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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA NORFOLK DIVISION IN ADMIRALTY BAE SYSTEMS NORFOLK SHIP ) REPAIR INC., ) ) Plaintiff, ) ) v. ) Case No. __________________________ ) THE UNITED STATES OF AMERICA, ) through the DEPARTMENT OF THE ) NAVY, and its activity, the Mid-Atlantic ) Regional Maintenance Center ) VERIFIED COMPLAINT ) Defendant. ) ____________________________________) For its Complaint against the United States of America, acting through the Department of the Navy, Mid-Atlantic Regional Maintenance Center (the “Defendant” or “Navy”), Plaintiff BAE Systems Norfolk Ship Repair Inc. (“BAE NSR”) states: NATURE OF THE ACTION 1. This is a civil action brought by BAE NSR under the Contracts Disputes Act of 1978, 41 U.S.C. §§7101, et seq. because the Navy refuses to pay BAE NSR—and its subcontractors Accurate Marine Environmental (“AME”) and Surface Technologies Corporation (“STC” and together, “Subcontractors”)—money they are rightfully owed for work the Navy cannot dispute they performed. 1 2. BAE NSR is a leading provider of emergency and planned ship repair, modernization, and overhaul services for commercial and military customers. BAE NSR has 1 BAE NSR is sponsoring its Subcontractors’ claims under the Contract Disputes Act. Case 2:20-cv-00457-RBS-DEM Document 1 Filed 09/11/20 Page 1 of 27 PageID# 1

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Page 1: IN ADMIRALTY€¦ · in the united states district court for the eastern district of virginia norfolk division in admiralty bae systems norfolk ship ) repair inc., )

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA

NORFOLK DIVISION

IN ADMIRALTY

BAE SYSTEMS NORFOLK SHIP ) REPAIR INC., )

) Plaintiff, )

) v. ) Case No. __________________________

) THE UNITED STATES OF AMERICA, ) through the DEPARTMENT OF THE ) NAVY, and its activity, the Mid-Atlantic ) Regional Maintenance Center ) VERIFIED COMPLAINT

) Defendant. )

____________________________________)

For its Complaint against the United States of America, acting through the Department of

the Navy, Mid-Atlantic Regional Maintenance Center (the “Defendant” or “Navy”), Plaintiff BAE

Systems Norfolk Ship Repair Inc. (“BAE NSR”) states:

NATURE OF THE ACTION

1. This is a civil action brought by BAE NSR under the Contracts Disputes Act of

1978, 41 U.S.C. §§7101, et seq. because the Navy refuses to pay BAE NSR—and its

subcontractors Accurate Marine Environmental (“AME”) and Surface Technologies Corporation

(“STC” and together, “Subcontractors”)—money they are rightfully owed for work the Navy

cannot dispute they performed.1

2. BAE NSR is a leading provider of emergency and planned ship repair,

modernization, and overhaul services for commercial and military customers. BAE NSR has

1 BAE NSR is sponsoring its Subcontractors’ claims under the Contract Disputes Act.

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contracted with, and provided these services to the Navy, which is its primary customer for more

than 50 years. And BAE NSR uses subcontractors like AME and STC to help provide these

services to the Navy.

3. One such contract—and the one at issue here—concerns the USS BATAAN (LHD-

5) (the “BATAAN” or “Ship”). The BATAAN is a multipurpose amphibious assault ship.

Although the Navy can use the Ship for non-combatant evacuation and other humanitarian

missions, the BATAAN’s primary mission is to enable the Navy and the U.S. Marine Corps to

accomplish a transition seamlessly from the sea to a land battle.

4. The Navy scheduled the BATAAN for repair, maintenance, and systems alterations

to update and improve the Ship’s military and technical capabilities in September 2017. BAE

NSR competed for and was awarded Contract No. N00024-16-D-4411, Delivery Order No.

N00024-17-F-4138 (the “Contract”) to provide the repairs, maintenance, and systems alterations

updates called for in the Contract. Relevant portions of the Contract are attached as Exhibit 1.

5. BAE NSR and its Subcontractors performed the work specified in the Contract that

they could, despite the Navy’s inability to perform some of its contractual obligations. BAE NSR

and its Subcontractors also performed additional work not called for under the Contract’s original

terms, and sometimes had to unnecessarily re-do work for no supportable reason.

6. Due to the Navy’s delays, BAE NSR was unable to complete all of the work

required of it by the Contract during the Contract’s term, generally known as an Availability. The

Navy, though, told BAE NSR and its Subcontractors to keep working, which they did.

7. Doing so caused BAE NSR and its Subcontractors to incur certain amounts beyond

those provided for in the Contract. The Navy refused to pay BAE NSR and its Subcontractors for

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such work and thus BAE NSR properly submitted to the Navy a Request for Equitable Adjustment

(“REA”) to obtain the amounts BAE NSR and its Subcontractors are entitled to receive.

8. The Navy did not respond. BAE NSR was forced to convert its Request for

Equitable Adjustment into a Claim demanding a Contracting Officer’s Final Decision for the

amounts still owed to it and its Subcontractors for certain work performed after the Contract’s

term, and the additional work the Contract did not contemplate.

9. In doing so, BAE NSR followed all the requirements of the Contracts Disputes Act

of 1978, 41 U.S.C. §§7101, et seq. to seek payment of the additional monies still owed to it and its

Subcontractors. The Navy responded with the Contracting Officer’s Final Decision, which refused

to pay BAE NSR and its Subcontractors the full amounts they are owed.

10. By failing to pay BAE NSR and its Subcontractors the amounts demanded in the

Claim, the Navy breached the Contract causing BAE NSR and its Subcontractors to suffer

damages. Thus, BAE NSR and its Subcontractors must seek the Court’s assistance to do what the

Navy should have done in the first instance—pay for the work the Navy does not dispute BAE

NSR and its Subcontractors performed.

PARTIES

11. Plaintiff BAE NSR is a Virginia corporation with its principal place of business

located at 750 West Berkley Avenue, Norfolk, VA 23523.

12. Defendant is the United States of America, acting through the Department of the

Navy, Mid-Atlantic Regional Maintenance Center, located at 9727 Avionics Loop, Norfolk, VA

23511.

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JURISDICTION AND VENUE

13. Jurisdiction in this Court is proper because (i) this action is a claim for a maritime

matter, i.e., a ship repair issue, brought under the Contracts Disputes Act of 1978, 41 U.S.C.

§§7101, et seq. (the “CDA”) arising from the Contract; and (ii) this is an admiralty and maritime

claim under Fed. R. Civ. P. 9(h) and brought, in accordance with CDA § 41 U.S.C. §7102(d) for

“Maritime contracts” under the Suits in Admiralty Act, 46 U.S.C. §30901, et seq., and the Public

Vessels Act, 46 U.S.C. §31101, et seq.

14. Venue is proper in this Court under 28 U.S.C. § 1391 and Local Rule 3(C) because

(i) CDA §§ 7102(d) and 7104(b) permits BAE NSR to sue in this United Stated District Court; (ii)

BAE NSR repaired the Ship in Norfolk, Virginia but the Navy did not pay BAE NSR and its

Subcontractors for all of their services thus the events giving rise to BAE NSR’s claims occurred

in this Court’s District and Division; (iii) BAE NSR resides and has its principal place of business

in Norfolk; (iv) the Navy executed the Contract in Norfolk; and (v) the Navy has facilities and a

presence in Norfolk.

15. BAE NSR is properly requesting service under Fed. R. Civ. P. 4.

FACTUAL BACKGROUND

A. The Contract

16. During all relevant times, the BATAAN was located at the Navy’s Norfolk,

Virginia facility.

17. The BATAAN was due for scheduled repairs and maintenance in September 2017.

The Navy conducted a competitive procurement to select a contractor to work on the Ship.

18. BAE NSR submitted a competitive proposal for the work. On September 7, 2017,

the Navy awarded BAE NSR the Contract to provide specified work on the BATAAN. The

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Contract was for a firm, fixed price in the amount of $13,496,933, plus options for a potential total

of $45,784,320, and a total evaluated price of $51,596,952.

19. The Contract’s original terms required BAE NSR to furnish material, support

(including electrical, crane, and rigging), and facilities (except those furnished by the Navy under

the Contract’s terms) and to provide the management, technical, procurement, production, testing,

and quality assurance necessary to prepare and accomplish the repair and alteration of the

BATAAN during the original availability, scheduled from November 6, 2017 to July 13, 2018 (the

“Original Availability”).

20. The Contract’s terms and conditions also include Federal Acquisition Regulation

clause 52.243-1, CHANGES-FIXED PRICE (“the Changes Clause”), and Defense Federal

Acquisition Regulation Supplement clause 252.217-7003, CHANGES.

21. As work progressed during the Original Availability, BAE NSR determined that it

needed to submit Requests for Contract Change (“RCCs”) to address growth and new work needed

for the BATAAN. The Contract describes growth and new work as work that BAE NSR needed

to perform but was unknown and unknowable until the Ship arrived and the Contract work began.

22. Almost from the beginning of performance, there was a delay in the Navy’s

response to, and settlement of, RCCs. Unfortunately, because the Contract was for a firm, fixed

price, there was insufficient funds available to the Navy to allow it to authorize/add the growth

and new work to the Contract’s scope of work. In large part, the Navy’s lack of available funding

for growth and new work identified during the Original Availability caused many delays.

23. The Navy used the “upward obligation” process to locate and acquire the additional

government funds needed to pay for growth and new work needed on the BATAAN. Each upward

obligation is a lengthy process from start to finish and it takes many months for funds for additional

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growth and new work to become available. Because of the resulting delay caused by the upward

obligations process, the Navy extended the Ship’s availability four times, from July 13, 2018 to

November 9, 2018 (“the Availability”). During this time, BAE NSR worked diligently to complete

all work on the Ship not otherwise prevented by the Navy.

24. As the Availability’s end date neared, BAE NSR expected that the Navy, as it had

done in the past, would unilaterally extend the Availability again, providing time and the funding

necessary to complete outstanding items. No extension was granted. The Contract’s Availability

ended on November 9, 2018.

B. The Parties discuss the Contract after the Availability ends

25. The next day, the Navy issued a letter to BAE NSR claiming BAE NSR to be in

default of the Contract because it had not delivered a “mission ready” ship on November 9 (the

“November 10 Letter”).

26. In the November 10 Letter, the Navy directed BAE NSR “to accomplish all

outstanding contractual requirements” identified in that letter’s Enclosure 1 labeled Incomplete

Work/Discrepancy List (the “Discrepancy List”).

27. The November 10 Letter limited BAE NSR’s continuing performance to only those

work items called out in the Discrepancy List but omitted several additional work items still

required for a mission-ready ship. BAE NSR thus sought direction from the Navy about work

scope in its letter dated November 16.

28. In that letter, BAE NSR explained that it was not in default and BAE NSR detailed

the status of every item on the Discrepancy List. For nearly all of those items, BAE NSR could

not proceed with its work until the Navy had first completed its own work responsibilities, which

the Navy failed to do. Of the few other items on the Discrepancy List, BAE NSR had either already

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completed them or would complete them by November 29. BAE NSR provided a timeline for

each of the work items, many dating to the Original Availability.

29. BAE NSR also highlighted two examples in which the Navy had given BAE NSR

reason to believe that it would extend the Availability beyond November 9. Three days before the

Availability ended, the Navy issued Reservation Task Request (“RTR”) 3166 for Work Item 123-

10-001, Tanks and Voids (“Work Item 123-10-001”). This work required around twenty three

days to complete, establishing a period of performance through November 29. The Navy had also

issued RTR 3177 for Work Item 631-13-002, Ramp and Sump; Preserve; this work would require

until November 15 to complete. Both of these RTRs required work extending beyond the

Contract’s Availability.

30. BAE NSR also notified the Navy that the Navy’s continued dumping of liquids into

the bilge spaces prevented BAE NSR from completing Work Item 992-31-001, Cleaning and

Pumping (“Work Item 992-31-001”). BAE NSR could not finish its work as long as the Navy

continued to dump liquids, and BAE NSR’s continued efforts to finish Work Item 992-31-001

constituted a Contract change.

31. BAE NSR’s November 16 letter thus notified the Navy that its actions were

Contract changes and that BAE NSR was reserving its rights. The letter also summarized

government delay in: (i) obtaining funding through upward obligations, (ii) providing government

furnished material, and (iii) completing the scope of work to be performed by the Navy’s own

personnel (“Ship’s Force”). These delays, of more than six months, forced BAE NSR to re-

sequence its work, created inefficiencies in the schedule, and caused BAE NSR to incur additional

costs.

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32. On November 19, the Navy submitted a revised discrepancy list (“Revised

Discrepancy List”), adding six work items, and reminding BAE NSR to complete Work Item 992-

31-001 “through completion of the remaining outstanding work items.” The Navy also told BAE

NSR to complete Work Item 583-90-001, SCD 75091K Class Boat Davit, Replace (“Boat Davit

Work Item”).

33. BAE NSR responded to the Navy’s letter on November 21. BAE NSR questioned

the status of the items in the Revised Discrepancy List. BAE NSR again informed the Navy that

it considered the Navy’s addition of work after the Availability ended to constitute a contractual

change.

C. Work on the Ship continues from November 10, 2018 through March 4, 2019

34. After the Availability ended, between November 10, 2018 and March 4, 2019, the

Navy required BAE NSR to complete certain work items that were in the Contract, but not

completed because of the Navy’s delays, and to provide expanded effort for work that the Navy

requested but had not added to the Contract.

35. The Navy’s directions included changes to itemized work and added work scope.

For example, the Navy directed BAE NSR to add multiple pendant and wire installations on the

Flight Deck Safety Nets. This work was outside the Contract’s work item specifications.

