, identify all personnel and define the function of the various
organizations within logistics. In addition, this plan shall address
Navy/Contractor interfaces and the integration of logistic activities, tasks and
functions that
16
<PAGE>
ensure logistic requirements are included in ship design and construction.
(b) Maintenance Management Plan. This plan shall address
maintenance planning tasks to be accomplished during ship design and
construction. It shall discuss the Contractor's approach to develop the Class
Planned Maintenance System Documentation, LSA and LSARs as a consequence of new
and/or modified equipment used by the Contractor on the ship.
(c) Supply Support Management Plan. This plan shall establish
the Contractor's tasks and responsibilities for providing data and material for
development of supply support for the ship.
(d) Support and Test Equipment Plan. This document shall
present the Contractor's plan to accomplish the support and test equipment tasks
contained in the specifications.
(e) Packaging, Handling, Stowage and Transportation Plan. This
plan shall describe the packaging, handling, stowage, and transportation
requirements for material and equipment in the Contractor's custody.
(f) Facilities Plan. This plan shall identify the impact of new
equipment introduced on existing Navy facilities and report new facility
requirements to the ship Acquisition Manager.
(g) Contractor Support Plan. This document shall detail the
Contractor's approach for determining and implementing changes to logistic
documentation on products which result from deficiencies determined during
various trials, from the time of preliminary acceptance to the end of the
guaranty period.
(5) The ship shall be delivered with all logistic resources on
board. The Navy, with assistance from the Contractor, will conduct a Logistic
Readiness Review (LRR) prior to acceptance trials on the ship to evaluate the
Contractor's performance in meeting ILS requirements and to identify any
deficiencies in logistics resources which are to be corrected by the Contractor
prior to ship delivery.
b. ILS Performance
---------------
The Government's Integrated Logistic Support Management
Team (ILSMT) will monitor and evaluate the Contractor's ILS program. The ILSMT
will meet with the Contractor's ILS representatives quarterly to discuss
progress in the ILS program. The Contractor shall assist the Government in
developing agendas, documenting
17
<PAGE>
decisions, taking and distributing minutes, and reporting program progress in
each ILS functional area. Under the terms of Special Contract Requirement H-23,
"PERFORMANCE INCENTIVE," the Contractor may earn a monetary award for his
performance in surpassing ILS objectives.
c. Logistic Support Analysis
-------------------------
(1) The Contractor shall perform Logistic Support Analyses (LSAs) on
all CFE and GFE in accordance with Sections 080 and 081 of the specifications.
An LSA plan shall be prepared which describes the Contractor's LSA methodology
in detail. The Contractor shall develop and maintain a LSA record in accordance
with MIL-STD-1388.
(2) The Government will conduct LSA reviews at the Contractor's
facility on a quarterly basis. The Contractor shall support the LSA review team
by providing administrative services including developing agendas, recording and
publishing minutes, and providing technical reference data. At the beginning of
each LSA review, the Contractor shall make a presentation which describes the
function and location of each equipment and system to be reviewed and the plan
for maintenance developed for each. The Contractor shall also present overall
LSA status and identify LSA milestones.
d. Provisioning
------------
Provisioning data shall be developed in accordance with the
Provisioning Requirements Technical Specifications, NAVSEA T6490-AGGTP-010,
attached hereto as Attachment J-12.
e. Supply Support
--------------
The Contractor shall execute supply support management actions in
accordance with the specifications and the Real-Time Outfitting Management
Information System (ROMIS) Requirements Statement (RRS) appended as Attachment
J-7. The ROMIS Equipment/Component and Equipment Configuration baseline,
including changes, shall be established and maintained in accordance with
DoDSTD-2186 and as specified by the RRS. ROMIS data input shall be prepared as
specified in the RRS. A ROMIS Management Plan and schedules shall be prepared
in accordance with DoD-STD-2186 and the LSD 52 RRS. The Contractor shall
participate in supply support activities and conferences. Provisioning
Technical Documentation for the ship shall be procured by the Contractor from
vendors as set forth in the Provisioning Requirements Technical
Specifications, attached hereto as Attachment J-12, and this Section.
18
<PAGE>
f. Maintenance Planning
--------------------
Maintenance planning shall be conducted in accordance with
the specifications. Reliability Centered Maintenance (RCM) methodology shall be
used to determine planned maintenance requirements for the ship.
g. Support and Test Equipment
--------------------------
The Contractor shall develop a Support and Test Equipment List (STEL)
for the ship delivered under this contract in accordance with the
specifications. The Contractor shall provide this equipment for the ship as
part of outfitting.
h. Packaging, Handling, and Stowage
--------------------------------
The Contractor shall provide suitable warehousing areas for
receipt, inspection, packaging, binning, and interim storage of materials and
equipments under his custody, both Contractor Furnished Equipment (CFE) and
Government Furnished Equipment (GFE) prior to loading or installing aboard ship
in accordance with the specifications. Additional Contract Requirement C-31
"STORAGE OF GOVERNMENT FURNISHED MATERIAL (GFM)", is applicable.
i. Manpower, Personnel and Training
--------------------------------
The Contractor shall identify and define equipment operation and
maintenance training course requirements for every Contractor-furnished non-
standard, modified standard and new design equipments in accordance with MIL-
STD-1379 and the requirements of the specifications. Further, upon issuance of
an Engineering Change Proposal, the Contractor shall develop and conduct
specific training courses in accordance with approved training plans and
specifications.
j. Standardization
---------------
Standardization requirements shall be accomplished in accordance with
MIL-STD-680A and the specifications. The Contractor shall develop and
implement a Standardization Program Plan as prescribed in the Standardization
Program Plan for LSD 52, attached hereto as Attachment J-11. In the event of
an inconsistency between standardization requirements and the specifications,
the inconsistency shall be resolved by giving precedence to the
specifications.
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<PAGE>
k. Parts Control
-------------
(1) The Contractor shall maintain a parts control program for all
newly developed or substantially modified equipment in accordance with MIL-STD-
965A, Procedure I.
(2) The selection of parts shall be from the approved
Program Parts Selection List (PPSL) or the Government Furnished
Baseline (GFB).
(3) Requests for approval of parts proposed as additions to an
approved PPSL or GFB require procuring activity approval and Military Parts
Control Advisory Group (MPCAG) review in accordance with MIL-STD-965A and CDRL
requirements. Test data when requested in writing by the procuring activity
shall be provided in accordance with CDRL requirements. If existing test data
are not available, testing shall commence only upon written request of the
procuring activity.
(4) The Contractor shall insure that a parts control meeting in
accordance with paragraph 5.1.3 of MIL-STD-965A is convened.
(5) These requirements and those of MIL-STD-965A do not relieve the
Contractor of the responsibility for complying with all requirements specified
in this contract.
12. Logistic Readiness Review
-------------------------
a. To assure that all logistic efforts have been coordinated and that
logistic documentation applicable to fitting-out and delivery is in order, the
Contractor shall assist the Government to prepare for and conduct Logistic
Readiness Reviews (LRRs). An LRR must, as judged by the Government, be
successfully completed prior to acceptance trials. The Contractor shall ensure
that all required documentation has been validated and is either delivered or is
scheduled for delivery, as required, prior to each LRR.
b. The Contractor, together with the Government, shall schedule formal
LRRs. Each LRR will be conducted as an integrated review of the following
logistic elements in the following sequence:
(1) Maintenance
(2) Personnel and Training
(3) Supply Support
(4) 3M System (PMS and Material History)
(5) Support and Test Equipment
(6) Technical Logistic Data
20
<PAGE>
c. Results of the reviews shall be documented. The status of corrective
actions shall be monitored by the Contractor to ensure that Quality Assurance
and ILS personnel participate in each LRR and in subsequent corrective actions.
13. Electromagnetic Environmental Effects
-------------------------------------
The Contractor shall develop and implement an Electro-magnetic
Environmental Effects (E/3/) Program Plan in accordance with the specifications.
14. Total Ship Test Program
-----------------------
a. The Contractor shall develop and conduct a Total Ship Test Program in
general accordance with NAVSEA 0900-LP-095-2010 and in accordance with the
applicable sections of the specifications and references thereto.
b. The Contractor shall procure installation and checkout (INCO) spare
parts needed to support the construction and testing of the Contractor furnished
equipment. INCO spares to support GFE will be provided by the Government, if
required. The Contractor shall keep the Government apprised of the status and
usage of Government furnished INCO spares.
c. The Contractor shall provide any special test equipment needed to meet
the requirements of this contract.
d. The Contractor shall develop and implement a Comprehensive Test Plan
which shall include desired delivery dates for Government Furnished Test
Procedures which are listed in the LSD 52 Test Documentation Booklet, attached
hereto as Attachment J-8. These delivery dates will be reviewed and changed, if
necessary, during the Comprehensive Test Plan approval process by the
Government.
15. Fitting-Out Services
--------------------
a. Outfitting Prior to Delivery
----------------------------
(1) Prior to delivery, the Contractor shall outfit the ship in
accordance with the specifications. When delivered, the ship shall be fully
outfitted with all equipment, ship selected records, technical manuals,
drawings, and supply support materials as prescribed by approved allowance
lists. Supply support material includes spares and repair parts, radiac
equipment, equipage, special tools, support and test equipment, on-board data,
and consumables, including lubricants. Ammunition, small arms, cryptographic
equipment, and pyrotechnics are excluded. The Contractor shall list
21
<PAGE>
all on-board materials, shortages, and overages.
(2) The Contractor shall charge all direct labor and other costs
associated with engineering design, procurement, receiving, handling, storage,
prebinning, binning, inventory and loadout of COSAL material to Item 0001.
(3) Wherever this contract requires drawings, technical publications,
certificates, or loose items such as locks and keys to be placed aboard the
ship, the Contractor, with the concurrence of the Supervisor, shall agree on the
details of turnover with the Prospective Commanding Officer or his designated
representative. Whatever the mechanics of the exchange of custody, the
Contractor shall develop lists of items transferred. The Contractor shall
obtain the signature of the designated representative certifying that the
Government has accepted custody of the items. The Contractor shall retain this
certification for a minimum of one year after delivery of the ship.
(4) The Contractor shall procure, calibrate, and provide secure
storage for all general purpose electronic equipment. This equipment shall be
maintained in a calibrated condition until it is transferred to the Prospective
Commanding Officer or his designated representative.
b. Fitting-Out Activity
--------------------
(1) The Contractor is designated the Fitting-out Activity and shall
accomplish all fitting-out activities in accordance with Fitting-Out Procedures,
New Construction Ships, MIL-STD-1339B, and the NAVSHIPS Fitting-Out Manual,
NAVSHIPS 0900-LP-031-0010.
(2) The Operating Spaces Inventory (OSI) Team will total approxi-
mately 17 personnel. They shall have access to the Contractor's plant at all
reasonable times for a period commencing approximately seven months prior to
ship delivery. The Contractor shall provide each OSI Team with separate
offices at the Contractor's plant, with space, furnishings, and facilities for
a minimum of 3 officers and 14 enlisted men. The requirements for office space
allocation, telephone services, classified material and cash stowage
facilities, rest rooms and parking spaces shall be the same as for the Nucleus
Crew.
16. Nucleus Crew
------------
a. The Nucleus Crew will total approximately 75 personnel. They shall
have access to the Contractor's plant at all reasonable times for a period
commencing approximately twelve months prior to
22
<PAGE>
ship delivery. The Contractor shall provide the Nucleus Crew with separate
offices at the Contractor's plant, with space, furnishings, and facilities for a
minimum of 16 officers and 59 enlisted men. The space allocation shall be at
least 100 square feet per officer and 75 square feet per enlisted man.
Concurrently, the Contractor shall make available telephone services, classified
material and cash stowage facilities, rest rooms, and parking spaces adjacent to
the offices for three (3) official vehicles.
b. A minimum of 25 parking spaces in the shipyard employee parking lots
shall be available to the Nucleus Crew. If such parking spaces are distant from
the Contractor's plant, any personnel transportation services available to
shipyard personnel between parking lot and shipyard shall be available to the
ship's personnel. The Nucleus Crew will be required to comply with Contractor
rules and regulations governing personnel at its shipyard relating to security
and safety. Communications between the Prospective Commanding Officer and the
Contractor shall be via the Supervisor. The Prospective Commanding Officer
shall be allowed free access to his ship at all reasonable times, be permitted
to attend Contractor/Supervisor status meetings, and receive copies via the
Supervisor of all status reports transmitted to the Supervisor.
c. To the extent that the Nucleus Crew activities will not interfere with
the Contractor's obligations to deliver the ship in accordance with the contract
terms and conditions, the Nucleus Crew shall be allowed reasonable access to the
ship for the following activities:
(1) Indoctrination and familiarization with the general arrangement
and condition of the ship.
(2) Participation during sea trials to the extent permitted by
available ship's accommodations and consistent with INSURV requirements.
(3) Assisting the Supervisor's personnel in conducting inspections of
the ship.
17. Availability Periods
--------------------
a. Pre-Delivery Availability
-------------------------
(1) The Contractor shall provide equipment and system access and
availability time to the Government on a mutually agreed to schedule for the
accomplishment of the following activities:
(a) Certifications
23
<PAGE>
(b) Crew Training
(c) Electromagnetic Interference Testing
(2) During the conduct of the above activities the Contractor shall:
(a) Provide ship services such as power, cooling water, dry air,
and air conditioning.
(b) Provide technical and operator personnel as necessary to
assist Government representatives.
b. Post-Delivery Availability
--------------------------
Immediately following delivery, the ship will commence a Post-
Delivery Availability at the Contractor's yard. During this period, the Navy
may operate the ship for the purpose of conducting special tests and trials.
When not operating at sea, the ship will be berthed at the Contractor's yard.
During the Post-Delivery Availability, which may be up to 60 days duration,
the Contractor shall:
(1) Provide berthing space pierside for the ship, including brows
and landing platforms, as appropriate, utilities from shore connections
(electricity, steam, fresh water, compressed air, sewage, telephone), and crane
services.
(2) Provide convenient parking space and on-site transportation for
ship's company personnel as provided to the Nucleus Crew. Provide access
through the yard to the ship's force personnel and their authorized visitors.
(3) When authorized by the Government, by contractual modification,
provide industrial services for post-delivery work, industrial services to the
Navy test team, and logistic support for the ship's commissioning ceremony.
18. Demonstrations
--------------
Whenever the Contractor is required to demonstrate a procedure, technique,
or process, that demonstration shall be accomplished in the actual shipboard
space, if available, or in a realistic shipboard-type setting. To this end,
shipboard safety procedures must be followed and the tools, equipment,
devices, and apparel (such as protective clothing) which will be used by the
ship's company shall be those used for the demonstration.
24
<PAGE>
ITEM 0002 - Data for Item 0001
The data to be furnished hereunder shall be prepared for ITEM 0001 in
accordance with the Contract Data Requirement List, DD Form 1423, Exhibits A and
B attached hereto as Attachment J-2.
ITEM 0003 - Familiarization
In addition to the requirements listed below, the following requirements
from ITEM 0001 of SECTION C: DESCRIPTION/SPECIFICATIONS/WORK STATEMENT are
invoked for 0003.
Paragraph/Title
---------------
4.c.(2) Status Reports and Reviews
4.d. Contract Work Breakdown Structure
4.f. Contract Responsibility Matrix
5.a. and c. Data Management
The Contractor shall develop and conduct a familiarization program for
the LSD 52 Nucleus and Balance Crews on the principles of the design and
basic operations of the ship. The Nucleus Crew shall receive its
familiarization at the Contractor's facility. The Balance Crew shall receive
its familiarization at the designated precommissioning site.
ITEM 0004 - Data for Item 0003
The data to be furnished hereunder shall be prepared for Item 0003 in
accordance with the Contract Data Requirements List, DD Form 1423, Exhibits A
and B attached hereto as Attachment J-2.
ITEM 0005 - Technical Manuals
In addition to the requirements listed below, the following requirements
from Item 0001 of SECTION C: DESCRIPTION/SPECIFICATIONS/WORK STATEMENT are
invoked for 0005.
Paragraph/Title
---------------
4.c.(2) Status Reports and Reviews
4.d. Contract Work Breakdown Structure
4.f. Contract Responsibility Matrix
5.a. and c. Data Management
The Contractor shall develop technical manuals for the operation and
maintenance of all Contractor furnished, repairable, APL worthy
25
<PAGE>
equipment and systems installed in LSD 52 in accordance with the Technical
Manual Contract Requirements (TMCR), attached hereto as Attachment J-6.
The Contractor shall provide technical manuals, books, guides, lists and
changes to existing publications to reflect the configuration of the ship
constructed under this contract. Technical Publications and change pages shall
meet the requirements stated in the TMCR and the specifications. Fitting-out
of both Government-furnished and Contractor-furnished Technical Publications
and drawings will be accomplished by the Contractor in accordance with the
TMCR and the specifications.
ITEM 0006 - Data for Item 0005
The data to be furnished hereunder shall be prepared for Item 0005 in
accordance with the Contract Data Requirements List, DD Form 1423, Exhibit B
attached hereto as Attachment J-2.
ITEM 0007 - COSAL Material
The Contractor shall provide on-board spares, repair parts, equipage,
special tools, loose hardware, and support and test equipment for the ship in
accordance with Special Contract Requirement H-24, "REPAIR PARTS, TOOLING AND
EQUIPMENT".
ITEM 0008 - Special Studies, Analyses, and Reviews
The Contractor shall perform special studies, analyses, and reviews, in
support of the Design and Construction of LSD 52, in accordance with Special
Contract Requirement H-25, "PROVISION OF ENGINEERING SERVICES".
ITEM 0009 - Engineering and Industrial Services
The Contractor shall perform engineering and industrial services, in
support of the Design and Construction of LSD 52, in accordance with Special
Contract Requirement H-20, "ORDERS".
ITEM 0010 - IGES Format SSR Drawings
In addition to the requirements listed below the following requirements
of Item 0001 of SECTION C: DESCRIPTION/SPECIFICATIONS/WORK STATEMENT are
invoked for 0010.
26
<PAGE>
Paragraph/Title
---------------
4.c.(2) Status Reports and Reviews
4.d. Contract Work Breakdown Structure
4.f. Contract Responsibility Matrix
5.a. and c. Data Management
For LSD 52 Ship Selected Record (SSR) drawings, a magnetic tape copy, in
Initial Graphics Exchange Specification (IGES) format (National Technical
Information Service Order No. PB83-137448), shall be prepared.
ITEM 0011 - Data for Item 0010
The data to be furnished hereunder shall be prepared for Item 10
in accordance with the Contract Data Requirements List, DD Form
1423, Exhibits A and B attached hereto as Attachment J-2.
27
<PAGE>
SECTION C: ADDITIONAL REQUIREMENTS
C-1 ACCESS TO THE VESSEL(S) (AT) (NAVSEA) (JAN 1983)
Officers, employees and associates of other prime Contractors with the
Government and their subcontractors, shall, as authorized by the Supervisor,
have, at all reasonable times, admission to the plant, access to the vessel(s)
where and as required, and be permitted, within the plant and on the vessel(s)
to perform and fulfill their respective obligations to the Government. The
Contractor shall make reasonable arrangements with the Government or
Contractors of the Government, as shall have been identified and authorized by
the supervisor to be given admission to the plant and access to the vessel(s)
for office space, work areas, storage or shop areas, or other facilities and
services, necessary for the performance of the respective responsibilities
involved, and reasonable to their performance.
C-2 ACCESS TO VESSELS BY NON-U.S. CITIZENS (NAVSEA) (SEP 1990)
(a) No person not known to be a U.S. citizen shall be eligible for access to
naval vessels, work sites and adjacent areas when said vessels are under
construction, conversion, overhaul, or repair, except upon a finding by
COMNAVSEA or his designated representative that such access should be
permitted in the best interest of the United States. The Contractor shall
establish procedures to comply with this requirement and NAVSEAINST 5500.3
(series) in effect on the date of this contract or agreement.
(b) If the Contractor desires to employ non-U.S. citizens in the performance
of work under this contract or agreement that requires access as specified in
paragraph (a) of this requirement, approval must be obtained prior to access
for each contract or agreement where such access is required. To request such
approval for non-U.S. citizens of friendly countries, the Contractor shall
submit to the cognizant Contract Administration Office (CAO), an Access
Control Plan (ACP) which shall contain as a minimum, the following
information:
(1) Badge or Pass oriented identification, access, and movement control
system for non-U.S. citizen employees with the badge or pass to be worn or
displayed on outer garments at all times while on the Contractor's facilities
and when performing work aboard ship.
(i) Badges must be of such design and appearance that permits easy
recognition to facilitate quick and positive identification.
28
<PAGE>
(ii) Access authorization and limitations for the bearer must be
clearly established and in accordance with applicable security regulations and
instructions.
(iii) A control system, which provides rigid accountability procedures
for handling lost, damaged, forgotten or no longer required badges, must be
established.
(iv) A badge or pass check must be performed at all points of entry
to the Contractor's facilities or by a site supervisor for work performed on
vessels outside the Contractor's plant.
(2) Contractor's plan for ascertaining citizenship and for screening
employees for security risk.
(3) Data reflecting the number, nationality, and positions held by
non-U.S. citizen employees, including procedures to update data as non-U.S.
citizen employee data changes, and pass to cognizant CAO.
(4) Contractor's plan for ensuring subcontractor compliance with the
provisions of the Contractor's ACP.
(5) These conditions and controls are intended to serve as guidelines
representing the minimum requirements of an acceptable ACP. They are not meant
to restrict the Contractor in any way from imposing additional controls
necessary to tailor these requirements to a specific facility.
(c) To request approval for non-U.S. citizens of hostile and/or communist-
controlled countries (listed in Department of Defense Industrial Security
Manual, DOD 5220.22-M or available from cognizant CAO), Contractor shall
include in the ACP the following employee data: name, place of birth,
citizenship (if different from place of birth), date of entry to U.S.,
extenuating circumstances (if any) concerning immigration to U.S., number of
years employed by Contractor, position, and stated intent concerning U.S.
citizenship. COMNAVSEA or his designated representative will make individual
determinations for desirability of access for above group. Approval of ACP's
for access of non-U.S. citizens of friendly countries will not be delayed for
approval of non-U.S. citizens of hostile communist-controlled countries. Until
approval is received, Contractor must deny access to vessels for employees who
are non-U.S. citizens of hostile and/or communist-controlled countries.
(d) An ACP which has been approved for specific Master Ship Repair Agreement
(MSRA) or Agreement for Boat Repair (ABR) or Basic Ordering Agreement (BOA),
is valid and applicable to all job orders awarded
29
<PAGE>
under that agreement.
(e) The Contractor shall fully comply with approved ACPs. Noncompliance by
the Contractor or subcontractor serves to cancel any authorization previously
granted, in which case the Contractor shall be precluded from the continued
use of non-U.S. citizens on this contract or agreement until such time as the
compliance with an approved ACP is demonstrated and upon a determination by
the CAO that the Government's interests are protected. Further, the
Government reserves the right to cancel previously granted authority when such
cancellation is determined to be in the Government's best interest. Use of non-
U.S. citizens, without an approved ACP or when a previous authorization has
been canceled, will be considered a violation of security regulations. Upon
confirmation by the CAO of such violation, this contract, agreement or any job
order issued under this agreement may be terminated for default in accordance
with the clause entitled "DEFAULT (FIXED-PRICE SUPPLY AND SERVICES)" (FAR
52.249-8) for "DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT)" (FAR 52.249-9),
as applicable.
(f) Prime Contractors have full responsibility for the proper administration
of the approved ACP for all work performed under this contract or agreement,
regardless of the location of the vessel, and must ensure compliance by all
subcontractors, technical representatives and other persons granted access to
U.S. Navy vessels, adjacent areas, and work sites.
(g) In the event the Contractor does not intend to employ non-U.S. citizens
in the performance of the work under this contract, but has non-U.S. citizen
employees, such employees must be precluded from access to the vessel and its
work site and those shops where work on the vessel's equipment is being
performed. The ACP must spell out how non-U.S. citizens are excluded from
access to contract work areas.
(h) The same restriction as in paragraph (g) above applies to other than
non-U.S. citizens who have access to the Contractor's facilities (e.g., for
accomplishing facility improvements, from foreign crewed vessels within its
facility, etc.).
C-3 APPROVAL BY THE GOVERNMENT (AT) (NAVSEA) (JAN 1983)
Approval by the Government as required under this contract and applicable
specifications shall not relieve the Contractor of its obligation to comply
with the specifications and with all other requirements of the contract, nor
shall it impose upon the Government any liability it would not have had in the
absence of such approval.
30
<PAGE>
C-4 CONFIGURATION MANAGEMENT (NAVSEA) (SEP 1990)
(a) Baseline Definition - For configuration control purposes, all contractual
-------------------
documentation in effect at the time of contract award shall constitute the
Contract Baseline which shall be considered incorporated in the baseline
documentation.
(b) General Requirement - (1) The Contractor shall maintain a Configuration
-------------------
Control Program to assure that all detail level work being performed under
this contract is in compliance with appropriate baseline documentation. The
Contractor shall prepare a Configuration Management Plan for approval by the
Government.
(2) Whenever a situation arises wherein the Contractor cannot comply
with a baseline document, or whenever intent of such documentation is
significantly changed by detail level documentation, the Contractor shall
submit change documents to modify baseline documents to resolve the conflict
or to allow non-compliance. Whenever the cost of implementing a proposed change
is less than $500,000, the Contractor shall provide documentation explaining
the nature of related costs as shown on the change document. Whenever the
contract cost changes by more than $500,000, the Contractor shall complete a
SF 1411 detailing all related costs, and attach it to the change document.
Change documentation shall be submitted to the Supervisor in accordance with
the Contract Data Requirements List (CDRL), and as described in paragraphs (c)
through (f) below.
(c) Engineering Change Proposals (Short Form, DD Form 1693) - MIL-STD-481B
-------------------------------------------------------
shall be used as general guidance for completing this standard form. This form
shall be used 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
(Ship Specifications, Contract Drawings, etc.), and a change to the baseline
document is considered an appropriate means of resolving a design-related
issue. Documentation shall be developed in sufficient detail to enable
Government review and evaluation of the merits of the proposed change,
including cost and scheduling impact, ship class impact, and consequences if
disapproved. Due to space limitations of the Standard DD Form 1693, the
Contractor may use form continuation sheets to assure that sufficient
detailed information, including appropriate illustrations, is provided. All
existing drawings and technical manuals impacted by the change shall be
listed along with a brief narrative explanation of needed changes to
incorporate the Engineering Change Proposal (ECP) if approved. Weight and
moment data incidental to the change shall be provided in Block 15 of the
form. The Contractor shall also prepare applicable baseline document insert
sheets, with specific word changes or proposed re-write, to
31
<PAGE>
facilitate baseline documentation changes.
(d) Non-Engineering Change Proposals (NAVSEA Form 4130) - This form shall be
---------------------------------------------------
used to document administrative, procedural, scheduling, or documentation
changes that do not directly impact the physical configuration of the ship.
The completed Form 4130 should explain the nature of the problem, identify the
applicable baseline document (i.e., Contract Data Requirement List (CDRL),
Contract Clause, etc.) and provide a detailed explanation justifying the
proposed course of action desired to resolve the problem. Due to the space
limitation on the form, continuation sheets may be used. Insert sheets for
applicable documents shall also be attached to facilitate change action in the
event the Non-Engineering Change Proposal (NECP) is approved.
(e) Deviations and waivers (DD Form 1694) - In the event that a baseline
-------------------------------------
design-related document requirement cannot be met, and a change to the
baseline document is considered inappropriate, the Contractor shall submit a
request for deviation or waiver, as applicable. The explanation of "need for
deviation" of Block 24 should provide detailed justification and consequences
of approval, to include technical details explaining the degree of non-
compliance or effect on ship equipment or system operation constraints. In a
similar manner, a waiver shall document an "as built" configuration that
departs from baseline documentation, and should include any proposed
corrections or modifications to better meet the intent of the baseline
document. MIL-STD-481B provides guidance in completing DD Form 1694.
(f) Equitable Adjustments for Change Documentation Preparations - For its
-----------------------------------------------------------
effort expended in preparing ECPs, NECPs, Deviations and Waivers, the
Contractor shall receive equitable adjustment under the following
circumstances.
(1) In the event the Contractor, on its own initiative, and without
written request from the Government, develops a change document that is later
disapproved by the Government, the Contractor shall bear the cost of this
effort.
(2) To avoid such loss, and at its option, the Contractor may submit a
"preliminary" document that outlines intent, but without detailed supporting
documentation and request the Supervisor's approval for expenditure of effort
to complete the detailed supporting documentation. In the event the Supervisor
denies this request, the Contractor will bear the cost of development of the
"preliminary" document, and shall make no further effort to complete detailed
supporting documentation.
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<PAGE>
(3) In the event the Supervisor approves the Contractor's request to
develop supporting documentation, the Contractor shall be equitably
compensated for its effort for both the "preliminary" and "final"
documentation, regardless of whether or not the change document is later
approved.
(4) In the event the Government requests in writing that the Contractor
develop change documentation, the effort expended by the Contractor in
developing such documentation shall be subject to equitable adjustment,
regardless of whether or not the change document is later approved.
(5) In the event the Contractor, on its own initiative, and without
written request from the Government, develops a change document that is later
approved by the Government, the cost of developing such documentation shall be
incorporated in the contract modification that implements the change.
(6) Failure to agree to such equitable adjustment in contract price shall
constitute a dispute, and shall be adjudicated in accordance with the
requirements of the clause entitled "DISPUTES" (FAR 52.233-1).
(g) The Contractor shall verify (by physical inspection of the vessel) to the
Government, that all Field Modification Requests (FMRs) and Headquarters
Modification Requests (HMRs) (including Government responsible trial items)
have been incorporated into the vessel. Verification shall include:
(1) List of all HMRs and FMRs authorized to date.
(2) List of those HMRs and FMRs verified to be complete.
(3) List of those HMRs and FMRs which are partially complete or not
started with scheduled date for their completion.
(h) Any cost reduction proposal submitted pursuant to the clause entitled
"VALUE ENGINEERING" (FAR 52.248-1) shall be submitted as a Code V Engineering
Change Proposal (VECP) on the DD Form 1692 series and shall be supplemented by
the information required by the "VALUE ENGINEERING" clause.
C-S HEAVY WEATHER PLAN (NAVSEA) (APR 1992)
In order to ensure that Navy vessels and materials are protected during the
hurricane or "heavy weather" season, the Contractor is required to have a
written Heavy Weather Plan or Procedure which
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assigns responsibilities and prescribes actions to be taken in the event a
hurricane is expected to approach or to strike the place of performance. The
Contractor shall furnish to the cognizant Shipbuilding, Conversion and Repair,
U.S. Navy, upon his request, a copy of such Heavy Weather Plan, and shall make
such changes in the plan as the Supervisor considers necessary and reasonable
to protect and care for vessels and machinery and equipment to be installed
therein.
C-6 CONTRACTOR PROBLEM IDENTIFICATION REPORTS (NAVSEA) (SEP 1990)
(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 on 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;
(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
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(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.
C-7 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 U.S.C 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 C.F.R. 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.
