(Revised October 14, 1998)

 

 252.217-7000 Exercise of Option to Fulfill Foreign Military Sales Commitments.
 252.217-7001 Surge Option.
 252.217-7002 Offering Property for Exchange.
 252.217-7003 Changes.
 252.217-7004 Job Orders and Compensation.
 252.217-7005 Inspection and Manner of Doing Work.
 252.217-7006 Title.
 252.217-7007 Payments.
 252.217-7008 Bonds.
 252.217-7009 Default.
 252.217-7010 Performance.
 252.217-7011 Access to Vessel.
 252.217-7012 Liability and Insurance.
 252.217-7013 Guarantees.
 252.217-7014 Discharge of Liens.
 252.217-7015 Safety and Health.
 252.217-7016 Plant Protection.
 252.217-7017 Time of Delivery.
 252.217-7018 Change in Plant Location--Bakery and Dairy Products.
 252.217-7019 Sanitary Conditions.
 252.217-7020 Examination and Testing.
 252.217-7021 Deficiency Adjustment.
 252.217-7022 Code Dating.
 252.217-7023 Marking.
 252.217-7024 Responsibility for Containers and Equipment.
 252.217-7025 Containers and Equipment.
 252.217-7026 Identification of Sources of Supply.
 252.217-7027 Contract Definitization.
 252.217-7028 Over and Above Work.


252.217-7000  Exercise of Option to Fulfill Foreign Military Sales Commitments.

As prescribed in 217.208-70(a), use the following clause:

 

EXERCISE OF OPTION TO FULFILL FOREIGN MILITARY SALES
COMMITMENTS (DEC 1991)

 

      (a)  The Government may exercise the option(s) of this contract to fulfill foreign military sales commitments.

 

      (b)  The foreign military sales commitments are for:

 

(Insert name of country, or To Be Determined)

(Insert applicable CLIN)

 

(End of clause)

 

ALTERNATE I (DEC 1991)

As prescribed in 217.208-70(a)(1), substitute the following paragraph (b) for paragraph (b) of the basic clause:

 

      (b)  On the date the option is exercised, the Government shall identify the foreign country for the purpose of negotiating any equitable adjustment attributable to foreign military sales.  Failure to agree on an equitable adjustment shall be treated as a dispute under the Disputes clause of this contract.

 

252.217-7001  Surge Option.

As prescribed in 217.208-70(b), use the following clause:

 

SURGE OPTION (AUG 1992)

 

      (a)  General.  The Government has the option to—

 

              (1)  Increase the quantity of supplies or services called for under this contract by no more than ___ percent; and/or

 

              (2)  Accelerate the rate of delivery called for under this contract, at a price or cost established before contract award or to be established by negotiation as provided in this clause.

 

      (b)  Schedule.

 

              (1)  When the Production Surge Plan (DI-MGMT-80969) is included in the contract, the option delivery schedule shall be the production rate provided with the Plan.  If the Plan was negotiated before contract award, then the negotiated schedule shall be used.

 

              (2)  If there is no Production Surge Plan in the contract, the Contractor shall, within 30 days from the date of award, furnish the Contracting Officer a delivery schedule showing the maximum sustainable rate of delivery for items in this contract.  This delivery schedule shall provide acceleration by month up to the maximum sustainable rate of delivery achievable within the Contractor's existing facilities, equipment, and subcontracting structure.

 

              (3)  The Contractor shall not revise the option delivery schedule without approval from the Contracting Officer.

 

      (c)  Exercise of option.

 

              (1)  The Contracting Officer may exercise this option at any time before acceptance by the Government of the final scheduled delivery.

 

              (2)  The Contracting Officer will provide a preliminary oral or written notice to the Contractor stating the quantities to be added or accelerated under the terms of this clause, followed by a contract modification incorporating the transmitted information and instructions.  The notice and modification will establish a not-to-exceed price equal to the highest contract unit price or cost of the added or accelerated items as of the date of the notice.

 

              (3)  The Contractor will not be required to deliver at a rate greater than the maximum sustainable delivery rate under paragraph (b)(2) of this clause, nor will the exercise of this option extend delivery more than 24 months beyond the scheduled final delivery.

 

      (d)  Price negotiation.

 

              (1)  Unless the option cost or price was previously agreed upon, the Contractor shall, within 30 days from the date of option exercise, submit to the Contracting Officer a cost or price proposal (including a cost breakdown) for the added or accelerated items.

 

              (2)  Failure to agree on a cost or price in negotiations resulting from the exercise of this option shall constitute a dispute concerning a question of fact within the meaning of the Disputes clause of this contract.  However, nothing in this clause shall excuse the Contractor from proceeding with the performance of the contract, as modified, while any resulting claim is being settled.