36. The Navy also directed BAE NSR to perform work not included in the Revised

Discrepancy Lists’ work specifications.

37. As a result, BAE NSR’s small business subcontractor, AME, provided additional

cleaning, pumping and disposal services under Work Items 992-31-001 and 123-10-001, in direct

and required support of the Navy’s Contract change.

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38. BAE NSR continued to work on the items identified in the Revised Discrepancy

List and completed most of them by December 5, 2018. The items that BAE NSR had not

completed were mainly testing, which could not occur until after the Navy’s own personnel had

completed its work. But Ship’s Force personnel efforts were often at a standstill because they

were on extended leave during the November and December 2018 holidays.

39. During this time, BAE NSR had superintendents and other personnel in the Project

Management Office (“PMO”)2 labor category onboard the BATAAN waiting, idle, for Ship’s

Force personnel to complete work so that BAE NSR could then complete its testing requirements

for certain work items and receive government approval.

40. Because of the Navy’s delays, BAE NSR often needed to adjust work schedules

and personnel, incurred lost productivity, and had to be present on the Ship in case Ship’s Force

personnel became available to test systems repaired on a BAE NSR work item. As a result, BAE

NSR had to incur additional PMO costs.

41. This lost productivity resulted from the Navy’s inability to complete its work on

the outstanding work items and to satisfy its contractual obligations. Ship’s Force personnel

delayed BAE NSR’s ability to complete the Contract and deliver a mission-ready ship.

42. Despite requiring the foregoing additional and changed work, the Navy never

formally amended the Contract. Thus, the Navy either constructively extended or constructively

changed the Contract. Even so, at the Navy’s direction, BAE NSR continued to work and had a

2 The PMO labor category refers to personnel who perform certain administrative functions, such as Quality Assurance, Environmental, Safety, Medical, Ship Supervision, Contracts, Finance, Planning, Purchasing, and Subcontracts; they are necessary for BAE NSR to perform work during a ship’s availability. BAE NSR develops a daily rate to provide these combined administrative functions and this rate is multiplied by the days these support functions are required for each ship.

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right to be compensated—it still does—for the costs to perform the additional work and support

the Navy requested.

D. BAE NSR requests an equitable adjustment

43. The Navy refused to pay BAE NSR certain amounts owed for work performed both

before and after the Availability ended.

44. BAE NSR thus submitted a Request for Equitable Adjustment (the “REA”) on July

12, 2019, seeking the payment of $1,331,058.

45. The REA sought fair and reasonable compensation for the PMO costs BAE NSR

incurred for the period of December 5, 2018 through March 4, 2019, all of which BAE NSR

incurred after the Availability ended. The REA included examples of delays caused by the Navy,

which created the need for BAE NSR to provide continued PMO support. The specific delays

referenced in the REA pertained to several work items, including Work Items 992-31-001 and the

Boat Davit Work Item.

46. BAE NSR was unable to complete some of its Contract work during the

Availability, in part, because of the delays associated with the work items discussed in the REA.

But to perform this work after the Availability, BAE NSR needed to provide PMO support. BAE

NSR’s bid proposal did not include, and the Contract did not provide, an amount to compensate

BAE NSR for PMO support provided after the Availability ended. BAE NSR provided such

support. Yet the Navy refused to pay BAE NSR for those services.

47. BAE NSR was not the only one the Navy was refusing to pay. The Subcontractors

also provided services not contemplated by the Contract. Thus, to obtain payments owed but not

paid to them, the Subcontractors submitted their own Requests for Equitable Adjustments which

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were included in BAE NSR’s REA. BAE NSR also requested payment of its mark up for its

Subcontractors’ REAs.

E. AME’s request for an equitable adjustment

48. In preparing its bid for the BATAAN, AME scrutinized and priced the requirements

of Work Items 992-31-001 and 123-10-001. At the Navy’s direction, AME’s Work Item 992-31-

001 pricing also included service allowances for various work items that would require AME’s

pumping and removal of system fluids. AME’s bid depended on a start date of November 6, 2017,

and a stop date on the Ship’s production completion date (“PCD”) of May 30, 2018.

49. AME began work on the BATAAN in November 2017. During the Original

Availability, the Navy identified additional growth and new work and the Navy issued RCCs to

cover this work. AME, through BAE NSR, received the RCCs and priced AME’s services for the

growth and new work RCC’s for Work Items 992-31-001 and 123-10-001, and other work items,

through May 30, 2018.

50. In May 2018, BAE NSR advised AME that the Navy would extend the PCD beyond

May 30 due to the late arrival of government furnished materials and the Navy’s delays. AME

submitted reports to the Navy and BAE NSR emphasizing that it’s pricing of Work Items 992-31-

001 and 123-10-001, as well as the other items covered by the Navy’s RCCs, had been based on a

May 30, 2018 end date. AME advised the Navy that it would require a RCC for its

additional/extended work and services beyond May 30, 2018.

51. In late June 2018, the Navy issued RCC 525G for the extension and pricing of

services to a September 11 end date. AME submitted its pricing for RCC 525G on July 3,

2018. Rather than negotiate RCC 525G, the Navy issued Unilateral Contract Modification

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A00011. Unilateral Modification A00011 included $120,000 for AME’s extended service charges

through September 11, which the Navy paid.

52. AME acknowledged in its REA submission that the Navy had paid AME $120,000,

but stated that amount represented only a partial payment of AME’s increased job charges. AME

sought a further equitable adjustment of $261,972.80 for the additional labor hours, material,

equipment, and tanker rental charges that it incurred supporting the additional cleaning, pumping,

and disposal services provided under Work Items 992-31-002 and 123-10-001, other work items,

and the extended RCC 143G charges for the BATAAN from May 31 through September 11.

F. STC seeks an equitable adjustment as well3

53. STC was a BAE NSR subcontractor for the Contract under BAE Systems Purchase

Order No. 5101348 (the “STC Subcontract”). Under the STC Subcontract, STC was to perform

work under various work items, including Work Item 634-21-001, Flight Deck, Catwalk and

Platform Nonskid, replace (“Work Item 634-21-001”). Work Item 634-21-001 included the

requirements for deck coatings removal, surface preparation, and replacement of deck coatings

including nonskid paint. The STC Subcontract flowed down many terms of the Contract including,

without limitation, the specifications and the Changes Clause.

54. STC fully performed its obligations under Work Item 634-21-001. On June 18,

2018, STC completed all contracted work for the Ship’s Zone #5 (“Zone #5”) including steel

profiles, primer installation, primer dry film thickness, and nonskid installation. The appropriate

STC quality assurance personnel, BAE NSR, and the Navy completed and approved all required

inspections. STC provided documentation of the inspections.

3 The REA also included requests for other BAE NSR subcontractors. The Complaint does not include those other subcontractor Requests for Equitable Adjustment or claims.

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55. Ten days later, STC received an engineering service request (“ESR”) stating that

the Navy was concerned that STC’s application of nonskid paint in Zone #5 was questionable

because Ship’s Force personnel alleged that STC did not thoroughly mix the nonskid paint and

that STC employees were “beating the cans on the deck.”

56. Upon information and belief, that Navy crew member alleged that STC did not

adequately mix some of the nonskid paint materials to be applied for a full period of sixty seconds.

The crew member’s allegation did not specify which deck areas STC had painted with the allegedly

under-mixed paint or how many cans of nonskid paint were allegedly under-mixed. Besides the

Navy crew member’s unsubstantiated personal observation, there was no other evidence of this

violation.

57. Upon information and belief, the Navy crew member alleging this error was not an

authorized inspector, had no contractual authority, and could not legally direct work on the

Contract or the STC Subcontract.

58. On June 29, STC denied these allegations, stating that all application complied with

Naval Sea Systems Command (“NAVSEA”) Standard Item 009-32, paragraph 3.11.7.2.

59. On July 11, to resolve the Navy’s concerns, STC asked the manufacturer’s expert

to inspect STC’s work performed on Zone #5. After doing so, the expert concluded that the Navy’s

concern that the nonskid paint would not cure properly was ill-founded and should be of no

concern. STC also issued a letter to the Navy two days later providing a one-year warranty on the

nonskid paint.

60. Despite these assurances, on August 1, the Navy issued a Letter of Direction to

BAE NSR stating that the nonskid paint had to be removed and reinstalled because the “nonskid

was improperly mixed and [would] not cure thoroughly nor perform for its expected service life.”

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61. STC requested the Navy reconsider its position, given the many documented

sources verifying the sufficiency of STC’s work on Zone #5. STC also requested permission to

perform other NAVSEA approved tests to verify whether STC applied the nonskid paint in a

questionable manner so that the nonskid paint would fail. The Navy agreed to have these tests

performed.

62. On October 28, two Certified National Association of Corrosion Engineers

(“NACE”) inspectors, Reuben Lewis of STC and Morris Williams of Randolph Coatings, along

with Stacey Schlosser of ITW Corporation and STC’s Vice President, Brian Stump, conducted the

NAVSEA approved tests. The NAVSEA tests confirmed STC had properly installed the nonskid

paint and there would be no need for removal and reinstallation.

63. On October 30, STC sent Chris Bruckner, the Mid-Atlantic Regional Maintenance

Center’s engineer, documentation of the NAVSEA approved test results and requested that the

Navy reconsider its formal direction to replace the nonskid paint in Zone #5.

64. The next day, Mr. Bruckner again directed BAE NSR to remove and reinstall the

nonskid paint for Zone #5. STC complied and performed the removal and reinstallation.

65. As a result of the Navy’s direction to STC to remove and reinstall the nonskid paint

in a large area of some 7,525 square feet, despite substantial evidence showing STC satisfactorily

performed the first installation with no defects or legitimate cause for concern, STC incurred

additional costs of $179,000. This includes $64,980 in labor costs and $114,020 in materials costs.

66. Because allegations of defective work are a Navy or Government claim, the Navy

has the burden of proving that the work was defective, that it required rework, and that the rework

required only covered the amount of work that was allegedly defectively performed. The Navy

has met none of these required burdens of proof.

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67. Moreover, the Navy’s direction was a change to the Contract and, in not

compensating STC for its costs to remove and re-install the nonskid coating, the Navy breached

the Changes Clause.

G. The Contracting Officer’s Final Decision

68. The REA requested $1,331,058 in damages, which included BAE NSR’s damages

in the amount of $865,327, AME’s damages in the amount of $249,005, and STC’s damages in

the amount of $179,000.4

69. The Navy ignored the REA and did not pay any of the requested damages. As a

result, on August 30, 2019, BAE NSR converted the REA into a properly certified claim under 41

U.S.C. §7103(b) and 48 C.F.R § 33.207 (the “Claim”), which demanded in writing a sum certain

as a matter of right and sought a Contracting Officer’s Final Decision.

70. The Navy responded with its Contracting Officer’s Final Decision (“COFD”) on

February 24, 2020. The Final Decision arbitrarily denied all but $230,622 of BAE NSR’s

$1,331,058 claim.

71. The items addressed in the COFD respond to Section II.D.1 of the REA, labelled

“Some Examples of Government-Caused Delay,” and to some of the BAE NSR subcontractor

costs detailed in the “Quantum” section of the REA, Sections IV.B-IV.D.

72. The Navy issued the COFD under the Contract. Of the nine items identified in the

REA, the COFD denied four of them (items 1, 2, 5 and 9) in their entirety. The COFD detailed its

position for six of the items as related to delay and three as related to extra work on specific work

item issues.

4 The Claim also included $70,716 in additional costs incurred by another subcontractor. Those costs are not part of this Complaint. See Paragraph 88.

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73. Delay item 1 pertains to Work Item 992-31-001. The COFD determined this work

item had not been delayed, and denied this portion of the Claim including BAE NSR’s requested

PMO costs associated with it.

74. Delay item 2 relates to the Boat Davit Work Item. The COFD denied BAE NSR’s

request for PMO costs related to this item asserting that BAE NSR caused the delay, not the Navy.

75. Delay item 3 pertains to Work Items 589-11-001, Starboard Sideport Cargo Crane

repair, and 589-62-001, Port and Starboard Sideport Shell Door repair. The COFD concurred with

BAE NSR’s claim for 13 days of PMO support for the period November 28, 2018 through

December 10, 2018, in the amount of $25,305.

76. Delay item 4 relates to load bank testing equipment. The COFD agreed to pay BAE

NSR for its extended equipment rental costs while the Navy worked through issues stabilizing the

steam plant. Neither the REA nor the Claim requested these costs.

77. Delay item 5 pertains to Work Item 612-21-001, Aircraft Elevator Platform and

Flight Safety Nets; repair. The COFD found this claim had no merit and denied it in its entirety.

78. Delay item 6 pertains to light off of the steam boiler. The COFD agreed that BAE

NSR was entitled to PMO costs associated with standing by during the Ship’s attempts to light off

for the period December 5, 2018 to March 4, 2019. The COFD agreed to pay $56,535, which

covers only 1 superintendent during that timeframe.

79. Item 7 relates to Work Item 631-21-002, Landing Craft Well Deck Overhead,

preserve. The COFD agreed with this claim and the entire $70,716 amount BAE NSR requested.

80. Item 8 pertains to the costs AME requested. The COFD referenced Item 8 as “Work

Item 992-31-002, Cleaning and Pumping; accomplish” (“Work Item 992-31-002”) and denied

AME’s portion of the REA. The COFD notes that the Navy paid AME $120,000 on RCC 525G

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and states: “The costs (sic) was based on parametric estimating from the original bid. AME

originally bid 7,543 man-hours for six and a half months of cleaning and pumping. Now AME is

asking for 7,106 man-hours for three and a half months that is double the amount from the original.