C-8 DRYDOCKING FACILITIES AND SHIPBUILDING WAYS CERTIFICATION (AT) (NAVSEA)
(JAN 1990)
Drydocking facilities and shipbuilding ways employed in the performance of
this contract shall be certified in accordance with MIL-STD-1625C (SH) dated
31 August 1987, Safety Certification Program for Drydocking Facilities and
Shipbuilding Ways for U.S. Navy Ships. The "Facility Certification Report"
shall be submitted to NAVSEA Code 07 via the cognizant Supervisor of
Shipbuilding not less than twelve (12) months prior to the scheduled launching
of the first vessel constructed under this contract.
C-9 PLANS AND OTHER DATA (FT) (NAVSEA) (JAN 1983)
Whenever the Department shall so require, the Contractor shall, at the cost of
reproduction, furnish to whomsoever may be designated by the Department
(including other shipbuilding Contractors), copies of
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working plans (including reproducibles), selected record plans, indices,
material schedules, plan schedules, purchase specifications and other data
relating to the construction of the vessel. The furnishing of such data shall
not constitute any guaranty or warranty, either express or implied, by the
Contractor other than that they are correct copies of such data.
C-10 PLANT PROTECTION (NAVSEA) (SEP 1990)
(a) The Contractor shall provide for its plant and the work in process under
this contract such safeguards, including personnel, devices, and equipment, as
would constitute reasonable protection under peacetime conditions (in the
light of the size of the plant and the scope of its operations) against all
hazards, including unauthorized entry, malicious mischief, theft, vandalism
and fire.
(b) In addition to the foregoing precautions, the Contractor shall provide
such additional safeguards as may be required or approved by the Contracting
Officer for the protection of its plant and the work in process under this
contract against espionage, sabotage, and enemy action. The cost to the
Contractor of all safeguards so required or approved shall, to the extent
allocable to this contract, be reimbursed to the Contractor in the same manner
as if the Contractor has furnished such safeguards pursuant to a change order
issued under the clause of this contract entitled "CHANGES--FIXED PRICE" (FAR
52.243-1) or "CHANGES--COST-REIMBURSEMENT" (FAR 52.243-2), as applicable. Such
cost shall not include any allowance on account of overhead expense, except
shop overhead charges incident to the construction or installation of such
devices or equipment.
(c) Upon payment by the Government of the cost to the Contractor of any device
or equipment required or approved under paragraph (b) above, title thereto
shall vest in the Government, and the Contractor shall comply with the
instructions of the Contracting Officer respecting the identification and
disposition thereof. No part or item of any such devices or equipment shall be
or become a fixture by reason of affixation to any realty not owned by the
Government.
C-11 PRINTING OF TECHNICAL MANUALS, PUBLICATIONS, CHANGES, REVISIONS AND
AMENDMENTS - ALTERNATE I (NAVSEA) (SEP 1990)
(a) The printing, duplication, and binding of all technical manuals, books,
and other publications, and changes, amendments, and revisions thereto,
including all copies and portions of such documents which are required to be
prepared and furnished under this contract for review, approval or otherwise,
shall be accomplished in accordance with the issue of "Government Printing and
Binding Regulations",
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published by the Joint Committee on Printing, Congress of the United States,
as in effect on the date of this contract.
(b) Publications and other printed or duplicated material which (1) are
prepared and carried by equipment manufacturers for regular commercial sale or
use, and (2) require no significant modification for military use or to meet
the requirements of this contract, or (3) are normally supplied for commercial
equipment, shall be provided by the Contractor. Except for material falling
within (1) through (3) of this paragraph, the printing of technical manuals,
publications, changes, revisions, or amendments by the Contractor or
subcontractor is prohibited.
(c) The Contractor shall have the printing and binding of final approved
technical manuals, publications, changes, revisions and amendments thereto, as
required under this contract (whether prepared by the Contractor or a
subcontractor), printed at Government expense by or through the Navy
Publications and Printing Service Office (NPPSO) in the Naval District in
which the Contractor is located, in accordance with the following general
procedures:
(1) Prior to preparation of materials for printing (photolithographic
negatives or camera-ready copies) by the Contractor or a subcontractor, the
Contractor shall make arrangements with the NPPSO and with the designated
Contract Administration Office for printing and binding which shall include:
(i) Citation of contract number;
(ii) Security classification of materials to be printed;
(iii) Establishment of a schedule for printing, including estimated
delivery date to NPPSO;
(iv) Provisions for furnishing photolithographic negatives or
camera-ready copies and art work in the proper sequence for printing;
(v) A check-off list to verify the printing sequence of text pages
and foldouts in the form prescribed by NPPSO;
(vi) Complete printing instructions, which shall specify colors, if
required for specific pages, the trim size, including apron, if required, for
each foldout/in or chart, or other unique requirements;
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(vii) Type of binding (sidewire stitch, loose leaf, screw posts,
etc.); and
(viii) Other instructions, as applicable, such as packing instructions,
quantity for each addressee, required delivery schedule, or delivery
instructions. (The Contractor shall provide an address list and addressed
mailing labels for each addressee).
(2) The Contractor shall ship, all transportation charges paid, to NPPSO
or a contract printer designated by NPPSO, the complete set of
photolithographic negatives or camera-ready copies required to be printed in
accordance with the detailed procedures specified by NPPSO. The NPPSO shall
sign the acceptance block of the DD Form 250 for reproducible quality only.
(3) For steam and electrical plant composite diagrams, the Contractor
shall provide an original Mylar print of the diagram to the NPPSO with a guide
indicating the color of each line. NPPSO will prepare the color separation
negatives for the composite diagram and return those to the Contractor for
editorial review. NPPSO will correct any errors and print the corrected
composite diagram.
(4) NPPSO will furnish or provide for all supplies and services
(including binders) which are necessary to accomplish the printing and
binding.
(5) NPPSO will pack and ship or provide for packing and shipping of the
printed material to the Contractor and the distribution list furnished by the
Contractor in accordance with the printing order, unless distribution by the
Contractor is otherwise required by the terms of the contract, the
specifications, or otherwise, in which case the printed and bound publications
will be returned to the Contractor for distribution.
(6) NPPSO will pack and ship the material used for printing to the NPPSO,
4th Naval District, for storage.
(d)(1) In establishing the schedule for printing, the Contractor shall provide
for furnishing the photolithographic negatives or camera-ready copies to NPPSO
in time to allow at least the following minimum number of working days (eight-
hour day, five days per week exclusive of Saturdays, Sundays, and holidays)
from date of acceptance of material for printing at NPPSO to date of shipment
of printed material from NPPSO.
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<TABLE>
<CAPTION>
Minimum number of working
Printing days required by NPPSO
- -------- -------------------------
<S> <C>
Up to 200 pages 30
201 pages to 400 pages inclusive 40
401 pages to 600 pages inclusive 50
601 pages and over 60
</TABLE>
(2) If NPPSO exceeds the delivery requirements established in accordance
with paragraph (c)(1)(iii), for the item(s) specified, the time shall be
extended by an equivalent number of working days, provided that the Contractor
requests such extensions, in writing, to the Contracting Officer and submits
with its request sufficient evidence to enable the Contracting Officer to
determine the validity of the Contractor's request. If performance of all or
part of the work under this contract is delayed or interrupted by said late
shipment by NPPSO, an adjustment shall be made pursuant to the "GOVERNMENT
DELAY OF WORK" (FAR 52.212-15) clause of the contract.
(e) The Contractor's shall not be responsible for the quality, or quality
control, of printing performed by NPPSO or a printer under contract to NPPSO,
and the Government shall reimburse the Contractor for any costs incurred on
account of replacement of material lost or damaged by NPPSO or a printer under
contract to NPPSO. If such loss or damage of material causes a delay or
interruption of performance of all or any part of the work under this
contract, an adjustment shall be made pursuant to the "GOVERNMENT DELAY OF
WORK" clause of the contract.
(f) The costs of printing, binding, packing and distribution by NPPSO of the
publications and changes described herein (but not the costs of preparing
photolithographic negatives, camera-ready copies and other materials for
printing and the costs of transporting or shipping such materials to NPPSO or
a contract printer designated by NPPSO) shall be borne by the Government.
(g) Procurement of photographic negatives and/or camera-ready copies the
Contractor is authorized only when the terms of the Joint Committee on
Printing (JCP) Authorization No. 23383 of 25 October 1968 are met.
C-12 QUALIFICATION OF CONTRACTOR NONDESTRUCTIVE TESTING (NDT) PERSONNEL
(NAVSEA) (SEP 1990)
(a) The Contractor and any NDT subcontractor (as hereinafter
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defined) shall utilize for the performance of required Nondestructive Testing
(NDT) (which includes radiography, magnetic particle, liquid penetrant, eddy
current, and ultrasonic inspections) only personnel who have been previously
qualified and certified in accordance with MIL-STD-271F (including the 1980
edition of SNT-TC-1A). The term "NDT Subcontractor" is defined to be a first
tier subcontractor performing NDT in conjunction with the production of
materials, components, or equipments for the vessel(s).
(b) Qualification and certification of Level III (Examiner) personnel shall be
based on (1) successful completion of appropriate American Society for
Nondestructive Testing Level III Examinations, and (2) successful completion
of specific and practical examinations developed by the Contractor and based
on MIL-STD-271F(SH) and associated fabrication documents. Documentation
pertaining to the qualification and certification of NDT personnel shall be
available to the Contracting Officer for review upon request.
(c) These requirements do not apply with respect to nuclear propulsion plant
systems and other matters under the technical cognizance of SEA 08. Because of
health and safety considerations, such matters will continue to be handled as
directed by SEA 08.
C-13 SPECIAL AGREEMENT REGARDING SWITCHBOARD SUBCONTRACTS (NAVSEA) (FEB
1991)
(a) The Government has an interest in maintaining a competitive market for
switchboards to be used on U.S. Naval vessels. The requirements of 10 U.S.C.
2507 result in a major component of certain switchboards (i.e. air circuit
breakers) being available from a single domestic source who is also a
competitor for such switchboards. Therefore, the Contractor shall evaluate
subcontract proposals for such switchboards exclusive of air circuit breaker
content or on some other basis that ensures an equitable switchboard
competition.
(b) Notwithstanding approval of the Contractor's purchasing system or the
thresholds established in the "Subcontracts" clause the Contractor shall, in
all cases involving subcontracts which contain air circuit breakers for
switchboards, give advance notification to the contracting officer and obtain
written consent of the contracting officer prior to placing any such
subcontract. Such advance notification shall include all information required
by the "SUBCONTRACTS (FIXED-PRICE CONTRACTS)" (FAR 52.244-1) clause.
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C-14 STANDARDIZATION - ALTERNATE I (NAVSEA) (OCT 1990)
Subject to meeting the requirements of the specifications, the Contractor shall
utilize equipments and components identical to those of the LSD(CV) 49 Class
----------
Ships. Where equipments or components are not available, the Contractor shall
select hull, mechanical, and electrical components in the following order:
(a) Equipment which meets the requirements of the specifications and is
identical to equipments and components of the LSD(CV) 49 Class Ships.
----------
(b) Equipment which meets the requirements of the specifications and which
appears in NAVSEA Standard Components List for Hull, Mechanical and Electrical
Equipment, NAVSEA S-0300-A-PLL-00-0.
(c) Equipment which meets the requirements of the specifications (non-standard
equipment). For this category, Provisioning Technical Documentation shall be
submitted in accordance with paragraph (d) below, and the requirements of the
Contract Data Requirements List.
(d) For Contractor furnished equipments that meet standardization requirements
of paragraph (a) or (b) above, only a Statement of Prior Submission (in
accordance with paragraph 5.4, MIL-STD-1561B) is required. For non-standard
equipment, paragraph (c) above, Provisioning Technical Documentation (PTD)
shall be developed in accordance with MIL-STD-1388-2A, MIL-STD-1561B, and the
Provisioning Requirements Statement.
(e) For non-standard equipment, paragraph (c) above, new/revised Level 3
drawings per DOD-D-1000B shall be developed for new/modified Contractor
furnished equipment. In addition, the Contractor update applicable Level 3
contract ship construction drawings.
(f) For non-standard equipment, paragraph (c) above, new/revised technical
manuals shall be developed in accordance with NAVSEA Standard Items 009-39,
009-41 and 009-42. Technical manual management data shall include those
deliverable data items required for Government monitoring/tracking/approval of
Contractor's technical manual efforts.
C-15 DELETED
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C-16 ASSIGNMENT AND USE OF STOCK NUMBERS (NAVSEA) (SEP 1990)
To the extent that National Stock Numbers (NSNs) or preliminary NSNs are
assigned by the Government for the identification of parts, pieces, items,
subassemblies or assemblies to be furnished under this contract, the
Contractor shall use such NSNs or preliminary NSNs in the preparation of
provisioning lists, package labels, packing lists, shipping containers and
shipping documents as required by applicable specifications, standards or Data
Item Descriptions of the contract or as required by orders for spare and
repair parts. The cognizant Government Contract Administration Office shall be
responsible for providing the Contractor such NSNs or preliminary NSNs which
may be assigned and which are not already in possession of the Contractor.
NSNs are not required to appear on any equipment, parts or components
(including spare and repair parts) to be furnished under this contract.
C-17 SHIPBUILDING PRODUCTION PROGRESS CONFERENCES (Also known as Quarterly
Production Reviews)
(a) The Contractor agrees to attend quarterly Shipbuilding Production Progress
Conferences (SPPC or QPR) to be held at the Naval Sea Systems Command, or if
the Government so elects, at the Contractor's plant, beginning three (3)
months after the effective date of this contract. The objective of these
conferences is to identify problem areas, both actual and anticipated, assess
their potential impact, and assign appropriate management action. The
contractor shall report the status of the program, using appropriate visual
aids, giving particular attention to design performance, integrated logistic
support, cost performance, program management, production performance, quality
program performance, test and evaluation performance and contract status.
Financial status, including cost experience in relation to budgeted and
projected end costs, shall also be reported during the SPPC. The Contractor
shall provide administrative support for the SPPC including clerical services,
conference rooms, and on-site transportation when the conference is held at
the Contractor's facility.
(b) It is agreed and understood that the reports to be made by the Contractor
pursuant to this clause are additional to, and not in substitution for,
reports and notices required to be made or given by the Contractor pursuant to
other clauses of this contract, including but not limited to, the
"Notification of Changes" clause.
C-18 RESERVED
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C-19 QUARTERLY LOGISTIC REVIEWS (QLRS)
(a) The Contractor shall attend and participate in Quarterly Logistic Review
(QLR) meetings which shall be conducted either in the Washington D.C. area or
at the Contractor's facility, at the discretion of the Government, beginning
three months after the effective date of this contract. The reviews will
determine the status of ILS requirements and supply support milestones. The
Contractor shall develop and conduct presentations on work progress and
process alternatives that result in problem resolution. The Contractor shall
provide administrative support for the QLR including clerical services,
conference rooms, and on-site transportation when the conference is held at
the Contractor's facility.
(b) It is agreed and understood that the reports to be made by the Contractor
pursuant to this clause are in addition to, and not in substitution for,
reports and notices required to be made or given by the Contractor pursuant to
other clauses of this contract, including but not limited to, the
"Notification of Changes" clause.
C-20 DESIGN REVIEWS
The Contractor shall attend and participate in Formal Design Progress Reviews
from contract award at approximately six week intervals until the detail
design is complete. The reviews shall be held at NAVSEA (or, at the election
of the Government, at the contractor's facility). An informal Design Progress
Review shall be held more frequently in accordance with a mutually acceptable
schedule developed between the Supervisor of Shipbuilding and the Contractor.
The purpose of these reviews is to report on the progress of the design and to
surface and resolve design and design related problems as they arise. The
Project Manager, or a knowledgeable representative with commensurate authority,
shall lead the Contractor's attendees. The contractor is responsible for the
correction of those contractor responsible problems/discrepancies identified
at the Design Progress Review. The status of all problems/discrepancies
identified shall be reported at subsequent reviews until all action related to
the problem/discrepancy is complete. The contractor shall provide
administrative support for the Design Progress Reviews to the same extent as
for the SPPC.
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C-21 NUCLEUS CREW
a. Nucleus crew shall have access to the Contractor's plant at all
reasonable times for a period commencing approximately twelve months prior to
ship delivery. The Contractor shall provide the Nucleus Crew with separate
offices at the Contractor's plant, in accordance with the clause entitled
"INSPECTION FACILITIES". Spaces, furnishings and facilities shall be located
as necessary so that the entire Nucleus Crew for the ship is in the same
location.
b. A minimum of 25 parking spaces in the shipyard employee parking lots
shall be available to each Nucleus Crew. If such parking spaces are distant
from the Contractor's plant, any personnel transportation services available
to the shipyard personnel between parking lot and shipyard shall be available
to the ship's personnel. The Nucleus Crews will be required to comply with
Contractor rules and regulations governing personnel at its shipyard relating
to security and safety. Communications between the prospective Commanding
Officer and the Contractor shall be via the Supervisor. Each prospective
Commanding Officer shall be allowed free access to the ship at all reasonable
times; be permitted to attend Contractor/Supervisor status meetings, and
receive copies via the Supervisor of all status reports transmitted to the
Supervisor.
c. To the extent that the Nucleus Crew's activities will not interfere
with the Contractor's obligations to deliver the ship in accordance with the
contract terms and conditions, the Nucleus Crew shall be allowed reasonable
access to the ship for the following activities:
(1) Indoctrination and familiarization with the general arrangement
and condition of their ship.
(2) Participation during sea trials to the extent permitted by
available ships' accommodations and consistent with INSURV requirements.
(3) Assisting the Supervisor's personnel in conducting inspections
of their ship.
d. The Contractor shall provide a minimum of 10,000 square feet, of
secure, ventilated, heated warehouse space to store pre-Commissioning support
material such as the medical allowance (AMAL), the dental allowance (ADAL) and
ship's recreation gear. This space shall include sufficient open area to
permit crew members a layout/work area in which to inventory, stencil, paint
and label material as may be required. The Contractor shall furnish the
warehouse with standard office furnishings, telephones, and a
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refrigerator (to store medical supplies). Transportation both within and
outside of the warehouse will be provided (truck, forklift, etc.) along with
management support to staff the warehouse for receipts, storage and delivery
to the ship as needed.
C-22 CONTRACT GUIDANCE DRAWINGS
(a) Contract Guidance Drawings are furnished, pursuant to the Ship
Specifications, and without warranty or representation as to their accuracy,
completeness or suitability for use for any purpose. The Contractor is
responsible for reviewing Contract Guidance Drawings and making his own
determination of the accuracy, completeness, or suitability for use of any
Contract Guidance Drawing which he desires to use pursuant to his performance
of this contract.
(b) The Contractor shall not be entitled to an equitable adjustment
or any other contractual or legal remedy based upon a claim that any or all
Contract Guidance Drawings are inaccurate, incomplete, or unsuitable for the
Contractor's use, intended or otherwise.
C-23 DISCLAIMER
(a) The Government will not provide the Contractor Lead Yard Services
under Schedule B, List of Government Furnished Technical Services, attached
hereto as Attachment J-4. If the Contractor desires Lead Yard Services, the
Contractor shall make its own contractual arrangements for such services. Any
risks associated with or related to use of Lead Yard Services under this
contract including, but not limited to risks associated with or related to the
adequacy of Lead Yard Services for design and construction of the ship are
expressly assumed by the Contractor.
(b) The Government will not provide the Contractor design information,
specifications, drawings, technical data, or other information pertaining to
LSD(CV) 49-51 under Schedule C, List of Government Furnished Information for
the ship attached hereto as Attachment J-5. If the Contractor obtains LSD(CV)
49-51 information through other means, whether governmental or non-
governmental, the Contractor's use of the LSD(CV) 49-51 design information
under this contact is solely at the Contractor's risk. The Government makes no
representations, express or implied, that use of LSD(CV) 49-51 information
depicts, in and of itself, any satisfactory means by which the Contractor can
fulfill its obligations to the Government under this contract. Any risks
associated with or related to use of LSD(CV) 49-51 information under this
contract, including, but not limited to, risks associated with or related to
the adequacy of LSD(CV) 49-51 information for design and construction of the
ship(s)
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are expressly assumed by the Contractor.
(c) Selection of equipment to be installed on the ship to be delivered
under this contract is the sole responsibility of the Contractor, unless the
specifications clearly require Government specified equipment. The Government
makes no representations, express or implied, that equipment from LSD(CV) 49-
51 will satisfy the requirements of this contract, including the Ship
Specifications. Nor does the Government represent, either expressly or
implied, that equipment from LSD(CV) 49-51 will provide any satisfactory means
by which the Contractor can fulfill its obligations to the Government under
this contract. Any risks associated with or related to the selection of
equipment from LSD(CV) 49-51 information, and its installation on the ship to
be delivered under this contract, are expressly assumed by the Contractor.
C-24 REQUIREMENTS FOR AIR CIRCUIT BREAKERS USED IN NAVAL VESSELS
a. For purposes of this clause, "Domestic Manufacture" means the item is
produced or manufactured in the United States; and, substantially all of the
components are produced or manufactured in the United States. Substantially
all of the components shall be considered to be produced or manufactured in
the United States if the aggregate cost of the components produced or
manufactured in the United States exceed the aggregate cost of the components
produced or manufactured outside the United States.
b. In accordance with the requirements of 10 U.S.C. 2507, the contractor
agrees that end items and components thereof delivered under this contract
shall contain air circuit breakers that are of domestic manufacture only.
c. The contractor agrees to retain until the expiration of three years from
the date of final payment under this contract and to make available during
such period, upon request of the Contracting Officer, records showing
compliance with this clause.
d. The Contractor agrees to insert this clause, including this paragraph d,
in every subcontract and purchase order issued in performance of this
contract, unless he knows that the item being purchased contains no air
circuit breakers.
C-25 CURRENT CONTRACT DELIVERY DATE
(a) The Government, in the scheduling of various events which include,
but are not limited to the training and assignment of
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personnel, and deployment of the vessel(s) in the naval service, and the
commitment of facilities and personnel necessary to the foregoing, will
rely upon the Contractor to deliver the vessel(s) on the date(s) required
by the contract.
(b) With regard for the requirements of this contract, the Contractor
shall continuously review his performance on each vessel and provide to
the Government, in writing, within fifteen (15) days after the end of
each three-month (3) period after the start of fabrication on the first
vessel, and until delivery of the last vessel, the following information
with respect to each vessel:
(i) The current delivery date set forth in the contract, as it
may have been amended, and any extension of that date to which
the Contractor considers he is entitled under the terms of the
contract, together with the reason for such extension.
(ii) The Contractor's estimated delivery date, taking into
account all delays arising from causes that the Contractor knew
were in existence on or before the end of the then-current
three-month (3) period, including all adjustments in
performance time to which the Contractor considers he is
entitled under the terms of the contract by reason of
unadjusted change orders or otherwise.
(c) With respect to the information submitted in accordance with
subparagraph (b) above:
(i) If the estimated delivery date for any vessel is earlier
than the current contract delivery date for that vessel,
including any extensions to which the Contractor is entitled
pursuant to any clause of this contract, the Contractor may
propose to advance the contract delivery date.
(ii) If the estimated delivery date for any vessel is later
than the current contract delivery date for that vessel,
including any extensions to which the Contractor is entitled
pursuant to any clause of this contract, the Contractor shall
set forth the steps to be taken by him to avoid delivering the
vessel later than said contract delivery date. If the
Contractor considers it not to be feasible to advance the
estimated delivery date to the contract delivery date,
including any extensions to which the Contractor is entitled
pursuant to any change of this contract, the Contractor may
propose an extension in the contract delivery date.
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(d) Within sixty (60) days following receipt by the Contracting
Officer of the submission(s) and proposal(s) in compliance with (b) and (c)
above, the delivery date(s) for the vessel(s) shall be affirmed or
revised in a contract modification in one of the following ways:
(i) If the Contractor's proposed contract delivery date for
any vessel represents an adjustment in the performance time to
which the Contracting Officer agrees the Contractor is entitled
pursuant to any clause of this contract, the Contracting
Officer shall accept the proposed delivery date.
(ii) If the Contractor's proposed contract delivery date for
any vessel is unacceptable to the Contracting Officer, the
Contracting Officer may agree with the Contractor on another
mutually acceptable contract delivery date representing an
adjustment in the performance time pursuant to the pertinent
clauses of this contract.
(iii) If the Contractor's proposed contract delivery date for
any vessel reflects an extension of performance time for which,
either in whole or in part, the Contracting Officer considers
to be responsible, the Contracting Officer may in his sole
discretion, nevertheless accept such date provided that the
parties shall agree upon, or the Contracting Officer shall
determine, the amount of time included in the extension of
performance time which was due to inexcusable causes of delay.
If the parties cannot agree upon the responsibility for the
delays reflected in the extension of performance time, then the
Contracting Officer may elect to accept the Contractor's
proposed contract delivery date and defer the making of the
determination of responsibility for the delays without
prejudice to the rights of either party pertinent to such
responsibility.
(iv) If the Contracting Officer and the Contractor are unable
to agree on a mutually acceptable contract delivery date for
any vessel, the Contracting Officer shall unilaterally
establish a contract delivery date for any vessel which shall
include the time of extension to which the Contractor is
entitled pursuant to the terms of this contract and may include
performance time for which the Contractor is responsible,
provided that the Contracting Officer specified the extent of
the inexcusable delay. The Contractor shall take all necessary
steps to meet said delivery date subject to a claim for
equitable adjustment
48
<PAGE>
in the contract price by reason of acceleration if it should be
subsequently determined that the delivery date established by
the Contracting Officer is earlier than the delivery to which
the Contractor is entitled pursuant to the terms of this
contract.
(v) The Contractor and the Contracting Officer may agree to
affirm that the delivery date(s) for the vessel(s) set forth in
the contract is (are) the current contract delivery date(s).
(e) Notwithstanding any other rights conferred on the Contractor by
the "CHANGES - FIXED PRICE" clause or any other clause of this contract,
or otherwise, no claim by the Contractor for an extension in delivery
date(s) shall be allowed subsequent to the affirmation of the current
contract delivery date(s) or the agreement or determination of the
current contract delivery date(s) arising from causes that the Contractor
knew or should have known were In existence on or before the effective
date of the paragraph (b) submission or the paragraph (c) proposal
leading to such agreement or determination.
C-26 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT (FIXED PRICE)
(NAVSEA) (OCT 1990)
(a) Contract Specifications. The Government will furnish, if not
-----------------------
included as an attachment to the contract, any unique contract
specifications set forth in Section C.
(b) Contract Drawings and Data. The Government will furnish
--------------------------
contract drawings, design agent drawings, ship construction drawings,
and/or other design or alteration data cited or referenced in Section C
or in the contract specification as mandatory for use or for contract
guidance.
(C) Government Furnished Information (GFI). GFI is defined as that
---------------------------------------
information essential for the installation, test, operation, and
interface support of all Government Furnished Material enumerated on
NAVSEA Form 4205/19 or Schedule A, as applicable, attached to the
contract. The Government shall furnish only the GFI identified on
the NAVSEA Form 4340/2 or Schedule C, as applicable, attached to the
contract. The GFI furnished to the contractor need not be in any
particular format. Further, the Government reserves the right to
revise the listing of GFI on the NAVSEA Form 4340/2 or Schedule C, as
applicable, as follows:
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<PAGE>
(1) The Contracting Officer may at any time by written order:
(i) delete, supersede, or revise, in whole or in part, data listed
or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as
applicable; or
(ii) add items of data or information to NAVSEA Form 4340/2 or
Schedule C, as applicable; or
(iii) establish or revise due dates for items of data or information
in NAVSEA Form 4340/2 or Schedule C, as applicable.
(2) If any action taken by the Contracting Officer pursuant to
subparagraph (1) immediately above causes an increase or decrease in the
costs of, or the time required for, performance of any part of the work
under this contract an equitable adjustment shall be made in the contract
price and delivery schedule in accordance with the procedures provided
for in the clause of this contract entitled "CHANGES - FIXED PRICE" (FAR
52.243-1).
(d) Except for the Government information and data specified by
paragraphs (a), (b), and (c) above, the Government will not be obligated
to furnish the contractor any specification, standard, drawing, technical
documentation, or other publication, notwithstanding anything to the
contrary in the contract specifications, the GFI listed on the NAVSEA
Form 4340/2 or Schedule C, as applicable, the clause of this contract
entitled "GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)" (FAR 52.245-2), or
any other term or condition of this contract.
(e) Referenced Documentation. The Government will not be obligated to
------------------------
furnish Government specifications and standards, including Navy standard
and type drawings and other technical documentation, which are referenced
directly or indirectly in the contract specifications set forth in
Section C and which are applicable to this contract as specifications.
Such referenced documentation may be obtained from:
Standardization Document
Order Desk, Building 4, Section D
700 Robbins Avenue
Philadelphia, Pennsylvania 19111-5094
Commercial specifications and standards, which may be referenced in the
contract specification or any sub-tier specification or standard,
are not available from Government sources and should be obtained from the
publishers.
50
<PAGE>
NOTE: These requirements do not apply with respect to nuclear propulsion
plant systems and other matters under the technical cognizance of the
Deputy Commander, Nuclear Propulsion Directorate, Naval Sea Systems
Command.
C-27 GOVERNMENT SUPPORT SERVICE CONTRACTOR PARTICIPATION
Deliverables under this contract will be reviewed by Navy support
contractors (and their subcontractors) acting in an advisory
role of service contractor to the Naval Sea Systems Command (Code PMS
377).
It is the responsibility of the Contractor to come to an agreement with
any such support contractors to provide for protection of any proprietary
information delivered under this contract.
C-28 PREVENTION OF THE DISCHARGE OF OIL AND HAZARDOUS SUBSTANCES
(a) Policy. In compliance with Executive Order No. 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, as amended (33 U.S.C.
-------
1001 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 naval vessels 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) Definition. For the purpose of this clause, the terms "oil".
----------
"oily mixture", "hazardous substance", and "discharge" shall have the
meanings as defined in the Acts referred to in paragraph (a) of this
clause.
(c) Trials. Prior to commencement of any dock or sea trials hereunder,
------
the Contractor shall assure the Supervisor by means of demonstration,
completed test memoranda, or other means reasonably acceptable to the
Supervisor that (i) the equipment installed in the vessel, as required by
the Specifications, which are necessary for the prevention of accidental
discharges of oil, oily mixtures or hazardous substances from said
vessel(s), are fully operable, and (ii) the Contractor's personnel
designated to operate said vessel(s) during such trials have been
sufficiently trained in the operation of those equipments to eliminate
all foreseeable risks of discharge of oil, oily mixtures or hazardous
substances.
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(d) Reports. The Contractor shall, as soon as he has knowledge of any
-------
discharge of oil, oily mixture or hazardous substance from said
vessel(s), immediately notify the Supervisor thereof and shall
immediately take all reasonable steps to prevent further discharge.
Within twenty-four (24) hours thereafter, the Contractor shall file with
the Supervisor the "Oil or Hazardous Substance Discharge Report" as set
forth in the DD Form 1423, Exhibit A.
(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.
C-29 PROCUREMENT OF ITEMS OF FOREIGN ORIGIN
(a) With respect to ship components or equipments manufactured other
than in the United States or Canada and required to be delivered under
this contract, the Contractor agree to include the Rights in Technical
Data and Computer Software (Foreign) (JUN 1975) clause of DOD FAR SUPP
252.227-7032, in any subcontract awarded to any foreign source for the
procurement of such components or equipments.