 

(End of clause)

 

252.217-7002  Offering Property for Exchange.

As prescribed in 217.7005, use the following provision:

 

OFFERING PROPERTY FOR EXCHANGE (DEC 1991)

 

      (a)  The property described in item number ____________, is being offered in accordance with the exchange provisions of Section 201(c) of the Federal Property and Administrative Services Act of 1949, 63 Stat. 384 (40 U.S.C. 481(c)).

 

      (b)  The property is located at                               (insert address)                              .  Offerors may inspect the property during the period         (insert beginning and ending dates and insert hours during day)        .

 

(End of provision)

 

252.217-7003  Changes.

As prescribed in 217.7104(a), use the following clause:

 

CHANGES (DEC 1991)

 

      (a)  The Contracting Officer may, at any time and without notice to the sureties, by written change order, make changes within the general scope of any job order issued under the Master Agreement in—

 

              (1)  Drawings, designs, plans, and specifications;

 

              (2)  Work itemized;

 

              (3)  Place of performance of the work;

 

              (4)  Time of commencement or completion of the work; and

 

              (5)  Any other requirement of the job order.

 

      (b)  If a change causes an increase or decrease in the cost of, or time required for, performance of the job order, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the price or date of completion, or both, and shall modify the job order in writing.

 

              (1)  Within ten days after the Contractor receives notification of the change, the Contractor shall submit to the Contracting Officer a request for price adjustment, together with a written estimate of the increased cost.

 

              (2)  The Contracting Officer may grant an extension of this period if the Contractor requests it within the ten day period.

 

              (3)  If the circumstances justify it, the Contracting Officer may accept and grant a request for equitable adjustment at any later time prior to final payment under the job order, except that the Contractor may not receive profit on a payment under a late request.

 

      (c)  If the Contractor includes in its claim the cost of property made obsolete or excess as a result of a change, the Contracting Officer shall have the right to prescribe the manner of disposition of that property.

 

      (d)  Failure to agree to any adjustment shall be a dispute within the meaning of the Disputes clause.

 

      (e)  Nothing in this clause shall excuse the Contractor from proceeding with the job order as changed.

 

(End of clause)

 

252.217-7004  Job Orders and Compensation.

As prescribed in 217.7104(a), use the following clause:

 

JOB ORDERS AND COMPENSATION (DEC 1991)

 

      (a)  The Contracting Officer shall solicit bids or proposals and make award of job orders in accordance with FAR Part 14 or 15, as applicable.  The issuance of a job order signed by the Contracting Officer constitutes award.  The job order shall incorporate the terms and conditions of the Master Agreement.

 

      (b)  Whenever the Contracting Officer determines that a vessel, its cargo or stores, would be endangered by delay, or whenever the Contracting Officer determines that military necessity requires that immediate work on a vessel is necessary, the Contracting Officer may issue a written order to perform that work and the Contractor hereby agrees to comply with that order and to perform work on such vessel within its capabilities.

 

              (1)  As soon as practicable after the issuance of the order, the Contracting Officer and the Contractor shall negotiate a price for the work and the Contracting Officer shall issue a job order covering the work.

 

              (2)  The Contractor shall, upon request, furnish the Contracting Officer with a breakdown of costs incurred by the Contractor and an estimate of costs expected to be incurred in the performance of the work.  The Contractor shall maintain, and make available for inspection by the Contracting Officer or the Contracting Officer's representative, records supporting the cost of performing the work.

 

              (3)  Failure of the parties to agree upon the price of the work shall constitute a dispute within the meaning of the Disputes clause of the Master Agreement.  In the meantime, the Contractor shall diligently proceed to perform the work ordered.

 

      (c)(1)  If the nature of any repairs is such that their extent and probable cost cannot be ascertained readily, the Contracting Officer may issue a job order (on a sealed bid or negotiated basis) to determine the nature and extent of required repairs.

 

              (2)  Upon determination by the Contracting Officer of what work is necessary, the Contractor, if requested by the Contracting Officer, shall negotiate prices for performance of that work.  The prices agreed upon shall be set forth in a modification of the job order.

 

              (3)  Failure of the parties to agree upon the price shall constitute a dispute under the Disputes clause.  In the meantime, the Contractor shall diligently proceed to perform the work ordered.

 

(End of clause)

 

252.217-7005  Inspection and Manner of Doing Work.