The Government offered $119,823 that included labor, rentals and fees but AME denied the offer.”

81. The COFD acknowledges that AME is entitled to additional compensation for the

increased pumping, cleaning, transportation, and disposal services it provided, but limits AME’s

compensation to a partial payment of the extended Work Item 992-31-002 services. The COFD

ignored AME’s additional services provided under Work Item 123-10-001, the RCC 143 covered

support services, and other work items for the entire PCD extension period. AME’s extended

services were tied directly to the Navy’s extension of the PCD. If AME had not provided these

pumping, cleaning, and disposal services, the Ship would not have been safe and the Navy’s

directed repairs could not have been performed.

82. Rather than compensate AME for its actual job costs from May 31 through

September 11, 2018, the Navy extrapolated/used some form of parametric estimating against

AME’s bid for Work Item 992-31-002 and offered $119,823 to settle AME’s charges for that PCD

extension. Although the COFD describes the $119,823 as an offer, the Navy included this amount

in its Unilateral Contract Modification A00025 (“UCM A00025”), discussed below, without

having met or negotiated with AME to reach a final settlement for its claim.

83. The COFD fails to pay AME the remaining $129,182 in costs for increased labor,

equipment, and material charges it incurred in direct support of the Navy’s extensions of the PCD

from May 31, 2018 through September 11, 2018. The COFD acknowledges that AME was entitled

to additional compensation but limited AME’s compensation to a partial payment of the extended

Work Item 992-31-002 services.

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84. The COFD also denies compensation to STC for Item 9, to remove and re-deck

designated areas under Work Item 634-21-001 Flight Deck, Catwalk and Platform, Nonskid,

replace. The COFD denied STC’s claim, maintaining that any additional cost incurred using third

party testing and for re-application of Zone #5 nonskid paint rests solely on BAE NSR and STC.

85. In reaching its conclusion stated in the COFD, the Contracting Officer failed to

consider that BAE NSR provided substantial documentation supporting the Claim and BAE NSR’s

efforts to prepare the REA. The REA focused only on the damages resulting from the Navy’s

actions and failures to act that led to the costs BAE NSR claimed.

86. The COFD also denied payment of all BAE NSR burdens, or markups, of overhead

and profit on its Subcontractors’ claims.

87. The Navy issued UCM A00025 on March 27, 2020, which included a liability

determination and obligated $350,445 in funding to the Contract as stated in the COFD.

88. The specific items and amounts requested by BAE NSR, agreed to by the Navy in

the COFD, and paid for by UCM A00025 are:

Cost Amount Sought

Amount

Paid

Balance Remaining

PMO for work completed in the delay period, 5 December 2018 – 4 March 2019

$634,841 $81,840 $553,001

Additional work costs $73,881 $0 $73,881

International Marine & Industrial Applicators REA

$70,716 $70,716 $0

BAE burden $17,527 $0 $17,527

Accurate Marine Environmental’s REA $249,005 $119,823 $129,182

BAE burden $61,720 $0 $61,720

Surface Technologies Corporation’s REA $179,000 $0 $179,000

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BAE burden $44,368 $0 $44,368

Preparation Costs $32,990 $0 $32,990

Additional rental costs under Item 4 $0 $78,066 $0

TOTAL $1,364,048 $350,445 $1,091,669

89. The $81,840 paid for PMO breaks down to $25,305 for Item 3, and $56,535 for

Item 6.

90. Because the Claim’s Quantum5 did not include the $78,066 payment for rental

costs, the total of the original REA minus the amount paid under UCM A00025 does not equal the

total balance remaining in the REA.

91. The COFD was unreasonable, an abuse of discretion, and/or not in accordance with

the terms of the Contract and the relevant law and facts. For example, the COFD does not address

BAE NSR’s requested PMO charges or burden amounts for any of its subcontractors’ claims; it

also does not address BAE NSR’s entitlement to REA preparation costs.

92. The COFD simply ignores the well supported claims asserted by BAE NSR and its

Subcontractors. The Court should not allow the COFD to stand and should require the Navy to

compensate BAE NSR and its Subcontractors for the work they performed that Navy refuses to

pay for.

5 The “Quantum” is the portion of the REA, incorporated into the Claim, identifying the amounts the Navy owes BAE NSR and its Subcontractors.

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93. As a result of the Navy’s unreasonable COFD, BAE NSR seeks to recover these

amounts under each of its following theories:

Cost Amount Owed

PMO for work completed in the delay period, 5 December 2018 – 4 March 2019

$553,001

Additional work costs $73,881

BAE burden $17,527

Accurate Marine Environmental’s REA $129,182

BAE burden $61,720

Surface Technologies Corporation’s REA $179,000

BAE burden $44,368

Preparation Costs $32,990

TOTAL $1,091,669

COUNT I

DISPUTE UNDER THE CONTRACT—APPEAL OF THE FINAL DECISION

94. BAE NSR repeats and re-alleges the allegations in all the preceding paragraphs as

if fully set forth herein.

95. BAE NSR and its Subcontractors successfully completed all of the work required

under the Contract or requested of them by the Navy, including the many changes directed in

writing by the Contracting Officer and accepted by the Navy, and has complied with all

prerequisites and conditions precedent for filing this action.

96. The Contract’s terms and conditions include the Changes Clause, which entitles

BAE NSR to payment for any changes that cause an increase in the cost of, or the time required

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for, performance of any part of the work under the Contract as made in writing by the Contracting

Officer.

97. BAE NSR is also entitled to pass on additional Subcontractor costs and damages

due to the Navy’s changes that caused an increase in the cost of, or the time required for,

performance of any part of the work under the Contract.

98. The Navy failed to provide the compensation requested by BAE NSR and its

Subcontractors for such changes, both directed and constructive, and for such changes in

conditions, means and methods of performance, and schedule.

99. The Navy has failed properly to adjust the Contract for such changes and has failed

to negotiate such changes and impacts, and to issue timely extensions in accordance with the

Contract and its terms, which are incorporated herein by reference.

100. As a result of these contractual failures, BAE NSR and its Subcontractors have a

right to recover the entire amount of the incurred damages resulting from the Navy’s delays and

disruptions in the amount of $ 1,091,669, plus interest, costs, and fees as may be allowable under

applicable Federal Law or such other amount as the evidence may reveal.

101. BAE NSR seeks the adjustment requested in Count I only as an alternative pleading

to the amount sought in Count II and III.

COUNT II

BREACH OF CONTRACT

102. BAE NSR repeats and re-alleges the allegations in all the preceding paragraphs as

if fully set forth herein.

103. BAE NSR and its Subcontractors successfully performed all of their obligations,

and have complied with all prerequisites and conditions precedent under the Contract and have a

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right to fair and reasonable compensation for their work as an equitable adjustment for the cost of

the Navy’s changes to the Contract.

104. Under the Contract, BAE NSR is entitled to payment for any changes in the work

scope, means, and methods of performance and government-furnished materials, services, and

equipment, and is also entitled to an equitable adjustment for the cost of such changes and

expenditures.

105. Under Federal Acquisition Regulation § 43.204(b)(1), the Navy must negotiate

such equitable adjustments under the Contract and settle all outstanding changes in the “shortest

practicable time.” The Navy has failed to do so despite knowing BAE NSR and its Subcontractors

are entitled to equitable adjustments.

106. The Navy’s failure to pay $1,091,669 for work successfully completed by BAE

NSR and its Subcontractors and accepted by the Navy is a breach of the Contract.

107. As a result of the Navy’s failure to pay BAE NSR and its Subcontractors, the Navy

has breached the Contract including, but not limited to, its obligations under the Federal

Acquisition Regulations relating to contract performance and settling changes.

108. The Navy’s Contract breaches and failures have damaged BAE NSR in the amount

of $1,091,669.

109. The Navy’s Contract breach has also damaged BAE NSR causing it to lose the time

value of the money that the Navy owes BAE NSR and in having to expend significant amounts of

legal and administrative costs to pursue this action.

110. BAE NSR thus seeks breach of contract damages of $1,091,669 as explained in the

Claim, plus such interest, costs and fees as may be allowable under applicable Federal Law, or

such other amount as the evidence may reveal.

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111. BAE NSR seeks the adjustment requested in Count II only as an alternative

pleading to the amount sought in Count I and III.

COUNT III

QUANTUM MERUIT

112. BAE NSR repeats and re-alleges the allegations in all the preceding paragraphs as

if fully set forth herein.

113. As explained above, BAE NSR provided additional and/or changed work, and

applied additional labor, manpower, materials, subcontractors, and equipment as required to fulfill

the Navy’s directions (the “Additional Work”), even when those instructions exceeded the

Contract’s requirements.

114. If the Court determines that BAE did not perform the Additional Work under the

Contract, then BAE NSR seeks to recover under a quantum meruit claim.

115. The Navy requested BAE NSR and its Subcontractors perform the Additional

Work. But the Navy and BAE NSR and its Subcontractors did not agree on the price the Navy

would pay for the Additional Work.

116. The Navy received the benefit of the Additional Work but has not paid BAE NSR

and its Subcontractors for that work.

117. If the Navy is not required to pay for the Additional Work under the Contract, it

would be inequitable for the Navy to benefit from such efforts and expenditures without paying a

reasonable or fair value for that work.

118. The Navy benefited from the Additional Work in the amount of $1,091,669.

119. The Navy should have to pay as quantum meruit damages to BAE NSR and its

Subcontractors the amount of $1,091,669 or such additional amounts as the evidence may reveal.

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120. BAE NSR seeks the amount requested in Count III only as an alternative pleading

to the amount sought in Counts I and II.

PRAYER FOR RELIEF

WHEREFORE, BAE NSR respectfully requests that this Court enter judgment in BAE

NSR’s favor and against the Navy and award the following relief:

A. Award BAE NSR $1,091,669 under the Contract’s terms for work successfully

completed and accepted;

B. Award BAE NSR post-judgment and pre-judgment interest as permitted under any

applicable legal theory, the Contract, statute, or regulation, including, without limitation, the CDA;

C. Award BAE NSR its costs and attorneys’ fees incurred to the full extent permitted

under any applicable legal theory, the Contract, statute, or regulation; and

D. Grant such other and further relief as the Court deems just and proper to award

BAE NSR a complete remedy.

Dated: September 11, 2020. Respectfully submitted,

/s/ Alex E. Wallin Alex E. Wallin (VA Bar Number 81058) Taft Stettinius & Hollister LP 425 Walnut Street, Suite 1800 Cincinnati, OH 45202-3957 (513) 357-9445 (513) 381-0205 (facsimile) [email protected]

Suzanne Sumner (pro hac vice motion forthcoming) Taft Stettinius & Hollister LP 40 N. Main Street, Suite 1700 Dayton, OH 45423 (937) 641-1752 (937) 228-2816 (facsimile) [email protected]

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Counsel for Plaintiff BAE Systems Norfolk Ship Repair, Inc.

Of Counsel:

Barbara A. Duncombe Taft Stettinius & Hollister, LP 1 Indiana Square, Suite 3500 Indianapolis, IN 46204 (317) 713-3461 (317) 713-3699 (facsimile) [email protected]

TABLE OF EXHIBITS ATTACHED

Ex. 1: Excerpts and Text of Contract No. N00024-16-D-4411, Delivery Order No. N00024-17-F-4138.

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EXHIBIT 1

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CODE

(Hour)

PAGE(S)

until 04:00 PM local time 06 Jan 2016

X

A

X B

X CX D

EX

X

G

F

X H

gerald.t.robertson@navy .mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

17-Feb-2016

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.Previous Edition is Unusable D FORM 33 (REV. 9-97)

by GSA

FAR (48 CFR) 53.214(c)

BRIAN H KIMM

DO-A3 1 89

(If other than Item 7) N00024

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TOAND

ADDRESSSIGN OFFER (Type or print)

OFOFFEROR

T.M. SEITZ JR / VICE PRESIDENT

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE

757 494-4000

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

BAE SYSTEMS NORFOLK SHIP REPAIR INC.

T.M. SEITZ JR

750 W BERKLEY AVE

NORFOLK VA 23523-1032

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

N00024-16-D-4411

N00024 8. ADDRESS OFFER TO

9. Sealed offers in original and 1 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

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and

(See Schedule)

conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

GERALD T ROBERTSON 202-781-3307

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1

2 - 17

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

18 - 39

40 - 42

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

43 - 47

48 - 50K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 51 - 56

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror)57 - 65 M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance 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. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

07243 FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

[email protected]

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: 202-781-3027 (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

$62,516,227.00

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( )

N50054

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE N50054MID-ATLANTIC REGIONAL MAINTENANCE CENTER

CODE 400,

9727 AVIONICS LOOP,

NAVAL STATION NORFOLK

NORFOLK VA 23511-2124

INDIVIDUAL ORDERS

TO BE CITED ON INDIVIDUAL ORDERS

AA

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

66 - 88

PART II - CO NTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD DC 20376-2030

NAVAL SEA SYSTEMS COMMAND (HQ)

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD DC 20376-2030

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

89

6. REQUISITION/PURCHASE NO.

N0002415NR93001

5. DATE ISSUED

09 Jun 2015

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ ]

[ X ]

3. SOLICITATION NO.

N00024-15-R-4405

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N00024-16-D-4411

Page 2 of 89

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0001

1 Lot $62,516,227.00 $62,516,227.00 NTE

FFP DOs BASE PERIOD

FFP

ACCOMPLISH FIXED PRICE DELIVERY ORDERS FOR SCHEDULED

AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX

NET AMT

$62,516,227.00

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0002

UNDEFINED Lot UNDEFINED $0.00

OPTION COST TYPE DOs BASE PERIOD

CPFF

ACCOMPLISH COST PLUS FIXED FEE DELIVERY ORDERS FOR

SCHEDULED AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX COST UNDEFINED

FIXED FEE UNDEFINED

TOTAL MAX COST + FEE $0.00

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N00024-16-D-4411

Page 3 of 89

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

0003

CDRLS BASE YEAR

UNDEFINE

D

NSP

AS APPLICABLE, THE CONTRACTOR SHALL MEET THE REQUIREMENTS

OUTLINED IN THE CONTRACT DATA REQUIREMENTS LISTS (CDRLS)

PROVIDED AS EXHIBITS A, B AND C.