(b) In the event the Contractor is unable to include the clause of DOD
FAR SUPP 252.227-7032 in any subcontract with a foreign source, the
Contractor agrees to use its best efforts to require such foreign source
to license a component source in the United States or Canada to
manufacture and sell such components or equipments to enable the
reprocurement of such components or equipments by or for the United
States Government.
(c) In the event the Contractor cannot comply with the requirements
set forth in paragraph (a) and (b) above, the Contractor agrees to
include the Rights in Technical Data and Computer Software clause of DOD
FAR SUPP 252.227-7013 in effect on the date of contract award, or a
suitably modified version thereof as contemplated by DOD FAR SUPP
227.411, in any subcontract awarded to any foreign source for the
procurement of such components or equipments.
C-30 USE OF GOVERNMENT FACILITIES, SPECIAL TOOLING, AND SPECIAL
PURPOSE TEST EQUIPMENT ON A NO-CHARGE BASIS
1. Applicable to Item 0001
-----------------------
52
<PAGE>
(a) The fixed prices as set forth herein is based upon the Contractor
and its subcontractors receiving authorization to use, in the performance
of this contract, the Government owned facilities, special tooling and
special test equipment listed in Attachment J-10, provided that such
utilization does not interfere with the performance of the work called
for under the accountable contract. Items are to be listed by Offeror on
Attachment J-10.
2. Attachments J-10 shall be in the following format
-------------------------------------------------
Item/Number/ Accountable Acquisition Use
Description QTY Contract Age Cost Period rent
- ----------- --- -------- --- ----------- -----------
3. Notwithstanding anything to the contrary in special Contract
Requirement I-2 entitled "GOVERNMENT PROPERTY (FT)(83-1), the Government
owned facilities, special tooling and special test equipment listed above
will be provided "as is" without any Government warranty that the
facilities, special tooling and special test equipment are suitable for
the Contractor's intended use. Additionally, the Government makes no
warranty that the facilities, special tooling or special test equipment
listed above will be made available to the Contractor at any specified
time or in sufficient time to enable the Contractor to meet this
contract's delivery or performance dates.
4. Except as otherwise provided in this clause or in the clause of this
contract entitled "GOVERNMENT FURNISHED PROPERTY", the facilities,
special tooling and special test equipment listed above shall be governed
by the Government Property clause of this contract.
5. The cost of transportation, as well as all costs involved in making
the property identified in this clause suitable for contractor use, such
as any conversion or repair costs, shall be borne by the Contractor.
6. No rent-free use of Government production and research property
other than as described above will be authorized unless such use is
approved in writing by the Contracting Officer cognizant of the property,
and either -
a. rent calculated in accordance with FAR 45.403 is charged;
or
b. the contract price is reduced by an equivalent amount.
53
<PAGE>
C-31 STORAGE OF GOVERNMENT FURNISHED MATERIAL (GFM)
(a) The Contractor shall have available adequate warehouse facilities
to store and handle all GFM as it is received. The Contractor shall use
Schedule "A" and Schedule "C", attached hereto as Attachments J-3 and J-
5, respectively, to determine the storage space required. The Contractor
shall provide a separate secure room in the warehouse area meeting the
applicable requirements of FAR 52.204-2. "SECURITY REQUIREMENTS," for
classified components. The Contractor shall store all security equipment
in this room.
(b) Environmental control shall be maintained within the warehouse such
that the temperature does not exceed 100 degrees Fahrenheit, nor fall below
55 degrees Fahrenheit, and sudden change in temperature shall be avoided.
Humidity shall be held below the dew point at all times, regardless of
temperature.
(c) The following shall apply to the storage of GFM:
(i) Segregated storage shall be provided for LSD 52 GFM,
separate from other ships.
(ii) All GFM will require environmental storage, except boats
which may be stored in a non-environmentally controlled
warehouse.
(iii) Equipment may arrive in the yard as early as twelve (12)
months in advance to the dates specified in Schedule "A".
The Contractor shall provide adequate storage to
accommodate equipment/material as soon as it is provided
to the Contractor without any increase in target cost,
target profit, target price, or ceiling price.
54
<PAGE>
SECTION D - PACKAGING AND MARKING
Items 0002, 0004, 0006, 0010 and 0011: Data shall be packaged and marked
in accordance with the applicable Contract Data Requirements List (CDRL),
DD Form 1423.
Classified material shall be packaged and marked in accordance with the
requirements of this contract and the Department of Defense Industrial
Security Manual for Safeguarding Classified Information, DOD 5220.22M.
Item 0003: Crew familiarization and training materials shall be packaged
and marked in accordance with the applicable Contract Data Requirements
List (CDRL), DD Form 1423.
Item 0005: Technical Manuals shall be packaged and marked in accordance
with the Technical Manual Contract Requirements (TMCR).
Item 0007: The on-board repair parts, repair parts, special tools, loose
hardware, support and test equipment shall be marked, prepared and
packaged in accordance with the ship specifications. When not otherwise
specified, spare and repair parts shall be packaged and packed in
accordance with "Level A Packaging and Packing" or Military Specification
MIL-E-17555H, dated 15 November 1984.
Items 0008 and 0009: The supplies to be provided hereunder shall be
reserved, packaged, and packed in accordance with instruction to be given
by the Administrative Contracting Officer (ACO) or the Navy Ships Parts
Control Center (SPCC) Contracting Officer.
SECTION D: ADDITIONAL REQUIREMENTS
D-1. IDENTIFICATION MARKING OF PARTS (NAVSEA) (OCT 1990)
(a) Identification marking of individual parts within the systems,
equipments, assemblies, subassemblies, components, groups, sets or kits,
and of spare and repair parts shall be done in accordance with applicable
specifications and drawings. To the extent identification marking of
such parts is not specified in applicable specifications or drawings,
such marking shall be accomplished in accordance with the following:
(1) Parts not manufactured to Government specifications shall be
marked in accordance with generally accepted commercial practice.
(2) Parts manufactured to Government specifications shall be marked
as follows:
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<PAGE>
(i) Electrical parts - that is, all parts in electrical equipments
and electrical parts when used in equipments which are not electrical in
nature (e.g., electric controls and motors in a hydraulic system) - shall
be identified and marked in accordance with MIL-STD-1285B, or, where MIL-
STD-1285B does not cover such a part, in accordance with MIL-STD-130G.
Requirements of DOD-STD-1686A for Electrostatic Discharge Control shall
be addressed.
(ii) Electronic Parts - that is, all parts in electronic equipments
and electronic parts when used in equipments which are not electronic in
nature (e.g., electronic fuel controls in some engines) - shall be
identified and marked in accordance with Requirement 67 of MIL-STD-454M,
with Notice 1. Requirements of DOD-STD-1686A for Electrostatic Discharge
Control shall be addressed.
(iii) Parts other than electrical or electronic parts (as described
above) shall be identified and marked in accordance with MIL-STD-130G.
(b) In cases where parts are so small as not to permit identification
marking as provided above, such parts shall be appropriately coded so as
to permit ready identification.
D-2. MARKING OF REPORTS (NAVSEA) (SEP 1990)
All reports delivered by the Contractor to the Government under this
contract shall prominently show on the cover of the report:
(1) name and business address of the Contractor
(2) contract number
(3) sponsor:
------------------------------------------
(Name of Individual Sponsor)
------------------------------------------
(Name of Requiring Activity)
------------------------------------------
(City and State)
56
<PAGE>
SECTION E - INSPECTION AND ACCEPTANCE
Item 0001: The ship shall be inspected and accepted at origin (i.e., the
Contractor's facility shown below) by an authorized representative of the
Government.
Avondale Industries, Inc.
Shipyards Division
----------------------------
(Name of Facility)
5100 River Road
----------------------------
(Street Address)
Avondale, LA 70094
----------------------------
(City, State & Zip Code)
Items 0002, 0004, 0005, 0006 and 0011: Data shall be inspected and
accepted in accordance with the applicable Contract Data Requirements
List (CDRL), DD Form 1423.
Item 0003: Crew Familiarization shall be inspected and accepted in
accordance with the applicable Contract Data Requirements List
(CDRL), DD Form 1423.
Item 0007: COSAL material shall be inspected and accepted in
accordance with the applicable Specification requirements for
acceptance of the ship.
Items 0008 and 0009: Inspection and acceptance for supplies and
services shall be as specified in each order.
Item 0010: Inspection and acceptance shall be made by an authorized
representative of the Government at the delivery destination.
SECTION E: ADDITIONAL REQUIREMENTS
E.1 FINAL ACCEPTANCE (AT) (NAVSEA) (JAN 1983)
Each vessel shall be finally accepted upon the expiration of its guaranty
period.
E.2 GUARANTY PERIOD (FT) (NAVSEA) (JAN 1990)
(a) As used in this contract, the term "defects" includes any and all
defects, deficiencies, deteriorations, and failure in the vessel(s).
There shall be a guaranty period for each vessel
57
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vessel(s). There shall be a guaranty period for each vessel beginning at
the time of preliminary acceptance and ending eight (8) months after
preliminary acceptance of the vessel, unless extended as provided in
paragraph (b) below.
(b) The guaranty period for each vessel shall be extended by the time
during which such vessel is not available for unrestricted service by
reason of any defects for which the Contracting Officer shall determine
the Contractor to be responsible. During said period the vessel, after
being fully equipped and armed and in all respects complete and ready for
service, may be finally tried by and at the expense of the Government
under conditions prescribed by the Secretary of the Navy. The Contractor
may, with approval of the Contracting Officer, have an engineer on board
such vessel during such period. Such engineer shall have every
reasonable opportunity to inspect the working of such vessel in all its
parts but shall have no power to direct or control its operation.
E.3 INSPECTION FACILITIES (FT) (NAVSEA) (JAN 1990)
The facilities to be provided pursuant to paragraph (d) of the clause
entitled "INSPECTION OF SUPPLIES--FIXED-PRICE (FT) (JUL 1985) ALTERNATE I
(JUL 1985) (DEVIATION 89-915 - 29 JUN 1989" (FAR 52.246-2) shall be equal
to those provided by the Contractor for his use for generally similar
purposes, and shall include offices and related equipment; drafting
rooms; convenient parking facilities; equipment for reproduction of such
items as plans, booklets, test memoranda and allowance lists; and
telephones connected to the Contractor's and local telephone system.
Toll charges for the Supervisor's calls will be paid by the Government.
In lieu of providing reproduction equipment, the Contractor may provide
reproduction services to the Supervisor. Assistance shall include
services necessary in testing or handling machinery, equipment, and
materials for the purpose of inspection or test.
E.4 LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF DEFECTS (FT)
(NAVSEA) (JAN 1990)
The liability of the Contractor as to any vessel for the correction of
defects, as determined pursuant to the "INSPECTION" and "GUARANTY PERIOD"
requirements of this contract, discovered during the guaranty period
(other than defects resulting from fraud or such gross mistakes as amount
to fraud) shall be limited to $ 2,500,000.
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E.5 PRELIMINARY ACCEPTANCE (AT) (NAVSEA) (JAN 1983)
Upon satisfactory completion of the applicable trial requirements and
upon delivery as provided in Section F of this contract, each vessel
shall be preliminarily accepted.
E.6 INSPECTION
(a) All supplies (which term throughout this clause includes without
limitation raw material, components, intermediate assemblies, and end
products) shall be subject to inspection and test by the Government, to
the extent practicable at all times and places including the period of
manufacture or construction and in any event prior to final acceptance of
the ship.
(b) Supplies rejected prior to Preliminary Acceptance as not
conforming to this contract and any Contractor responsible defects
discovered during the guaranty period shall at the election of the
Government be replaced or corrected either by the Government or by the
Contractor. The Government will, whenever practicable, afford the
Contractor an opportunity to examine the defective supplies before they
are replaced or corrected. Supplies or lots of supplies which have been
rejected or required to be corrected shall be removed or if permitted or
required by the Contracting Officer, corrected in place by and at the
expense of the Contractor promptly after notice, and shall not thereafter
be tendered for acceptance unless the former rejection or requirement of
correction is disclosed. Prior to the establishment of the total final
price, the cost of replacement or correction shall be considered as a
cost incurred, or to be incurred, for the purpose of negotiating the
total final cost under this contract. After the establishment of the
total final price, all replacements or corrections made by the Contractor
shall be accomplished at no increase in the total final price. If the
Contractor fails either promptly to remove such supplies or lots of
supplies which are required to be removed, or promptly to replace or
correct such supplies or lots of supplies, the Government either (i) may
replace or correct such supplies, and equitably reduce any price, or, if
it is established, the total final price of this contract; or (ii) may
terminate this contract for default as provided in the clause of this
contract entitled "DEFAULT". Unless the Contractor corrects or replaces
such supplies within the required delivery schedule, the Contracting
Officer may require the delivery of such supplies and equitably reduce
any price or, if it is established, the total final price of this
contract. Failure to agree to such equitable reduction shall be a
dispute concerning a question of fact within the meaning of the clause of
this contract entitled "DISPUTES".
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(c) The cost of any replacement or correction for which the
Contractor is responsible shall be borne by the Contractor, except that
the liability of the Contractor for the correction of defects discovered
subsequent to Preliminary Acceptance (other than defects resulting from
fraud or such gross mistakes as amount to fraud) shall be limited as set
forth in the clause of this contract entitled "LIMITATION OF CONTRACTOR'S
LIABILITY FOR CORRECTION OF DEFECTS". An increase in the contract price
on account of any replacement or correction for which the Contractor is
not responsible shall be determined pursuant to the clause of this
contract entitled "CHANGES".
(d) If any inspection or test is made by the Government on the
premises of the Contractor or a subcontractor, the Contractor without
additional charge shall provide all reasonable facilities and assistance
for the safety and convenience of the Government inspectors in the
performance of their duties. If Government inspection or test is made at
a point other than the premises of the Contractor or a subcontractor, it
shall be at the expense of the Government except as otherwise provided
in this contract; provided, that in case of rejection the Government
shall not be liable for any reduction in value of samples used in
connection with such inspection or test. All inspections and tests by
the Government shall be performed in such a manner as not to unduly delay
the work. The Government reserves the right to charge to the Contractor
any additional cost of Government inspection and test when supplies are
not ready at the time that such inspection and test is required by the
terms of the contract or when reinspection or retest is necessitated by
prior rejection. Failure to inspect and accept or reject supplies shall
neither relieve the Contractor from responsibility for such supplies as
are not in accordance with the contract requirements nor impose liability
on the Government therefor.
(e) The inspection and test by the Government of any supplies or
lots thereof does not relieve the Contractor from any responsibility
regarding. defects or other failures to meet the contract requirements
which may be discovered prior to Final Acceptance. Final Acceptance
shall be conclusive except for latent defects, fraud, or gross mistakes
amounting to fraud.
(f) The Contractor shall provide and maintain an inspection system
acceptable to the Government prior to start of construction and which
shall be in effect at the start of each phase of the construction of the
ship. Records of all inspection work by the Contractor shall be kept
complete and available to the Government during the performance of this
contract and for such longer period as may be specified elsewhere in this
contract.
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(g) The Commander, Naval Sea Systems Command shall determine the
responsibility of the Contractor under this clause.
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SECTION F - DELIVERIES OR PERFORMANCE
ITEM 0001: The ship shall be delivered free of expense to the Government
in accordance with the instruction specified in the clause hereof
entitled "F.O.B. ORIGIN," at or near the Contractor's plant at
Avondale, LA
- --------------------------------------------------------------------------------
(Offeror insert city or town in which plant is located)
Except when the Material Inspection and Receiving Report (MIRR) (DD Form
250) is used as an invoice, the Contractor shall enter unit prices on all
MIRR copies. Line item prices shall be priced using actual prices or, if
not available, estimated prices. When an estimated price is used, an "El"
shall be entered after the price.
The Contractor shall deliver the ship fully outfitted in accordance with
this contract and after successful acceptance trials and an acceptance
survey, ready to receive cargo and crew, with approvals and
certifications in place as required. The ship, when delivered, shall be
at a draft, trim and list condition within the tolerances specified in
Section 070K of the specifications. Where ballast water is necessary,
the delivery condition shall be achieved through the use of either clean
sea water or fresh water ballast, of both, but the quantity shall not
exceed the ship's normal ballast capacity unless specifically approved by
the Supervisor. Polluted or silt-carrying water, such as harbor or river
water, shall not be used to achieve the delivery condition of the ship.
The Contractor shall ensure that the delivery condition of the ship is
restored in accordance with the above criteria where it becomes necessary
to obtain a differing temporary condition to clear an obstruction (low
bridge, shallow draft, narrow beam clearance, etc.) on the way to open
ocean.
The ship shall be delivered no later than 54 calendar months after the
date of contract award.
All supplies to be furnished hereunder shall be delivered with all
transportation charges prepaid, in accordance with the clause hereof
entitled "F.O.B. Destination" to destinations specified in Attachment A
or as specified below:
ITEMS 0002, 0004, 0005, 0006, 0010 and 0011 - The data to be furnished
hereunder shall be delivered prepaid to destination(s) and at the time(s)
specified on the DD Form 1423.
ITEMS 0007, 0008 and 0009 - In cases where orders are placed by bilateral
modifications, delivery shall be effected in accordance with the delivery
schedule established in the bilateral modification.
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In cases where orders are placed by unilateral modification, deliveries
shall be effected in accordance with the delivery schedule proposed by
the Administrative Contracting Officer (ACO) or the Navy Ships Parts
Control Center (SPCC) in each unilateral modification, unless the
Contractor, within thirty (30) days of receipt of the unilateral
modification, notifies the ACO or SPCC that the proposed delivery
schedule is not acceptable. In the latter case, the Contractor shall
propose an alternate delivery schedule, which shall be the subject of
negotiation prior to its inclusion in the bilateral modification
expressing the order for the supplies.
Unless otherwise expressed in the unilateral or bilateral modification,
the supplies shall be delivered F.O.B. carrier's freight station at or
near the Contractor's plant, and shipment shall be on Government bills of
lading.
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SECTION G - CONTRACT ADMINISTRATION DATA
Purchasing Office Representative - Naval Sea Systems Command, SEA 02224,
Telephone (703)602-1926/67.
Contract Administration Office - Supervisor of Shipbuilding, New Orleans,
LA 70142
All written Contractor correspondence to NAVSEA shall be signed by an
authorized representative of the Contractor with an advance copy to the
Contract Administration office and NAVSEA PMS 377. (The Contractor shall
ensure that a list of its representatives is on file with the Contract
Administration Office and Procuring Contracting Officer). Correspondence
shall be submitted in the number of copies designated by the Contract
Administration Office and shall normally be limited to one subject When
referring to payment, changes, or delivery. For correspondence addressed
to the Procuring Contracting Officer, The Contractor is responsible for
timely delivery of a direct advance copy especially if notification to
the PCO is required or acknowledgement or receipt is desired or
requested.
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SECTION H - SPECIAL CONTRACT REQUIREMENTS
<TABLE>
TITLE PAGE
----- ----
<S> <C> <C> <C>
H-1 5252.202-9101 ADDITIONAL DEFINITIONS (FT) - ALTERNATE 67
II (JAN 1990)
H-2 5252.209-9102 WEIGHT CONTROL 68
H-3 5252.215-9106 PRICE ADJUSTMENT FOR CHANGES IN FEDERAL 70
LAW (FT) (JAN 1990)
H-4 5252.216-9100 COMPENSATION ADJUSTMENTS (LABOR AND 73
MATERIAL) (FI) (JAN 1990)
H-5 5252.227-9113 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM 82
(SEP 1990)
H-6 5252.227-9112 LOGISTIC SUPPORT REQUIREMENT (AT) (JAN 83
1990)
H-7 5252.228-9104 ADDITIONAL INSURANCE PROVISIONS (FT) (JAN 84
1990)
H-8 5252.228-9105 INSURANCE-PROPERTY LOSS OR DAMAGE- 85
LIABILITY TO THIRD PERSONS (FT) (JAN 1990)
H-9 5252.232-9105 PAYMENTS (FI) (JAN 1990) 88
H-10 5252.232-9108 FINAL SETTLEMENT (FT) (JAN 1983) 94
H-11 5252.233-9103 DOCUMENTATION OF REQUESTS FOR EQUITABLE 95
ADJUSTMENT (AT) - ALTERNATE I (JAN 1990)
H-12 5252.245-9124 LIENS AND TITLE (FI) (JAN 1990) 97
H-13 5252.245-9127 ADDITIONAL PROVISIONS RELATING TO 99
GOVERNMENT PROPERTY (FT) (JAN 1990)
H-14 5252.246-9124 SHIPBUILDING SUPPORT OFFICE SCHEDULES 101
(AT)
(JAN 1983)
H-15 5252.246-9128 DELIVERY OF COMPLETED VESSEL (FT) (JAN 102
1983)
</TABLE>
65
<PAGE>
SPECIAL CONTRACT REQUIREMENTS CONTINUED
<TABLE>
TITLE PAGE
----- ----
<S> <C> <C> <C>
H-16 5252.233-9107 EQUITABLE ADJUSTMENT: WAIVER AND RELEASE 104
OF CLAIMS (AT) (JAN 1983)
H-17 5252.225-9100 FOREIGN SHIPYARD CONSTRUCTION PROHIBITION 104
(AT) (JAN 1983)
H-18 5252.243-9105 NOTIFICATION OF CHANGES (FT) - ALTERNATE I 104
(JAN 1983)
H-19 5252.243-9113 OTHER CHANGE PROPOSALS - ALTERNATE I 108
(JAN 1990)
H-20 ORDERS 109
H-21 ORDER OF PRECEDENCE 114
H-22 NOT USED 115
H-23 PERFORMANCE INCENTIVE 115
H-24 REPAIR PARTS, TOOLING AND EQUIPMENT 123
H-25 PROVISION OF ENGINEERING SERVICES 123
</TABLE>
66
<PAGE>
H-1 NAVSEA 5252.202-9101 ADDITIONAL DEFINITIONS (FT) - ALTERNATE II (JAN 1990)
As used throughout this contract, the following terms shall have the meanings
set forth below:
(a) DEPARTMENT - means the Department of the Navy.
(b) COMMANDER, NAVAL SEA SYSTEMS COMMAND - means the Commander of the Naval
Sea Systems Command of the Department of the Navy or his duly appointed
successor or duly authorized representative.
(c) SUPERVISOR - means the cognizant Supervisor of Shipbuilding, Conversion and
Repair, Department of the Navy.
(d) PROJECT MANAGER (SHAPM)(PMS) - means the PMS377 Program Manager, or his
duly appointed successor or duly authorized representative, of the Naval Sea
Systems Command of the Department of the Navy.
(e) LEAD SHIP OR FIRST SHIP OF THE CLASS - means the LSD(CV) 49.
(f) FOLLOW SHIP - means any ship of the LSD(CV) Class other than the first
ship.
(g) ADJUSTMENT IN CONTRACT PRICE - means adjustment in target cost, target
profit, target price and ceiling price or fixed price, as appropriate under the
circumstances and except as otherwise provided in the contract.
(h) NATIONAL STOCK NUMBERS - Whenever the term Federal Item Identification
Number and its acronym FIIN or the term Federal Stock Number and its acronym FSN
appear in the contract, order or their cited specifications and standards, the
terms and acronyms shall be interpreted as National Item Identification Number
(NIIN) and National Stock Number (NSN) respectively which shall be defined as
follows:
1. National Item Identification Number (NIIN). The number assigned to
------------------------------------------
each approved Item Identification under the Federal Cataloging
Program. It consists of nine numeric characters, the first two of
which are the National Codification Bureau (NCB) Code. The remaining
positions consist of a seven digit non-significant number.
2. National Stock Number (NSN). The National Stock Number (NSN) for an
---------------------------
item of supply consists of the applicable four position Federal Supply
Class (FSC) plus the applicable nine position National Item
Identification Number (NIIN) assigned to the
67
<PAGE>
item of supply.
(i) REFERENCES TO THE FEDERAL ACQUISITION REGULATION (FAR) - All references to
the FAR in this contract shall be deemed also to include the DOD FAR Supplement
(DFARS), unless clearly indicated otherwise.
(j) PROSPECTIVE COMMANDING OFFICER - Means the LSD 52's Prospective Commanding
Officer or his duly appointed representative.
H-2 NAVSEA 5252.209-9102 WEIGHT CONTROL (SEP 1990)
(a) In accordance with the procedures set forth in Section 096 of the
Specifications, the Contractor shall enter into agreement with the Government as
to the Accepted Weight Estimate (AWE) for the vessel(s) under this contract, and
such agreement shall be set forth in a supplemental agreement. The AWE values
for full load displacement and vertical center of gravity above bottom of keel
(KG) are the baseline for measuring Contractor responsibility within the meaning
of this clause. The aforementioned AWE values shall be equal to or less than
the following Not-to-Exceed (NTE) values:
Contractor Responsible Full Load Displacement 16,650 long tons Contractor
------
Responsible KG 31.83 feet
----------------
In the event an agreement on the AWE cannot be reached within four months after
award of this contract, the NTE values become AWE values.
(b) The net weight and moment effect of every change incorporated into this
contract shall be agreed upon and set forth in a supplemental agreement.
(c) One month prior to the inclining experiment, the net weight and moment
differences to Government Furnished Material (GFM), since the AWE, that were
beyond the control of the Contractor, excluding the effect of contract changes,
shall be agreed upon and set forth in a supplemental agreement. All weight and
moment differences to GFM resulting from the correction of data for which
accurate information was available prior to the AWE or from the relocation of
GFM at the discretion of the Contractor are considered to be within the control
of the Contractor.
(d) The Contractor shall be responsible for the full load displacement and KG
of the delivered ship minus the weight and vertical moment values agreed upon
for contract changes and differences to GFM beyond its control. Also, the
Contractor shall be responsible for the delivery of the ship with a trim and
list within
68
<PAGE>
the tolerances specified in Section 070 of the Specifications. The Contractor,
however, will not be responsible for the net total adverse effect on trim or
list caused by contract changes and differences to GFM beyond his control.
(e) If the Contractor proposes cost or contract changes solely for the purpose
of meeting the values of displacement, KG, trim, or list required by this
contract, and if the Contracting Officer approves, the changes shall be non-
reimbursable and implemented with no increase in the cost of, or change in the
period of performance of, this contract. Changes described in this paragraph,
as well as Value Engineering Changes that reduce weight, are not considered
contract changes when computing the Contractor responsible condition described
in paragraph (d) above.
(f) The parties agree that this contract (and more specifically the performance
incentives in Clause H-23, "PERFORMANCE INCENTIVE"), has (have) been structured
in conjunction with the following liquidated damages provision. The parties
further agree that the potential remedy of a termination for default of the
Contractor for failure to conduct its activities pursuant to this contract in a
manner so as to deliver the vessel(s) within the NTE values set forth in
paragraph (a), does not afford a complete or adequate remedy to the Government.
The parties also recognize and agree that it is virtually impossible and
completely impracticable to establish the actual damages which would be suffered
by the Government for the failure of the Contractor to deliver the ship within
the NTE values. Therefore, in recognition of the above, the parties hereto have
specifically agreed to and established the following schedule of liquidated
damages as a reasonable forecast of the potential damages which would arise in
the event that the Contractor responsible full load displacement and/or KG, as
determined by paragraph (d), exceed the NTE values:
(1) Weight. For each whole 10 (ten) ton increment in excess of the NTE
displacement set forth in paragraph (a) of this requirement, the contractor
shall pay to the Government one hundred thousand dollars ($100,000) up to a
maximum of five million dollars ($5,000,000).
(2) KG. For each whole one tenth (1/10) foot increment in excess of the
NTE vertical center value set forth in paragraph (a) of this requirement, the
Contractor shall pay to the Government four hundred thousand dollars ($400,000)
up to a maximum of two million dollars ($2,000,000).
Inclusion of this liquidated damages provision does not waive any rights that
the Government may have under any other clause of this contract, including, but
not limited to, Clauses E.1 "FINAL
69
<PAGE>
ACCEPTANCE," E.5 "PRELIMINARY ACCEPTANCE," E.6 "INSPECTION," Special Contract
Requirement H-15 "DELIVERY," and FAR 52.249-8 "DEFAULT."
H-3 NAVSEA 5252.215-9106 PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW (FT) (JAN
1990)
(a) Definitions
----------
(1) For the purpose of this requirement:
(i) The term "Currently Applicable Federal Laws" is defined to mean
and include only the statues listed below and regulations thereunder,
promulgated by Federal authorities as in effect on 1 January 1993.
(A) Contract Work Hours and Safety Standards Act
(B) Occupational Safety and Health Act of 1970
(C) Atomic Energy Act of 1954
(D) National Environmental Policy Act of 1969
(E) Clean Air Act and the following amendments thereto:
(1) Clean Air Act Amendments of 1966;
(2) Clean Air Act Amendments of 1970; and
(3) Clean Air Act Amendments of 1977.
(F) Federal Water Pollution Control Act Amendments of 1972
and the following amendments thereto:
(1) Clean Water Act of 1977; and
(2) Water Quality Act of 1987
(G) Refuse Act of 1989
(H) Noise Control Act of 1972
(I) Toxic Substances Control Act
(J) Solid Waste Disposal Act and the following amendments
thereto:
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<PAGE>
(1) Resource Conservation and Recovery Act of 1976;
(2) Solid Waste Disposal Act Amendments of 1980; and
(3) Hazardous and Solid Waste Amendments of 1984.
(K) Marine Protection, Research and Sanctuaries Act of 1972
(L) Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 and the following amendment
thereto:
(1) Superfund Amendments and Reauthorization Act of
1986.
(M) Act to Prevent Pollution from Ships (1980)
(N) Hazardous Materials Transportation Act and the
following amendment thereto:
(1) Hazardous Materials Transportation Act Amendments
of 1976
(O) Emergency Planning and Community Right to Know Act of
1986.
(ii) The term "New Federal Law" is defined to mean a new
Federal Statute enacted subsequent to 1 January 1993 pertaining to (1) workplace
conditions affecting employees or the public, or (2) environmental standards and
requirements, and regulations thereunder promulgated by Federal authorities.
(iii) The term "change" shall be deemed to mean the amendment
or repeal of any Currently Applicable Federal Law or New Federal Law or
regulations promulgated thereunder by Federal authorities.
(b) If, at any time after the effective date of this contract, a New Federal
Law is enacted or a change is made to a Currently Applicable Federal Law or a
New Federal Law or regulations thereunder promulgated by Federal authorities,
and compliance with such new law or change directly results in an increase or
decrease in the Contractor's cost of performance of this contract, the contract
price(s) shall be adjusted as provided in paragraph (c) below. No
71
<PAGE>
such adjustment shall be made for contract costs incurred or projected to be
incurred during the two (2) year period after the effective date of this
contract.
(c) The price adjustment provided for in paragraph (b) above shall be made, in
the same amount, in each of the Target Cost(s), the Target Price(s), and the
Ceiling Price(s) or Fixed Price(s) of this contract, as appropriate, and shall
include only the properly allowable and allocable direct and indirect costs of
additional labor and materials directly resulting from compliance with the new
law or with the change, but shall not include:
(i) Costs of delay, disruption, or acceleration of performance;
(ii) Increases or decreases in prices charged by subcontractors or
suppliers; or
(iii) Costs of additional facilities or of any portion thereof
constructed or acquired after 1 January 1993 unless such
additional facilities or the portion thereof have been
constructed or acquired by the Contractor solely in order to
comply with a New Federal law or a change in Currently Applicable
Federal Laws or New Federal Laws, or regulations thereunder
promulgated by Federal authorities.