As prescribed in 217.7104(a), use the following clause:

 

INSPECTION AND MANNER OF DOING WORK (JAN 1997)

 

      (a)  The Contractor shall perform work in accordance with the job order, any drawings and specifications made a part of the job order, and any change or modification issued under the Changes clause of the Master Agreement.

 

      (b)(1)  Except as provided in paragraph (b)(2) of this clause, and unless otherwise specifically provided in the job order, all operational practices of the Contractor and all workmanship, material, equipment, and articles used in the performance of work under the Master Agreement shall be in accordance with the best commercial marine practices and the rules and requirements of the American Bureau of Shipping, the U.S. Coast Guard, and the Institute of Electrical and Electronic Engineers, in effect at the time of Contractor's submission of bid (or acceptance of the job order, if negotiated).

 

              (2)  When Navy specifications are specified in the job order, the Contractor shall follow Navy standards of material and workmanship.  The solicitation shall prescribe the Navy standard whenever applicable.

 

      (c)  The Government may inspect and test all material and workmanship at any time during the Contractor's performance of the work.

 

              (1)  If, prior to delivery, the Government finds any material or workmanship is defective or not in accordance with the job order, in addition to its rights under the Guarantees clause of the Master Agreement, the Government may reject the defective or nonconforming material or workmanship and require the Contractor to correct or replace it at the Contractor's expense.

 

              (2)  If the Contractor fails to proceed promptly with the replacement or correction of the material or workmanship, the Government may replace or correct the defective or nonconforming material or workmanship and charge the Contractor the excess costs incurred.

 

              (3)  As specified in the job order, the Contractor shall provide and maintain an inspection system acceptable to the Government.

 

              (4)  The Contractor shall maintain complete records of all inspection work and shall make them available to the Government during performance of the job order and for 90 days after the completion of all work required.

 

      (d)  The Contractor shall not permit any welder to work on a vessel unless the welder is, at the time of the work, qualified to the standards established by the U.S. Coast Guard, American Bureau of Shipping, or Department of the Navy for the type of welding being performed.  Qualifications of a welder shall be as specified in the job order.

 

      (e)  The Contractor shall—

 

              (1)  Exercise reasonable care to protect the vessel from fire;

 

              (2)  Maintain a reasonable system of inspection over activities taking place in the vicinity of the vessel's magazines, fuel oil tanks, or storerooms containing flammable materials;

 

              (3)  Maintain a reasonable number of hose lines ready for immediate use on the vessel at all times while the vessel is berthed alongside the Contractor's pier or in dry dock or on a marine railway;

 

              (4)  Unless otherwise provided in a job order, provide sufficient security patrols to reasonably maintain a fire watch for protection of the vessel when it is in the Contractor's custody;

 

              (5)  To the extent necessary, clean, wash, and steam out or otherwise make safe, all tanks under alteration or repair;

 

              (6)  Furnish the Contracting Officer or designated representative with a copy of the “gas-free” or “safe-for-hotwork” certificate, provided by a Marine Chemist or Coast Guard authorized person in accordance with Occupational Safety and Health Administration regulations (29 CFR 1915.14) before any hot work is done on a tank;

 

              (7)  Treat the contents of any tank as Government property in accordance with the Government Property (Fixed-Price Contracts) clause; and

 

              (8)  Dispose of the contents of any tank only at the direction, or with the concurrence, of the Contracting Officer.

 

      (f)  Except as otherwise provided in the job order, when the vessel is in the custody of the Contractor or in dry dock or on a marine railway and the temperature is expected to go as low as 35 ^oF, the Contractor shall take all necessary steps to—

 

              (1)  Keep all hose pipe lines, fixtures, traps, tanks, and other receptacles on the vessel from freezing; and

 

              (2)  Protect the stern tube and propeller hubs from frost damage.

 

      (g)  The Contractor shall, whenever practicable—

 

              (1)  Perform the required work in a manner that will not interfere with the berthing and messing of Government personnel attached to the vessel; and

 

              (2)  Provide Government personnel attached to the vessel access to the vessel at all times.

 

      (h)  Government personnel attached to the vessel shall not interfere with the Contractor's work or workers.

 

      (i)(1)  The Government does not guarantee the correctness of the dimensions, sizes, and shapes set forth in any job order, sketches, drawings, plans, or specifications prepared or furnished by the Government, unless the job order requires that the Contractor perform the work prior to any opportunity to inspect.

 

              (2)  Except as stated in paragraph (i)(1) of this clause, and other than those parts furnished by the Government, the Contractor shall be responsible for the correctness of the dimensions, sizes, and shapes of parts furnished under this agreement.