SEE NOTES INDICATED BELOW IN SECTION B.

THIS IS A NOT SEPARATELY PRICED CLIN.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

NET AMT

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N00024-16-D-4411

Page 4 of 89

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0004

1 Lot $ $ NTE

OPTION FFP DOs OPT PERIOD 1

FFP

ACCOMPLISH FIXED PRICE DELIVERY ORDERS FOR SCHEDULED

AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX

NET AMT

$

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0005

UNDEFINED Lot UNDEFINED $0.00

OPTION COST TYPE DOs OPT PERIOD 1

CPFF

ACCOMPLISH COST PLUS FIXED FEE DELIVERY ORDERS FOR

SCHEDULED AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX COST UNDEFINED

FIXED FEE UNDEFINED

TOTAL MAX COST + FEE $0.00

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

0006

CDRLS OPT PERIOD 1

UNDEFINE

D

NSP

OPTION AS APPLICABLE, THE CONTRACTOR SHALL MEET THE REQUIREMENTS

OUTLINED IN THE CONTRACT DATA REQUIREMENTS LISTS (CDRLS)

PROVIDED AS EXHIBITS A, B AND C.

SEE NOTES INDICATED BELOW IN SECTION B.

THIS IS A NOT SEPARATELY PRICED CLIN.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

NET AMT

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0007

1 Lot $ $ NTE

OPTION FFP DOs OPT PERIOD 2

FFP

ACCOMPLISH FIXED PRICE DELIVERY ORDERS FOR SCHEDULED

AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX

NET AMT

$

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ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0008

UNDEFINED Lot UNDEFINED $0.00

OPTION COST TYPE DOs OPT PERIOD 2

CPFF

ACCOMPLISH COST PLUS FIXED FEE DELIVERY ORDERS FOR

SCHEDULED AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX COST UNDEFINED

FIXED FEE UNDEFINED

TOTAL MAX COST + FEE $0.00

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

0009

CDRLS OPT PERIOD 2

UNDEFINE

D

NSP

OPTION AS APPLICABLE, THE CONTRACTOR SHALL MEET THE REQUIREMENTS

OUTLINED IN THE CONTRACT DATA REQUIREMENTS LISTS (CDRLS)

PROVIDED AS EXHIBITS A, B AND C.

SEE NOTES INDICATED BELOW IN SECTION B.

THIS IS A NOT SEPARATELY PRICED CLIN.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

NET AMT

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ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0010

1 Lot $ $ NTE

OPTION FFP DOs OPT PERIOD 3

FFP

ACCOMPLISH FIXED PRICE DELIVERY ORDERS FOR SCHEDULED

AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX

NET AMT

$

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0011

UNDEFINED Lot UNDEFINED $0.00

OPTION COST TYPE DOs OPT PERIOD 3

CPFF

ACCOMPLISH COST PLUS FIXED FEE DELIVERY ORDERS FOR

SCHEDULED AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX COST UNDEFINED

FIXED FEE UNDEFINED

TOTAL MAX COST + FEE $0.00

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

0012

CDRLS OPT PERIOD 3

UNDEFINE

D

NSP

OPTION AS APPLICABLE, THE CONTRACTOR SHALL MEET THE REQUIREMENTS

OUTLINED IN THE CONTRACT DATA REQUIREMENTS LISTS (CDRLS)

PROVIDED AS EXHIBITS A, B AND C.

SEE NOTES INDICATED BELOW IN SECTION B.

THIS IS A NOT SEPARATELY PRICED CLIN.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

NET AMT

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ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0013

1 Lot $ $ NTE

OPTION FFP DOs OPT PERIOD 4

FFP

ACCOMPLISH FIXED PRICE DELIVERY ORDERS FOR SCHEDULED

AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX

NET AMT

$

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

0014

UNDEFINED Lot UNDEFINED $0.00

OPTION COST TYPE DOs OPT PERIOD 4

CPFF

ACCOMPLISH COST PLUS FIXED FEE DELIVERY ORDERS FOR

SCHEDULED AVAILABILITIES AND/OR EMERGENT MAINTENANCE,

MODERNIZATION AND REPAIR.

SEE NOTES INDICATED BELOW IN SECTION B.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

MAX COST UNDEFINED

FIXED FEE UNDEFINED

TOTAL MAX COST + FEE $0.00

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

0015

CDRLS OPT PERIOD 4

UNDEFINE

D

NSP

OPTION AS APPLICABLE, THE CONTRACTOR SHALL MEET THE REQUIREMENTS

OUTLINED IN THE CONTRACT DATA REQUIREMENTS LISTS (CDRLS)

PROVIDED AS EXHIBITS A, B AND C.

SEE NOTES INDICATED BELOW IN SECTION B.

THIS IS A NOT SEPARATELY PRICED CLIN.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR93001

NET AMT

CLAUSES INCORPORATED BY FULL TEXT

Minimum and Maximum IDIQ Amounts

a. Minimum guarantee per IDIQ Contract, base year award only: $10,000.00

b. Maximum: $1,284,849,757

The minimum guarantee applies to each contract award. The maximum represents the potentential cumulative total

of orders among all IDIQ-MAC holders for Amphibious Vessel (LSD, LPD, LHA, and LHD) complex ship repair

issued under all contracts awarded as a result of the solicitation.

HQ B-2-0010 NOTE (OPTION)

NOTE A: CLINs 0002, and 0004 through 0015 are option items to which the option clause 52.217-7 in SECTION I

applies and which are to be supplied only if and to the extent said option is exercised.

NOTE B: FIXED SHIP REPAIR LABOR AND MATERIAL BURDEN RATES (CEILING RATES)

1. The Contractor’s fully burdened ship repair labor rate will be used for negotiating Firm Fixed Price (FFP)

delivery orders, growth work, and new work to be performed under this IDIQ-MAC for each delivery order. The

fully burdened ship repair labor rate shall be the ceiling rate of the contract. The contractor agrees that the number of

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Section C - Descriptions and Specifications

STATEMENT OF WORK

1.0 PURPOSE

The U.S. Navy must maintain and modernize its ships to meet current and future operational requirements. To that

end, the Government intends to utilize this supply contract for the repair, maintenance and modernization

requirements of non-nuclear US Navy surface ships homeported and visiting the Norfolk, VA homeport.

Accordingly, the place of performance is the Norfolk, VA port where the Mid-Atlantic Regional Maintenance

Center (MARMC) will administer the contract.

Unless specified otherwise in a delivery order (DO) request for proposal (RFP), all work will be performed at the

Indefinite Delivery Indefinite Quantity Multiple Award Contract holder’s facility.

1.1 DESCRIPTION

This Indefinite Delivery Indefinite Quantity Multiple Award Contract (IDIQ- MAC) vehicle for Amphibious (LPD,

LSD, LHA, and LHD) class ships shall encompass complex emergent, scheduled, continuous maintenance,

modernization, and repair requirements in the following primary categories:

Docking & Non-Docking Chief of Naval Operations (CNO) scheduled availabilities.

Continuous Maintenance (CM) and Emergent Maintenance (EM) ship availabilities that include work on

shipboard critical systems, which are described in greater detail in paragraph 1.5 of this statement of work

(SOW).

Although not anticipated to account for a substantial portion of the IDIQ-MAC, non-complex requirements may also

be procured when doing so is in the best interest of the Government.

1.2 GENERAL SCOPE OF SHIP REPAIR AND OVERHAUL

The Contractor, under the direction of the Mid-Atlantic Regional Maintenance Center (MARMC) but as an

independent Contractor and not as an agent of the Government, shall furnish the material, support (electrical, crane,

rigging, etc.) and facilities necessary for the accomplishment of the work identified in each DO. Typical ship repair

efforts include management, planning, engineering, quality control, shipboard/off ship production (including

welding; marine pipefitting; ship fitting; blasting; painting; sheet metal forming; shaping; cutting and stamping;

electrical/electronic repairs and modernization; electrical/electronic alteration; pump/motor and ship’s mechanical

systems repair; tank cleaning; rigging; and temporary scaffolding removal/installation) and component/system

testing and trials.

The successful IDIQ-MAC holder will be responsible for all work required under a DO; regardless of whether

specific work items are performed with in-house resources or are subcontracted. The Prime Contractor(s) are

responsible for all contracted and sub-contracted labor, management, supervision, coordination, quality control,

quality assurance, quality management, safety management, environmental management, material, equipment, and

transportation necessary to perform the requirements of each ship maintenance, modernization and repair DOs. The

Prime Contractor(s) shall ensure adequate resources are dedicated to comply with the standards, guidelines and

procedures as stated to satisfy the requirements of DOs.

In performing this contract, as tasked in individual DOs, the Prime Contractor(s) shall:

Provide all required facilities and supporting services and equipment (except those furnished by the

Government under express provisions of this contract or DO) in the Norfolk, VA homeport.

Provide an established management organization geared toward ship repair at all levels of size, value and

complexity, with clear lines of authority, delegation of responsibility and mid-level managerial positions,

capable of managing production, quality assurance, material procurement/control and subcontractor

control and developing and integrating planning, estimating and scheduling functions.

Complete, control, integrate, schedule, and progress a diverse set of ship repair capabilities.

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Provide engineering and design support to diagnose and evaluate technical problems and issues and to

make competent technical recommendations.

Procure and control material. This includes purchasing, monitoring, receiving, inspecting, segregating,

issuing, determining nonconformance, and disposing of material. This also includes providing an

inventory system for both Government Furnished Material and Contractor Furnished Material, including

ordering, tagging and warehousing of material. All materials selected for installation must meet the

specified standard military performance specifications, Federal performance standards, and may require to

be listed on a Qualified Products List (QPL) for shipboard installations to ensure meeting the

designated/engineered requirements for boundary locations, fire insulating/fire retardant properties,

durability requirements, and for the reduction of toxic compounds produced/released should the material

be ignited or installed in a confined space.

Provide a quality control organization meeting ISO 9000 series standards.

Perform Non-Destructive Testing.

Provide Qualified Welding.

Manage subcontractors, including selecting, scheduling, managing, monitoring and controlling of

subcontractors.

Manage all Safety/Security, including performing safety training, provide required first aid/medical

services, performing fire protection/procedures, and providing physical yard security.

Control Hazardous Material/Waste. Satisfy all legal requirements for removal, storage and disposal of

hazardous waste. This includes providing segregated storage of Hazardous Material, obtaining all required

State/Federal agency issued hazardous waste generator numbers and disposal documentation.

NAVSEA SI 009-106; The Work Authorization Form Coordinator (WAFCOR) shall be responsible for

the work authorization control process for all Repair Activity (RA) work being performed during the

contract performance period. The WAFCOR shall receive, process, compare, and coordinate all Work

Authorization Forms (WAFs) and Technical Work Documents (TWDs) submitted by RAs in accordance

with the requirements of Volume IV, Chapter 10, of the Joint Fleet Maintenance Manual.

1.3 DELIVERY ORDER REQUIREMENTS

DOs may provide more detailed requirements than those provided in the basic contract award. If a DO does not

provide a specific requirement, the terms and conditions of the basic contract shall apply. Each DO RFP will

include technical documents such as work specifications, standards, drawings, publications or other documents and

statements of work to allow IDIQ-MAC holders to prepare proposals.

Whenever specifications, standards, drawings, publications or other documents are cited without issue number,

revision, date or amendment number identified, the revision, date or amendment in effect as of the date of the DO

shall apply. Wherever specific issue number, revision, date or amendment number for specifications, standards and

publications are specified, the issue specified shall apply.

In the execution of this contract, specific references for individual items and associated referenced technical

documentation shall be identified in each DO. These references may include, but are not limited to, the following

documents:

1. General Specifications for Overhaul of Surface Ships (GSO)

2. General Specifications for Overhaul with the AEGIS Addendum (GSO SUPPL)

3. Military Standards and Military Performance Specifications

4. Technical Manuals

5. Naval Operations (OPNAV) Instructions

6. Commercial and Industry Standards

7. Government Standards, Technical Drawings and Documentation

8. Joint Fleet Maintenance Manual (JFMM)

The Contractor shall comply with all NAVSEA STANDARD ITEMS to be specified in each DO as follows:

All Category I Standard Items shall be invoked in every DO at a minimum without further reference.

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Category II Standard Items shall be referenced in each applicable Work Item and/or Statement of

Work.

The Contractor shall comply with all local requirements in addition to State and Federal Environmental, Safety, and

Health (ESH) regulations.

When necessary, Contract Data Requirement List (CDRL) requirements will be specific to each DO issued under

this contract. These CDRLs will be identified by the Government as a part of the DO solicitation and shall be a

requirement of that particular DO.