The price adjustment shall consider and exclude any tax, depreciation, or other
special allowances provided to the Contractor in the New Federal Law or change
for compliance therewith. No adjustment shall be made in the Profit or Delivery
Schedule of the contract, provided, however, that the Contractor's right, if
any, to extension of the delivery schedule under any other requirement of this
contract shall not be prejudiced thereby. No adjustment shall be made unless a
New Federal Law or a change directly causes an increase or decrease in the
Contractor's cost of performance of this contract in excess of $125,000 per
ship.
(d) The Contractor shall promptly notify the Contracting Officer, in writing,
of the enactment of New Federal Laws or of a change that reasonably may be
expected to result in an adjustment under the provisions of this requirement.
(e) Requests for price adjustments hereunder shall be made in accordance with
the procedures of the requirement entitled "DOCUMENTATION OF REQUESTS FOR
EQUITABLE ADJUSTMENT".
72
<PAGE>
H-4 NAVSEA 5252.216-9100 COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL) (FI) (JAN
1990)
(a) General
-------
(1) The contract price(s) agreed to by the parties reflect the price
levels of the base periods identified in paragraph (d) below. It is anticipated
that the Contractor's actual costs may varyfrom the price levels of the base
periods and the parties desire to provide for adjustment to compensation to
reflect such variations. However, regardless of the actual variations in the
costs experienced during the period of performance, adjustments in compensation
because of such variations shall be computed and effected in accordance with the
procedures specified herein.
(2) Except as hereinafter provided in paragraph (e)(3), adjustments in
compensation shall be made in respect to each individual vessel for each monthly
period commencing the first full month after contract award and ending with the
-----------------------------------------
monthly period in which the actual delivery of the last vessel to be delivered
under the contract occurs or the monthly period in which the "Post Delivery
Date" (see paragraph (a)(3) below) of the last vessel occurs, whichever is
later. For the purpose of this requirement, a "monthly period" or "monthly
period involved" shall mean the Contractor's normal accounting month.
(3) The "Post Delivery Date" for the purpose of this requirement is
defined as a date eight (8) months after the contract delivery date of the
----------------
applicable vessel set forth in Section F, "DELIVERIES OR PERFORMANCE".
(b) Pricing of Changes
------------------
(1) The costs subject to adjustment under this requirement include the
costs of performance of changes or other work for which the contract price(s)
is(are) subject to equitable adjustment pursuant to the "CHANGES" clause or
pursuant to other requirements of the contract. Accordingly, equitable
adjustments to the contract price(s) shall be determined on the basis of actual
and/or projected direct material costs, direct labor costs and indirect costs
de-escalated to price levels of the base periods identified in paragraph (d)
below. The method of de-escalation shall be the same as that set forth in
paragraph (e) for determining compensation adjustments and base costs.
(2) In the event and to the extent that work authorized under the
"CHANGES" clause results or will result in costs being incurred with respect to
a vessel after the monthly period commencing
73
<PAGE>
subsequent to the Post Delivery Date of such vessel (or, in the case of the last
vessel to be delivered, the monthly period commencing subsequent to the actual
delivery date if such date occurs after the Post Delivery Date), the equitable
adjustment for such change shall take account of such costs at their estimated
actual value(s) rather than at the base period value(s) provided for in
paragraph (b)(1) above. The costs included in the aforementioned equitable
adjustment(s) shall be adjusted to preclude payment of any costs reimbursed
under this requirement.
(c) Cost Subject to Compensation Adjustment
---------------------------------------
(1) For the purpose of this requirement, the total allowable costs in the
following categories shall be subject to monthly compensation adjustment:
a Selected employee benefits
-
1 FICA (indirect costs)
-
2 State and Federal Workmen's Compensation (indirect costs)
-
3 Unemployment Compensation (indirect costs)
-
4 Disability (indirect costs)
-
5 Federally Mandated National Health Program (indirect costs)
-
6 Federally Mandated changes to hours of work per week or per
-
day and changes to the payment of overtime (indirect and
direct costs)
b Selected energy costs (indirect costs)
-
1 Electricity
-
2 Fuel oils
-
(i) Bunker C (No. 6)
(ii) Diesel 260 (No. 2 by gallon and drum)
3 Coke
-
4 Coal
-
74
<PAGE>
c One hundred percent of the imputed cost of facilities capital
-
(indirect costs)
d Ninety-five percent of indirect costs other than indirect costs
-
in (c)(1) a, b, and c above
- - -
e One hundred percent of direct labor costs
-
f One hundred percent of direct material costs
-
(2) Within 30 days after the end of each monthly period with respect to
each individual vessel, the Contractor shall submit to the Government: (i) a
certified statement of the costs incurred for that vessel during that monthly
period (monthly costs) and (ii) a certified statement of the total cumulative
costs incurred for that vessel from the effective date of the contract to the
end of that monthly period (total costs). The statement of monthly costs shall
separately identify the direct material costs, the direct labor costs and the
indirect costs. With respect to indirect costs, the statement of monthly costs
shall state separately from all other indirect costs (i) the monthly incurred
selected employee benefit costs of the type identified in paragraph (c)(1)a
-
above, (ii) the monthly incurred selected energy costs of the type identified in
paragraph (c)(1)b above, (iii) the monthly imputed cost of facilities capital
-
allocated to the vessel involved, and (iv) the ninety-five percent of indirect
costs subject to compensation adjustment.
a The monthly selected employee benefit costs for the vessel
-
involved shall be the product obtained by multiplying the yard-wide total
selected employee benefit costs of the type identified in paragraph (c)(1)a
-
above by the amount of total overhead dollars, excluding the imputed cost of
facilities capital, allocated to each vessel for the monthly period involved and
the product shall be divided by yard-wide total overhead dollars, excluding the
imputed cost of facilities capital, for the monthly period involved.
b The monthly incurred selected energy costs for the vessel
-
involved shall be the product obtained by multiplying the yard-wide total
selected energy costs of the type identified in paragraph (c)(1)b above by the
-
amount of general overhead dollars, excluding the imputed cost of facilities
capital, allocated to each vessel for the monthly period involved and the
product shall be divided by the total yard-wide general overhead dollars,
excluding the imputed cost of facilities capital, for the monthly period
involved.
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<PAGE>
(3) For the purpose of this requirement:
a "Direct material costs", "direct labor costs", and
-
"indirect costs" shall have the meaning set forth in Part 31 of the Federal
Acquisition Regulation (FAR) and Part 231 of the Department of Defense FAR
Supplement (DFARS) in effect on the effective date of this contract.
b "Monthly costs" and "total costs" shall include only "incurred
-
costs" and "allowable costs" as those terms are defined in paragraph (f) of the
requirement entitled "PAYMENTS" except that "incurred costs" for material shall
include the full amounts of all billings received from vendors during the
monthly period involved irrespective of whether the Contractor has paid the full
amount of such billings. Further, on this contract, the imputed cost of
facilities capital shall be treated as an "incurred indirect cost".
(4) The costs identified in this paragraph (c) shall be subject to audit
and inspection by the Contracting Officer in accordance with paragraph (h) of
the requirement entitled "PAYMENTS."
(d) Cost Indices
------------
(1) Selected employee benefits compensation adjustments shall be based on
changes in the monthly average hourly cost of these benefits. For the month
involved, the average hourly cost of the benefits listed in (c)(1)a above shall
-
be determined by dividing the total costs recorded (including adjustments made
at the end of the accounting year and included in the calculations for the last
month of the contractors accounting year) in the Contractor's accounts for the
items listed in (c)(1)a above by the total of direct and indirect labor hours
-
charged to all product lines and to plant under construction accounts and the
result shall be carried to the same number of decimal places as the index value
for the base period as shown in paragraph (d)(8) below. Monthly average hourly
cost is the index for computing selected employee benefits compensation
adjustments under paragraph (e) below.
(2) Selected energy costs compensation adjustments shall be based on the
following:
a Electricity and fuel oil compensation adjustments shall be based
-
on changes in the average monthly unit values of those costs. Monthly unit
values for electricity costs and fuel oil costs listed in (c)(1)b above shall be
-
computed by dividing the total usage amount of each such energy cost element
during that monthly period for the Contractor's entire yard into the total
purchase cost billed to the Contractor for the total usage amount of each such
energy cost
76
<PAGE>
element and the result shall be carried to the same number of decimal places as
the index values for the base periods as shown in paragraph (d)(8) below.
Average monthly unit values are the indices for computing electricity and fuel
oil compensation adjustments under paragraph (e) below.
b Coke and coal compensation adjustments under paragraph (e) below
-
shall be based on changes in the following wholesale price indices published
monthly by the Bureau of Labor Statistics (BLS): Coke shall be based on Code
052, Coke (Foundry By-product), and coal on Code 051, Coal.
(3) Compensation adjustments under paragraph (e) below for the imputed
cost of facilities capital; 95 percent of the indirect costs other than indirect
costs in (c)(l)a, b, and c above; and direct labor costs shall be based on
- - -
changes in the "Indices of Change in Straight-Time Average Hourly Earnings for
Selected Shipyards for Steel Vessel Construction and All Regions" (MAY 1987 =
100) (herein sometimes called the "Labor Index") furnished to the Naval Sea
Systems Command by the BLS.
(4) Adjustments in compensation under paragraph (e) below for direct
material costs shall be based on the changes in the "Index for Steel Vessel
Contracts" (1982 = 100) (herein sometimes called the "Material Index") furnished
to the Naval Sea Systems Command by the BLS.
(5) In the event that any of the specified indices for the monthly period
involved are unavailable to the Contractor at the close of that monthly period,
compensation adjustments pursuant to this requirement shall be based upon the
average of monthly changes in the applicable indices for the previous four (4)
months for which indices are available. The average of changes so calculated
shall be added to the applicable index for the immediately preceding monthly
period and the sum shall constitute the index for the monthly period involved.
When the applicable index for the monthly period involved has been made
available, the compensation adjustment for that monthly period shall be
recomputed on the basis of such index, and any additional payment to or
repayment by the Contractor required by such recomputation for that monthly
period shall be reflected in any invoice(s) thereafter submitted for payment
under any requirement of this contract until such amount has been paid, offset
or recouped in full.
(6) In the event that any of the specified indices for any base period or
any monthly period differs from the index previously available for that period,
the compensation adjustment for the applicable monthly period(s) shall be
recomputed on the basis of such
77
<PAGE>
revised index and any additional payment to or repayment by the Contractor
required by such recomputation for that monthly period(s) shall be reflected in
any invoice(s) submitted thereafter for payment under any requirement of this
contract until such amount has been paid, offset or recouped in full.
(7) The Contractor shall be responsible for the calculations involving the
indices provided for in this paragraph, and said calculations shall be subject
to verification by the Government.
(8) For the purpose of computing compensation adjustments under this
requirement, the following are the applicable base period index values (subject
to adjustment as specified in paragraph (d)(6) above):
<TABLE>
<CAPTION>
Description Base Period Index Value
- ----------- ----------- -----------
<S> <C> <C>
Selected employee benefits costs 1992 1.77/hour **
Selected energy costs:
Electricity 1992 .0626/KWH
Bunker C (No. 6) 1992 /gal
Diesel 260 (No. 2) 1992 .670/gal
Diesel 260 (No. 2, drum) 1992 /55 gal
Coke 1992
Coal 1992
Cost of facilities capital; 1992 110.4
95% of indirect costs other than
indirect costs in (c)(1)a, b, and
c above; and direct labor cost
Direct material cost 1992 120.1
</TABLE>
**Index value for selected employee benefit costs is determined by dividing
the base year total selected employee benefit costs by the base year total
labor hours (direct and indirect) charged to all product lines and to Plant
Under Construction accounts.
(e) Computation of Compensation Adjustment and Base Cost
----------------------------------------------------
(1) For the purpose of computing compensation adjustments under this
requirement, the following computations shall be used for all the categories of
cost specified in paragraph (c)(1).
a For each monthly period commencing prior to the Post Delivery
-
Date of a vessel, the amount of the applicable category of
78
<PAGE>
cost for such vessel certified on the statement of monthly costs for that
monthly period shall be multiplied by the difference between the value of the
applicable index for that monthly period and the applicable base period index
listed in (d)(8) above and the product thereof shall be divided by the value of
the applicable index for that monthly period and the result, the compensation
adjustment for the applicable category of cost, shall be expressed to the
nearest dollar. The calculation is as follows:
Current Base Current
Month - Period x Month
Index Index Cost
____________________________________ = Compensation
Current Month Index Adjustment
b For each monthly period commencing (i) subsequent to the Post
-
Delivery Date of a vessel and (ii) prior to the post
or actual delivery date of the last vessel to be delivered under the contract
(whichever date is later), the value of the applicable index for the monthly
period of the Post Delivery Date of the vessel involved or the value of the
applicable index for the monthly period involved, whichever value is the lesser,
shall be the value used in the computation in (e)(1)a above as the Current
-
Month Index to calculate the compensation adjustment.
c In the event and to the extent that the contract delivery date for
-
a vessel is subsequently extended for reasons of Government responsibility or
excusable delay ("excusable delay" means delay for which the Contractor is not
liable as determined by paragraph (c) of the clause of this contract entitled
"DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (FT) (DEVIATION 89-915 - 29 JUN 1989)"
(PAR 52.249-8)), the Post Delivery Date for such vessel shall be deemed to be
extended on a day-for-day basis and if, as a result, the Post Delivery Date is
extended beyond the monthly period involved, the compensation adjustment for the
monthly period(s) involved shall be recomputed on the basis of the value of the
applicable index for the monthly period(s) involved.
d For any monthly period commencing subsequent to the post or actual
-
delivery date of the last vessel to be delivered under the contract, whichever
date is the later, there shall be no compensation adjustment.
(2) For the purpose of computing Base Cost, the following shall apply:
79
<PAGE>
a For each monthly period commencing prior to the post or actual
-
delivery date of the last vessel to be delivered under the contract, whichever
date is later, the compensation adjustments computed under (e)(1) above for all
categories of cost for each vessel shall be totaled and subtracted from Total
Monthly Cost for the same vessel and the resulting difference shall constitute
the Base Cost for such vessel for that monthly period.
b For each monthly period commencing subsequent to the post or actual
-
delivery date of the last vessel to be delivered under the contract, whichever
date is the later, the Total Monthly Costs for a vessel shall constitute the
Bass Cost for such vessel for that monthly period.
(3) No adjustment in compensation under this requirement shall be
made for any monthly period for any vessel in the event that the cumulative sum
of the Base Costs incurred for such vessel(s) for all preceding monthly periods
exceeds the Ceiling Price(s) then set forth in this contract; provided, further,
that in the event that the Ceiling Price(s) thereafter is(are) increased, by
modification to this contract, adjustment in compensation under this requirement
shall be made for each monthly period that the cumulative sum of the Base Costs
incurred for such vessel(s) for all preceding monthly periods does not exceed
such increased Ceiling Price(s).
(4) No adjustment in compensation under this requirement shall be
made for any monthly period for any vessel in the event that the specified
indices for the monthly period involved are unavailable solely as a result of
the failure by the Contractor to submit timely, accurate, and complete
information to the BLS necessary for their calculation of the indices. Any
amount withheld under the requirements of this paragraph shall be released
following the Contractor's submission of such information.
(5) The amount of the adjustment in compensation for each individual
vessel determined as above (plus or minus) shall be set forth separately in a
Supplemental Agreement to this contract, which also shall set forth the
computation upon which each adjustment in compensation is based.
(6) In the event that any amount shown in any Supplemental Agreement
pursuant to subparagraph (e)(5) in respect to a vessel is a minus figure, such
amount shall be deducted from any invoice(s) presented for payment under any
requirement of this contract until such amount has been offset or recouped in
full.
(f) Payment of Compensation Adjustment. Payments of amounts of compensation
----------------------------------
adjustment under this requirement shall be made for each
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vessel on the basis of monthly periods. Except as provided in paragraph (f)(3)
below, compensation adjustment payments shall be made provisionally on a
biweekly basis as set forth in (f)(2) below and then adjusted on a monthly basis
as set forth in (f)(1) below. For the purpose of this paragraph (f): a weekly
period is the Contractor's normal accounting week, and a biweekly period is two
consecutive weekly periods.
(1) After execution of the Supplemental Agreement pursuant to
paragraph (e)(5) of this requirement in respect of a monthly period, and upon
submission of proper invoices, the Contractor shall be paid or there shall be
deducted for each vessel the amount set forth in such Supplemental Agreement,
less the sum of the amounts of the provisional compensation adjustments paid or
payable on account of such vessel pursuant to (f)(2) below for biweekly periods,
or any weeks of biweekly periods, falling in the monthly period to which the
Supplemental Agreement applies. Each Supplemental Agreement shall set forth a
biweekly provisional compensation adjustment amount for each vessel for the
purpose of making provisional compensation adjustment payments pursuant to
paragraph (f)(2) below for biweekly periods ending after execution of such
Supplemental Agreement until the next Supplemental Agreement is executed. The
biweekly provisional compensation adjustment amount for each vessel shall be
determined by dividing the amount of the compensation adjustment for the monthly
period involved set forth in the Supplemental Agreement for each vessel by the
number of weekly periods in the monthly period to which the Supplemental
Agreement applies. The quotient shall then be multiplied by two and the product
shall be the biweekly provisional compensation adjustment amount.
(2) At the end of every biweekly period, upon submission of proper
invoices, the Contractor shall be paid on account of each vessel the biweekly
provisional compensation adjustment set forth in the most recently executed
Supplemental Agreement.
(3) Any payment under (f)(1) or (f)(2) above shall be deferred to the
extent that the amount of such payment, when added to the total of all payments
previously paid or payable with respect to such vessel under this requirement
and the "PAYMENTS" requirement (other than payments made pursuant to paragraph
(g) of the "PAYMENTS" requirement), would exceed the total cost limitations
which are then applicable to that vessel under the terms of paragraphs (a)(1)
and (a)(2) of the "PAYMENTS" requirement. Deferred payments of compensation
adjustments shall be paid upon submission of subsequent invoices whenever such
payment, when added to the total of all payments previously made with respect to
such vessel under this requirement and the "PAYMENTS" requirement (other than
payments made pursuant to paragraph (g) of the "PAYMENTS" requirement) would not
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exceed the total cost limitations which are then applicable to that vessel under
the terms of paragraphs (a)(1) and (a)(2) of the "PAYMENTS" requirement. After
the close of the monthly period during which the last vessel is actually
delivered, any remaining deferred payments for compensation adjustment shall,
upon submission of proper invoices by the Contractor and upon verification
thereof by the Contracting Officer, be promptly paid.
(4) The Government agrees that any request for approval to make
progress payments more frequently than once every two weeks will include a
request for similar approval of more frequent compensation adjustment payments.
Upon approval by cognizant Government authority, this requirement will be
modified accordingly without additional consideration by the Contractor to the
Government for such modifications.
(g) Separate Reimbursement. (1) No adjustment shall be made in the Target
----------------------
Cost(s), Target Profit(s), Target Price(s) or Ceiling Price(s) on account of
upwards or downwards adjustments in compensation made in accordance with
paragraph (e) of this requirement, and hence said adjustments will be paid
separately and are outside the incentive price revision formula provided for in
the clause hereof entitled "INCENTIVE PRICE REVISION--FIRM TARGET (FI)
(DEVIATION 89-915 - 29 JUN 1989)" (FAR 52.216-16).
(2) The amount currently obligated for payment of compensation
adjustments is set forth in the financial accounting data sheet(s). This amount
may be unilaterally adjusted upward or downward by the Government at any time
during the pendency of this contract. Nothing in the preceding two sentences
shall be construed as relieving the Government from any obligations to reimburse
the Contractor for compensation adjustments as set forth in this requirement.
(h) Disputes. Any dispute arising under this requirement shall be determined
--------
in accordance with and subject to the provisions of the clause of this contract
entitled "DISPUTES" (FAR 52.233-1).
H-5 NAVSEA 5252.227-9113 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (SEP 1990)
(a) The Contractor shall participate in the appropriate interchange of the
Government-Industry Data Exchange Program (GIDEP) in accordance with the latest
revision of MIL-STD-1556. Data entered is retained by the program and provided
to qualified participants. Compliance with this requirement shall not relieve
the Contractor from complying with any other requirement of the contract.
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(b) The Contractor agrees to insert paragraph (a) of this requirement in any
subcontract hereunder exceeding $500,000.00. When so inserted, the word
"Contractor" shall be changed to "Subcontractor".
H-6 NAVSEA 5252.227-9112 LOGISTIC SUPPORT REQUIREMENT (AT) (JAN 1990)
(a) This requirement applies whenever the contract specifications, by reference
to a Military Specification or otherwise, specify repair parts or stock
components (hereinafter called "repair parts") for a ship component or item of
equipment.
(b) With respect to ship components or equipments manufactured other than in
the United States or Canada, the Contractor agrees that, in addition to any
other data required by this contract, it will furnish under this contract
sufficient data so that the repair parts can be reproduced in the United States
or Canada unless the suppliers of the ship components or equipments shall have
made arrangements satisfactory to the Contractor and approved by the Contracting
Officer for the manufacturing of repair parts in the United States or Canada.
For the purpose of this requirement, "sufficient data" shall mean detail
drawings and other technical information sufficiently extensive in detail to
show design, construction, dimensions, and operation or function, manufacturing
methods or processes, treatment or chemical composition of materials, plant
layout and tooling. All data shall be in the English language and according to
the United States system of weights and measures, and drawings for components,
assemblies, subassemblies and parts protected by U.S. patents shall contain a
prominent notation to that effect fully identifying the patent or patents
involved, and bearing the number of this contract.
(c) In order to satisfy the requirements of paragraph (b), above, unless the
supplier of the ship components or equipments shall have made arrangements,
satisfactory to the Contractor and approved by the Contracting Officer, for the
manufacture of such repair parts in the United States or Canada, the Contractor
shall include in all subcontracts for the purchase of ship components or
equipments from foreign sources a clause, acceptable to the Contracting Officer,
granting to the United States Government for a period of seven (7) years,
"Government Purpose License Rights" (GPLR) (as defined in paragraph (a)(14) of
the clause of this contract entitled "RIGHTS IN TECHNICAL DATA AND COMPUTER
SOFTWARE" (DFARS 252.227-7013) in all technical data necessary to manufacture
spare and repair parts for such components or equipments.
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H-7 NAVSEA 5252.228-9104 ADDITIONAL INSURANCE PROVISIONS (FT) (JAN 1990)
(a) The provisions contained in the standard form of Marine Builder's Risk
(Navy Form - Syndicate) policy referred to in paragraph (a) of the requirement
of this contract entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD
PERSONS"..."with leave to fire guns and torpedoes, but no claim to attach
thereto for loss of or damage to the vessel or machinery unless the accident
results in a total loss of a vessel," shall not include, or be construed as
including, any operation conducted under the "General Scope of Work" and
"Specifications" paragraphs of Section C of this contract; and further, the
operations referred to in these aforesaid paragraphs shall not be deemed to be
"warlike operation" as used in the Collision Liability and Protection and
Indemnity Liabilities (Government Syndicate Form) policy referred to in
paragraph (b) of the requirement of this contract entitled "INSURANCE-PROPERTY
LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS". Further, the Contractor shall not
carry Collision Liability and Protection and Indemnity Liabilities insurance
(Government Syndicate Form) referred to in the first sentence of paragraph (b)
of the requirement of this contract entitled "INSURANCE-PROPERTY LOSS OR DAMAGE-
LIABILITY TO THIRD PERSONS" during the period of the performance of the underway
trials required by this contract, and the Government will indemnify the
Contractor against liability (including expenses incidental thereto) to third
persons which would have been covered by the aforesaid insurance if the
Contractor had carried such insurance during the period stated above; provided,
--------
however, that the Contractor shall not be relieved of any other obligations
required by the aforesaid paragraph (b) of the "INSURANCE-PROPERTY LOSS OR
DAMAGE-LIABILITY TO THIRD PERSONS" requirement.
(b) Notwithstanding any provisions to the contrary in paragraph (a) of the
requirement entitled "INSURANCE-PROPERTY LOSS OR, DAMAGE-LIABILITY TO THIRD
PERSONS", the assumption by the Government of the risk of loss of or damage to
the vessels and the materials and equipment therefor provided for by the
aforesaid paragraph (a) of the requirement entitled "INSURANCE-PROPERTY LOSS
OR DAMAGE-LIABILITY TO THIRD PERSONS", shall continue until the expiration of
the guaranty periods of the vessels, or until completion of all work under
this contract, whichever is later. The Government does not, however, assume
the risk of loss of or damage to any equipment which results from a defect in
a part thereof for which the Contractor is responsible pursuant to the
"PRELIMINARY ACCEPTANCE", "GUARANTY PERIOD", or "INSPECTION OF SUPPLIES--FIXED-
PRICE (FT) (JUL 1985) - ALTERNATE I (JUL 1985) (DEVIATION 89-915 -29 JUN
1989)" (FAR 52.246-2) requirements of this contract. The term "equipment" as
used in
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the preceding sentence means the largest integrated unit (e.g., component,
subassembly, or individual system, as the case may be) furnished by the same
supplier who furnished the part causing the loss or damage.
(c) Any material furnished by the Government under this contract shall be
deemed to be materials or equipment for the vessels within the meaning-of the
"INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS" requirement
hereof.
(d) It is understood that the operation of firing explosive charges to eject
missiles is an operation conducted under the "General Scope of Work" and
"Specifications" paragraphs of Section C of this contract, and accordingly, this
requirement applies to such operations.
(e) The Government's liability under the last sentence of paragraph (a) of this
requirement, paragraph (b) of the requirement of this contract entitled
"INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS," and the
Collision Liability and Protection and Indemnity Liabilities Insurance forms set
forth in the pamphlet entitled "Standard Forms of Marine Builders Risk (Navy
Form Syndicate) and War Damage Insurance Policies, Referred to in Vessel
Contracts of the Bureau of Ships" dated 23 November 1942, is subject to the
availability of appropriated funds at the time a contingency occurs. Nothing in
this contract shall be construed as implying that the Congress will, at a later
date, appropriate funds sufficient to meet deficiencies.
H-8 NAVSEA 5252.228-9105 INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD
PERSONS (FT) (JAN 1990)
(a) The Contractor shall not, unless otherwise directed or approved in writing
by the Department, carry or incur the expense of any insurance against any form
of loss of or damage to the vessels or to the materials or equipment therefor to
which the Government has acquired title or which have been furnished by the
Government for installation by the Contractor. The Government assumes the risks
of loss of and damage to the vessels and such materials and equipment which
would have been assumed by the underwriters if the Contractor had procured and
maintained throughout the term of this contract, on behalf of itself and the
Government, insurance with respect to the vessels and such materials and
equipment for full value against pre-keel and post-keel laying risks (i) under
the forms of Marine Builders Risk (Navy Form-Syndicate) policy, including the
rider attached to the "Free of Capture and Seizure" clause thereof, and War
Damage policy, both as set forth in the pamphlet entitled "Standard
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Forms of Marine Builders Risk (Navy Form-Syndicate) and War Damage Insurance
Policies referred to in Vessel Contracts to the Bureau of Ships," dated 23
November 1942, or (ii) under any other policy forms which the Assistant
Secretary of the Navy (R,D&A), Insurance Office shall determine were customarily
carried or would have been customarily carried by the Contractor in the absence
of the foregoing requirement that the Contractor not carry or incur the expense
of insurance, provided, that the Government does not assume any risk with
--------
respect to loss or damage compensated for by insurance or otherwise or resulting
from risks with respect to which the Contractor has failed to procure or
maintain insurance, if available, as required or approved by the Department;
provided, further, that under the above identified policies or under this
- -----------------
requirement the Government does not assume any risk with respect to, and will
not pay for any costs of the Contractor for the inspection repair, replacement,
or renewal of any defects themselves in the vessel(s) or such materials and
equipment due to (A) defective workmanship, or defective materials or equipment
performed by or furnished by the Contractor or its subcontractors or, (B)
workmanship, or materials or equipment performed by or furnished by the
Contractor or its subcontractors which do(es) not conform to the requirements of
the contract, whether or not any such defect is latent or whether or not any
such non-conformance is the result of negligence; provided, further, that under
-----------------
the above identified policies or under this requirement the Government does not
assume the risk of and will not pay for the costs of any loss, damage, liability
or expense caused by, resulting from, or incurred as a consequence of delay or
disruption of any type whatsoever. No requirement of this contract shall
operate to subject the Contractor to a liability for which the Government has
assumed the risk hereunder. Notwithstanding the foregoing, the Contractor shall
bear the first $10,000 of loss or damage from each occurrence or incident the
risk of which the Government otherwise would have assumed under the requirements
of this paragraph.
(b) Unless otherwise directed by the Department, the Contractor shall procure
and thereafter maintain with respect to each of the vessels Collision Liability
and Protection and Indemnity Liabilities Insurance (Government-Syndicate Form),
as set forth in the aforesaid 23 November 1942 pamphlet, if available, in an
amount equal to (i) eighty percent (80%) of the sum of the target price of the
vessel and an amount estimated by the Department to represent the value of
materials and equipment furnished by the Government for installation by the
Contractor, or (ii) two million dollars ($2,000,000), whichever shall be less.
The Government will indemnify the Contractor against liabilities (including
expenses incidental thereto) to third persons which, but for the limitation on
amount specified in this paragraph, would have been covered by such
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Collision Liability and Protection and Indemnity Liabilities Insurance, and
which are not compensated for by insurance or otherwise, provided such
liabilities are represented by final judgments or by settlements approved in
writing by the Department. The Contractor shall not, however, be so indemnified
against liabilities with respect to which the Contractor has failed to procure
or maintain insurance, if available, as required or approved by the Department.
The Contractor shall promptly notify the Department of each suit or action filed
and each claim made against which the Contractor may be entitled to
indemnification under this paragraph. The Contractor shall furnish the
Department with copies of all papers received with respect to each suit, action
or claim and, if requested by the Department, shall authorize representatives of
the Government to settle, or direct or take charge of the defense of, such suit,
action or claim. In the absence of such request, the Contractor shall
diligently proceed with such defense. The Government's liability under this
paragraph (b) and the Collision Liability and Protection and Indemnity
Liabilities Insurance forms set forth in the pamphlet entitled "Standard Forms
of Marine Builders Risk (Navy Form Syndicate) and War Damage Insurance Policies,
referred to in Vessel Contracts of the Bureau of Ships, dated 23 November 1942,
is subject to the availability of appropriated funds at the time a contingency
occurs. Nothing in this contract shall be construed as implying that the
Congress will, at a later date, appropriate funds sufficient to meet
deficiencies.
(c) The cost of the insurance required by paragraph (b) of this requirement is
included in the target price and the cost of all other insurance which may be
required or approved pursuant to this clause will be considered allowable costs
under this contract. If the Department should require or approve the
cancellation of any such insurance, the Contractor will promptly pay to the
Government the amount of all unearned premiums refunded to the Contractor, but
only to the extent that such premiums shall have been reimbursed to the
contractor by the Government or included in the pricing structure of the
contract (firm fixed price or incentive type arrangement, as applicable).