 

      (j)  The Contractor shall at all times keep the site of the work on the vessel free from accumulation of waste material or rubbish caused by its employees or the work.  At the completion of the work, unless the job order specifies otherwise, the Contractor shall remove all rubbish from the site of the work and leave the immediate vicinity of the work area “broom clean.”

 

(End of clause)

 

252.217-7006  Title.

As prescribed in 217.7104(a), use the following clause:

 

TITLE (DEC 1991)

 

      (a)  Unless otherwise provided, title to all materials and equipment to be incorporated in a vessel in the performance of a job order shall vest in the Government upon delivery at the location specified for the performance of the work.

 

      (b)  Upon completion of the job order, or with the approval of the Contracting Officer during performance of the job order, all Contractor-furnished materials and equipment not incorporated in, or placed on, any vessel, shall become the property of the Contractor, unless the Government has reimbursed the Contractor for the cost of the materials and equipment.

 

      (c)  The vessel, its equipment, movable stores, cargo, or other ship's materials shall not be considered Government-furnished property.

 

(End of clause)

 

252.217-7007  Payments.

As prescribed in 217.7104(a), use the following clause:

 

PAYMENTS (DEC 1991)

 

      (a)  “Progress payments,” as used in this clause, means payments made before completion of work in progress under a job order.

 

      (b)  Upon submission by the Contractor of invoices in the form and number of copies directed by the Contracting Officer, and as approved by the Contracting Officer, the Government will make progress payments as work progresses under the job order.

 

              (1)  Generally, the Contractor may submit invoices on a semi-monthly basis, unless expenditures justify a more frequent submission.

 

              (2)  The Government need not make progress payments for invoices aggregating less than $5,000.

 

              (3)  The Contracting Officer shall approve progress payments based on the value, computed on the price of the job order, of labor and materials incorporated in the work, materials suitably stored at the site of the work, and preparatory work completed, less the aggregate of any previous payments.

 

              (4)  Upon request, the Contractor will furnish the Contracting Officer any reports concerning expenditures on the work to date that the Contracting Officer may require.

 

      (c)  The Government will retain until final completion and acceptance of all work covered by the job order, an amount estimated or approved by the Contracting Officer under paragraph (b) of this clause.  The amount retained will be in accordance with the rate authorized by Congress for Naval vessel repair contracts at the time of job order award.

 

      (d)  The Contracting Officer may direct that progress payments be based on the price of the job order as adjusted as a result of change orders under the Changes clause of the Master Agreement.  If the Contracting Officer does not so direct—

 

              (1)  Payments of any increases shall be made from time to time after the amount of the increase is determined under the Changes clause of the Master Agreement; and

 

              (2)  Reductions resulting from decreases shall be made for the purposes of subsequent progress payments as soon as the amounts are determined under the Changes clause of the Master Agreement.

 

      (e)  Upon completion of the work under a job order and final inspection and acceptance, and upon submission of invoices in such form and with such copies as the Contracting Officer may prescribe, the Contractor shall be paid for the price of the job order, as adjusted pursuant to the Changes clause of the Master Agreement, less any performance reserves deemed necessary by the Contracting Officer, and less the amount of any previous payments.

 

      (f)  All materials, equipment, or any other property or work in process covered by the progress payments made by the Government, upon the making of those progress payments, shall become the sole property of the Government, and are subject to the provisions of the Title clause of the Master Agreement.

 

(End of clause)

 

252.217-7008  Bonds.

As prescribed in 217.7104(a), use the following clause:

 

BONDS (DEC 1991)

 

      (a)  If the solicitation requires an offeror to submit a bid bond, the Offeror may furnish, instead, an annual bid bond (or evidence thereof) or an annual performance and payment bond (or evidence thereof).

 

      (b)  If the solicitation does not require a bid bond, the Offeror shall not include in the price any contingency to cover the premium of such a bond.
      (c)  Even if the solicitation does not require bonds, the Contracting Officer may nevertheless require a performance and payment bond, in form, amount, and with a surety acceptable to the Contracting Officer.  Where performance and payment bond is required, the offer price shall be increased upon the award of the job order in an amount not to exceed the premium of a corporate surety bond.

 

      (d)  If any surety upon any bond furnished in connection with a job order under this agreement fails to submit requested reports as to its financial condition or otherwise becomes unacceptable to the Government, the Contracting Officer may require the Contractor to furnish whatever additional security the Contracting Officer determines necessary to protect the interests of the Government and of persons supplying labor or materials in the performance of the work contemplated under the Master Agreement.

 

(End of clause)

 

252.217-7009  Default.