1.4 UNSCHEDULED MAINTENANCE:

An essential portion of the IDIQ-MAC scope is the work outside of CNO scheduled availabilities such as scheduled

and unscheduled Emergent Maintenance (EM) and Continuous Maintenance (CM) Availabilities. These

availabilities may require the completion of urgent work that has the potential to become ship disabling on critical

and non-critical systems. In addition to DO performance evaluations related to quality and timeliness, IDIQ-MAC

holders will be evaluated in CPARS based on their ability to meet the following minimum requirements throughout

the IDIQ-MAC’s potential five-year period of performance. If IDIQ-MAC holders are unable to meet any of these

requirements, they must notify the contracting officer within four (4) hours of the initial urgent ship repair

notification. The Government will assess the validity of an IDIQ-MAC holder’s inability to meet these requirements

as well as the frequency of such requests/notifications.

1.4.1 Ship Checks: IDIQ-MAC holders shall conduct ship checks within four (4) hours of notification for work

discovered during execution for a CM/EM when the ship is in port.

1.4.2 Proposals: Within twelve (12) hours of ship check, IDIQ-MAC holders shall provide the Government a

proposal. At a minimum, the proposal shall be of a Class F estimate standard and shall be supplemented

with a brief explanation of proposed cost/price.

1.4.3 Assessment & Preparation: In the event the ship is not in port, but returning to the port, IDIQ-MAC holders

shall have the capabilities to identify potential faults and failure causes prior to the ship’s arrival, conduct

timely assessment of required Repairs, identification and implementation of technically correct repair

plans, accelerated procurement of necessary parts and material, and execution of timely repairs, including

the ability to support around-the-clock repair effort.

1.4.4 Commence shipboard work within twenty four (24) hours of discovery and original notification to the

contractor.

1.5 CRITICAL SYSTEMS

Although not all inclusive, the following is a list of the most common critical systems.

All Ship Class Critical Systems:

Main Reduction Gear (MRG)

Main Reduction Gear (MRG) Lube Oil System

MRG Coupling / Clutches

Shafting and Bearing Systems

Steering Systems

LSD 41/49 & LPD 17 Class Critical Systems:

Main Propulsion Diesel Engine (MPDE)

MPDE Lube Oil System

MPDE Fuel Oil System

Ship Service Diesel Generator (SSDG)

SSDG Lube Oil System & Pedestal Bearings

SSDG Fuel Oil Systems

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LPD17 Class Titanium Piping Systems

Shipboard Central Hydraulics Systems

DDG-51/CG-47/LHD-8/LHA-6 Class Critical Systems:

Gas Turbine Module (GTM) Lube Oil System

GTM Fuel Oil System

Gas Turbine Generator (GTG) Fuel Oil System

SSDG Engine (LHD-8/LHA-6 only)

SSDG Lube Oil Systems (LHD-8/LHA-6 only)

SSDG Fuel Oil Systems(LHD-8/LHA-6 only)

LHD-1-7 Class Critical Systems:

Main Boiler

HP/LP Turbines

Turbine Lube Oil System

SSTG / EDG Engines

Main Steam System (LVL1 material control)

2.0 BASIC CONTRACT DELIVERABLES & REQUIREMENTS

Contractors receiving IDIQ-MAC awards shall submit the following to the RMC Code 400 administrative

contracting officer (ACO) within 30 days of award; with revisions submitted as directed by the RMC ACO or

contract data requirement list (CDRL) requirements.

2.1 QUALITY ASSURANCE MANAGEMENT SYSTEM (in accordance with NAVSEA Standard Item 009-04)

2.2 SAFETY PLAN (in accordance with NAVSEA Standard Item 009-74)

2.3 HEAVY WEATHER PLAN (in accordance with NAVSEA Standard Item 009-69)

2.4 SECURITY PLAN (in accordance with NAVSEA Standard Item 009-72)

2.5 FIRE PREVENTION PLAN (in accordance with NAVSEA Standard Item 009-07)

2.6 24-HOUR POINT OF CONTACT

Within five (5) days of contract award, confirm the person responsible to respond to Government calls within two

(2) hours, 365 days of the year for emergencies. If an IDIQ- MAC holder’s 24-hour point of contact changes at any

time during contract performance, the RMC Code 400 ACO shall be notified, in writing, within 24 hours of the

personnel change with a copy to Code 300 Project Manager.

2.7 Contractors receiving the IDIQ-MAC award(s) shall be required to submit documentation to the RMC Code 400

ACO, with copy to RMC Code 300 and 200, describing the capabilities of the piers and dry-docks for which they

have ownership or committed access to (via a teaming or resource sharing agreement) in the Norfolk, VA homeport

within five (5) days of the IDIQ-MAC award. The documentation shall list the ship classes the contractor has

determined their piers and dry-docks can accommodate. This information shall, at minimum, include the following:

Pier Facilities

Min depth at Mean Low Water (MLW)

Electric Power AMPS & Volts capacity

Saltwater Gallons /Minute & pounds per square inch gauge capacity

Potable Water Gallons /Minute & pounds per square inch gauge capacity

Shore Steam pounds per square inch gauge and cubic feet / minute minimum flow capacity

Compressed Air pounds per square inch gauge and cubic feet / minute minimum flow capacity

Number of Telephone Lines connected to municipal telephone system

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Gallons /Day effluent & Gallons /Day waste water, accommodation and disposal capacity

Access to T-1 Non-secure Internet Protocol Router Network (NIPRNET) and Secure Internet Protocol Router

Network (SIPRNET) service

Any Special Accommodations necessary to berth a specific class

Dry Dock Facilities

The classes covered by each dry docks MIL-STD-1625D(SH) dated 27 August 2009 certification (or latest

revision)

Any Special Accommodations necessary to dry-dock a specific class

3.0 DELIVERY ORDER MODIFICATIONS

Unless a DO specifies otherwise, the following processes shall be strictly followed. Adherence to the process will

be assessed and documented, as applicable, in an offeror’s past performance evaluations (e.g. CPARS, and future

DO proposals).

3.1 IDENTIFICATION OF CONDITION FOUND

In accordance with the requirements of NAVSEA Standard Item 009-01, the contractor shall identify needed repairs

and recommend corrective action during DO performance for work/deficiencies discovered which are not covered

by the existing work package. For conditions to impact the critical path(s) /controlling item(s), the contractor shall

notify the government via electronic media within 24-hours of discovery. This initial notification need not include

all content required for a Condition Found Report (CFR), but must include a description of the condition/deficiency

and an estimated timeframe for the offeror’s professional recommendation for resolution, which shall not exceed

five (5) days as specified below. Recommended repairs and corrective actions shall be submitted to the Government

in the form of a CFR (intended to represent the “Work Request” described in DFARS 252.217-7028) per CDRL

A002.

3.2 NOTIFICATION TO GOVERNMENT

CFRs shall be submitted through the Navy Maintenance Database Re-platform (NMDR) within five (5) working

days of discovery of the condition. At a minimum, the CFR will include the following:

(1) Identify contract, DO, ship, and hull number

(2) Serialized by CFR number

(3) Identification of the applicable Work Item number

(4) Date requirement was discovered

(5) Description of the work requirement

(6) Specific location of the work

(7) Recommendation for corrective action

(8) Recommendation for the appropriate/best time to accomplish the work (i.e. during current availability

with or without schedule change, future CNO or Continuous Maintenance Availability). Provide

supporting rationale for the recommendation, such as cost efficiencies, availability of work force,

availability of material, premium expenditures, etc.

(9) Identification of related changes, if any, to the internal milestones and production and contract

completion dates.

3.3 GOVERNMENT REVIEW AND RESPONSE TO CFR

The Maintenance Team shall review the CFR. If the CFR is inadequate or incomplete, it will be rejected with time

continuing to accrue (relative to 5-day requirement). As appropriate, the Government and contractor will need to

meet, conduct ship checks and/or discuss the recommendation for corrective action further to determine the full

scope of work required prior to final approval of the CFR. The contractor's accuracy reflected in the CFRs

submitted may be evaluated in CPARS and utilized for past performance ratings on future DOs.

3.4 REQUEST FOR CONTRACT CHANGE

When the requirement is validated and fully scoped, the Government will generate a Request for Contract Change

(RCC) and the ACO will request a proposal from the contractor.

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The contractor shall provide all Change Order Price Analysis (COPA) proposals to the contracting officer in

response to RCCs within three (3) business days. A COPA addressing a change to a FFP delivery order shall

include at a minimum:

a. Labor hours to be performed by the Prime Contractor ___________

b. Subcontractor Quote* (If applicable) $__________

c. Material Quote* (If applicable) $__________

d. Mark-up (If applicable) $__________

*Documentation must accompany the COPA for the COPA to be considered submitted to the ACO.

If circumstances arise where the contractor is unable to submit a COPA within three (3) business days, the

contractor shall notify the Government in writing of the specific circumstances and provide a date in which a COPA

proposal will be submitted. Notification of late submission of a COPA proposal does not exempt the contractor

from meeting the three (3) business day requirement, but will be considered by the Government when conducting a

CPARS evaluation. The contractor’s timeliness in submitting COPAs in response to RCCs may be evaluated in

CPARS and utilized for past performance ratings on future DOs.

3.5 MODIFICATION NEGOTIATION

Once the Government receives the contractor’s proposal, it will evaluate and negotiate it in accordance with

applicable Agency regulations and policies. If necessary, the Government may issue unilateral modifications to

accomplish required work using the pre-priced labor and material rates as specified in individual DOs.

4.0 SECURITY REQUIREMENTS

Contractor personnel shall comply with all current badging and security procedures required to gain access to any

Government site (e.g. Rapid Gate). Access to Naval Installations sites may only be gained by obtaining a badge

(either permanent or temporary) from the security office. It is the contractor’s responsibility to check for and obtain

changes and updated information at each installation on a continual basis. Further information can be found at:

https://www.cnic.navy.mil/regions/cnrma/om/contractor_verification_system.html and at MARMC website:

http://www.navsea.navy.mil/MARMC/default.aspx

5.0 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

Except as specified in the paragraph below, no order, statement, or conduct of Government personnel who visit the

Contractor's facilities or in any other manner communicates with Contractor personnel during the performance of

this contract shall constitute a change under the "Changes" clause of this contract.

The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in

writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this

contract.

The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract

and, notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the

Contracting Officer 's. In the event the contractor effects any change at the direction of any person other than the

Contracting Officer, the change will be considered to have been made without authority and no adjustment will be

made in the contract price and/or schedule to cover any increase in charges incurred as a result thereof.

If the contractor believes it has been directed to perform work outside the scope of the contract, it must notify the

Contracting Officer immediately.

6.0 GOVERNMENT INFORMATION TECHNOLOGY SITES

The successful offeror will be required to have access to and use Navy Maintenance Database Re-platform

(NMDR), Naval Ships Engineering Drawing Repository (NSEDR), Electronic Departures from Specifications

(EDFS), and other logistic support required throughout the administration of this contract per the CDRLs and

standard items invoked at the time of delivery order issuance.

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Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions NOV 2013

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees MAY 2014

52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006

52.203-7 Anti-Kickback Procedures MAY 2014

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014

52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct APR 2010

52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

APR 2014

52.204-2 Security Requirements AUG 1996

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011

52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

JUL 2013

52.204-12 Data Universal Numbering System Number Maintenance DEC 2012

52.204-13 System for Award Management Maintenance JUL 2013

52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for

Debarment

AUG 2013

52.209-9 Updates of Publicly Available Information Regarding

Responsibility Matters

JUL 2013

52.209-10 Prohibition on Contracting With Inverted Domestic

Corporations

DEC 2014

52.210-1 Market Research APR 2011

52.211-5 Material Requirements AUG 2000

52.211-15 Defense Priority And Allocation Requirements APR 2008

52.215-2 Audit and Records--Negotiation OCT 2010

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

AUG 2011

52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010

52.215-14 Integrity of Unit Prices OCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

OCT 2010

52.216-7 Allowable Cost And Payment JUN 2013

52.216-8 Fixed Fee JUN 2011

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52.219-4 Notice of Price Evaluation Preference for HUBZone Small

Business Concerns

OCT 2014

52.219-8 Utilization of Small Business Concerns OCT 2014

52.219-9 Small Business Subcontracting Plan OCT 2014

52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999

52.219-28 Post-Award Small Business Program Rerepresentation JUL 2013

52.222-1 Notice To The Government Of Labor Disputes FEB 1997

52.222-2 Payment For Overtime Premiums JUL 1990

52.222-3 Convict Labor JUN 2003

52.222-4 Contract Work Hours and Safety Standards- Overtime

Compensation

MAY 2014

52.222-19 Child Labor -- Cooperation with Authorities and Remedies JAN 2014

52.222-20 Contracts for Materials, Supplies, Articles, and Equipment

Exceeding $15,000

MAY 2014

52.222-21 Prohibition Of Segregated Facilities FEB 1999

52.222-26 Equal Opportunity MAR 2007

52.222-35 Equal Opportunity for Veterans JUL 2014

52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014

52.222-37 Employment Reports on Veterans JUL 2014

52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015

52.222-54 Employment Eligibility Verification AUG 2013

52.223-3 Hazardous Material Identification And Material Safety Data JAN 1997

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011

52.223-6 Drug-Free Workplace MAY 2001

52.223-10 Waste Reduction Program MAY 2011

52.223-11 Ozone-Depleting Substances MAY 2001

52.223-12 Refrigeration Equipment and Air Conditioners MAY 1995

52.223-15 Energy Efficiency in Energy-Consuming Products DEC 2007

52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.223-19 Compliance with Environmental Management Systems MAY 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

52.227-1 Authorization and Consent DEC 2007

52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.228-5 Insurance - Work On A Government Installation JAN 1997

52.228-7 Insurance--Liability To Third Persons MAR 1996

52.229-3 Federal, State And Local Taxes FEB 2013

52.229-4 Federal, State, And Local Taxes (State and Local

Adjustments)