(d) All insurance which is or may be required or approved pursuant to this
requirement shall be in such form, in such amounts, for such periods of time,
and with such insurers as the Department may from time to time require or
approve, provided the Contractor shall be named as an insured and shall be
entitled to payment of any loss or damage as its interests may appear. The
policies or certificates of insurance shall be deposited with the Assistant
Secretary of the Navy (R,D&A), Insurance Office, or as the Department may
otherwise direct.
(e) In the event of loss of or damage to any of the vessels or any of
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the materials or equipment therefor which may result in a claim against the
Government under the insurance requirements of this contract, the Contractor
promptly shall notify the Contracting Officer of such loss or damages, and the
Contracting Officer may, without prejudice to any other right of the Government,
either:
(i) Order the Contractor to proceed with replacement or repair in which
event the Contractor shall effect such replacement or repair. The Contractor
shall submit to the Contracting Officer a request for reimbursement of the cost
of such replacement or repair together with such supporting documentation as the
Contracting Officer may reasonably require, and shall identify such request as
being submitted under this insurance requirement. If the Government determines
that the risk of such loss or damages is within the scope of the risks assumed
by the Government under this requirement, the Government will reimburse the
Contractor for the reasonable, allowable cost of such replacement or repair,
plus a reasonable profit, less the deductible amount specified in paragraph (a)
of this requirement. Payments by the Government to the Contractor under this
insurance requirement are outside the scope of and shall not affect the pricing
structure of the contract (firm fixed price or incentive type arrangement, as
applicable), and are additional to the compensation otherwise payable to the
Contractor under this contract; or
(ii) In the event the Contracting Officer decides that the loss or damage
shall not be replaced or repaired,
(A) Modify the contract appropriately consistent with the reduced
requirements reflected by the unreplaced or unrepaired loss or damage, or
(B) Terminate the construction of any part or all of the vessel(s)
under the clause of this contract entitled "TERMINATION FOR CONVENIENCE OF THE
GOVERNMENT (FIXED-PRICE)" (FAR 52.249-2).
H-9 NAVSEA 5252.232-9105 PAYMENTS (FI) (JAN 1990)
(a) Computation of Payments
-----------------------
(1) Until such time as physical progress in the performance of work on a
vessel is fifty percent (50%) complete, the Government, upon submission by the
Contractor of invoices certified by the Contractor as hereinafter provided, will
promptly make payments, on account of the total contract price(s), at ninety
percent (90%) of the amount determined by multiplying the allocated total
contract price of such vessel by the percentage of physical progress in the
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performance of work on such vessel as certified by the Contractor subject to the
approval of the Supervisor; provided, that no such payment shall be made in an
--------
amount which when added to the total of all payments previously made with
respect to such vessel under (i) paragraph (a) of this requirement and (ii) the
---
"COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)" requirement exceeds one hundred
percent (100%) of the allowable costs certified by the Contractor on the related
invoice to have been incurred in the performance of work on such vessel.
(2) After the percentage of physical progress in the performance of work
on a vessel has reached fifty percent (50%), the Government, upon submission by
the Contractor of invoices certified by the Contractor as hereinafter provided,
will promptly make payments, on account of the total contract price(s), of one
hundred percent (100%) of the amount determined by: (i) multiplying the
allocated total contract price of such vessel by the percentage of physical
progress in the performance of work on such vessel as certified by the
Contractor subject to the approval of the Supervisor, and (ii) subtracting from
that product five percent (5%) of the allocated total contract price of such
vessel; provided, that no such payment shall be made in an amount which when
--------
added to the total of all payments made previously with respect to such vessel
under (i) paragraph (a) of this requirement and (ii) the "COMPENSATION
---
ADJUSTMENTS (LABOR AND MATERIAL)" requirement exceeds one hundred five percent
(105%) of the allowable costs certified by the Contractor on the related invoice
to have been incurred in the performance of work on such vessel; provided,
---------
further, that the Contractor furnishes data on actual cumulative costs and
- -------
estimated future costs acceptable to the Supervisor which demonstrates to the
satisfaction of the Supervisor that the Contractor will make a profit of at
least five percent (5%) on completion of the contract, and the Contractor
provides updated information on a quarterly basis. If updated data indicate the
Contractor will not make a profit of at least five percent (5%) on completion of
the contract, the progress payments shall be adjusted retroactively so that the
total of all payments made with respect to the vessel under (i) paragraph (a) of
this requirement and (ii) the "COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)"
requirement shall not exceed one hundred percent (100%) of the allowable costs
certified by the Contractor on the related invoice to have been incurred in the
performance of work on such vessel.
(b) Billing Price
-------------
(1) For the purpose of this requirement, until the establishment of the
total final price(s) in accordance with paragraph (d) of the clause of this
contract entitled "INCENTIVE PRICE REVISION--FIRM
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N00024-94-C-2200
TARGET (FI) (DEVIATION 89-915 - 29 JUN 1989)" (FAR 52.216-16), the term "total
contract price" means the billing price; initially the billing price shall be
the initial total contract target price(s), and thereafter the billing price
shall be revised as provided in paragraph (b)(2) below. After establishment of
the total final price(s) in accordance with paragraph (d) of the "INCENTIVE
PRICE REVISION (FIRM TARGET) (FI) (DEVIATION 89-915 - 29 JUN 1989)" clause, the
billing price shall be the total final price(s) so established.
(2) Within fifteen (15) days after each calendar quarter the Contractor
shall submit in writing a proposed revised billing price which shall be
established as follows:
(i) The Contractor shall certify to the Contracting Officer the
percentage of physical progress in the performance of the contract as a whole as
of the end of the calendar quarter. Such percentage of physical progress shall
be expressed as a decimal carried to four decimal places and shall be subject to
the approval of the Supervisor.
(ii) The revised billing price shall be the sum of a projected final
cost(s), and a projected profit, computed as follows:
(A) A projected final cost shall be computed by (i) determining
the cumulative sum of the base costs as of the end of the calendar quarter,
established in accordance with the "COMPENSATION ADJUSTMENTS (LABOR AND
MATERIAL)" requirement, and (ii) dividing the sum thereof by the percentage of
physical progress certified and approved as set forth in subparagraph (i)
above.
(B) A projected profit shall be determined by applying to the
projected final cost(s) the incentive formula set forth in paragraph (d)(2) of
the "INCENTIVE PRICE REVISION--FIRM TARGET" clause; provided, that in no event
--------
shall the revised billing price exceed the ceiling price(s) of the contract.
(iii) The revised billing price determined as stated above shall be
set forth separately in a supplemental agreement to this contract, which also
shall set forth the computations upon which the revision of the billing price is
based.
(iv) Any revision of the billing prices shall not affect the
determination of the total final price(s) under paragraph (d) of the "INCENTIVE
PRICE REVISION--FIRM TARGET (FI) (DEVIATION 89-915 - 29 JUN 1989)" clause.
After execution of the contract modification referred to in subparagraph (d)(3)
of said clause, the total amount paid or to be paid on all invoices or vouchers
shall be adjusted to reflect the total final price(s), and any additional
payments,
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refunds, or credits resulting therefrom shall be promptly made.
(c) Allocated Total Contract Price of Each Vessel
---------------------------------------------
For the purpose of this requirement, the allocated total contract price of each
vessel shall be established by multiplying the total contract price(s) by a
percentage, expressed as a decimal carried to four decimal places, equal to that
fraction whose numerator is the original unit target price of the vessel and
whose denominator is the original total target price. The resulting dollar
amount shall be rounded to the nearest one hundred thousand dollar ($100,000),
upward or downward; provided that in no event shall the sum of the allocated
total contract price of the vessel(s) exceed the total contract price(s). The
aforesaid percentages of each vessel shall be revised, by contract modification,
in the event that either:
(i) Equitable adjustments to the unit target prices of the vessels
result in unit target prices of a substantially different proportion to the
total target prices than previously provided for under this subparagraph (c); or
(ii) Incurred costs indicate that a revision to the percentages is
appropriate, provided, however, any such revision shall not be made more
-----------------
frequently than at the end of a calendar quarter unless the total contract
price(s) is(are) limited to the contract ceiling price(s) and the contract
ceiling price(s) is(are) adjusted during the calendar quarter.
(d) Invoices
--------
Invoices may be submitted every two weeks, but not more frequently;
provided, however, that if after contract award more frequent progress payments
- -----------------
are approved by cognizant Government authority, this requirement shall be
modified accordingly without additional consideration by the Contractor to the
Government for such modification. No payment will be required to be made upon
invoices aggregating less than five thousand dollars ($5,000).
The Contractor shall certify on each invoice:
(1) the percentage of physical progress in the performance of work on the
vessel as a decimal carried to four places; and
(2) the allowable costs incurred in the performance of the work on the
vessel as of the date the invoice is submitted. Such certification shall
provide for cost category reporting in accordance with the Contractor's normal
accounting system and shall be broken down into direct material, direct labor,
and indirect costs.
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(e) Physical Progress and Weighting Factors
---------------------------------------
(1) Within sixty (60) days after contract award the Contractor shall
submit a progressing system description for review and approval by the
Contracting Officer. Upon approval of such system, progress payments shall be
in accordance with the approved system. Subsequent revisions to the approved
system shall be submitted to the Contracting Officer for approval prior to
implementation.
(2) The mutually agreed upon weighting factors for the categories of labor
and material for each vessel are set forth in Attachment J-16 to this contract.
The weighting factors shall be revised quarterly concurrent with the billing
price revisions specified in paragraph (b). Notwithstanding the above, revision
of weighting factors may be requested by either party when factual data indicate
that the weighting factors then in use are no longer representative of the
actual labor and material distribution. Revisions of weighting factors shall be
supported by detailed de-escalated (estimated final) direct material, direct
labor, and indirect costs and additional data concerning the cause of the change
in the weighting factors. Any change in the weighting factors shall be set
forth in a supplemental agreement to this contract.
(f) Incurred Costs
--------------
For the purpose of this clause, "incurred costs" are those costs
identified through the use of the accrual method of accounting, as supported
by the records maintained by the Contractor and which are allowable in
accordance with Part 31 of the Federal Acquisition Regulation (FAR) and Part
231 of the Department of Defense FAR Supplement (DFARS) in effect on the
effective date of this contract and include only:
**(1) Costs for items or services purchased directly for the contract
which are paid as well as incurred, as shown by payment made by cash, check, or
other form of actual payment; and
(2) Costs incurred, but not necessarily paid, for materials issued from
the Contractor's stores inventory and placed in the production process for use
on the contract, for direct labor, for direct travel, for other direct in-house
costs and for properly allocable and allowable overhead (indirect) costs, all as
shown by records maintained by the Contractor for the purpose of obtaining
payment under Government contracts, provided that the Contractor is not
delinquent in payment of costs of contract performance in the ordinary course of
business; and
(3) With respect to allocated and allowable costs of pension
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contributions, when pension contributions are paid by the Contractor to the
retirement fund less frequently than quarterly, accruals of the costs of these
pension contributions shall be excluded from the Contractor's incurred costs
until such costs are paid. If pension contributions are paid on a quarterly or
more frequent basis, accruals of such costs may be included in the Contractor's
incurred costs, provided that the pension contributions are paid to the
retirement fund within thirty (30) days after the close of the period covered by
payment. If payments are not paid within such thirty (30) day period, pension
contributions shall be excluded from the Contractor's incurred costs until
payment therefor has been made.
(4) Incurred costs shall not include any costs which are required under
any requirement of this contract (other than the "COMPENSATION ADJUSTMENTS
(LABOR AND MATERIAL)" requirement) to be reimbursed or paid by the Government to
the Contractor or by the Contractor to the Government other than through an
equitable adjustment in the contract price(s).
(5) If an overpayment is made relative to this paragraph (f), interest
shall be charged at the prevailing per annum rate established by the Secretary
of the Treasury, pursuant to Public Law 92-41, from the date such overpayment is
made (date of Government check) until the date the overpayment if fully
recovered.
(g) Retentions
----------
(1) Upon preliminary acceptance of each vessel and upon the submission of
properly certified invoices, the Government will pay to the Contractor the
amount withheld under paragraph (a) of this requirement in respect of that
vessel in excess of (i) a performance reserve in the amount of one and one-half
percent (1.5%) of the allocated total contract price for such vessel, or (ii)
one hundred thousand dollars ($100,000), whichever is greater. If at any time
it shall appear to the Government that the amount of performance reserve may be
insufficient to meet the cost to the Government of finishing any unfinished work
under the contract for which the Contractor is responsible, or of correcting
defects for which the Contractor is responsible which are discovered prior to
preliminary acceptance or during the guaranty period of any vessel, the
Government may, in making payments under this requirement, deduct or withhold
such additional amounts as it may determine to be necessary to render such
reserve adequate; provided, that any additional amounts deducted or withheld on
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account of defects which are discovered during the guaranty period of the vessel
shall not exceed the limit of the Contractor's liability as set forth in the
requirement entitled "LIMITATION OF CONTRACTOR'S LIABILITY FOR CORRECTION OF
DEFECTS", reduced by the amounts of the cost incurred by the Contractor for
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work on such vessel because of Contractor responsible deficiencies which are
discovered during the guaranty period of the vessel.
(2) The Government may, in its discretion, make payments prior to final
settlement on account of the reserves established under this requirement,
subject to such conditions precedent as the Contracting Officer may prescribe.
(3) The Government shall, at the time of final settlement, in accordance
with the provisions of the requirement entitled "FINAL SETTLEMENT", pay the
Contractor the balance owing to it under the contract promptly after the amount
of such balance shall have been determined.
(h) Certifications and Audits
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At any time or times prior to final payment under this contract,
the Contracting Officer may have any invoices and statements or certifications
of costs audited. The Contracting Officer may require the Contractor to submit,
or make available for examination by the Contracting Officer or his designated
representative, the supporting documentation upon which invoices, statements or
certifications of costs are based. Each payment theretofore made shall be
subject to reduction as necessary to reflect the exclusion of amounts included
in the invoices or statements or certifications of costs which are found by the
Contracting Officer, on the basis of such audit, not to constitute allowable
costs. Any payment may be reduced for overpayments, or increased for
underpayments on preceding invoices.
H-10 NAVSEA 5252.232-9108 FINAL SETTLEMENT (FT) (JAN 1983)
Upon final acceptance of the vessel(s), or in the event of the termination of
this contract on such terms that none of the vessel(s) is to be completed, then
upon such termination, the Contractor shall be entitled to receive the balance
owing to it under this contract, such payment to be made promptly after the
amount of such balance shall have been determined. The Contractor and each
assignee under an assignment in effect at the time of final settlement shall
execute and deliver at the time of and as a condition precedent to final
payment, a release in form and substance satisfactory to and containing such
exemptions as may be found appropriate by the Contracting Officer, discharging
the Government, its officers, agents and employees of and from liabilities,
obligations and claims arising under this contract. The Contracting Officer may
authorize partial payments on account of any such balance to be made in advance
of final settlement. If this contract shall have been terminated in whole or in
part, any such release shall also contain a release of
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all claims against the Government arising out of or by virtue of such
termination.
H-11 NAVSEA 5252.233-9103 DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT
(AT) - ALTERNATE I (JAN 1990)
(a) For the purposes of this requirement, the term "change" includes not only a
change made pursuant to a written order designated as a "change order" but also
(i) an engineering change proposed by the Government or the Contractor pursuant
to the "Other Change Proposals" or other requirements of this contract and (ii)
any act or omission to act on the part of the Government in respect of which a
request is made for equitable adjustment under the "CHANGES" clause or any other
article or requirement of this contract.
(b) Whenever the Contractor requests or proposes an equitable adjustment of
$500,000 or more per vessel in respect of a change made pursuant to a written
order designated as a "change order" or in respect of a proposed engineering
change and whenever the Contractor requests an equitable adjustment in any
amount in respect of any other act or omission to act on the part of the
Government, the proposal supporting such request shall include the following
information for each individual item or element of the request:
(1) A description (i) of the work required by the contract before the
change, which has been deleted by the change, and (ii) of the work deleted by
the change which already has been completed. The description is to include a
list of identifiable components, equipment, and other identifiable property
involved. Also, the status of manufacture, procurement, or installation of such
property is to be indicated. Separate description is to be furnished for design
and production work. Items of identifiable raw material, purchased parts,
components and other identifiable hardware, which are made excess by the change
and which are not to be retained by the Contractor, are to be listed for later
disposition;
(2) Description of work necessary to undo work already completed which has
been deleted by the change;
(3) Description of work which is substituted or added by the change. A
list of identifiable components and equipment (not bulk materials or items)
involved, should be included. Separate descriptions are to be furnished for
design work and production work;
(4) Description of interference and inefficiencies in performing the
change;
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(5) Description of disruption attributable solely to the change; which
description shall include the following information:
(i) Description of each identifiable element of disruption and how
work has been, or may be, disrupted;
(ii) The calendar period of time during which disruption occurred, or
may occur;
(iii) Area(s) of the Contractor's operations where disruption
occurred, or may occur;
(iv) Trade(s) or functions disrupted, with a breakdown of manhours
and material for each trade or function;
(v) Scheduling of trades before, during, and after the period of
disruption insofar as such scheduling may relate to or be affected by the
estimated disruption;
(vi) Description of any measures taken to lessen the disruptive
effect of the change.
(6) Delay in delivery attributable solely to the change;
(7) Other work or increased costs attributable to the change;
(8) Supplementing the foregoing, a narrative statement of the
nature of the alleged Government act or omission, when the alleged Government
act or omission occurred, and the "causal" relationship between the alleged
Government act or omission and the claimed consequences therefor, cross-
referenced to the detailed information provided as required above.
(c) Each proposal submitted in accordance with this requirement shall include a
copy of the Contractor's ship's labor budget at the cost class level in effect
as of the date the event began, the cost incurred at the cost level as of the
same date, and the proposed effect of the change at the cost class level.
(d) It is recognized that an individual request for equitable adjustment may
not include all of the factors listed in subparagraphs (b)(1) through (b)(8)
above, or that the Contractor may not reasonably be able to furnish complete
information on all of the factors listed in subparagraphs (b)(1) through (b)(8)
above. Accordingly, the Contractor is only required to set forth in its request
for equitable adjustment information with respect to those factors which are
relevant to the individual request for equitable adjustment, or in the level of
detail which is reasonably available
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to the Contractor.
(e) In addition to any information required under paragraph (b) above, each
proposal submitted in support of a claim for equitable adjustment, under any
requirement of this contract, in an amount which requires certified cost or
pricing data, if requested by the Contracting Officer, shall contain a duly
executed Standard Form (SF) 1411 with respect to each individual claim item.
The information furnished shall be in sufficient detail to permit the
Contracting Officer to cross-reference the claimed increased costs, or delay in
delivery, or both, as appropriate, as set forth in the SF 1411, with the
information submitted pursuant to subparagraphs (b)(1) through (b)(8) hereof.
(f) The certification requirements as set forth in the clause of this contract
entitled "CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR RELIEF" (DFARS
252.233-7000) shall be complied with.
(g) Pursuant to 10 U.S.C. 2405, no price adjustment to this contract will be
made for any amount set forth in a claim, request for equitable adjustment, or
demand for payment under this contract (or incurred due to the preparation,
submission, or adjudication of any such claim, request, or demand) arising out
of events occurring more than eighteen (18) months before the submission of the
claim, request, or demand. A claim, request, or demand shall be considered to
have been submitted only when the Contractor has provided the certification
required by section 6(c)(1) of the Contract Disputes Act of 1978 (41 U.S.C.
605(c)(1)) and the supporting data for the claim, request, or demand.
H-12 NAVSEA 5252.245-9124 LIENS AND TITLE (FI) (JAN 1990)
(a) Any and all partial payments made hereunder on account of the vessels and
the materials and equipment therefor shall be secured, when made, by a lien in
favor of the Government upon such material and equipment on account of all
payments so made, except to the extent that the Government, by virtue of any
other requirement of this contract, or otherwise, shall have valid title to such
material and equipment as against other creditors of the Contractor. If such
property is not identified by marking or segregating, the Government shall be
deemed to have a lien upon a proportionate part of any mass of property with
which such property is commingled. Any lien provided for by virtue of this
requirement is paramount to all other liens under the provisions of an Act
approved 22 August 1911 (Pub. Law No. 41, 62d Cong., 37 Stat. 32; 10 U.S.C. Sec
7521). Upon completion and delivery of the vessels, said lien shall be
discharged as to any materials and equipment which have not been included in the
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vessels and which are no longer required therefor.
(b) The Contractor shall immediately discharge or cause to be discharged any
lien or rights in rem of any kind, other than in favor of the Government, which
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at any time exists or rises with respect to the machinery, fittings, equipment
or materials for the vessels. If any such lien or right in rem is not
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immediately discharged, the Government may discharge or cause to be discharged
said lien or right in rem at the expense of the Contractor.
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(c) Title to the vessels under construction shall be in the Government and
title to all materials and equipment acquired for each vessel shall vest in the
Government upon delivery thereof to the plant of the Contractor or other place
of storage selected by the Contractor, whichever of said events shall first
occur; provided, that the Supervisor may, by written direction, require that
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title shall vest in the Government upon delivery of such materials and equipment
to the carrier for transportation to the plant of the Contractor or other place
of storage selected by the Contractor. The amount of any freight charges,
transportation, taxes or other costs which would have been paid by the
Contractor, either directly or as an element of any subcontract cost, and which
the Contractor shall not be required to pay as a result of such earlier vesting
of title and any use of Government bills of lading, shall be determined and
treated as though resulting from a change order and the contract price reduced
accordingly. Upon completion of the contract, or at such earlier date as may be
fixed by the Contracting Officer, the Contractor shall submit, in a form
acceptable to the Contracting Officer, inventory schedules covering all items of
property not consumed in the performance of this contract (including any
resulting scrap) or not theretofore delivered to the Government. The Contractor
shall deliver or make such other disposal of such property as may be directed or
authorized by the Contracting Officer. The Contracting officer, in lieu of
directing or authorizing delivery or disposal of such property, may authorize
the Contractor to take title to all or any part of such property, except for
materials and equipment which were furnished by the Government and except for
models, mockups, plans and other items which the Contractor is expressly
required to construct, prepare or furnish to the Government (all of which shall
remain the property of the Government). In the event the Contracting Officer
authorizes the Contractor to take title to all or any part of such property, the
Contractor shall credit the cost incurred in the performance of this contract by
an amount equal to the fair market value of such property. In the event the
Contracting Officer directs or authorizes the delivery or disposal of such
property, any costs incurred by the Contractor in delivering or disposing of
such property shall be included in the total final costs incurred or to be
incurred and shall be included in the total final
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price determined pursuant to the clause of this contract entitled "INCENTIVE
PRICE REVISION--FIRM TARGET (FI) (DEVIATION 89-915 - 29 JUN 1989)" (FAR 52.216-
16). Recoverable scrap from such property shall be reported in accordance with
such procedure and in such form as the Contracting Officer may direct. The net
proceeds of any such disposal shall be credited to the Government and shall be
paid in such manner as the Contracting Officer may direct. For the purpose of
this requirement, "net proceeds" means actual amount collected from such sale of
disposal less sales, collection fees and other reasonable related expenses.
H-13 NAVSEA 5252.245-9127 ADDITIONAL PROVISIONS RELATING TO GOVERNMENT PROPERTY
(FT) (JAN 1990)
(a) The Contracting Officer may increase the amount of property to be furnished
under this contract and the contract shall be equitably adjusted to reflect such
increase in accordance with procedures of the "CHANGES" clause of the contract.
(b)(1) As to all equipments listed in NAVSEA Form 4205/19 or Schedule A, as
applicable, which will be permanently installed or otherwise will be built into
the vessel(s), the AN nomenclature or other model designations given therein are
to indicate only the basic description of equipments to be furnished and do not
indicate the specific model or manufacturer's equipment that will be furnished.
The Government may furnish, without issuing a change under the "CHANGES" clause
of the contract, other equipments bearing nomenclature and model designations
which further define the specific equipment to be furnished and to further
substitute other equipments with different nomenclature or model designations as
long as they are geometrically congruent dimensionally, and mechanically and
electrically interchangeable with the equipment identified in NAVSEA Form
4205/19 or Schedule A, as applicable.
(2) As to all equipments listed in NAVSEA Form 4205/19 or Schedule A, as
applicable, which are portable in nature and require only means for stowage in
the vessel(s), the AN nomenclature or other model designations given therein are
to indicate only the basic description of the equipments to be furnished. The
Government may furnish, without issuing any change under the "CHANGES" clause of
the contract, other equipments bearing different AN nomenclature or other model
designations as long as the equipments furnished are functionally
interchangeable with the equipments specified in NAVSEA Form 4205/19 or Schedule
A, as applicable, and no changes in ship stowage provisions are required.
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(c) Unless otherwise specifically directed by the Supervisor, nonreusable
crates and other nonreusable packaging in which Government Property is delivered
to the Contractor shall become the property of the Contractor upon removal of
the packaged or crated material, in which event such crates and other packaging
shall not be subject to the provisions of the clause of this contract entitled
"GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (FT) (DEC 1989) (DEVIATION 89-915 -
29 JUN 1989)" (FAR 52.245-2).
(d) Any packaging or preparation for delivery or for other disposal of
Government Property by the Contractor at the direction or authorization of the
Contracting Officer pursuant to paragraph (i) of the clause of this contract
entitled "GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)" shall be provided for by
change order and an appropriate adjustment shall be made in the contract price
in accordance with the clause of the contract entitled "CHANGES".
(e)(1) In addition to the equipments listed on NAVSEA Form 4205/19 or
Schedule A, as applicable, the Government may provide installation and checkout
(I&C) spares. The Contractor shall provide segregated stowage and inventory
management for Government furnished I&C spares. These I&C spares will be pre-
positioned by the Government at the shipyard for use by Contractor or Government
personnel for the installation and checkout of Government Furnished Equipment
(GFE). The Contractor shall maintain these spares in a suitable warehouse
accessible 24 hours per day during GFE installation and checkout, in accordance
with the ship construction test program. I&C spares do not include parts to
support installation and checkout of reactor plant equipment. Requirements
governing such reactor plant repair parts, known as Shipyard Load List (SLL)
parts, are defined in the ship specification.
(2) The Contractor shall provide proposed I&C storage, inventory
management and issue procedures for Government review and approval. These
procedures shall address the Contractor's methods for receipt inspection,
identification of damage, control of sensitive material, special environmental
capabilities, security and availability of timely status information. The
procedures must take into consideration any special requirements associated with
electronic components such as electrostatic discharge precautions. The
procedures should reference applicable military or commercial standards used in
management of I&C spares. A list of planned I&C spares, estimated volume, and
special requirements will be provided by the Government to allow for warehouse
planning.
(f) The Contractor is required to maintain control of Government property in
accordance with Federal Acquisition Regulation (FAR) Subpart 45.5 and DOD FAR
Supplement (DFARS) Subpart 245.5. In
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addition to the specific requirements of FAR 45.5 and DFARS 245.5, the
Contractor shall have an automated system for controlling Government property
and the automated records shall constitute the official Government property
control records. The automated system shall be sufficient to identify the
location, quantity and hull assignment of all items of Government property from
the time of receipt through issue for installation or disposition of the
property from the Contractor's facility. The automated system shall be
equivalent, as a minimum, to the automated systems the Contractor uses to
control Contractor-owned property and material. The Contractor may include
Government property in the same computer used to control Contractor-owned
property provided that separate records are kept for Government-owned and
Contractor-owned property. The Contractor shall provide the Government a list
of all items and quantities of Government property accountable to this contract
in the Contractor's possession. The list shall be provided annually, or upon
request, in automated format suitable for comparing Contractor records of
Government property with similar Government records. The list shall be sorted
in material categories defined by the Government and shall include data elements
specified by the Government.
(g) The Contractor shall have an automated system for I&C allowances. The
system shall accept replacement or new requisition document numbers. The system
shall include allowance requirements, on hand, on order, inventory status,
identification of assets excess to allowance, on line, real time, processing,
inventory posting records, inventory usage statistics and available prices.
(h) SUPSHIP shall have the ability to retrieve information from the
Contractor's data base using Contractor terminals already in place or by using
Government owned terminals.
H-14 NAVSEA 5252.246-9124 SHIPBUILDING SUPPORT OFFICE SCHEDULES (AT) (JAN 1983)
The U.S. Navy Shipbuilding Support Office, which is responsible within the
Department for providing central scheduling for ship programs, may, but shall
not be obligated to, promulgate from time to time Master Program Schedules and
other documents relating to the design, material procurement for, and orderly
erection of the vessel(s). Such schedules and documents, if promulgated, are
intended to facilitate integration of all work required in connection with the
vessels, and other vessels, if any, in the same ship program and to serve as a
planning aid for the Contractor and its agents, but such schedules and documents
shall not alter or increase the obligations of the Government and the use
thereof or adherence thereto is not a requirement of this contract. Neither the
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promulgation of such schedules and documents nor any use thereof by the
Contractor or its agent shall in any way relieve the Contractor of its
obligation to complete and deliver the vessel(s) by the date and in accordance
with the other requirements set forth in this contract or affect responsibility
for any delays.
H-15 NAVSEA 5252.246-9128 DELIVERY OF COMPLETED VESSEL (FT) (JAN 1983)
The term "vessel" as used in this requirement refers to each of the vessels to
be constructed and delivered under this contract.
(a) The vessel shall not be presented for acceptance trials (as used in this
requirement acceptance trials means acceptance trials or combined acceptance
trials) until it is determined by the Supervisor that the Contractor has
satisfactorily carried out those parts of the builder's trials for which the
Contractor is responsible, including builder's dock and sea trials, and that the
Contractor has:
(i) Corrected all Contractor responsible deficiencies discovered before
completion of all builder's sea trials, unless otherwise agreed to in writing by
the Contracting Officer; and
(ii) Corrected all Contractor responsible deficiencies discovered after
completion of the builder's sea trials which are determined by the Contracting
Officer to be necessary to avoid an adverse effect on the operational capability
of the vessel.
(b) The Contractor shall be responsible for scheduling an interval of a minimum
of thirty (30) days between the satisfactory completion of acceptance trials and
delivery of the vessel. During this period, the Contractor shall satisfactorily
correct all Contractor responsible deficiencies, whether discovered before,
during, or after completion of acceptance trials, which are determined by the
Contracting Officer to be necessary to avoid an adverse effect on the
operational capability of the vessel.
(c) Prior to delivery of the vessel, to the extent necessary for tests, crew
training, or operations which the Government is to perform and which do not
require the Government to have control of the entire vessel, the Contractor
shall make parts of the vessel available to the Government; to the extent
necessary for tests, crew training, trials or operations which the Government is
to perform and which require the Government to have control of the entire
vessel, such as alongside training, fast cruise and underway trials, the
Contractor shall make the entire vessel available to the Government at dockside,
at the Contractor's plant, for such periods of time as
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are necessary for such trials and operations. During all periods of time when
the entire vessel is made available to the Government, the Contractor shall, as
requested by the Government and required by the specifications, provide
technical assistance and provide assistance necessary to correct defects which
develop or are discovered during trials or operations of the vessel. Following
the completion of each such trial or operation, the Government shall return the
vessel to the Contractor at dockside, at the Contractor's plant, for the
correction of defects, if any, and completion of construction in accordance with
the terms of this contract.
(d) Upon satisfactory completion (i) of acceptance trials and (ii) of the
correction of deficiencies as provided in paragraph (b) above, the Contractor
shall deliver the vessel to the Government for preliminary acceptance.