FEB 2013

52.230-2 Cost Accounting Standards MAY 2014

52.230-3 Disclosure And Consistency Of Cost Accounting Practices MAY 2014

52.230-6 Administration of Cost Accounting Standards JUN 2010

52.232-1 Payments APR 1984

52.232-8 Discounts For Prompt Payment FEB 2002

52.232-9 Limitation On Withholding Of Payments APR 1984

52.232-11 Extras APR 1984

52.232-17 Interest MAY 2014

52.232-20 Limitation Of Cost APR 1984

52.232-23 Assignment Of Claims MAY 2014

52.232-25 Prompt Payment JUL 2013

52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

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52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Alt I Disputes (May 2014) - Alternate I DEC 1991

52.233-3 Protest After Award AUG 1996

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.242-2 Production Progress Reports APR 1991

52.242-3 Penalties for Unallowable Costs MAY 2014

52.242-4 Certification of Final Indirect Costs JAN 1997

52.242-13 Bankruptcy JUL 1995

52.243-1 Changes--Fixed Price AUG 1987

52.243-2 Changes--Cost-Reimbursement AUG 1987

52.244-2 Subcontracts OCT 2010

52.244-5 Competition In Subcontracting DEC 1996

52.244-6 Subcontracts for Commercial Items MAR 2015

52.245-1 Government Property APR 2012

52.245-9 Use And Charges APR 2012

52.246-24 Limitation Of Liability--High-Value Items FEB 1997

52.247-63 Preference For U.S. Flag Air Carriers JUN 2003

52.247-68 Report of Shipment (REPSHIP) FEB 2006

52.248-1 Value Engineering OCT 2010

52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

APR 2012

52.249-6 Termination (Cost Reimbursement) MAY 2004

52.249-8 Default (Fixed-Price Supply & Service) APR 1984

52.249-14 Excusable Delays APR 1984

52.251-1 Government Supply Sources APR 2012

52.253-1 Computer Generated Forms JAN 1991

252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013

252.203-7003 Agency Office of the Inspector General DEC 2012

252.203-7004 Display of Fraud Hotline Poster(s) JAN 2015

252.204-7000 Disclosure Of Information AUG 2013

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7005 Oral Attestation of Security Responsibilities NOV 2001

252.204-7012 Safeguarding of Unclassified Controlled Technical

Information

NOV 2013

252.204-7015 Disclosure of Information to Litigation Support Contractors FEB 2014

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of

Terrorism

DEC 2014

252.209-7010 Critical Safety Items AUG 2011

252.211-7003 Item Unique Identification and Valuation DEC 2013

252.211-7005 Substitutions for Military or Federal Specifications and

Standards

NOV 2005

252.211-7006 Passive Radio Frequency Identification SEP 2011

252.211-7007 Reporting of Government-Furnished Property AUG 2012

252.211-7008 Use of Government-Assigned Serial Numbers SEP 2010

252.215-7000 Pricing Adjustments DEC 2012

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252.215-7002 Cost Estimating System Requirements DEC 2012

252.217-7003 Changes DEC 1991

252.217-7005 Inspection and Manner of Doing Work JUL 2009

252.217-7006 Title DEC 1991

252.217-7008 Bonds DEC 1991

252.217-7009 Default DEC 1991

252.217-7010 Performance JUL 2009

252.217-7011 Access to Vessel DEC 1991

252.217-7012 Liability and Insurance AUG 2003

252.217-7013 Guarantees DEC 1991

252.217-7014 Discharge of Liens DEC 1991

252.217-7015 Safety and Health DEC 1991

252.217-7016 Plant Protection DEC 1991

252.217-7027 Contract Definitization DEC 2012

252.217-7028 Over And Above Work DEC 1991

252.219-7003 Small Business Subcontracting Plan (DOD Contracts) OCT 2014

252.223-7001 Hazard Warning Labels DEC 1991

252.223-7004 Drug Free Work Force SEP 1988

252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or

Hazardous Materials

SEP 2014

252.223-7008 Prohibition of Hexavalent Chromium JUN 2013

252.225-7001 Buy American And Balance Of Payments Program-- Basic

(Nov 2014)

NOV 2014

252.225-7002 Qualifying Country Sources As Subcontractors DEC 2012

252.225-7004 Report of Intended Performance Outside the United States

and Canada--Submission after Award

OCT 2010

252.225-7008 Restriction on Acquisition of Specialty Metals MAR 2013

252.225-7012 Preference For Certain Domestic Commodities FEB 2013

252.225-7013 Duty-Free Entry--Basic (Nov 2014) NOV 2014

252.225-7015 Restriction on Acquisition of Hand Or Measuring Tools JUN 2005

252.225-7016 Restriction On Acquisition Of Ball and Roller Bearings JUN 2011

252.225-7019 Restriction on Acquisition of Anchor and Mooring Chain DEC 2009

252.225-7021 Trade Agreements--Basic (Nov 2014) NOV 2014

252.225-7025 Restriction on Acquisition of Forgings DEC 2009

252.225-7030 Restriction On Acquisition Of Carbon, Alloy, And Armor

Steel Plate

DEC 2006

252.225-7036 Buy American--Free Trade Agreement--Balance of Payments

Program--Basic (Nov 2014)

NOV 2014

252.225-7038 Restriction on Acquisition of Air Circuit Breakers JUN 2005

252.225-7048 Export-Controlled Items JUN 2013

252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business

Concerns

SEP 2004

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014

252.227-7015 Technical Data--Commercial Items FEB 2014

252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7030 Technical Data--Withholding Of Payment MAR 2000

252.227-7037 Validation of Restrictive Markings on Technical Data JUN 2013

252.231-7000 Supplemental Cost Principles DEC 1991

252.232-7010 Levies on Contract Payments DEC 2006

252.242-7004 Material Management And Accounting System MAY 2011

252.242-7005 Contractor Business Systems FEB 2012

252.242-7006 Accounting System Administration FEB 2012

252.243-7001 Pricing Of Contract Modifications DEC 1991

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252.243-7002 Requests for Equitable Adjustment DEC 2012

252.244-7000 Subcontracts for Commercial Items JUN 2013

252.244-7001 Contractor Purchasing System Administration MAY 2014

252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

252.245-7002 Reporting Loss of Government Property APR 2012

252.245-7003 Contractor Property Management System Administration APR 2012

252.245-7004 Reporting, Reutilization, and Disposal MAY 2013

252.246-7003 Notification of Potential Safety Issues JUN 2013

252.247-7021 Returnable Containers Other Than Cylinders MAY 1995

252.247-7023 Transportation of Supplies by Sea APR 2014

252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

252.251-7000 Ordering From Government Supply Sources AUG 2012

CLAUSES INCORPORATED BY FULL TEXT

52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of

less than $10,000 (per Base Period), the Government is not obligated to purchase, nor is the Contractor obligated to

furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $250,000,000;

(2) Any order for a combination of items in excess of $250,000,000 (for each contract); or

(3) A series of orders from the same ordering office within 3 (three) days that together call for quantities exceeding

the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal

Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the

Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum

order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 2 (two) days

after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the

reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

NOTE: Maximum contract ceiling (dollar amount) is between all IDIQ-MAC holders for the Surface Combatants

contract (CG 47 and DDG 51class ships) and between all IDIQ-MAC holders for the Amphibious contract (LPD,

LSD, LHA, and LHD class ships) will be established at time of award.

(End of clause)

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in

the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not

purchased by this contract.

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(End of clause)

52.234-1 INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE PRODUCTION ACT TITLE III

(DEC 1994)

(a) Definitions.

"Title III industrial resource" means materials, services, processes, or manufacturing equipment (including the

processes, technologies, and ancillary services for the use of such equipment) established or maintained under the

authority of Title III, Defense Production Act (50 U.S.C. App. 2091-2093)..

"Title III project contractor" means a contractor that has received assistance for the development or manufacture of

an industrial resource under 50 U.S.C. App. 2091-2093, Defense Production Act.

(b) The Contractor shall refer any request from a Title III project contractor for testing and qualification of a Title III

industrial resource to the Contracting Officer.

(c) Upon the direction of the Contracting Officer, the Contractor shall test Title III industrial resources for

qualification. The Contractor shall provide the test results to the Defense Production Act Office, Title III Program,

located at Wright Patterson Air Force Base, Ohio 45433-7739.

(d) When the Contracting Officer modifies the contract to direct testing pursuant to this clause, the Government will

provide the Title III industrial resource to be tested and will make an equitable adjustment in the contract for the

costs of testing and qualification of the Title III industrial resource.

(e) The Contractor agrees to insert the substance of this clause, including paragraph (e), in every subcontract issued

in performance of this contract.

(End of clause)

52.243-6 CHANGE ORDER ACCOUNTING (APR 1984) (MODIFIED)

The Contracting Officer requires change order accounting whenever the estimated cost of a change or series of

related changes exceeds $100,000. The Contractor, for each change or series of related changes, shall maintain

separate accounts, by job order or other suitable accounting procedure, of all incurred segregable, direct costs (less

allocable credits) of work, both changed and not changed, allocable to the change. The Contracting Officer may

require the Contractor to provide the same change order accounting for orders under $100,000, as directed. The

Contractor shall maintain such accounts until the parties agree to an equitable adjustment for the changes ordered by

the Contracting Officer or the matter is conclusively disposed of in accordance with the Disputes clause.

(End of clause)

52.243-7 NOTIFICATION OF CHANGES (APR 1984)

(a) Definitions.

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

"Specifically authorized representative (SAR)," as used in this clause, means any person the Contracting Officer has

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so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this

subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the

Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and

signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing,

within 3 calendar days from the date that the Contractor identifies any Government conduct (including actions,

inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and

conditions. On the basis of the most accurate information available to the Contractor, the notice shall state--

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

(2) The name, function, and activity of each Government individual and Contractor official or employee involved in

or knowledgeable about such conduct;

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

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

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment

under this clause, including--

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

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

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on

continued performance have been or may be caused by the alleged change;

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

estimated; and

(6) The Contractor's estimate of the time by which the Government must respond to the Contractor's notice to

minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall

diligently continue performance of this contract to the maximum extent possible in accordance with its terms and

conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a

communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue

performance; provided, however, that if the Contractor regards the direction or communication as a change as

described in (b) above, notice shall be given in the manner provided. All directions, communications,

interpretations, orders and similar actions of the SAR shall be reduced to writing and copies furnished to the

Contractor and to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds the

authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within 3 calendar days after receipt of notice,

respond to the notice in writing. In responding, the Contracting Officer shall either--

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

mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the

mode of further performance; or

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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.

Note: The phrases “contract price” and “cost” wherever they appear in the clause, may be appropriately modified to

apply to cost-reimbursement or incentive contracts, or to combinations thereof.

(End of clause)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in

full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may

be accessed electronically at this address: http://www.acquisition.gov/far

(End of clause)

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an

authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (48 CFR

Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of

the regulation.

(End of clause)

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6. ISSUED BY CODE

N00024-16-D-4411

1. CONTRACT/P URCH. ORDER/ AGREEMENT NO.

N00024

2. DELIVERY ORDER/ CALL NO.

N0002417F4138

43PAGE 1 OF

5. P RIORITY

DO-A3

CODE N50054

8. DELIVERY FOBDEST INAT IONOT HER

(See Schedule if other)

ORDER FOR SUPPLIES OR SERVICES

3. DATE OF ORDER/CALL

2017 Sep 07

4. REQ./ P URCH. REQUEST NO.

1300670009

MID-ATLANTIC REGIONAL MAINTENANCE CENTERCODE 400, 9727 AVIONICS LOOP,NAVAL STATION NORFOLKNORFOLK VA 23511-2124

X

NAVAL SEA SYSTEMS COMMAND1333 ISAAC HULL AVE SEWASHINGTON NAVY Y ARD DC 20376-2030

7. ADMINIST ERED BY (if other than 6)

( YYYYMMMDD)

10. DELIVER TO FOB P OINT BY (Date)( YYYYMMMDD)

BAE SYSTEMS NORFOLK SHIP REPAIR INC.T.M. SEITZ JR750 W BERKLEY AVENORFOLK VA 23523-1032

CODE 072439. CONT RACT OR FACILIT Y

SEE SCHEDULE12. DISCOUNT TERMS

MARK IF BUSINESS IS11.SMALL

SMALLDISADVANTAGEDWOMEN-OWNED

13. MAIL INVOICES T O T HE ADDRESS IN BLOCKSee Item 15

25. T OT AL $13,496,933.00

MID-ATLANTIC REGIONAL MAINTENANCE CENTERAPRIL SHUPECODE 411, 9727 AVIONICS LOOPNORFOLK VA 23511-2124

X

17. ACCOUNT ING AND APPROPRIAT ION DAT A/ LOCAL USE

CODE

18. IT EM NO. 19. SCHEDULE OF SUPPLIES/ SERVICES

* If quantity accepted by the Government is same as

quantity accepted below quantity ordered and encircle.

DELIVERY/16.

14. SHIP T O

See Schedule

N50054 N50054

MARK ALLPACKAGES AND

PAPERS WITH IDENTIFICATIO N

NUMBERS INBLO CKS 1 AND 2.

23. AMOUNT

15. PAYMENT WILL BE MADE BY CODEINDIVIDUAL ORDERSTO BE CITED ON INDIVIDUAL ORDERS AA

This delivery order/call is issued on another Government agency or in accordance with and subject to terms and conditions of above numbered contract.T YPE CALL

OF PURCHASEORDER

SEE SCHEDULE24. UNITED STATES OF AMERICA

TEL: 202-781-2486

EMAIL: [email protected]

CONTRACTING / ORDERING OFFICER

quantity ordered, indicate by X. If different, enter actual

BY: SHEILA M UTZ

If this box is marked, supplier must sign Acceptance and return the following number of copies:

NAME OF CONT RACT OR SIGNAT URE T YPED NAME AND T IT LE( YYYYMMMDD)

DAT E SIGNED

ACCEPT ANCE. T HE CONT RACT OR HEREBY ACCEPT S T HE OFFER REPRESENT ED BY T HE NUMBERED PURCHASE ORDER AS IT MAY PREVIOUSLY HAVE BEEN OR IS NOW MODIFIED, SUBJECT T O ALL OF T HE T ERMSAND CONDIT IONS SET FORT H, AND AGREES T O PERFORM T HE SAME.

Reference your quote dated

Furnish the following on terms specified herein. REF:

20. QUANT IT YORDERED/ACCEPT ED*

21. UNIT 22. UNIT PRICE

DIFFERENCES26.

INSPECT ED RECEIVED ACCEPT ED, AND CONFORMS T O T HECONT RACT EXCEPT AS NOT ED

27a. QUANT IT Y IN COLUMN 20 HAS BEEN

( YYYYMMMDD)c. DAT E d. PRINT ED NAME AND T IT LE OF AUT HORIZED

GOVERNMENT REPRESENT AT IVEb. SIGNAT URE OF AUT HORIZED GOVERNMENT REPRESENT AT IVE

e. MAILING ADDRESS OF AUT HORIZED GOVERNMENT REPRESENT AT IVE

36. I certify this account is correct and proper for payment.

g. E-MAIL ADDRESSf. T ELEPHONE NUMBER

a. DAT E( YYYYMMMDD)

b. SIGNAT URE AND T IT LE OF CERT IFYING OFFICER

28. SHIP NO. 29. DO VOUCHER NO. 30.INIT IALS

32. PAID BY 33. AMOUNT VERIFIEDCORRECT FOR

35. BILL OF LADING NO.

34. CHECK NUMBER

37. RECEIVED AT 38. RECEIVED BY ( YYYYMMMDD)

31. PAYMENT

COMPLET EPART IALFINAL

PART IALFINAL

DD Form 1155, DEC

39. DAT E RECEIVED 40. T OT ALCONT AINERS

41. S/R ACCOUNT NO. 42. S/R VOUCHER NO.

ADDRESSANDNAME

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Section A - Solicitation/Contract Form All terms and conditions of the basic contract and options apply.

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Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004

USS BATAAN (LHD 5) Availability FFP

$0.00

FFP See work items in Attachment J-5 for reference.

NET AMT $0.00

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004BA

TYCOM FFP

1 Lot $ $

See work items in Attachment J-5 for reference. FOB: Destination PURCHASE REQUEST NUMBER: 1300670009

NET AMT $ ACRN AA

CIN: 130067000900001

$

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004BB

TYCOM FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004CA

NAVSEA/PMS407 FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004CB

NAVSEA/PMS407 FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004CC

NAVSEA/PMS407 FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004CD

NAVSEA/PMS407 FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004CE

NAVSEA/PMS407 FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004CF

NAVSEA/PMS407 FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004CG

NAVSEA/PMS407 FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004DA

HABITABILITY FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

.

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004DB

HABITABILITY FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004DD

HABITABILITY FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004DE

HABITABILITY FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004FA

NSWC PHD FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004GA

NAVAIR FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004HA

SPAWAR FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004JA

SPAWAR FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004KA

NAVAIR FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004LA

SPAWAR FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004MA

SPAWAR FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004NA

NAVAIR FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004PA

SPAWAR FFP

1 Lot $658.00 $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

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ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004QA

BARGELANT FFP

1 Lot $ $

OPTION See work items in Attachment J-5 for reference. FOB: Destination

NET AMT $

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT CLIN Number 0004RA

PRORATES FFP

1 Lot $ $

See work items in Attachment J-5 for reference. FOB: Destination PURCHASE REQUEST NUMBER: 1300670009

NET AMT $ ACRN AA

CIN: 130067000900001

$

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Material Burden Rate

OPTION ITEMS: The following work items will be incorporated into the delivery order as option items under CLIN 0004. Offerors shall include pricing for all option items under Work-item level breakdown spreadsheet (attachment J-5). Option items are evaluated as part of total price under CLIN 0004.

SubCLIN WI WI SUMMARY A - Date

0004BB 130-11-001 Uptake; repair A - 20

0004BB 221-11-002 Main Propulsion Boiler Safety Valve; repair A - 20

0004BB 221-12-002 Main Boiler Soot Blower Piping Ultrasonic Test (UT) Inspection (P-1); accomplish A - 20

0004BB 221-21-001 Number One Boiler Feedwater Control Valve and Controller (Leslie); repair and test A - 20

0004BB 244-12-001 Main Propulsion Line Shaft Bearing (LSB) Alignment; accomplish A - 20

0004BB 251-21-001 Port Use Fan (PUF) Expansion Joint; replace A - 20

0004BB 253-11-001 Main Steam Valve Electric Motor Actuator (Limitorque); repair A - 20

0004BB 255-11-004 1A and 1B Main Feed Pump Recirculation Piping (P-1); repair A - 20

0004BB 255-12-001 2A and 2B Main Feed Pump Recirculation Piping (P-1); repair A - 20

0004BB 255-31-001 Numbers 1A and 1B Main Feed Booster Pump; repair A - 20

0004BB 255-51-001 Number 1B Main Condensate Pump; repair A - 20

0004BB 255-52-001 Number 2B Main Condensate Pump; repair A - 20

0004BB 255-60-001 Ships Service Turbine Generator (SSTG) Auxiliary Condensate Pump; overhaul A - 20

0004BB 255-60-002 Ships Service Turbine Generator (SSTG) Auxiliary Condensate Pump; repair A - 20

0004BB 258-12-002 High Pressure Steam Drain Valve; replace (Level I) A - 20

0004BB 261-24-001 2B Fuel Oil Service Pump; repair A - 20

0004BB 262-41-001 Numbers 1A and 1B Main Lube Oil Pump and Motor; repair A - 20

0004BB 262-42-001 Numbers 2A and 2B Main Lube Oil Pump and Motor; repair A - 20

0004BB 311-11-001 Ships Service Turbine Generator (SSTG) Trip Throttle Valve; repair A - 20

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0004BB 324-80-002 ShipAlt LHD5-70110D, Relocate Automatic Bus Transfer (ABT) 60-P-ABT-1-75-2; accomplish A - 20

0004BB 341-10-001 Ship Service Turbine Generator (SSTG) Auxiliary Lube Oil Pump and Motor; repair A - 20

0004BB 505-11-001 Silicon Aluminum Bronze (SAB) Union Fittings; inspect and replace A - 20

0004BB 534-11-002 600 PSI Auxiliary Steam System Valve; replace (P-1) A - 20

0004BB 534-11-003 Auxiliary Steam Valve; replace A - 20 0004BB 542-21-001 JP-5 Service Pump; repair A - 20

0004BB 584-21-002 Stern Gate Lower Hydraulic Cylinder Assembly; repair A - 20

0004BB 593-11-002 Macerator Pump; repair A - 20

0004BB 980-11-001 Light-Off Discrepancy Correction Assistance; provide A - 20

0004BB 980-80-004 AER LHD5-76101D, Replace Dossert Lug Connectors (MSA) Installation, Alteration Installation Team (AIT) Support Service; provide A - 20

0004BB 982-21-001 Machinery Space Production Completion and Requirement for Light-Off Assessment (LOA)(Complex); accomplish A - 20

0004BB 982-31-001 Dock Trial, Fast Cruise, and Sea Trial; accomplish A - 20

0004BB 110-11-001 Structural repairs; accomplish A - 20 0004BB 110-11-002 Structural repair; accomplish A - 20 0004BB 110-21-001 Shell Plating; repair A - 20 0004BB 120-11-001 Bulkhead; repair A - 20 0004BB 120-11-002 Bulkhead; repair A - 20

0004BB 123-10-001 Tanks and Voids Open, Pump, Clean and Gas Free; accomplish A - 20

0004BB 123-11-001 Fuel/Ballast Tank; repair and preserve A - 20

0004BB 123-11-004 Tank Bolting Ring; preserve A - 20

0004BB 123-12-001 JP-5 Storage Tank; repair and preserve A - 20

0004BB 123-13-001 Fresh Water Drain Collecting Tank; preserve A - 20

0004BB 123-16-001 Ballast Tank; repair and preserve A - 20

0004BB 123-17-001 Oily Waste Tank; repair and preserve A - 20

0004BB 123-17-002 Oily Waste Tank Manhole Cover Bolting Ring; preserve A - 20

0004BB 123-19-001 Collection, Holding and Transfer (CHT) Tank; repair and preserve A - 20

0004BB 123-21-001 Void; repair and preserve A - 20 0004BB 123-46-001 Structural; repair A - 20

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0004BB 130-11-002 Deck; repair A - 20 0004BB 130-11-003 Deck; repair A - 20 0004BB 130-11-004 Deck; repair A - 20 0004BB 167-11-001 Structural Door Assembly; replace A - 20

0004BB 169-11-001 Balloon Inflation Room Roller Door; replace A - 20

0004BB 231-12-001 Number 2 Low Pressure (LP) Turbine Journal Bearing; inspect A - 20

0004BB 241-11-001 Number One Main Reduction Gear (MRG) First Reduction Pinion Low Pressure Forward Bearing; inspect and repair A - 20

0004BB 241-12-001 Number 2 Main Reduction Gear (MRG) Second Reduction Pinion Low Pressure AFT Bearing; inspect and repair A - 20

0004BB 243-10-001 Stern Tube Shaft Seal; repair A - 20

0004BB 243-11-001 Bulkhead Shaft Seal Assembly; replace A - 20

0004BB 243-12-001 Bulkhead Shaft Seal Assembly; replace A - 20

0004BB 251-52-001 Boiler Combustion Air Intake; repair and preserve A - 20

0004BB 254-11-002 Number One Main Condenser Shell Ultrasonic Thickness Inspection; accomplish A - 20

0004BB 254-11-003 Main Condenser; clean, inspect, and repair A - 20

0004BB 254-12-001 Main Condenser; clean, inspect, and repair A - 20

0004BB 254-20-001 Auxiliary Condenser; clean and inspect A - 20

0004BB 254-21-001 Number One Ship's Service Turbine Generator Auxiliary Condenser Shell Ultrasonic Thickness Inspection; accomplish A - 20

0004BB 254-22-001 Number 2 Ship's Service Turbine Generator Auxiliary Condenser Shell Ultrasonic Thickness Inspection; accomplish A - 20

0004BB 254-23-001 Number 3 Ship's Service Turbine Generator Auxiliary Condenser Shell Ultrasonic Thickness Inspection; accomplish A - 20

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0004BB 254-24-001 Number 4 Ship's Service Turbine Generator Auxiliary Condenser Shell Ultrasonic Thickness Inspection; accomplish A - 20

0004BB 254-25-001 Number 5 Ship's Service Turbine Generator Auxiliary Condenser Shell Ultrasonic Thickness Inspection; accomplish A - 20

0004BB 255-20-001 Numbers 1A and 2A Steam Turbine Main Feed Pump (MFP); repair A - 20

0004BB 255-35-001 Emergency Feed and Transfer Pump Number 2; repair A - 20

0004BB 255-35-002 Emergency Feed and Transfer Pump Number One; repair A - 20

0004BB 256-10-001 Auxiliary Sea Water Valve Remote Operating Assembly; repair A - 20

0004BB 256-10-002 Auxiliary Sea Water Valve Remote Operating Assembly; repair A - 20

0004BB 256-11-001 Number One Main Condenser Scoop Check Valve; repair A - 20

0004BB 258-12-001 High Pressure Drain Cross Connect Remote Operating Assembly; repair A - 20

0004BB 261-20-001 Fuel Oil Service Pump Motor Controller; repair A - 20

0004BB 264-30-001 Purifier Steam Heater, Lube Oil Purifier Number One and 2; clean and repair A - 20

0004BB 311-10-001 Ship Service Turbine Generator (SSTG) Labyrinth Seal; replace A - 20

0004BB 313-80-001 ShipAlt LHD5-82230D, Material Handling Equipment (MHE) Battery Charger Replacement; accomplish A - 20

0004BB 433-11-001 5MC Loudspeaker and Foundation; repair A - 20

0004BB 474-11-001 Mk 137 Launcher Foundation and Platform; repair A - 20

0004BB 474-11-002 Mk 137 Launcher Foundation and Platform; repair A - 20

0004BB 474-11-003 Mk 137 Launcher Foundation and Platform; repair A - 20

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0004BB 512-11-001 Exhaust Ventilation; clean A - 20 0004BB 512-11-002 Filter Plenum CPS Fan Room; repair A - 20 0004BB 512-11-003 Ducting, Ventilation; repair A - 20 0004BB 512-11-004 Exhaust Vent Fan Motor; repair A - 20 0004BB 512-11-005 Galley Vent Cleaning; accomplish A - 20 0004BB 512-11-006 Ducting, Ventilation; repair A - 20 0004BB 512-11-007 Ventilation Heater; replace A - 20 0004BB 512-11-009 Ducting, Ventilation; repair A - 20

0004BB 514-20-001 Air Conditioning Plant Condenser; clean and inspect A - 20

0004BB 514-20-002 Air Conditioning Plant Condenser; clean and inspect A - 20

0004BB 514-20-003 Air Conditioning Plant Condenser; clean and inspect A - 20

0004BB 514-21-001 Air Conditioning Plant Condenser Water Control Valve; repair A - 20