(e) Following preliminary acceptance, the Government may, during the guaranty
period, make the vessel available to the Contractor, at the Contractor's plant,
(i) for correction of defects noted at the time of preliminary acceptance, or
which are discovered during the guaranty period, and (ii) for the performance of
any additional work required by change orders issued pursuant to the "CHANGES"
clause of this contract prior to preliminary acceptance and not theretofore
performed. If the Government elects to make the vessel(s) available to the
contractor, at the contractor's plant, for the accomplishment of the above
described post delivery work, the contractor agrees to accept the vessel(s) and
perform the work. The contractor also agrees to consider the accomplishment of
additional work during the post-shakedown availability under a standard
Government contract. If the post-shakedown availability period shall begin
during but extend beyond the expiration of the guaranty period, the Government
may during the extended period leave the vessel at the Contractor's plant or
return the vessel thereto for the correction of defects not previously corrected
and for the performance of any additional work required by change orders issued
pursuant to the "CHANGES" clause of this contract prior to preliminary
acceptance and not theretofore performed.
(f) The Contractor shall exercise reasonable care to protect the vessel at all
times until the delivery of the vessel, and thereafter during such times as the
vessel is at the Contractor's plant during the guaranty period or during the
post-shakedown availability period if the latter shall extend beyond the
expiration of the guaranty period, except for periods of time when the entire
vessel is made available to the Government. During such periods, while the
vessel is at the Contractor's plant, the Contractor shall provide assistance to
protect and service the vessel, and shall effect any correction of defects or
performance of uncompleted work, to the extent permitted
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or required by the Government.
(g) In accordance with the inspection requirements of the contract, all actions
of the Government pursuant to this requirement shall be performed in such a
manner as to not unduly delay the work.
H-16 NAVSEA 5252.233-9107 EQUITABLE ADJUSTMENTS: WAIVER AND RELEASE OF CLAIMS
(AT) (JAN 1983)
(a) Whenever the Contractor, after receipt of a change made pursuant to the
clause of this contract entitled "CHANGES" or after affirmation of a
constructive change under the "NOTIFICATION OF CHANGES" requirement, submits any
claim for equitable adjustment under the foregoing, such claim shall include all
types of adjustments in the total amounts to which the foregoing entitle the
Contractor, including but not limited to adjustments arising out of delays or
disruptions or both caused by such change.
(b) Further, the Contractor agrees (except as the parties may otherwise agree)
that, if required by the Contracting Officer, it will execute a release, in form
and substance satisfactory to the Contracting Officer, as part of the
supplemental agreement setting forth the aforesaid equitable adjustment, and
that such release shall discharge the Government, its officers, agents and
employees, from any further claims including but not limited to further claims
arising out of delays or disruptions or both, caused by the aforesaid change.
H-17 NAVSEA 5252.225-9100 FOREIGN SHIPYARD CONSTRUCTION PROHIBITION (AT) (JAN
1983)
Neither the vessel nor the hull, midbody, or other major fixed structural
component of the vessel shall be constructed in a foreign shipyard.
H-18 NAVSEA 5252.243-9105 NOTIFICATION OF CHANGING (FT) - ALTERNATE I (JAN 1983)
(a) Definitions. As used in this requirement, the term "Contracting Officer"
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does not include any representative of the Contracting Officer whether or not
such representative is acting within the scope of his authority nor does it
include any other individuals or activities that in any way communicate with the
Contractor. As used in this requirement, the term "conduct" includes both
actions and failures to act, and includes the furnishing of, or the failure to
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furnish, any item under any provision of this contract.
(b) Notice. The primary purpose of this requirement is to obtain prompt
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reporting of any conduct which the Contractor considers would constitute or
would require a change to this contract. The parties acknowledge that proper
administration of this contract requires that potential changes be identified
and resolved as they arise. Therefore, except for changes identified as such in
writing and signed by the Contracting Officer, the Contractor shall notify the
Contracting Officer of any conduct which the Contractor considers would
constitute or would require a change to this contract. Such notice shall be
provided promptly, and in any event within thirty (30) calendar days from the
date the Contractor identifies any such conduct. The Notice shall be written
and shall state, on the basis of the most accurate information available to the
Contractor:
(i) The date, nature, and circumstances of the conduct regarded as a
change;
(ii) The name, function, and activity of the individuals directly involved
in or knowledgeable about such conduct;
(iii) The identification of any documents and the substance of
any oral communication involved in such conduct;
(iv) The particular elements of contract performance for which the
Contractor might seek an equitable adjustment under this requirement, including:
(1) What ship(s) have been or might be affected by the potential
change;
(2) To the extent practicable, labor or materials or both which have
been or might be added, deleted, or wasted by the potential
change;
(3) To the extent practicable, the Contractor's preliminary order of
magnitude estimate of cost and schedule effect of the potential
change; and
(4) What and in what manner are the particular technical requirements
or contract requirements regarded as changed.
(c) Continued Performance. Except as provided in paragraph (f) below,
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following submission of notice, the Contractor shall take no action to implement
a potential change until advised by the
Contracting Officer in writing as provided in (d) below, unless the
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potential change was previously directed by the Contracting Officer, in which
case the Contractor shall conform therewith. Nothing in this paragraph (c)
shall excuse the Contractor from proceeding with contract work other than
implementation of the potential change or from proceeding in accordance with
directions issued by the Contracting Officer.
(d) Government Response. The Contracting Officer shall promptly, and in any
-------------------
event within twenty-one (21) calendar days after receipt of Notice, respond
thereto in writing. In such response, the Contracting Officer shall either:
(i) Confirm that the conduct of which the Contractor gave notice would
constitute a change, and when necessary, direct the mode of further performance,
or;
(ii) Countermand any conduct regarded by the Contractor as a change, or;
(iii) Deny that the conduct of which the Contractor gave notice would
constitute a change and, when necessary, direct the mode of further performance,
or;
(iv) In the event the Contractor's notice information is inadequate to make
a decision under (i), (ii) or (iii) above, advise the Contractor what additional
information is required. Failure of the Government to respond within the time
required above shall be deemed a countermand under (d)(ii).
(e) Equitable Adjustments. Equitable adjustments for changes confirmed or
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countermanded by the Contracting Officer shall be made in accordance with the
clause of this contract entitled "CHANGES", or any other requirement of this
contract which provides for an equitable adjustment.
(f) Special Procedures. Paragraph (c) provides that the Contractor is to take
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no action to implement a potential change pending the Contracting Officer's
response to the Contractor's notice of the potential change, except where
specifically directed by the Contracting Officer. In special situations,
however, where
(1) The circumstances do not allow sufficient time to notify the
Contracting Officer of the facts prior to the need to proceed with the work,
and;
(2) The work must proceed to avoid hazards to personnel or property or to
avoid additional cost to the Government, the Contractor may proceed with work in
accordance with the potential
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change. In such special situations the Contractor shall advise the Contracting
Officer in writing within ten (10) days of the conduct giving rise to the
potential change that the Contractor has proceeded and shall describe the nature
of the special situation which required proceeding prior to notification.
Within thirty (30) calendar days of the conduct giving rise to the potential
change, the Contractor shall provide notice as required in (b) above. The
Contracting Officer shall respond as set forth in (d) above. If the Contracting
Officer determines that the conduct constitutes a change and countermands it,
the Contractor shall be entitled to an equitable adjustment for performance in
accordance with that change prior to the countermand including performance
resulting from the countermand.
(g) When the Contractor identifies any conduct which may result in delay to
delivery of the ship(s), the Contractor shall promptly so inform the Contracting
Officer thereof prior to providing the notice required by paragraph (b) above.
(h) Despite good faith best efforts, occasions may arise in which the
Contractor does not provide notice within the time periods specified in
paragraphs (b) and (f) above. Accordingly, prior to the end of the first and
third quarters of each calendar year through the period of performance of this
contract, beginning with the first quarter of 1994, the Contractor shall deliver
to the Government an executed bilateral contract modification, in the format set
forth in Exhibit "A" to this requirement, covering the six month period of time
ending with the second and fourth quarters, respectively, of the preceding year,
with such specific exceptions, if any, as are identified by the Contractor. If
the Contractor cites specific exceptions to the release, the Contractor shall
concurrently provide the Contracting Officer with notice, containing the
information set forth in paragraph (b) of this requirement, for each item
excepted from the release. However, the release required by this requirement
shall not make unallowable any costs which are otherwise allowable under any
other requirement of this contract.
Within sixty (60) days of receipt of the release, the Contracting Officer
shall sign and return a copy of the release to the Contractor. If the
Contracting Officer fails to execute and return the release within the required
time, then the release shall be deemed to be void and of no effect for the
period involved.
(i) If the release in accordance with paragraph (h) above is not provided to
the Government by the Contractor in the time required, the Contracting Officer
may execute the release as set forth in Exhibit "A" and send it to the
Contractor. If the Contractor fails to execute the release and return it to the
Government (with any specific exceptions) within sixty (60) days of receipt
thereof, the
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<PAGE>
required release shall then be deemed effective as if signed by the Contractor.
Exhibit A to the Requirement entitled "NOTIFICATION OF CHANGES"
- ---------------------------------------------------------------
This modification reflects the agreement of the parties to the mutual full and
final releases for the consequences of that conduct (as conduct is defined in
the requirement entitled "NOTIFICATION OF CHANGES"), described below, except the
conduct identified in Attachment A hereto is excluded and not covered by the
terms of this release.
1. Except for the conduct listed in Attachment A by either party, neither the
Contractor nor the Government shall be entitled to any equitable adjustment or
to money damages and/or other relief for any conduct, as specified below.
2. In consideration of the foregoing the parties hereby agree to the following
release:
a. The Government, for itself, its assigns, vendors, suppliers, and
contractors, hereby remises, releases, and forever discharges the Contractor,
its officers, agents and employees from any and all entitlement of the
Government to equitable adjustment of the contract price and delivery schedule
due to conduct under this contract, which occurred on or before * .
-------
b. The Contractor, for itself, its successors, assigns, vendors,
suppliers, and subcontractors, hereby remises, releases and forever discharges
the Government, its officers, agents and employees from (i) any and all
entitlement of the Contractor to equitable adjustment of the contract cost and
fee and/or delivery schedule of this contract or of any other Government
contract (with this or any other Contractor) or any contract between the
Contractor and any third party by reason of any conduct which increases the
Contractor's cost or time of performance of work under this contract and meets
the following conditions (1) known to the Contractor, (2) occurred on or before
* and (3) the Contractor failed to give notice prior to date of this
---------
release, and (ii) any and all liabilities to the Contractor for money damages
and/or other relief for the impact of any such conduct, upon this contract or
any other Government contract (with this or any other Contractor) or any
contract between the Contractor and any third party.
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<PAGE>
H-19 NAVSEA 5252.243-9113 OTHER CHANGE PROPOSALS (FT) - ALTERNATE I (JAN 1990)
(a) The Contracting Officer, in addition to proposing engineering changes
pursuant to other requirements of this contract, and in addition to issuing
changes pursuant to the clause of this contract entitled "CHANGES", may propose
other changes within the general scope of this contract as set forth below.
Within forty-five (45) days from the date of receipt of any such proposed
change, or within such further time as the Contracting officer may allow, the
Contractor shall submit the proposed scope of work, plans and sketches, and its
estimate of: (A) the cost, (B) the weight and moment effect, (C) effect on
delivery dates of the vessel(s), and (D) status of work on the vessels affected
by the proposed change. The proposed scope of work and estimate of cost shall
be in such form and supported by such reasonably detailed information as the
Contracting Officer may require. Within sixty (60) days from the date of
receipt of the Contractor's estimate, the Contractor agrees to either (A) enter
into a supplemental agreement covering the estimate as submitted, or (B) if the
estimate as submitted is not satisfactory to the Contracting Officer, enter into
negotiations in good faith leading to the execution of a bilateral supplemental
agreement. In either case, the supplemental agreement shall cover an equitable
adjustment in the contract price, including an equitable adjustment for the
preparatory work set forth above, scope, and all other necessary equitable
adjustments. The Contractor's estimate referred to in this subparagraph shall
be a firm offer for sixty (60) days from and after the receipt thereof by the
Contracting Officer having cognizance thereof, unless such period of time is
extended by mutual consent.
(b) Pending execution of a bilateral agreement or the direction of the
Contracting Officer pursuant to the "CHANGES" clause, the Contractor shall
proceed diligently with contract performance without regard to the effect of any
such proposed change.
(c) In the event that a change proposed by the Contracting Officer is not
incorporated into the contract, the work done by the Contractor in preparing the
estimate in accordance with subparagraph (a) above shall be treated as if
ordered by the Contracting Officer under the "CHANGES" clause. The Contractor
shall be entitled to an equitable adjustment in the contract price for the
effort required under subparagraph (a), but the contractor shall not be entitled
to any adjustment in delivery date. Failure to agree to such equitable
adjustment in the contract price shall be a dispute within the meaning of the
clause of this contract entitled "DISPUTES" (FAR 52.233-1).
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<PAGE>
H-20 ORDERS (Applicable to Item 0009)
(a) The Contractor shall furnish supplies and/or services under the Item(s) set
forth in this clause when a contract modification is issued by the
Administrative Contracting Officer (ACO) in accordance with the procedures
specified herein. The Government shall not be liable for any expenses incurred
by the Contractor under any Item set forth herein until a contract modification
is issued by the Contracting Officer. All orders shall be placed on a Firm
Fixed Price basis. Any amounts shown in Section B at time of contract award for
applicable line items 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 the time of order issuance. It is understood and
agreed that the Government has no obligation under this contract to issue any
orders hereunder.
(b) Specification/Description of Work. The applicable document, specification
---------------------------------
or the description of the work is set forth below. To the extent any
inconsistency exists between any document, specification or description referred
to below and the schedule, the Schedule shall control.
Item 0009 - The Contractor shall perform necessary engineering and
---------
industrial services in support of the design and construction of LSD 52.
(c) Ordering Period and Terminal Date for Deliveries or Performance. Contract
---------------------------------------------------------------
modifications for supplies or services listed under Item 0009 may be issued
during the period covered by this contract at any time prior to expiration of
the guaranty period set forth in the contract clause entitled "GUARANTY PERIOD."
Contract modifications for supplies or services listed under Item 0009 shall
provide that deliveries or performance shall be completed not later than the
expiration of the guaranty period set forth in the contract clause entitled
"GUARANTY PERIOD."
(d) Priced Orders. Except as otherwise provided in paragraph (e) below, the
-------------
Contracting Officer will issue a supplemental agreement to this contract when
supplies or services are to be furnished by the Contractor. Such supplemental
agreement shall set forth the firm fixed price and be otherwise fully definitive
at the time of issuance and shall be signed by the Contractor and the ACO.
Orders issued pursuant to this clause shall not be subject to the provisions of
the clauses of this contract entitled "INCENTIVE PRICE REVISION (FIRM
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<PAGE>
TARGET)," "COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)'" "PRICE
ADJUSTMENT FOR CHANGES IN FEDERAL LAW," or "COMPENSATION."
(e) Undefinitized Orders. Whenever the Contracting Officer determines that
--------------------
urgent demands or requirements prevent the issuance of a priced order, he or she
may issue an undefinitized order. Such orders may be unilateral or bilateral
and shall establish a limitation on Government liability, a ceiling price, and a
schedule for definitization, as described in subparagraph (g) below. Upon
request, the Contractor shall submit a ceiling price proposal before the
undefinitized order is issued. The ceiling price shall be 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 (f) below. A
clause substantially the same as the clause entitled "CONTRACT DEFINITIZATION,"
FAR 52.216-25, shall be included in any undefinitized order.
(f) Unilateral Undefinitized Orders. (1) For a unilateral undefinitized order,
-------------------------------
the Contractor shall within ten calendar days of receipt of the order notify the
Contracting Officer in writing if it takes exception to the ceiling price and/or
the delivery schedule set forth therein and shall propose a revised ceiling
price or revised delivery schedule, or both. For such orders to which the
Contractor takes no exception, the Contractor shall be obligated to perform just
as if the order were a fully definitized order.
(2) After receipt of the Contractor's proposal to establish a revised
ceiling price and/or revised delivery schedule, the Contracting Officer shall:
(i) adjust the ceiling price and/or revise the delivery schedule; (ii) advise
the Contractor that the ceiling price and/or delivery schedule set forth in the
unilateral order will be adjusted in a different manner different from that
proposed by the Contractor; or (iii) advise the Contractor that no adjustment
will be made. In the event the Contracting Officer proceeds in accordance with
either (ii) or (iii) above, the Contractor shall not be obligated to perform the
order beyond the point at which it would be entitled to be compensated in an
amount equal to the Government's limitation of liability contained in the
unilateral order.
(g) 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,
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<PAGE>
the Contractor agrees to submit a price proposal with sufficient data to support
the accuracy and derivation of its price; and, when required by FAR, cost or
pricing data, including SF 1411. 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 agreed
upon price exceed the ceiling price specified in the undefinitized order.
(2) Each undefinitized order shall contain a definitization schedule
which shall include a target date for definitization and dates for submission of
a proposal, beginning of negotiations and, if appropriate, submission of make-
or-buy and subcontracting plans and cost or pricing data. The schedule shall
provide for definitization of the order by the earlier of:
(i) the target date, which shall be not more than 180 days after the
issuance of the undefinitized order. However, the target date may be extended
by the Contracting Officer until 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 equals fifty (50%) percent of the ceiling price
set forth in the order, except as provided in subparagraph (h)(3) below.
(3) If agreement on a definitive order is not reached within the time
provided pursuant to subparagraph (g)(2)(i) 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 superseding unilateral order to that effect. Such superseding
unilateral order shall be subject to Contractor appeal in accordance the clause
of this contract entitled "DISPUTES," FAR 52.233-1. However; in any event, the
Contractor shall proceed with completion of said order, subject to the clause
entitled "LIMITATION OF GOVERNMENT LIABILITY," FAR 52.216-24.
(h) Limitation of Government Liability. (1) Each undefinitized order shall set
----------------------------------
forth the Government's limitation of liability which shall be the maximum amount
the Government shall be obligated to pay the Contractor for performance of an
order unless and until the order is definitized. The Contractor is not
authorized to make expenditures or incur obligations exceeding the limitation of
liability set forth in the order. If such expenditures are made, or if such
obligations are incurred, they will be at the Contractor's
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<PAGE>
sole risk and expense. Further, the limitation of liability shall be the
maximum amount the Government will be obligated to pay the Contractor if the
order is terminated. The clause entitled "LIMITATION OF GOVERNMENT LIABILITY,"
FAR 52.216-24, shall be included in any undefinitized order.
(2) Except as provided in subparagraph (h)(3) below,, the limitation of
the Government's liability shall not exceed fifty per cent (50%) of the coiling
price of an undefinitized order.
(3) If the Contractor submits a qualifying proposal, as defined in DFARS
217.7401, to definitize the order, the Contracting Officer may, in his sole
discretion, increase the Government's limitation of liability to seventy-five
per cent (75%) of the ceiling price or seventy-five percent (75%) of the price
proposed by the Contractor, whichever is less.
(4) The Contractor shall notify the Contracting Officer in writing
whenever it has reason to believe that the costs the Contractor expects to incur
in performing the undefinitized order during the next 60 days, when added to all
costs previously incurred in performance of said order, will exceed the
limitation of Government liability. As part of such notification, the
Contractor shall provide the Contracting Officer a revised estimate of the total
cost of performing the order and shall propose an appropriate increase in the
limitation of Government liability. Within thirty (30) days of receipt 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 the undefinitized order
beyond the point where its costs incurred plus a reasonable profit thereon equal
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.
(i) Segregation of Costs. The Contractor shall segregate the costs of
--------------------
performance of each undefinitized order from the cost of performance of any
other work performed by the Contractor.
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<PAGE>
(j) Ordering Activity. The office(s) designated below will determine appro-
-----------------
priate requirements to be set forth in orders issued hereunder.
Items Ordering Activities
0008 Administrative Contracting
and 0009 Officer or the cognizant
Supervisor of Shipbuilding
Conversion and Repair, USN
Naval Sea Systems Command
Code PMS 377G
Washington, D.C. 20362
H-21 ORDER OF PRECEDENCE
(a) The terms and conditions of this contract are as follows and
constitute the entire agreement of the parties:
<TABLE>
<CAPTION>
PART I - SCHEDULE
-----------------
<S> <C>
Supplies or Services and
Prices/Costs Section B
Description/Specifications/Work
Statement Section C
Packaging and Marking Section D
Inspection and Acceptance Section E
Deliveries or Performance Section F
Contract Administration Data Section G
Special Contact Requirements Section H
<CAPTION>
PART II - CONTRACT CLAUSES
--------------------------
<S> <C>
Contract Clauses Section I
<CAPTION>
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
------------------------------------------------------------
<S> <C>
List of Attachments Section J
</TABLE>
(b) The rights and obligations of the parties to this contract shall be
subject to and governed by the contract as enumerated above. In the event of
any inconsistency in this contract, the inconsistency shall be resolved by
giving precedence in the following order: (a) Schedule; (b) Contract Clauses;
(c) the Specifications; (d) exhibits and other Attachments, contained in
Section J (excluding the specifications); and (e) Contract Guidance Drawings.
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<PAGE>
H-22 NOT USED
H-23 PERFORMANCE INCENTIVE
(A) General
-------
(1) Under the provisions of this clause, the Contractor may earn a
performance incentive as determined by an Incentive Evaluation Board established
pursuant to paragraph (B) below.
(2) It is recognized that the standards by which the Contractor's
performance is to be gauged are not susceptible to precise definition; however,
the general areas on which particular emphasis will be placed in evaluating
Contractor's performance are set forth in paragraph (C) below.
(3) The purpose of this Performance Incentive is to provide an
additional incentive to the contractor for performance which should benefit the
Navy. Accordingly, the parties recognize that this Performance Incentive is
solely to reward special Contractor effort at and above acceptable performance.
(B) Incentive Evaluation Board
--------------------------
The contractor shall be paid such incentive as may be determined to be
appropriate by an Incentive Determining official (IDO) hereby designated
as the Amphibious Warfare Program Manager (PMS377) based on
recommendations of an Incentive Evaluation Board (IEB) consisting of no
less than four of the following members (or designated alternates):
(1) Amphibious Warfare Program, Deputy Program Manager (PMS 377B),
Chairman
(2) LSD 52 Acquisition Manager (PMS377G), Vice Chairman
(3) Amphibious Warfare Program Business Manager (PMS 377E)
(4) Amphibious Warfare Program Systems Acquisition Director (PMS 3771)
(5) Amphibious Warfare Program Operations Director (PMS 3773)
(6) LSD 52 Procuring Contracting Officer (SEA 02224)
(7) LSD 52 Ship Design Manager (SEA 05D4)
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<PAGE>
(8) Supervisor of Shipbuilding
(9) Program Manager's Representative, Supervisor of Shipbuilding
At the end of each performance period as set forth in this clause, the
Incentive Determining Official shall, based on the recommendation of the
Incentive Evaluation Board and any other pertinent information, determine the
amount of performance incentive which will be paid to the Contractor for his
work during the period under evaluation.
(C) Evaluation Categories
---------------------
The Contractor will be evaluated on his effectiveness in developing,
implementing, and participating (as applicable) in the categories and factors
listed below. Elements listed under factors are for guidance and evaluation of
factors is not limited to the listed elements.
(1) Category I: Technical Performance
(a) Factor I.a.: Detail Design
Thoroughness of Design Reviews
Design Schedule Adherence
Development of Purchase Specifications
Development of Detail Design Drawings
Implementation of Changes
Design for Weight and KG Control
(b) Category I.b.: Construction
Physical Progress Achievement
Construction Schedule Adherence
Ship Cleanliness, Preservation and Maintenance
Rework Required
Waterfront Care and Preservation
Implementation of Changes
Implementation of Corrosion Control Plan
Construction Techniques to Achieve Wight and KG Control
Implementation of Safety Program
(c) Factor I.c.: Test and Trials
Development and Implementation of a Comprehensive Test Plan
Readiness of Ship at Builder's Dock, Builder's Sea, and Acceptance
Trials
Readiness for Conduct of Equipment, System, and Ship Tests
Correction of Test and Trial Deficiencies
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(d) Factor I.d.: Quality Assurance
Implementation of Quality Assurance Plan
Shipbuilding Process Identification
Effective Shipbuilding Process Improvement
Quality Assurance Results
(e) Factor I.e.: Integrated Logistics Support Provisioning
Technical Documentation
-Quality
-Schedule Adherence
Repair Part Delivery Timeliness
Technical Manuals
-Quality
-Schedule Adherence
ROMIS Implementation
Access Control
Training Program Implementation
Fitting out Schedule
Preventive Maintenance Program Implementation
Logistic Support Analysis
Standardization
Logistic Readiness Review
(f) Factor I.f.: Design and Engineering During Construction Engineering
Support of Construction
Engineering Support of Change Order Process
Resolution of Technical Issues
(2) Category II: Management Systems and Information
(a) Factor II.a.: Management to Ensure Cost, Schedule and
Technical Performance
Implementation of Cost/Schedule Control Systems Shipbuilding
Production Progress Conferences -Identification, Assessment, and
Resolution of
Problem Areas
-Reports and Presentation of the Status of the
Program
(b) Factor II.b.: Liaison
Stability of Contractor Project Organization Responsiveness to
Supervisor of Shipbuilding, Amphibious Warfare Program and NAVSEA
representatives
Interaction with and Responsiveness to other Prime Contractors with
the Government
(c) Factor II.c.: Procurement Management
Implementation of Procurement Plan
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<PAGE>
Material Purchase Schedule Adherence
Subcontractor Competition
Implementation of Standardization Plan
Support and Test Equipment Procurement
(d) Factor II.d.: Configuration Control Configuration Management Plan
Implementation Quality and Timeliness of ECP submittals ECP
negotiations
(e) Factor II.e: Data Management
Data Management Plan Implementation Quality and Timeliness of CDRL
Item Submittals
(3) The initial category weights will be provided in writing to the
contractor within 10 calendar days after contract award. Said Category weights
will remain in effect until changed, in writing, by the Contacting Officer.
Subsequent weight changes, if any , will be provided in writing at least 10
calendar days prior to the commencement of the affected evaluation period.
(4) Neither factors within categories, nor elements within factors, are
assigned predetermined importance or weights, and their relative importance is
at the discretion of the Incentive Evaluation Board Members and the Incentive
Determining Official in making the evaluations and is expected to vary from
period to period, depending upon scheduled and actual activities.
(D) Incentive Determination and Reclama Procedures
----------------------------------------------
The contractor shall furnish to the Incentive Evaluation Board a
self-evaluation and such other information as may be reasonably required to
assist the Board in evaluation of the Contractor's work in the above areas as
follows:
(1) Within fifteen (15) calendar days after the end of each evaluation
period under this clause, the Contractor shall submit his assessment of
performance during the evaluation period to the Incentive Evaluation Board
Chairman, except that financial performance data for the last month of the
period will be provided no later than 30 calendar days after the end of the
period.
The contractor's self-evaluation shall include, for each factor of each
category, by element:
(I) A list of significant events scheduled for accomplishment prior to
the start of the period, and events added to the schedule during the
period.
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(II) A list of significant events actually accomplished.
(III) A list of significant events schedule, but not
accomplished.
(IV) A list of significant events scheduled for the next evaluation
period.
(V) A summary of self-assessment.
(2) Within 45 calendar days after the end of the evaluation period, the
Incentive Evaluation Board (IEB) shall receive reports, oral and/or
designated by the Chairman of the IEB. The IEB shall consider the
reports of the Government monitors, and any other relevant data and
shall arrive at a consensus recommended score for each category.
The Contractor may be invited to have a senior representative
present during reports by Government monitors, but not during IEB
deliberation and voting.
(3) Within 5 calendar days of the IEB deliberations, the Chairman of the
IEB shall advise the Incentive Determining Official of the IEB's
recommended grades and incentive amounts, and summary rationale.
(4) Within 10 calendar days following IEB recommendation, the Incentive
Determining Official will provide the incentive determination in writing to the
Contractor with a copy to the Contracting Officer setting forth the incentive
determination, with summary rationale.
(5) In the event that the Contractor concurs in the incentive
determination in (4) above, the Incentive Determining Official's (IDO)
determination shall be final.
(6) The Contractor may, within 6 calendar days of receipt of the
incentive determination, submit a request for reconsideration.
(a) Any such request shall identify and explain specific facts that
the Contractor believes should be considered and shall present all relevant
performance, both negative and positive, for each category, factor and element
which the Contractor believes merits a different evaluation.
(b) Any such request shall be submitted to the Incentive
Determining Official with simultaneous copies to the Contracting Officer and the
Chairman of the Incentive Evaluation Board.
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<PAGE>
(c) If a request for reconsideration is not received by the
Contracting Officer within the above time period, it will be considered that the
Contractor has concurred in the incentive determination in (4) above.
(7) In the event that the contractor submits a timely request for
reconsideration, the Incentive Determining Official shall provide to the
Contracting Officer a final incentive determination within 10 calendar days of
receipt of the Contractor's request.
(8) Within 21 calendar days from receipt of final incentive
determination, the Contracting Officer shall issue a unilateral modification
to the contract to provide for the earned performance incentive.
(E) Evaluation Periods
------------------
Incentive Evaluation periods are as set forth below. Performance
evaluations will commence not later than 45 calendar days following the end of
each evaluation period.
<TABLE>
<CAPTION>
Evaluation Period
-----------------
<S> <C>
lst Evaluation Period Contract Award - 18MAC*
2nd Evaluation Period 19MAC - 27MAC
3rd Evaluation Period 28MAC - 36MAC
4th Evaluation Period 37MAC - 45MAC
5th Evaluation Period 46MAC - Contract Completion
</TABLE>
* "MAC" means "months after contract award date." The specific date of
the month shall be considered the last day of the month.
(F) Performance Incentive
---------------------
A performance incentive for LSD 52 shall be available on the following
basis:
<TABLE>
<CAPTION>
Available Earned
Evaluation Period Incentive Pool Incentive Pool
----------------- -------------- --------------
<S> <C> <C>
lst Evaluation Period $ 600,000
2nd Evaluation Period $ 700,000
3rd Evaluation Period $ 800,000
4th Evaluation Period $ 900,000
5th Evaluation Period $1,000,000
----------
$4,000,000
</TABLE>
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<PAGE>
(G) Performance Incentive Rating Table
----------------------------------
<TABLE>
<CAPTION>
Numerical
Score Adjective Rating Adjective Definitions
----- ---------------- ---------------------
<S> <C> <C>
86-100 Outstanding The Contractor's performance clearly
exceeds acceptable by a substantial
margin; although the Monitor can cite
some areas for improvement, most of
these minor.
75-85 Excellent The Contractor's performance exceeds
acceptable; there are areas for
improvement, but these are offset
by better performance in other
areas.
65-74 Good The Contractor's performance
generally exceeds acceptable; areas
for significant improvement are
approximately offset by better
performance in other areas.
50-64 Acceptable The Contractor's performance is
acceptable, and, although there
are areas of good-or-better
performance in other areas.
0-49 Marginal The Contractor's performance is
to unsatisfactory less than acceptable; the Monitor can
cite areas for improvement which are
not offset by better performance
areas.
</TABLE>
(1) For a numerical score of 75-100, the performance incentive earned by
the Contractor for each evaluation period shall be calculated as follows:
Performance Incentive = Numerical Score X Performance
--------------- Incentive Pool for that Period
100
(2) For a numerical score of 50-74, the performance incentive earned by
the Contractor for each evaluation period shall be calculated as follows:
121
<PAGE>
Performance Incentive = Numerical Score - 50 X Performance
-------------------- Incentive Pool
50 for that Period
(3) A Performance Incentive shall not be paid to the contractor for any
evaluation period for which the numerical score is less than 50.
(H) Final Decision
--------------
The Contractor agrees that decisions of the Incentive Determining
Official with respect to the amount of performance incentive to be paid
hereunder shall be final and conclusive and shall not be subject to the
"DISPUTES" clause for this contract, nor shall the Contractor be entitled to
submit a claim regarding any such decisions under the Contract Disputes Act of
1978 (P.L. 95-563).
122
<PAGE>
H-24 REPAIR PARTS, TOOLING AND EQUIPMENT
a. Inasmuch as the approved load COSAL for LSD 52 is not currently available,
funding is specified in Item 0007 for on-board spares, repair parts, equipage,
special tools, loose hardware, and support and test equipments to be furnished
by the Contractor for the ship. The Contractor shall notify the Supervisor upon
50% expenditure for CLIN 0007 and the Contractor shall not expend a sum greater
than that indicated unless such amount is changed in writing by the Contracting
Officer. The amount specified is solely for hardware, initial packaging and
shipping costs and does not cover costs associated with material identification,
procurement, handling, storage, binning placing aboard ship accounting and other
efforts described in the Ship Specifications. These latter costs are included
in the Target Cost of the applicable ship.
b. Within four months after receipt of the load COSAL for each ship, or at such
time mutually agreed to by the parties, the Contractor shall submit to the
Supervisor his proposal for establishment of definitive firm fixed price based
on Government provided lists of on-board spares, repair parts, equipage, special
tools, loose hardware and support and test equipment to be provided by the
Contractor. A supplemental agreement shall be issued upon the coinclusion of
negotiations. On-board spares, repair parts, equipage, special tools, loose
hardware, and support and test equipment specifically identified in the Ship
Specifications are excluded from both the provisions of this clause and the
funding specified in Item 0007.
H-25 PROVISION OF ENGINEERING SERVICES
Funds in the amount of $250,000 are allotted for the performance of special
studies, analyses and reviews, as described in Item 0008, that may be requested,
in writing, by the Supervisor. The Contractor shall maintain records of such
services and associated costs and upon eighty percent(80%) depletion of the
above amount shall notify the Contracting Officer in writing. The amount
available for such services may be adjusted in accordance with the clause of the
contract entitled "CHANGES-FIXED PRICE".
123
<PAGE>
PART II - CONTRACT CLAUSES
SECTION I-1 - FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)
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.
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.202-1 DEFINITIONS (SEP 1991)
52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984)
52.203-3 GRATUITIES (APR 1984)
52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
(JUL 1985)
52.203-7 ANTI-KICKBACK PROCEDURES (OCT 1988)
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
ACTIVITY (SEP 1990) (Applies if this contract or
modification exceeds $25,000.)
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS (JAN 1990) (Applies if this contract
exceeds $100,000.)
52.203-13 PROCUREMENT INTEGRITY--SERVICE CONTRACTING (SEP 1990)
(Applies if this contract or BOA require Contractor
employees to act as Government Procurement Officials.)
52.204-2 SECURITY REQUIREMENTS (APR 1984) (Applies if this is
a classified acquisition or contract.)
52.208-1 REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS
(APR 1984)
<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN
SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR
PROPOSED FOR DEBARMENT (NOV 1992) (Applies if this
contract exceeds $25,000.)
52.210-5 NEW MATERIAL (APR 1984)
52.210-7 USED OR RECONDITIONED MATERIAL, RESIDUAL INVENTORY, AND
FORMER GOVERNMENT SURPLUS PROPERTY (APR 1984)
52.212-8 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP
1990)
52.212-13 STOP-WORK ORDER (AUG 1989)
52.212-15 GOVERNMENT DELAY OF WORK (APR 1984)
52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (APR
1984)
52.215-2 AUDIT--NEGOTIATION (DEC 1989)
52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA
(JAN 1991) (Applies to all negotiated contracts and
subcontracts which exceed $500,000 whenever cost or
pricing data will be required from the contractor or a
subcontractor.)
52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA--
MODIFICATIONS (DEC 1991) (Applies to all negotiated
contracts and subcontracts which exceed $500,000
whenever cost or pricing data will be required from
the contractor or a subcontractor for pricing contract
modifications and the clause at FAR 52.215-22 has not
been used.)
52.215-24 SUBCONTRACTOR COST OR PRICING DATA (DEC 1991) (Applies
to all subcontracts which exceed $500,000 whenever the
clause at FAR 52.215-22 applies.)
52.215-25 SUBCONTRACTOR COST OR PRICING DATA--MODIFICATIONS (Dec
1991) (Applies to all subcontracts which exceed
$500,000 whenever the clause at FAR 52.215-23
applies.)
<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.215-26 INTEGRITY OF UNIT PRICES (APR 1991) AND ALTERNATE I
and Alt I (APR 1991) (Applies if this contract was awarded
without using full and open competition.)
52.215-27 TERMINATION OF DEFINED BENEFIT PENSION PLANS (SEP
1989)
52.215-30 FACILITIES CAPITAL COST OF MONEY (SEP 1987)
52.215-33 ORDER OF PRECEDENCE (JAN 1986)
52.215-39 REVERSION OF ADJUSTMENT OF PLANS FOR POST-RETIREMENT
BENEFITS OTHER THAN PENSIONS (PRB) (JUL 1991)
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL
DISADVANTAGED BUSINESS CONCERNS (FEB 1990) (Applies
except as otherwise prescribed in FAR 19.708(a).)
52.219-9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
SUBCONTRACTING PLAN (JAN 1991) (Applies in addition
to the FAR 52.219-8 clause if this contract exceeds
$500,000 and has subcontracting possibilities.)
52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986)
52.219-16 LIQUIDATED DAMAGES--SMALL BUSINESS SUBCONTRACTING
PLAN (AUG 1989) (Applies in addition to the FAR
52.219-9 clause.)
52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984)
(Applies except as otherwise prescribed in FAR
20.302(a).)
52.220-4 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APR 1984)
(Applies in addition to the FAR 52.220-3 clause if the
contract exceeds $500,000 and has subcontracting
possibilities.)
52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)
52.222-3 CONVICT LABOR (APR 1984)
<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT--OVERTIME
COMPENSATION (MAR 1986)
52.222-18 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF
UNION DUES OR FEES (MAY 1992) (Applies if this
contract exceeds $25,000.)
52.222-20 WALSH-HEALEY PUBLIC CONTRACTS ACT (APR 1984)
52.222-26 EQUAL OPPORTUNITY (APR 1984)
52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS
(APR 1984) (Applies if this contract is $1,000,000 or
more.) (As used in the foregoing clause, the term
"Contracting Officer" shall be deemed to mean the
"Administrative Contracting Officer (ACO)".)
52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM
ERA VETERANS (APR 1984)
52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)
52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND
VETERANS OF THE VIETNAM ERA (JAN 1988) (Applies in
addition to the FAR 52.222-35 clause.)
52.223-2 CLEAN AIR AND WATER (APR 1984)
52.223-6 DRUG-FREE WORKPLACE (JUL 1990)
52.225-10 DUTY-FEE ENTRY (APR 1984) (Applies if this contract
exceeds $100,000 or is subject to the Trade Agreements
Act.)
52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992)
52.226-1 UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED
ECONOMIC ENTERPRISES (AUG 1991) (Applies in addition
to the FAR 52.219-9 clause.)
52.227-1 AUTHORIZATION AND CONSENT (APR 1984) (Applies except
as otherwise prescribed in FAR 27.201-2(a).)
52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT (APR 1984)
<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.227-10 FILING OF PATENT APPLICATIONS--CLASSIFIED SUBJECT
MATTER (APR 1984) (Applies if this is a classified
acquisition or contract.)
52.229-3 FEDERAL, STATE, AND LOCAL TAXES (JAN 1991) (Applies
if this contract was awarded based on competition.)
52.230-2 COST ACCOUNTING STANDARDS (AUG 1992) (Applies except
as otherwise prescribed in FAR 30.201-1 and 30.201-2.)
52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING
PRACTICES (AUG 1992) (Applies except as otherwise
prescribed in FAR 30.201-2.)
52.230-5 ADMINISTRATION OF COST ACCOUNTING STANDARDS (AUG 1992)
(Applies when either the FAR 52.230-2 or 52.230-3
clause is included in the contract.)
52.232-1 PAYMENTS (APR 1984)
52.232-8 DISCOUNTS FOR PROMPT PAYMENT (APR 1989)
52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)
52.232-11 EXTRAS (APR 1984)
52.232-16 PROGRESS PAYMENTS (JUL 1991) (Applies if the
Contractor is other than a Small Business Concern.)
(applicable to Items 0003, 0005 and 0010)
52.232-16 PROGRESS PAYMENTS (JUL 1991) AND ALTERNATE I (AUG
and Alt I 1987) (Applies if the Contractor is a Small Business
Concern.) (applicable to Items 0003, 0005 and 0010)
52.232-17 INTEREST (JAN 1991)
52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986) AND ALTERNATE I
and Alt I (APR 1984)
52.232-25 PROMPT PAYMENT (SEP 1992)
52.233-1 DISPUTES (DEC 1991)
<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.233-1 DISPUTES (DEC 1991) AND ALTERNATE I (DEC 1991)
(Applies if this contract is for aircraft; spacecraft
and launch vehicles; naval vessels; missile systems;
tracked combat vehicles; or related electronic
systems.)
52.233-3 PROTEST AFTER AWARD (AUG 1989)
52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)
52.242-10 F.O.B. ORIGIN--GOVERNMENT BILLS OF LADING OR PREPAID
POSTAGE (APR 1984)
52.242-11 F.O.B. ORIGIN--GOVERNMENT BILLS OF LADING OR INDICIA
MAIL (APR 1984) (Applies if supplies under this
contract are to be delivered f.o.b. origin.)
52.242-12 REPORT OF SHIPMENT (REPSHIP) (DEC 1989) (Applies if
carload or truckload shipments under this contract
will be made to DoD activities.)
52.242-13 BANKRUPTCY (APR 1991)
52.243-1 CHANGES--FIXED PRICE (AUG 1987) (Applies if this
contract is for supplies.)
52.243-1 CHANGES--FIXED PRICE (AUG 1987) AND ALTERNATE II (APR
and Alt II 1984) (Applies if this contract is for supplies and
services.)
52.243-6 CHANGE ORDER ACCOUNTING (APR 1984)
52.244-1 SUBCONTRACTS (FIXED-PRICE CONTRACTS) (APR 1991)
52.244-5 COMPETITION IN SUBCONTRACTING (APR 1984) (Applies if
this contract exceeding $25,000 and is not a firm
fixed price contract awarded on the basis of adequate
price competition.)
52.246-2 INSPECTION OF SUPPLIES--FIXED PRICE (JUL 1985) AND
and Alt I ALTERNATE I (JUL 1985)
(applicable to Items 0005 and 0007)
<PAGE>
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.246-4 INSPECTION OF SERVICES--FIXED PRICE (FEB 1992)
52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)
52.246-23 LIMITATION OF LIABILITY (APR 1984) (Applies if this
contract exceeds $25,000 and requires delivery of end
items that are not high-value items.)
52.246-24 LIMITATION OF LIABILITY--HIGH VALUE ITEMS (APR 1984)
(Applies if this contract exceeds $25,000 and requires
delivery of high-value end items.)
52.246-25 LIMITATION OF LIABILITY--SERVICES (APR 1984) (Applies
if this contract exceeds $25,000 and requires
performance of services.)
52.247-29 F.O.B. ORIGIN (JUN 1988) (Applies if supplies under
this contract are to be delivered f.o.b. origin.)
52.247-34 F.O.B. DESTINATION (NOV 1991) (Applies if supplies
under this contract are to be delivered f.o.b.
destination.)
52.246-48 F.O.B. DESTINATION--EVIDENCE OF SHIPMENT (APR 1984)
(Applies if supplies under this contract are to be
accepted at origin but delivered at destination.)
52.247-52 CLEARANCE AND DOCUMENTATION REQUIREMENTS--SHIPMENTS
TO DOD AIR OR WATER TERMINAL TRANSSHIPMENT POINTS (APR
1984)
52.246-54 DIVERSION OF SHIPMENT UNDER F.O.B. DESTINATION
CONTRACTS (MAR 1989) (Applies if supplies under this
contract are to be delivered f.o.b. destination.)
52.247-58 LOADING, BLOCKING AND BRACING OF FREIGHT CAR SHIPMENTS
(APR 1984)
52.247-61 F.O.B. ORIGIN--MINIMUM SIZE OF SHIPMENTS (APR 1984)
(Applies if supplies are under this contract are to be
delivered f.o.b. origin.)
52.246-65 F.O.B. ORIGIN, PREPAID FREIGHT--SMALL PACKAGE SHIPMENTS
(JAN 1991) (Applies if f.o.b. shipments are to be made
under this contract.)
<PAGE>
<TABLE>
<CAPTION>
FAR
SOURCE TITLE AND DATE
- ------ --------------
<S> <C>
52.248-1 VALUE ENGINEERING (MAR 1989) (Applies if this contract
equals or exceeds $100,000.)
52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED
PRICE) (APR 1984) (Applies if this contract exceeds
$100,000.)
52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)
52.253-1 COMPUTER GENERATED FORMS (JAN 1991)
Updated to FAC 90-13
- --------------------------------------------------------------------------------
</TABLE>
131
<PAGE>
II. DOD FAR SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES:
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- -------------- --------------
252.203-7000 STATUTORY PROHIBITIONS ON COMPENSATION TO FORMER
DEPARTMENT OF DEFENSE EMPLOYEES (DEC 1991)
(Applies if this contract exceeds $100,000.)
252.203-7001 SPECIAL PROHIBITION ON EMPLOYMENT (DEC 1991)
252.203-7002 DISPLAY OF DOD HOTLINE POSTER (DEC 1991)
(Applies if this contract exceeds $5,000,000 and
will not be performed in a foreign country.)
252.203-7003 PROHIBITION AGAINST RETALIATORY PERSONNEL ACTIONS
(APR 1992) (Applies if this contract exceeds
$500,000 and is not for commercial items.)
252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR
1992)
252.205-7000 PROVISION OF INFORMATION TO COOPERATIVE AGREEMNET
HOLDERS (DEC 1991) (Applies if this contract
exceeds $500,000.)
252.209-7000 ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE
INSPECTION UNDER THE INTERMEDIATE-
RANGE NUCLEAR FORCES (INF) TREATY (DEC 1991)
(Applies if this contract exceeds $25,000 and is
not for commercial or commercial type products.)
252.210-7003 ACQUISITION STREAMLINING (DEC 1991)
252.215-7000 PRICING ADJUSTMENTS (DEC 1991)
252.215-7001 AVAILABILITY OF CONTRACTOR RECORDS (DEC 1991)
(Applies if this contract requires the submission
of certified cost or pricing data and is for the
manufacture of end items for a major defense
acquisition program as defined in 10 U.S.C.
2432a.)
252.215-7002 COST ESTIMATING SYSTEM REQUIREMENTS (DEC 1991)
(Applies if this contract was awarded on the basis
of certified cost or pricing data.)
132
<PAGE>
N00024-94-C-2200
FAR
SOURCE TITLE AND DATE
- ------ --------------
52.2-
<PAGE>
<TABLE>
<CAPTION>
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- -------------- --------------
<S> <C>
252.225-7017 PREFERENCE FOR UNITED STATES AND CANADIAN VALVES
AND MACHINE TOOLS (APR 1992) (Applies if this contract
is for valves or machine tools.)
252.225-7022 RESTRICTION ON ACQUISITION OF POLYACRYL-ONITRILE
(PAN) BASED CARBON FIBER (DEC 1991) (Applies if this
contract is for a major system acquisition program
not yet in production.)
252.225-7023 RESTRICTION ON ACQUISITION OF CARBONYL IRON POWDERS
(APR 1992) (Applies if this contract was awarded before
January 1, 1993.)
252.225-7025 FOREIGN SOURCE RESTRICTIONS (DEC 1991) (Applies except
as otherwise prescribed in DFARS 225.7105.)
252.225-7026 REPORTING OF OVERSEAS SUBCONTRACTS (DEC 1991) (Applies
if this contract is for other than commercial items
over $500,000 at time of award and over $500,000
subsequent to award if a modification increases the
amount of the contract to more than $500,000.)
252.225-7028 EXCLUSIONARY POLICIES AND PRACTICES OF FOREIGN
GOVERNMENTS (DEC 1991) (Applies if this contract is
for the purchase of goods and services for IMET or FMS.)
252.225-7029 RESTRICTION ON THE ACQUISITION OF AIR CIRCUIT BREAKERS
(DEC 1991)
252.225-7031 SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992) (Applies if
this contract exceeds $25,000.)
252.227-7013 RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE (OCT
1988)
252.227-7018 RESTRICTIVE MARKINGS ON TECHNICAL DATA (OCT 1988)
252.227-7029 IDENTIFICATION OF TECHNICAL DATA (APR 1988)
252.227-7030 TECHNICAL DATA--WITHHOLDING OF PAYMENT (OCT 1988)
252.227-7031 DATA REQUIREMENTS (OCT 1988)
</TABLE>
134
<PAGE>
<TABLE>
<CAPTION>
FAR SUPPLEMENT
SOURCE TITLE AND DATE
- ------ --------------
<S> <C>
252.227-7036 CERTIFICATION OF TECHNICAL DATA CONFORMITY (MAY 1987)
252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA
(APR 1988)
252.231-7000 SUPPLEMENTAL COST PRINCIPLES (DEC 1991)
252.232-7004 DOD PROGRESS PAYMENTS RATES (DEC 1991)
252.232-7006 REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON
FINDING OR FRAUD (AUG 1992)
252.233-7000 CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR
RELIEF (DEC 1991)
252.234-7001 COST/SCHEDULE CONTROL SYSTEMS (DEC 1991)
252.242-7003 POSTAWARD CONFERENCE (DEC 1991)
252.242-7003 APPLICATION FOR U.S. GOVERNMENT SHIPPING DOCUMENTATION
/INSTRUCTIONS (DEC 1991) (Applies in addition to the
FAR 52.242-10 clause.)
252.242-7004 MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM (DEC 1991)
(Applies if this contract provides progress payments,
unless it is set aside exclusively for a small
business or small disadvantaged business concern.)
252.243-7001 PRICING OF CONTRACT MODIFICATIONS (DEC 1991)
252.249-7001 NOTIFICATION OF SUBSTANTIAL IMPACT ON EMPLOYMENT
(DEC 1991)
Updated to DAC 91-3
- --------------------------------------------------------------------------------
</TABLE>
135
<PAGE>
SECTION I-2 ADDITIONAL CONTRACT CLAUSES
FAR 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY--MODIFICATION
(NOV 1990)
(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
-----------
incorporated in this clause.
(b) The Contractor agrees that it will execute the certification set forth in
paragraph (c) of this clause when requested by the Contracting Officer in
connection with the execution of any modification of this contract.
(c) Certification. As required in paragraph (b) of this clause, the officer or
-------------
employee responsible for the modification proposal shall execute the following
certification:
CERTIFICATE OF PROCUREMENT INTEGRITY--MODIFICATION (NOV 1990)
- -------------------------------------------------------------
(1) I,____________________________________ (Name of certifier), am
the officer or employee responsible for the preparation of this modification
proposal and hereby certify that, to the best of my knowledge and belief,, with
the exception of any information described in this certification, I have no
information concerning a violation or possible violation of subsection 27 (a),
(b) I (d) , or (f ) of the Office of Federal Procurement Policy Act, as amended*
(41 U.S.C. 423) , (hereinafter referred to as "the Act"), as implemented in the
FAR, occurring during the conduct of this procurement _________________________
_____ (Contract and modification number).
(2) As required by subsection 2 7 (e) (1) (B) of the Act, I further
certify that to the best of my knowledge and belief, each officer, employee,
agent,representative, and consultant of ______________________________________
___ (Name of Offeror) who has participated personally and substantially in the
preparation or submission of this proposal has certified that he or she is
familiar with, and will comply with, the requirements of subsection 27(a) of the
Act, as implemented in the FAR, and will report immediately to me any
information concerning a violation or possible violation of subsections 27 (a),
(b) , (d) , or (f) of the Act, as implemented in the FAR, pertaining to this
procurement.
136
<PAGE>
(3) Violations or possible violations: Continue on plain bond paper if
-------------------------------
necessary and label Certificate of Procurement Integrity--Modification
- ----------------------------------------------------------------------
Continuation Sheet), ENTER NONE IF NONE EXISTS)
- --------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Signature of the officer or employee responsible for the modification proposal
and date)
- -------------------------------------------------------------------------------
(Typed name of the officer or employee responsible for the modification
proposal)
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.
(End of certification)
(d) In making the certification in paragraph (2) of the certificate, the
officer or employee of the competing Contractor responsible for the offer or
bid, may rely upon a one-time certification from each individual required to
submit a certification to the competing Contractor, supplemented by periodic
training. These certifications shall be obtained at the earliest possible date
after an individual required to certify begins employment or association with
the contractor. If a contractor decides to rely on a certification executed
prior to the suspension of section 27 (i.e., prior to December 1, 1989), the
Contractor shall ensure that an individual who has so certified is notified that
section 27 has been reinstated. These certifications shall be maintained by the
Contractor for a period of 6 years from the date a certifying employee's
employment with the company ends or,, for an agency,, representative, or
consultant, 6 years from the date such individual ceases to act on behalf of the
contractor.
(e) The certification required by paragraph (c) of this clause is a material
representation of fact upon which reliance will be placed in executing this
modification.
*Subsections 27(a), (b), and (c) are effective on December 1, 1990. Subsection
27(f) is effective on June 1, 1991.
137
<PAGE>
FAR 52.212-9 VARIATION IN QUANTITY (APR 1984)
(a) A variation in the quantity of any item called for by this contract will
not be accepted unless the variation has been caused by conditions of loading,
shipping, or packing, or allowances in manufacturing processes, and then only to
the extent, if any, specified in paragraph (b) below.
(b) The permissible variation shall be limited to:
Zero percent increase
----
Zero percent decrease
----
This increase or decrease shall apply to Zero
----
FAR 52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (FI) (APR 1984) (DEVIATION
89-915 - 29 JUN 1989)
(a) General. The supplies or services identified in Sections B and C are
-------
subject to price revision in accordance with the provisions of this clause;
provided, that in no event shall the total final price of such items exceed the
- --------
total ceiling price as set forth in Section B of the contract. Any supplies or
services which are to be ordered separately under, or otherwise added to, this
contract, and which are to be subject to price revision in accordance with the
provisions of this clause, shall be identified as such in a modification to this
contract.
(b) Definition of Cost. For the purposes of this contract, "cost" or "costs"
------------------
means allowable cost in accordance with Part 31 of the Federal Acquisition
Regulation (FAR) and Part 231 of the Department of Defense FAR Supplement
(DFARS) as in effect on the date of this contract.
(c) Submission of Data. 'Within thirty (30) days after the end of the month in
------------------
which the Contractor has delivered the last unit of supplies and completed the
services called for by those items referred to in paragraph (a) above, the
Contractor shall submit, on Standard Form (SF) 1411 or other form as the
Contracting Officer may require, (i) a detailed statement of all costs incurred
up to the end of that month in performing all work under such items, (ii) an
estimate of costs of such further performance, if any, as may be necessary to
complete performance of all work with respect to such items, and (iii) a list
identifying to the extent practicable residual inventory and the estimated value
thereof. The detailed statement of all costs incurred shall be decreased by the
net increase in compensation adjustments established in accordance with the
"COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)" clause or shall be increased
by the
138
<PAGE>
net decrease in such compensation adjustments, as the case may be.
(d) Price Revision. Upon submission of the data required by paragraph (c)
--------------
above, the Contractor and the Contracting officer shall promptly establish the
total final price in accordance with the following:
(1) on the basis of the information required by paraqraph (c) above,
together with any other pertinent information, there shall be established by
negotiation the total final cost incurred or to be incurred for the supplies
delivered (or services performed) and accepted by the Government, which are
subject to price revision under this clause. The total final negotiated cost
so established shall include costs incurred or to be incurred for all supplies
delivered (or services performed) and accepted by the Government which are
subject to price revision, notwithstanding any provisions contained in the
specifications or other documents incorporated in this contract by reference
or in the Schedule or Contract Clauses hereof designating services to be
performed or materials to be furnished by the Contractor at his expense, or
without cost to the Government, or with costs to be borne by the Contractor;
provided, however, that after the total final price has been established in
- -------- -------
accordance with this clause, such services shall be performed and such
materials shall be furnished at no increase in said total final price. The
amounts determined in accordance with the following contract provisions shall
not be considered costs incurred or to be incurred for the purpose of
negotiating the total final cost or establishing the total final price in
accordance with this clause.
(i) The "COMPENSATION ADJUSTMENTS (LABOR AND MATERIAL)" clause.
(ii) Any other provision of this contract which provides for an amount to
be reimbursed or paid to the Contractor by the Government or to be refunded or
paid by the Contractor to,the Government, other than through an adjustment of
the contract price, including the following:
(A) Paragraphs (b), (c), and (e) of the clause of this contract entitled
"INSURANCE-PROPERTY LOSS OR DAMAGE-LIABILITY TO THIRD PERSONS".
(B) The clause of this contract entitled "ADDITIONAL INSURANCE
PROVISIONS".
(C) The clause of this contract entitled "Indemnification under Public
Law 85-804 (FAR 52.250-1)" [If authorized for and incorporated into this
contract).
(2) The total final price shall be established by adjusting the
139
<PAGE>
total final negotiated cost by an amount for profit or loss determined as
follows:
WHEN THE TOTAL FINAL THE AMOUNT FOR PROFIT
NEGOTIATED COST IS: OR LOSS IS:
Equal to the total target cost------Total target profit.
Greater than the total target cost--Total target profit lest fifty (50) percent
----------
of the amount by which the total final negotiated cost exceeds the total target
cost.
Less than the total target cost-----Total target profit plus fifty (50)
---------
percent of the amount by which the total final negotiated cost is less than
the total target cost.
(3) The total final price of the items referred to in paragraph
(a) above shall be evidenced by a modification to this contract signed by the
Contractor and the Contracting Officer. such price shall not be subject to
revision notwithstanding any changes in the cost of performing the contract,
with the following exceptions:
(i) insofar as the parties may agree in writing, prior to the
determination of the total final price, (A) to exclude any specific elements
of cost from the total final price and (B) to a procedure to provide
subsequent disposition of such elements; and
(ii) to the extent any adjustment or credit is explicitly permitted or
required by this or any other clause of this contract.
(e) Subcontracts. No subcontract placed under this contract shall provide for
------------
payment on a cost-plus-a-percentage-of-cost basis.
(f) Disagreements. If the Contractor and the Contracting officer fail to agree
-------------
upon the total final price within sixty (60) days after the date on which the
data required by (c) above are to be submitted, or within such further time as
may be specified by the Contracting Officer, such failure to agree shall be
deemed to be a dispute within the meaning of the "DISPUTES" clause of this
contract and the Contracting Officer shall promptly issue a decision thereunder.
(g) Termination. If this contract is terminated prior to establishment of
-----------
the total final price, prices of supplies or services subject to price revision
under this clause shall be established pursuant to this clause for (i) completed
supplies accepted by the Government and services performed and accepted by the
Government, and (ii) in the event of a partial termination, supplies and
services which are not terminated. The termination shall be otherwise
accomplished pursuant to other applicable clauses of this contract.
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(h) Equitable Adjustment Under Other-Clauses. If an equitable adjustment in
----------------------------------------
the contract price is made under any other clause of this contract before the
total final price is established, the adjustment shall be made in the total
target cost and may be made in the ceiling price, the total target profit or
both. If such an adjustment is made after the total final price is established,
adjustment shall be made only in the total final price.
(i) Exclusion From Target Price and Total Final Price. Whenever any clause of
-------------------------------------------------
this contract provides that the contract price does not or will not include an
amount for a specific purpose, such provision shall mean that neither any target
price nor the total final price includes or will include any amount for such
purpose.
(j) Separate Reimbursement. The cost of performance of an obligation that any
----------------------
clause of this contract expressly provides is at Government expense shall not be
included in any target price or in the total final price, but shall be
reimbursed separately.
(k) Taxes. As used in the "FEDERAL, STATE, AND LOCAL TAXES" clause of this
-----
contract or any other clause of this contract that provides for certain taxes or
duties to be included in, or excluded from, the contract price, the term
"contract price" includes the total target price, or if it has been established,
the total final price. When a provision in such clause requires that the
contract price be increased or decreased as a result of changes in the
obligation of the Contractor to pay or bear the burden of certain taxes or
duties, such increase or decrease shall be made in the total target price and,
in the same amount, the ceiling price or, if it has been established, in the
total final price, so as not to affect the Contractor's profit or loss on this
contract.
FAR 52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (FT) (DEC
1989) (DEVIATION 89-915 - 29 JUN 1989)
(a) Government-Furnished Property. The Government shall deliver to the
-----------------------------
Contractor, for use in connection with and under the terms of this contract, the
property described as Government-furnished property in Attachment J-3, together
with such related data and information as the Contractor may request and as may
reasonably be required for the intended use of such property (hereinafter
referred to as "Government-furnished property"). The delivery or performance
dates for the supplies or services to be furnished by the Contractor under this
contract are based upon the expectation that Government-furnished property
suitable for use (except for such property furnished "as is") will be delivered
to the Contractor at the times stated in the Schedule or, if not so stated, in
sufficient time to enable the Contractor to meet such delivery or performance
dates. In the event that Government-furnished property is not
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delivered to the Contractor by such time or times, the Contracting Officer
shall, upon timely written request made by the Contractor, make a determination
of the delay, if any, occasioned the Contractor thereby, and shall equitably
adjust the delivery or performance dates or the contract price,, or both,, and
any other contractual requirement affected by any such delay, in accordance with
the procedures provided for in the clause of this contract entitled "CHANGES,!.
Except for Government-furnished property furnished "as is," in the event the
Government-furnished property in received by the contractor in a condition not
suitable for the intended use the Contractor shall, upon receipt thereof, notify
the Contracting Officer of such fact and, as directed by the Contracting
Officer,, either (i) return such property at the Government expense or
otherwise dispose of the property, or (ii) effect repairs or modifications.
Upon the completion of (i) or (ii) above, the Contracting Officer upon written
request of the Contractor shall equitably adjust the delivery or performance
dates or the contract price, or both, and any other contractual requirement
affected by the rejection or disposition, or the repair or modification, in
accordance with the procedures provided for in the clause of this contract
entitled "CHANGES". The foregoing provisions for adjustment are exclusive and
the Government shall not be liable to suit for breach of contract by reason of
any delay in delivery of Government-furnished property or delivery of such
property in a condition not suitable for its intended use.
(b) Chances in Government-Furnished Property.