0004BB 516-11-001 Ship Service Refrigeration Plant Condenser; clean A - 20

0004BB 521-11-001 Firemain System Piping Weld Joint; repair A - 20

0004BB 521-21-002 Fire Pump Motor; Repair A - 20

0004BB 523-11-001 Countermeasure Washdown (CMWD) Flush Deck Nozzle; replace A - 20

0004BB 524-11-001 Number 2 Ships Service Turbine Generator Cooling Water Piping; replace A - 20

0004BB 529-11-001 Oily Waste Transfer Piping; replace A - 20 0004BB 529-11-002 Oily Waste Transfer Piping; replace A - 20

0004BB 529-11-003 Number 3 Oily Waste Transfer Pump Suction Piping; replace A - 20

0004BB 529-31-001 Deballast Unloader Vent Silencer; replace A - 20

0004BB 529-61-001 Numbers 3 and 4 Deballast Air Compressor (DBAC) Motor; repair A - 20

0004BB 529-61-002 Number One Deballast Air Compressor (DBAC); repair A - 20

0004BB 529-61-003 Numbers 5 and 6 Deballast Air Compressor (DBAC) Motor; repair A - 20

0004BB 531-10-001 Distilling Plant Feedwater Heater; clean and inspect A - 20

0004BB 533-11-001 Potable Water Piping; replace A - 20

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0004BB 533-11-003 Hot Water Heater Repairs; accomplish A - 20

0004BB 534-11-001 Auxiliary Steam Valve Electric Motor Actuator; repair A - 20

0004BB 535-11-001 Port Shore Steam Cutout Valve and Piping; replace A - 20

0004BB 535-11-002 Starboard Shore Steam Cutout Valve and Piping; replace A - 20

0004BB 541-11-002 Fuel Oil Stripping Piping; replace A - 20

0004BB 542-22-001 Number One Jet Fuel Oil Purifier; overhaul A - 20

0004BB 542-31-001 Mogas Jettison Cable; replace A - 20

0004BB 551-31-001 Electronic Dry Air Dehydrator; overhaul A - 20

0004BB 551-31-002 Electronic Dry Air Dehydrator; overhaul A - 20

0004BB 551-51-001 High Pressure Air Compressors (HPAC); repair A - 20

0004BB 551-53-001 Low Pressure Air Compressor (LPAC); repair A - 20

0004BB 555-12-001 AFFF Hose Reel; preserve A - 20 0004BB 571-16-001 Saddle Winch; repair A - 20 0004BB 584-21-001 Lower Stern Gate Seal; replace A - 20

0004BB 588-80-001 ShipAlt LHD5-84178D Ace Platform Bumper Mod; accomplish A - 20

0004BB 589-11-001 Starboard Sideport Cargo Crane; repair A - 20

0004BB 589-11-002 Port Sideport Cargo Crane; repair A - 20

0004BB 589-62-001 Port and Starboard Sideport Shell Door; repair A - 20

0004BB 593-11-001 Collection, Holding and Transfer (CHT) Discharge Piping; replace A - 20

0004BB 612-11-001 Portable Rails; replace A - 20 0004BB 612-11-002 Stanchion; remove and install A - 20

0004BB 612-21-001 AirCraft Elevator Platform and Flight Deck Safety Nets; repair A - 20

0004BB 624-11-001 Balanced Joiner Door; remove, store and install A - 20

0004BB 625-11-002 Conflag Station Number 3 Window; install A - 20

0004BB 631-13-002 Ramp and Sump; preserve A - 20

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0004BB 631-21-001 Mast; preserve A - 20

0004BB 631-21-002 Landing Craft Well Deck Overhead; preserve A - 20

0004BB 634-11-002 Quarry Tile Deck Covering System; install A - 20

0004BB 634-21-001 Flight Deck, Catwalk and Platform Nonskid; replace A - 20

0004BB 635-11-001 Bulkhead Insulation; replace A - 20

0004BB 651-11-001 Port and Starboard Crew Scullery Dishwasher; replace A - 20

0004BB 651-11-002 Tray Slide; replace A - 20

0004BB 655-80-001 ShipAlt LHD5-82709D, LHD Ship Laundry 20 LB Steam Tumbler-Dryer Replacement; accomplish A - 20

0004BB 980-80-001 AER 82795D Forced Draft Blower Tachometer Installation, Alteration Installation Team (AIT) Support Service; provide A - 20

0004BB 980-80-002 AER 81748D, S92-EDTA/Hydrazine Metering Valve Actuator Installation, Alteration Installation Team (AIT) Support Service; provide A - 20

0004BB 980-80-003 ShipAlt 87160D, FDB Lube Oil Cooler Power Supply Replacement, Alteration Installation Team (AIT) Support Service; provide A - 20

0004BB 980-80-005 ShipAlt LHD5-85667D, Install Radar TLIs/TDRs on Auxiliary Tanks, Alteration Installation Team (AIT) Support Service; provide A - 20

0004BB 980-80-006 ShipAlt LHD5-85677D, Install Radar TLIs on Collection, Holding and Transfer (CHT) Tanks, Alteration Installation Team (AIT) Support Service; provide

A - 20

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0004BB 980-90-010 MachAlt LHD5-84418, LHD Aircraft Elevator (ACE) Flow Control Valve Replacement Alteration Installation Team (AIT) Support Service; provide A - 20

0004BB 991-12-002 Temporary Mast and Roller Staging for Ship's Force Use; provide A - 20

0004BB 991-12-001 Staging/Temporary Fall Protection for AIT Use; provide A - 20

0004BB 437-80-001 ShipAlt LHD5-85667D, Radar Tank Level Indicator (TLI) Installation for Auxiliary Tanks; accomplish A - 20

0004BB 437-80-002 ShipAlt LHD5-85677D, Radar Type Tank Level Indicator (TLI) Installation for Collection, Holding, and Transfer (CHT) Tanks; accomplish A - 20

0004CA 512-90-001 ShipAlt 82975K, M-L Repl Vent Trunk/Install Moisture Separator - Laundry; accomplish (OPTION ITEM) A - 0

0004CB 513-90-001 ShipAlt LHD5-82972K, M-L Repl Vent Trunk/Install Moisture Separator - Emergency Generator Room No. 1 & 2; accomplish (OPTION ITEM) A - 0

0004CC 513-90-002 ShipAlt LHD5-82966K, M-L Repl Vent Trunk/Install Moisture Separator, Machinery Room No.One; accomplish (OPTION ITEM) A - 0

0004CD 513-90-003 ShipAlt LHD5-82971K, M-L Repl Vent Trunk/Install Moisture Separator, Machinery Room No.2; accomplish (OPTION ITEM) A - 0

0004CE 513-90-005 ShipAlt LHD5-82974K, M-L Repl Vent Trunk/Install Moisture Separator - Auxiliary Mchry; accomplish (OPTION ITEM) A - 0

0004CF 583-90-001 ShipAlt LHA/LHD-75091K, Class Boat Davit Replacement; accomplish (OPTION ITEM) A - 0

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0004CG 980-90-001 ShipAlt 82879K, SATCC AN/SSC-13 Next Generation Installaton, Alteration Installation Team (AIT) Support Service; provide (OPTION ITEM)

A - 0

0004DA 643-11-001 Habitability Project BTRM-S9680, Troop Berthing Compartment Modification; accomplish (OPTION ITEM) A - 20

0004DB 643-11-002 Habitability Project BENL-S7323, Crew Berthing Compartment Modification; accomplish (OPTION ITEM) A - 20

0004DD 644-11-001 Habitability Project HTRM-S9681, Troop Sanitary Space Modifications; accomplish (OPTION ITEM) A - 20

0004DE 644-11-002 Habitability Project HENL-S7324, Crew Sanitary Space Modifications; accomplish (OPTION ITEM) A - 20

004FA 980-90-002 ShipAlt LHD5-86950K, S-IBS ECDIS-N Tech Refresh Upgrade, Alteration Installation Team (AIT) Support Service; provide A - 20

0004GA 980-90-003 ShipAlt LHD5-83463K, AF27T-12 HCTS Installation, Alteration Installation Team (AIT) Support Service; provide A - 20

0004HA 980-90-004 ShipAlt LHD5-84700K, LMMT Afloat (OTH) Installation, Alteration Installation Team (AIT) Support Service; provide A - 20

0004JA 980-90-005 SWD LHD5-89883 and EC LHD5-89882, DCGS-N Inc1 B2 HW & SW 2.1 G Upgrade, Alteration Installation Team (AIT) Support Service; provide A - 20

0004KA 980-90-006 ShipAlt LHD5-70430K, Mark XIIA Mode 5 IFF System Installation, Alteration Installation Team (AIT) Support Service; provide A - 20

0004LA 980-90-007 ShipAlt LHD5-84619K, PEOC4I NMT ATIP Installation, Alteration Installation Team (AIT) Support Service; provide A - 20

0004MA 980-90-008 ShipAlt LHD5-81798K, NAVMACS Tech Refresh, Alteration Installation Team (AIT) Support Service; provide A - 20

0004NA 980-90-009 TempAlt LHD5-82776, JPALS NPC Install, Alteration Installation Team (AIT) Support Service; provide A - 20

0004PA 980-90-011 EC LHD5-82924, SMQ-11 SLEP SW 5.0.1 EC1, Alteration Installation Team (AIT) Support Service; provide A - 20

0004QA 992-11-004 Barracks Craft Barge Electric Temporary Service in Contractor Plant; provide A - 20

CDRLS specified under this Delivery Order will be provided under CLIN 0006. CLIN 0006 is Not Separately Priced. See Section C below.

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CLAUSES INCORPORATED BY FULL TEXT HQ C-2-0014 CONTRACTOR'S PROPOSAL (NAVSEA) (MAR 2001) (a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in Proposal entitled "indefinite Quantity Multiple Award Contract for both Surface Combatants (CG and DDG) and Amphibious (LPD, LDS, LHA, and LHD) class ships" dated January 6, 2016 in response to NAVSEA Solicitation No. N00024-15-R-4405 and N00024-16-D-4411. (b) The technical volume(s) of the Contractor's proposal is incorporated by reference and hereby made subject to the provisions of the "ORDER OF PRECEDENCE" (FAR 52.215-8) clause of this contract. Under the "ORDER OF PRECEDENCE" clause, the technical volume of the Contractor's proposal referenced herein is hereby designated as item (f) of the clause, following "the specification" in the order of precedence. HQ C-2-0016 DEPARTMENT OF LABOR OCCUPATIONAL SAFETY AND HEALTH STANDARDS FOR

SHIP REPAIR (NAVSEA) (SEP 1990) Attention of the Contractor is directed to the Occupational Safety and Health Act of 1970 (29 USC 651-678), and to the Safety and Health Regulations for Ship Repairing (29 CFR 1915), promulgated under Public Law 85-742, amending Section 41 of the Longshoremen's and Harbor Workers' Compensation Act (33 USC 941), and adopted by the Department of Labor as occupational safety or health standards under Section 6(a) of the Occupational Safety and Health Act of 1970 (See 29 CFR 1910.13). These regulations apply to all ship repair and related work, as defined in the regulations performed under this contract on the navigable waters of the United States including any dry dock and marine railway. 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. HQ C-2-0020 DOCK TRIALS AND FAST CRUISE (NAVSEA) (MAY 1993) (a) Dock Trials. The purpose of this trial is to conduct preliminary tests necessary to ensure that the ship is ready for operating at sea. Ship's personnel will conduct all tests and perform all operational functions; however, Contractor personnel will observe tests, record data, and make minor repairs and adjustments as necessary. The dock trial shall be scheduled in accordance with Work Item 982-31-001. Contractor personnel are not to interfere with functions of ship's personnel. (b) Fast Cruise. The "fast cruise" is a simulated underway period. The purpose of fast cruise is to test to the maximum extent possible, the ship's material and operational readiness condition. This includes normal watch stations and engineering casualty control procedures. Contractor personnel will not be allowed onboard during this period unless specifically requested by the Supervisor. Fast cruise shall be scheduled after dock trials and prior to sea trials as cited in Specification Item 982-31-001. HQ C-2-0030 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT (FIXED-PRICE) (NAVSEA) (SEP 2009)

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(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 performance. (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: (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, the contractor may be entitled to an equitable adjustment 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" (FAR 52.245-1) or "GOVERNMENT PROPERTY INSTALLATION OPERATION SERVICES " (FAR 52.245-2), as applicable, 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: (1) From the ASSIST database via the internet at http://assist.dla.mil/ ; or (2) By submitting a request to the Department of Defense Single Stock Point (DoDSSP) Building 4, Section D 700 Robbins Avenue Philadelphia, Pennsylvania 19111-5094 Telephone (215) 697-6396 Facsimile (215) 697-9398. 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.

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HQ C-2-0033 LIMITATION OF LIABILITY - HIGH VALUE ITEMS (NAVSEA) (JUN 1992) The following items are subject to the clause of this contract entitled "LIMITATION OF LIABILITY--HIGH VALUE ITEMS" (FAR 52.246-24): Item 0004 CLIN DESCRIPTIONS CONTRACT LINE ITEM NUMBER (CLIN) DESCRIPTIONS are available for reference in Attachment J-5. Category I NAVSEA FY-17 Change 2 Standard Items are applicable to all items without further reference. Category II FY-17 Change 2 Standard Items are invoked and/or referenced in individual work items specified in SSP TPPC-LHD5-MARMCN18-CN01. NAVSEA Standard Items may be found at http://www.navsea.navy.mil/Home/RMC/CNRMC/OurPrograms/SSRAC/NSI/FY17NSI.aspx

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