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(1) By notice in writing, the Contracting Officer may (i) decrease the
property provided or to be provided by the Government under this contract, or
(ii) substitute other Government owned property for property to be provided by
the Government, or to be acquired by the Contractor for the Government, under
this contract. The Contractor shall promptly take such action as the
Contracting Officer may direct with respect to the removal and shipping of
property covered by such notice.
(2) In the event of any decrease in or substitution of property pursuant
to subparagraph (1) above, or any withdrawal of authority to use property
provided under any other contract or lease, which property the Government had
agreed in the Schedule to make available for the performance of this contract,
the Contracting Officer, upon the written request of the Contractor (or, if
the substitution of property causes a decrease in the cost of performance, on
his own initiative), shall equitably adjust such contractual requirements as
may be affected by the decrease, substitution, or withdrawal, in accordance
with the procedures provided for in the "CHANGES" clause of this contract.
(c) Title. Title to all property furnished by the Government shall remain in
-----
the Government. In order to define the obligations of the
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parties under this clause, title to each item of facilities, special test
equipment, and special tooling (other than that subject to a "Special Tooling"
clause) acquired by the Contractor for the Government pursuant to this contract
shall pass to and vest in the Government when its use in the performance of this
contract commences, or upon payment therefor by the Government, whichever is
earlier whether or not title previously vested. All Government-furnished
property,, together with all property acquired by the Contractor title to which
vests in the Government under.this paragraph, is subject to the requirements of
this clause and is hereinafter collectively referred to as "Government
property." Title to Government property shall not be affected by the
incorporation or attachment thereof to any property not owned by the Government,
nor shall such Government property, or any part thereof, be or become a fixture
or lose its identity as personalty by reason of affixation to any realty.
(d) Property Administration. The Contractor shall comply with the provisions
-----------------------
of Part 45 Defense Federal Acquisition Regulations (DFAR), as in effect on the
date of the contract, which is hereby incorporated by reference and made a part
of this contract. Material to be furnished by the Government shall be ordered
or returned by the Contractor, when required, in accordance with the "Manual for
Military Standard Requisitioning and Issue Procedure (MILSTRIP) for Defense
Contractors" (Appendix H, DFAR) as in effect on the date of this contract, which
Manual is hereby incorporated by reference and made part of this contract.
(e) Use of Government Property. The Government property shall, unless otherwise
--------------------------
provided herein or approved by the Contracting Officer, be used only for the
performance of this contract.
(f) Utilization, Maintenance and Repair of Government Property. The Contractor
----------------------------------------------------------
shall maintain and administer, in accordance with sound industrial practice, and
in accordance with applicable provisions of Appendix B, a program for the
utilization, maintenance, repair, protection, and preservation of Government
property until disposed of by the Contractor in accordance with this clause. In
the event that any damage occurs to Government property the risk of which has
been assumed by the Government under this contract, the Government shall replace
such items or the Contractor shall make such repair of the property as the
Government directs; provided, however, that if the Contractor cannot effect such
repair within the same time required, the Contractor shall dispose of such
property in the manner directed by the Contracting Officer. The contract price
includes no compensation to the Contractor for the performance of any repair or
replacement for which the Government is responsible, and an equitable adjustment
will be made in any contractual requirements affected by such repair or
replacement of Government property made at the direction of the Government, in
accordance with the
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procedures provided for in the "CHANGES" clause of this contract. Any repair or
replacement for which the Contractor is responsible under the provisions of this
contract shall be accomplished by the Contractor at his own experience.
(g) Risk of Loss. Unless otherwise provided in this contract, the Contractor
------------
assumes the risk of, and shall be responsible for, any loss or damage to
Government property provided under this contract upon its delivery to him or
upon passage of title thereto to the Government as provided in paragraph (c)
hereof,, except for reasonable wear and tear and except to the extent that such
property is consumed in the performance of this contract.
(h) Access. The Government, and any persons designated by it, shall at all
------
reasonable times have access to the premises wherein any Government property is
located, for the purpose of inspecting the Government property.
(i) Final Accounting and Disposition of Government Property. Upon the
--------------------------------------------------------
completion of this contract,, or at such earlier dates as may be fixed by the
Contracting Officer, the Contractor shall submit, in a form acceptable to the
Contracting Officer, inventory schedules covering all items of Government
property not consumed in the performance of this contract (including any
resulting scrap) or not theretofore delivered to the Government, and shall
prepare for shipment, deliver f.o.b. origin, or dispose of the Government
property, as may be directed or authorized by the Contracting Officer. The net
proceeds of any such disposal shall be credited to the contract price or shall
be paid in such other manner as the Contracting Officer may direct.
(j) Restoration of Contractor's Premises and Abandonment. Unless otherwise
----------------------------------------------------
provided herein, the Government:
(i) may abandon any Government property in place, and thereupon all
obligations of the Government regarding such abandoned property shall cease;
(ii) has no obligation to the Contractor with regard to restoration or
rehabilitation of the Contractor's premises, neither in case of abandonment
(paragraph (j) (i) above), disposition on completion of need or of the contract
(paragraph (i) above) , nor otherwise, except for restoration or rehabilitation
costs which are properly included in an equitable adjustment under paragraph (b)
above.
(k) Communications. All communications issued pursuant to this clause shall be
--------------
in writing or in accordance with the "Manual for Military Standard
Requisitioning and Issue Procedure (MILSTRIP) for Defense Contractors" (Appendix
H, DFAR).
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FAR 52.246-2 INSPECTION OF SUPPLIES--FIXED PRICE (FT) (JUL 1985)- ALTERNATE I
(JUL 1985) (DEVIATION 89-915 - 29 JUN 1989) (applicable to CLINS 0003, 0007,
0008, 0009 and 0010)
(a) All "supplies" (which term when used throughout this clause includes
without limitation raw materials, components, intermediate assemblies, and end
products) shall be subject to inspection and test by the Government, to the
extent practicable at all times and places including the period of manufacture
or construction, and in any event prior to final acceptance of the vessel(s).
(b) Supplies rejected prior to Preliminary Acceptance as not conforming to
this contract, and any Contractor responsible defects discovered during the
guaranty period shall, at the election of the Department be replaced or
corrected either by the Department or by the Contractor. The Department will,
whenever practicable, afford the Contractor an opportunity to examine the
defective supplies before they are replaced or corrected. Supplies or lots of
supplies which have been rejected or required to be corrected shall be removed,
if permitted or required by the Contracting officer, or corrected in place by
and at the expense of the Contractor promptly after notice, and shall not
thereafter be tendered for acceptance unless the former rejection or requirement
of correction is disclosed. Prior to the establishment of the total final
price, the cost of replacement or correction shall be considered as a cost
incurred, or to be incurred, for the purpose of negotiating the total final
negotiated cost under the "INCENTIVE PRICE REVISION--FIRM TARGET (FI) (JUL 1985)
- - ALTERNATE I (JUL 1985) (DEVIATION 89-915 29 JUN 1989)" (FAR 52.216-16), if
applicable, clause of this contract. After the establishment of the total final
price, all replacements or corrections made by the Contractor shall be
accomplished at no increase in the total final price. If the Contractor fails
either promptly to remove such supplies or lots of supplies which are required
to be removed, or promptly to replace or correct such supplies or lots of
supplies, the Government either
(i) may by contract or otherwise replace or correct such supplies, and
equitably reduce any target price, or, if it is established, the total
final price of this contract; or
(ii) may terminate this contract for default as provided in the clause
of this contract entitled "DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)" (FAR
52.249-8). Unless the Contractor corrects or replaces such supplies
within the required delivery schedule, the Contracting Officer may
require the delivery of such supplies, and equitably reduce any target
price or, if it is established, the total final price of this contract.
Failure to agree to such equitable reduction shall be a dispute within
the meaning of the clause of this contract entitled "DISPUTES" (FAR
52.233-1).
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(c) The cost of any replacement or correction for which the Contractor is
responsible shall be borne by the Contractor, except that the liability of the
Contractor for the correction of defects discovered during the guaranty period
(other than defects resulting from fraud or such gross mistakes as amount to
fraud) shall be limited as set forth in the requirement entitled "LIMITATION OF
CONTRACTOR'S LIABILITY FOR CORRECTION OF DEFECTS". An increase in the contract
price on account of any replacement or correction for which the Contractor is
not responsible shall be determined pursuant to the requirement of this contract
entitled "CHANGES".
(d) If any inspection or test is made by the Government on the premises of the
contractor or a subcontractor, the Contractor, without additional charge,, shall
provide all reasonable facilities and assistance for the safety and convenience
of the Government inspectors in the performance of their duties. If Government
inspection or test is made at a point other than the premises of the Contractor
or a subcontractor, it shall be at the expense of the Government except as
otherwise provided in the contract; provided, that in case of rejection the
--------
Government shall not be liable for any reduction in value of samples used in
connection with such inspection or test. All inspections and tests by the
Government shall be performed in such a manner as not to unduly delay the work.
The Government reserves the right to charge to the Contractor any additional
cost of Government inspection and test when supplies are not ready at the time
such inspection and test is required by the Contractor or when reinspection or
retest is necessitated by prior rejection. Failure to inspect and accept or
reject supplies shall neither relieve the Contractor from responsibility for
such supplies as are not in accordance with the contract requirements nor impose
liability on the Government therefor.
(e) The inspection and test by the Government of any supplies or lots thereof
does not relieve the contractor from any responsibility regarding defects or
other failures to meet the contract requirements which may be discovered prior
to final acceptance. Final acceptance shall be conclusive except for latent
defects, fraud or gross mistakes amounting to fraud.
(f) The Contractor shall provide and maintain an inspection system acceptable
to the Government prior to start of construction and which shall be in effect at
the start of each phase of the construction of each vessel. Records of all
inspection work by the contractor shall be kept complete and available to the
Government during the performance of this contract and for such longer period as
may be specified elsewhere in this contract.
(g) The Commander, Naval Sea Systems Command shall determine the responsibility
of the Contractor under this clause.
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FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (FT) (APR 1984) (DEVIATION
89-915 - 29 June 1989)
Modify the clause as follows:
(a) Wherever the word 'supplies' is used, it shall include 'vessels'.
(b) At the end of paragraph (b), add the following:
'In addition to its other remedies, the Government may, with respect to
work terminated as permitted in this clause, proceed with the completion of
the vessels and supplies at such plant or plants, including that of the
Contractor, as may be designated by the Contracting Officer. If the
vessels are to be completed at the Contractor's plant, the Government may
use all tools, machinery, facilities and equipment of the Contractor
determined by the Contracting Officer to be necessary for that purpose. If
the cost to the Government of the vessels and supplies therefor so procured
or completed (after adjusting such cost to exclude the effect of changes in
the plans and specifications made subsequent to the date of termination)
exceeds the price fixed for such vessels and supplies under this contract
(after adjusting such price on account of changes in the plans and
specifications made prior to the date of termination) the Contractor, or
its surety, if any, shall be liable for such excess.'
(c) In the first sentence of paragraph (c), after the word 'costs',
insert the phrase 'or other damages'.
(d) In the first sentence of paragraph (d), after the word 'title', insert the
phrase '(insofar as not previously transferred)'."
FAR SUPP 2S5.215-7004 RECOUPMENT OF NONRECURRING COSTS (Aug 1992)
(a) Definitions.
-----------
As used in this clause--
(1) Major defense equipment means any item of significant military
-----------------------
equipment on the United States Munitions List that has a nonrecurring
research, development, test, and evaluation cost of more than $50 million or a
total production cost of more than $200 million, as determined in accordance
with DoD Directive 2140.2. Recoupment of Nonrecurring Costs (NC) on Sales or
Licensing of U.S. Items.
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(2) Nonrecurring costs means "nonrecurring production costs" and
------------------
"nonrecurring research, development, test, and evaluation costs" as
defined in DoD Directive 2140.2 and generally includes costs funded by a
Department of Defense (DoD) RDT&B appropriation or onetime production costs,
funded by a DoD procurement or other appropriation, such as preproduction
engineering, rate and special tooling, special test equipment, production
engineering, product improvement, destructive testing, and pilot model
production, testing, and evaluation.
(b) The Contractor agrees to pay to the Government nonrecurring cost
recoupment charges, determined in accordance with DoD Directive 2140.2
Recoupment of Nonrecurring Costs (NC) on Sales or Licensing of U.S. Items, in
effect on the date this contract is executed by the Contracting Officer, when
the Contractor or its subcontractor--
(1) Sells to a non-U.S. Government purchaser for military use major
defense equipment of the type developed or produced under this contract; or
(2) Licenses others to produce for military purposes major defense
equipment of the type developed or produced under this contract.
No such payment will be required if payment is waived in accordance with
DoD Directive 2140.2.
(c) The Contractor shall--
(1) Before entering into any sale, coproduction agreement, license to
produce, technical assistance agreement, or other transfer or rental agreement
for major defense equipment of the type developed or produced under this
contract, contact the appropriate Department of Defense (DoD) focal point listed
in section 215.7003 of the Defense Federal Acquisition Regulation Supplement to
determine the recoupment charge applies to such equipment.
(2) Within 30 days after entering into any sale or agreement of the
type in paragraph (c) (1) of this clause, provide a notification to the
appropriate DoD focal point to include--
(i) Brief description of the major defense equipment;
(ii) Name and address of the purchaser,
(iii) Whether the equipment or technology is to be used for a non-
military purpose;
(iv) Quantity;
(v) Delivery schedule;
(vi) Identification of the U.S. Government export license, if
applicable; and
(vii) Recoupment charges identified by the DoD focal point.
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(3) Within 30 days after delivery to or acceptance of the equipment by the
purchaser, whichever comes first, pay the recoupment charges to the office
specified by the DoD focal point.
(4) Within 60 calendar days after the end of each calendar year in which
payment of a recoupment charge was due, submit the following certification to
the DoD focal point:
Recoupment of Nonrecurring Costs Certification
I hereby certify that, to the best of my knowledge and belief, all
notifications required by the Recoupment of Nonrecurring Costs clause of
contract ___________________ have been provided and are accurate, complete, and
current as of the end of calendar year __________
Contractor
------------------------
Signature
------------------------
Title
---------------------------
Date
---------------------------
(d) In the event of a sale of equipment subject to a recoupment charge, the
Contractor agrees to relieve the Government of any and all loss or liability
that might result from the use of Government data, tooling, test equipment, or
facilities.
(e) The Contractor shall include this clause, including this paragraph (e),
in all subcontracts of $10 million or more.
NAPS 5252.243-9001 REQUIREMENTS FOR ADEQUATE SUPPORTING DATA AND
CERTIFICATION OF ANY CLAIM, REQUEST FOR EQUITABLE ADJUSTMENT, OR DEMAND FOR
PAYMENT (NOV 1991)
(a) This contract is subject to 10 U.S.C. 2405; therefore, no price adjustment
will be made under this contract for an amount set forth in a claim, request for
equitable adjustment, or demand for payment (or incurred due to the preparation,
submission, or adjudication of any such claim, request, or demand) arising out
of events occurring more than 18 months before the submission of the claim,
request, or demand.
(b) A claim, request for equitable adjustment, or demand for payment is
considered to be submitted on the date the contractor's submission is received
by the contracting officer accompanied by adequate supporting data for the
claim, request or demand, and the certification required by Section 6(c) (1) of
the Contract Disputes Act, if the claim, request or demand is over $50,000.
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(c) Adequate supporting data includes data which is adequate to apprise the
contracting officer of the underlying facts and the theory upon which the
contractor relies in support of its entitlement to a price adjustment. Adequate
supporting data is that data which fulfills these purposes in accordance with
the requirements of the Contract Disputes Act. A submission containing the
following information will be deemed to have been submitted with adequate
supporting data:
(1) A narrative statement of the nature of the event(s), the time when the
event(s) occurred (including the factual basis supporting the contractor's
designation of the time the event(s) occurred), and the causal relationship
between the event(s) and the impact on the cost of performance of the contract,
including a description of how the event(s) affected scheduled performance;
(2) A description of the relevant effort the contractor was required
to perform in the absence of the event(s);
(3) A description of the relevant effort the contractor was actually
required or will be required to perform;
(4) A description of components, equipment, and other property involved;
(5) A cost breakdown of the additional effort by element in accordance
with the contractor's normal procedures for pricing of changes;
(6) A description of all property which will no longer be needed by the
contractor;
(7) A description of any delay caused by the event(s);
(8) A description of any disruption caused by the event(s).
(d) Certification of the claim, request for equitable adjustment, or demand for
payment is required if the requested price adjustment is over $50,000. The
certification requirements are those set forth in the CDA and implementing
regulations.
(e) For the purpose of this clause, the following terms have the meanings set
forth below.
(1) "Claim" means a written demand or written assertion by the contractor
seeking, as a matter of right, a price adjustment under the contract. The
theory upon which the contractor seeks the price adjustment does not determine
whether a particular matter is a claim. The term includes a submission
asserting any theory supporting a price adjustment, including but not limited to
constructive change,
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breach of contract or mistake, which, if valid, would result in contractor
entitlement to a price adjustment. A voucher, invoice or other routine request
for payment that is not in dispute when submitted is not a claim. A claim does
not include a request for equitable adjustment or demand for payment, as
defined below.
(2) "Demand for payment" means a written demand for payment, the granting of
which results in a price adjustment under the contract. A demand for payment
does not include a routine request for payment in accordance with the payment
terms of the contract.
(3) "Events" means the Government action(s), Government inaction(s),
Government conduct, or occurrence(s) which give rise to the contractor's claim,
request for equitable adjustment, or demand for payment. The term events does
not require the incurrence of costs and/or performance of additional work
resulting from the action(s), inaction(s), conduct or occurrence(s) except
where a contractor's commencement of the correction of defective GFI/GFP
constitutes the final occurrence. For the purpose of this subpart, the date of
the final Government action, Government inaction, Government conduct or
occurrence is the date on which the 18 month period commences.
(4) "Know or should have known" includes the totality of the combined actual
and constructive knowledge of all agents or employees (including a
subcontractor, its agents and employees, where and to the extent a subcontractor
is involved).
(5) "Price adjustment" means an increase in the fixed price, target price,
ceiling price, or final price of a fixed price type contract, or an increase in
the fee structure of a cost reimbursement type contract, or monetary damages or
other payment resulting from a contractor claim, request for equitable
adjustment, or demand for payment. An adjustment to the sharing ratio or to any
other pricing formula, procedure or provision, which has the effect of
increasing the fixed price, target price, ceiling price, final price, or fee of
the contract, is a price adjustment. A schedule adjustment, whether requested
as part of a submission seeking a price adjustment or as the sole relief, or an
adjustment for any matter which, pursuant to the terms of the contract is
separate from or not included in the fixed price contract or the fee structure
of a cost reimbursement contract, is not a price adjustment. The bilateral
definitization of a maximum-price modification within the maximum price is not a
price adjustment. A routine invoice or other request for payment or
reimbursement in accordance with the terms of the contract, even if in dispute,
which, if paid, would not result in an increase in the price of the contract is
not a price adjustment. For the purpose of this subpart, relief granted
pursuant to a request for extraordinary contractual relief under Public Law 85-
804 does not constitute a price adjustment.
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(6) "Request for equitable adjustment" means a written request for a price
adjustment under the contract.
FAR SUPP 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA (DEC 1991)
(a) Definitions. As used in this clause--
(1) "Components" means articles,, materials, and supplied incorporated
directly into end products at any level of manufacture, fabrication or assembly
by the Contractor or any subcontractor.
(2) "Department of Defense" (DoD) means the Army, Navy, Air Force, Marine
Corps, and defense agencies.
(3) "Foreign flag vessel" means any vessel that is not a U.S. flag
vessel.
(4) "Ocean transportation" means any transportation aboard a ship,
vessel, boat, barge, or ferry through international waters.
(5) "Subcontractor" means a supplier, materialman, distributor, at any
level below the prime contractor whose contractual obligation to perform
results from, or is conditioned upon, award of the contract and who is
performing any part of the work or other requirement of the prime contract.
(6) "Supplies" means all property, except land and interests in land,
that is clearly identifiable for eventual use by or owned by the DoD at the
time of transportation by sea.
(i) An item is clearly identifiable for eventual use by the DoD if,
for example, the contract documentation contains a reference to a DoD contract
number or a military destination.
(ii) "Supplies" includes (but is not limited to) public works,
buildings and facilities; ships; floating equipment and vessels of every
character, type, and description, with parts, subassemblies, accessories, and
equipment; machine tools, material; equipment; stores of all kinds; end items;
construction materials; and the components of the foregoing.
(7) "U.S. flag vessel" means a vessel of the United States or belonging
to the United States, including any vessel registered or having national status
under the laws of the United States.
(b) The contractor shall employ U.S. flag vessels in the transportation by sea
of any supplies to be furnished in the performance of this contract. The
Contractor and its subcontractors may request that the Contracting Officer
authorize shipment in foreign-flag vessels, or designate available U.S. flag
vessels, if
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the Contractor or a subcontractor believes that--
(1) U.S. flag vessels are not available for timely shipment;
(2) The freight charges are excessive or unreasonable; or
(3) Freight charges are higher than charges to private persons
for transportation of like goods.
(c) The Contractor must submit any request for use of other than U.S. flag
vessels in writing to the Contracting Officer at least 45 days prior to the
sailing date necessary to meet its delivery schedule. The Contracting Officer
will process requests submitted after such date(s) as expeditiously as possible,
but the Contracting Officer's failure to grant approvals to meet the shipper's
sailing date will not of itself constitute a compensable delay under this or any
other clause of this contract. Requests shall contain a minimum--
(1) Type, weight, and cube of cargo;
(2) Required shipping date;
(3) Special handling and discharge requirements;
(4) Loading and discharge points;
(5) Name of shipper and consignee;
(6) Prime contract number; and
(7) A documented description of efforts made to secure U.S.
flag vessels, including points of contact (with names and telephone numbers)
with at least two (2) U.S. flag carriers contacted. Copies of telephone notes,
telegraphic and facsimile messages or letters will be sufficient for this
purpose.
(d) The Contractor shall, within thirty (30) days after shipment covered by
this clause, provide the Contracting Officer and the Division of National Cargo,
Office of Market Development, Maritime Administration, U.S. Department of
Transportation, Washington, DC 20590, one copy of the rated on board vessel
operating carrier's ocean bill of lading, which shall contain the following
information--
(1) Prime contract number;
(2) Name of vessel;
(3) Vessel flag of registry;
(4) Date of loading;
153
<PAGE>
(5) Port of loading;
(6) Port of final discharge;
(7) Description of commodity;
(8) Gross weight in pounds and cubic feet if available;
(9) Total ocean freight in U.S. dollars; and
(10) Name of the steamship company.
(e) The Contractor agrees to provide with its final invoice under this
contract a representation that to the best of its knowledge and belief--
(1) No ocean transportation was used in the performance of this contract;
(2) Ocean transportation was used and only U.S. flag vessels were used for
all ocean shipments under this contract;
(3) Ocean transportation was used, and the Contractor had the written
consent of the Contracting Officer for all non-U.S. flag ocean transportation;
or
(4) Ocean transportation was used and some or all of the shipments were
made on non-U.S. flag vessels without the written consent of the contracting
Officer. The Contractor shall describe these shipments in the following form:
ITEM CONTRACT
DESCRIPTION LINE ITEMS QUANTITY
Total
(f) If the final invoice does not include the required representation, the
Government will reject and return it to the Contractor as an improper invoice
for the purposes of the Prompt Payment clause of this contract. In the event
there has been unauthorized use of non-U.S. flag vessels in the performance of
this contract, the Contracting Officer is entitled to equitably adjust the
contract, based on the unauthorized use.
(g) The Contractor shall include this clause, including this paragraph (g),
in all subcontracts under this contract, which exceed the small purchase
limitation of section 13.000 of the Federal Acquisition Regulation.
154
<PAGE>
FAR SUPP 252.247-7024 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (DEC
1991)
(a) The Contractor has indicated by the response to the solicitation
provision, Representation of Extent or Transportation by Sea, that it did not
anticipate transporting by sea any supplies. If, however, after the award of
this contract, the Contractor learns that supplies, as defined in the
Transportation of Supplies by Sea clause of this contract, will be transported
by sea, the Contractor--
(1) Shall notify the Contracting Officer of that fact; and
(2) Hereby agrees to comply with all the terms and conditions of the
Transportation of Supplies by Sea clause of this contract.
(b) The Contractor shall include this clause, including this paragraph (b),
revised as necessary to reflect the relationship of the contracting parties, in
all subcontracts hereunder.
155
<PAGE>
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
This attachments forming part of this contract:
Attachment Number Identification
- ----------------- --------------
<TABLE>
<CAPTION>
<S> <C>
J-1 One copy of NAVSEA Specifications for building
Landing Ship Dock LSD 41 (Cargo Variant) LSD 52
dated 15 January 1993 with Modification No. 1
dated 15 January 1993, contract and contract
guidance drawings, and project peculiar
documents.
J-2 One copy of Contract Data Requirement List for
LSD 41 (Cargo Variant) LSD 52 DD Form 1423,
Exhibits A, B, and C dated 15 January 1993
J-3 One copy of Schedule "A", List of Government
Furnished Material, for LSD 41 (Cargo Variant)
LSD 52 dated 8 January 1993
J-4 One copy of Schedule "B", List of Technical
Services for LSD 41 (Cargo Variant) LSD 52
dated 8 January 1993
J-5 One copy of Schedule "C", List of Government
Furnished Information for LSD 41 (Cargo
Variant) LSD 52 dated 8 January 1993
J-6 One copy of LSD 41 (Cargo Variant) Technical
Manual Contract Requirements
J-7 One copy of LSD 52 Real-Time Outfitting
Management Information System (ROMIS)
Requirements Statement (RRS)
J-8 One copy of LSD 41 (Cargo Variant) Test
Documentation Booklet with replacement pages
dated 4 January 1988
J-9 One copy of LSD 41 (Cargo Variant) LSD 52
Weapons Equipment List
J-10 List of Government Facilities, Special
Tooling,and Special Purpose Test Equipment to
be used on a No-Charge Basis
</TABLE>
156
<PAGE>
<TABLE>
Attachment Number Identification
- ----------------- --------------
<S> <C>
J-11 Standardization Program Plan for LSD 41 (Cargo
Variant) LSD 52
J-12 Provisioning Requirements Technical
Specifications, NAVSEA T6490-AG-GTP-010
J-13 DD Form 254, Contract Security Specification
J-14-A Financial Accounting Data Sheet
J-14-B Financial Accounting Data Sheet - Compensation
Adjustments
J-15 Small Business and Disadvantaged Business
Subcontracting Plan
J-16 Weighting Factors
</TABLE>
157
<PAGE>
FINANCIAL ACCCOUNTING DATA SHEET
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
1. DOCUMENT NUMBER(PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE 4. PROCUREMENT REQUEST NO. 5. PAYING OFC.
N0002494C2200 BASIC YR. MO. DA. N0002493NR93409
93 09 01
- ------------------------------------------------------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
- ------------------------------------------------------------------------------------------------------------------------
ACTCODE REFERENCE
DOCUMENT REF. CLIN SLIN QTY UNIT
NUMBER ACRN
- ------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
A N0002493AF08371 0001 1
N0002492AF08370 0001 1
0003
0005
0007
0008
0009
0010
C N0002493AF08371
</TABLE>
<TABLE>
<CAPTION>
15. Accounting Data
- ----------------------------------------------------------------------------
A. B. C. D. E. BCN F. G. H.
OBJ --- SA AAA TT
APPROPRI- SUB- CLASS PARM RM
ACRN ATION HEAD -------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- -----------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
AA 1731611 8371 000 WA WCB 0 068342 2D
AB 1721611 8370 000 WA WCB 0 068342 2D
AA 1731611 8371 000 WA WCB 0 068342 2D
</TABLE>
BASIC CONSTRUCTION (TARGET COST & PROFIT)
FIRM FIXED PRICE ITEMS
<TABLE>
<CAPTION>
FINANCIAL ACCOUNTING DATA SHEET
- ------------------------------------------------------------------------------------------------------------------------
6. TYPE OF Mod. 7. TAC
- ------------------------------------------------------------------------------------------------------------------------
ACCOUNTING DATA 16.
- ------------------------------------------------------------------------------------------- AMOUNT
I. J. COST CODE
PAA PROJ. UNIT MCC PDLI&S
-----------------------------------------------------------
OTHER THAN NAVY ACCOUNTING DATA
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
000000 21959 211 0000 $222,597,592.00
000000 21959 211 0000 $ 25,000,000.00
$ 471,460.00
$ 633,863.00
$ 8,500,000.00
$ 250,000.00
$ 25,000.00
$ 35,039.00
--------------
000000 21959 211 0000 $ 9,915,362.00
TOTAL -------------------------------> $257,512,954.00
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
R. BOYD, PMS37732, 602-4686
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SIGNATURE
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED (Signature of Mr. T.K. Parker DATE
(Signature of Robert 10/09/93 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE Appears Here) 10/07/93
Boyd Appears Here)
- ------------------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE 4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD.
N0002494C2200 BASIC YR. MO. DA. N0002493NR93409
93 09 01
- ---------------------------------------------------------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14. 15. ACCOUNTING DATA
ACTCODE REFERENCE ----------------------------------------------------------------------
DOCUMENT REF CLIN SLIN QTY UNIT A. B. C. D. E. BCN F. G. H. I.
NUMBER ACRN ACRN APPROPRI- SUB- OBJ ---------- SA AAA TT PAA
ATION HEAD CLASS PARM RM
-----------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A N0002493AF08371 0001 AC 1731611 8371 000 WA WCE 0 068342 2D 000000
ESCALATION
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
17. Financial Manager 18. Comptroller Clearance
R. Boyd, PMS37732, 602-4686
- ------------------------------------------------------------------------------------------------------------------------
SIGNATURE Date SIGNATURE
<S> <C> <C> <C>
(Signature of Robert Boyd Obligation of Funds is Authorized (Signature of Mr. T.K. Parker
Appears here) 10/09/93 in amounts shown in column 16 above Appears here)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------------------------------------------------------
7. TAC
- ------------------------------------------------------------------------------------------------------------------------
J. COST CODE 16.
------------------------------ AMOUNT
PROJ. UNIT MCC PDLI&S
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
21959 291 0000 $ 21,358,000.00
- ------------------------------------------------------------------------------------------------------------------------
TOTAL -------> $ 21,358,000.00
- ------------------------------------------------------------------------------------------------------------------------
Grand Total 278,870,954.00
- ------------------------------------------------------------------------------------------------------------------------
Date
10/07/93
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
EXHIBIT 21
Avondale Services Corporation
Avondale Transportation Company, Inc.
Avondale Shipyard of Texas, Inc.
Avondale Construction Management, Inc.
Avondale Gulfport Marine, Inc.
Avondale Industries of New York, Inc.
Avondale Enterprises, Inc.
Avondale Technical Services, Inc.
Crawford Technical Services, Inc.
Genco Industries, Inc.
M & D Steel Fabrication, Inc.
AAA Quality Construction, Inc.
Genco Industries of Lufkin, Inc.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-31984 of Avondale Industries, Inc. on Forms S-8 and S-3 of our report dated
March 22, 1994 appearing in this Annual Report on Form 10-K of Avondale
Industries, Inc. for the year ended December 31, 1993.
DELOITTE & TOUCHE
New Orleans, Louisiana
March 29, 1994