As prescribed in 217.7104(a), use the following clause:

 

DEFAULT (DEC 1991)

 

      (a)  The Government may, subject to the provisions of paragraph (b) of this clause, by written notice of default to the Contractor, terminate the whole or any part of a job order if the Contractor fails to—

 

              (1)  Make delivery of the supplies or to perform the services within the time specified in a job order or any extension;

 

              (2)  Make progress, so as to endanger performance of the job order; or

 

              (3)  Perform any of the other provisions of this agreement or a job order.

 

      (b)  Except for defaults of subcontractors, the Contractor shall not be liable for any excess costs if failure to perform the job order arises from causes beyond the control and without the fault or negligence of the Contractor.  Examples of such causes include acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.

 

      (c)  If the Contractor's failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to perform the job order within the time specified.

 

      (d)  If the Government terminates the job order in whole or in part as provided in paragraph (a) of this clause—

 

              (1)  The Government may, upon such terms and in such manner as the Contracting Officer may deem appropriate, arrange for the completion of the work so terminated, at such plant or plants, including that of the Contractor, as may be designated by the Contracting Officer.
                    (i)  The Contractor shall continue the performance of the job order to the extent not terminated under the provisions of this clause.

 

                    (ii)  If the work is to be completed at the plant, the Government may use all tools, machinery, facilities, and equipment of the Contractor determined by the Contracting Office to be necessary for that purpose.

 

                    (iii)  If the cost to the Government of the work procured or completed (after adjusting such cost to exclude the effect of changes in the plans and specifications made subsequent to the date of termination) exceeds the price fixed for work under the job order (after adjusting such price on account of changes in the plans and specifications made before the date of termination), the Contractor, or the Contractor's surety, if any, shall be liable for such excess.

 

              (2)  The Government, in addition to any other rights provided in this clause, may require the Contractor to transfer title and delivery to the Government, in the manner and to the extent directed by the Contracting Officer, any completed supplies and such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (hereinafter called “manufacturing materials”) as the Contractor has specifically produced or specifically acquired for the performance of the terminated part of the job order.

 

                    (i)  The Contractor shall, upon direction of the Contracting Officer, protect and preserve property in possession of the Contractor in which the Government has an interest.

 

                    (ii)  The Government shall pay to the Contractor the job order price for completed items of work delivered to and accepted by the Government, and the amount agreed upon by the Contractor and the Contracting Officer for manufacturing materials delivered to and accepted by the Government, and for the protection and preservation of property.  Failure to agree shall be a dispute concerning a question of fact within the meaning of the Disputes clause.

 

      (e)  If, after notice of termination of the job order, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued for the convenience of the Government.

 

      (f)  If the Contractor fails to complete the performance of a job order within the time specified, or any extension, the actual damage to the Government for the delay will be difficult or impossible to determine.

 

              (1)  In lieu of actual damage, the Contractor shall pay to the Government as fixed, agreed, and liquidated damages for each calendar day of delay the amount, if any, set forth in the job order (prorated to the nearest hour for fractional days).

 

              (2)  If the Government terminates the job order, the Contractor shall be liable, in addition to the excess costs provided in paragraph (d) of this clause, for liquidated damages accruing until such time as the Government may reasonably obtain completion of the work.

 

              (3)  The Contractor shall not be charged with liquidated damages when the delay arises out of causes beyond the control and without the fault or negligence of the Contractor.  Subject to the provisions of the Disputes clause of the Master Agreement, the Contracting Officer shall ascertain the facts and the extent of the delay and shall extend the time for performance when in the judgment of the Contracting Officer, the findings of fact justify an extension.

 

      (g)  The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law under this agreement.

 

(End of clause)

 

252.217-7010  Performance.

As prescribed in 217.7104(a), use the following clause:

 

PERFORMANCE (DEC 1991)

 

      (a)  Upon the award of a job order, the Contractor shall promptly start the work specified and shall diligently prosecute the work to completion.  The Contractor shall not start work until the job order has been awarded except in the case of emergency work ordered by the Contracting Officer under the Job Orders and Compensation clause of the Master Agreement.

 

      (b)  The Government shall deliver the vessel described in the job order at the time and location specified in the job order.  Upon completion of the work, the Government shall accept delivery of the vessel at the time and location specified in the job order.

 

      (c)  The Contractor shall, without charge and without specific requirement in a job order—

 

              (1)  Make available at the plant to personnel of the vessel while in dry dock or on a marine railway, sanitary lavatory and similar facilities acceptable to the Contracting Officer;

 

              (2)  Supply and maintain suitable brows and gangways from the pier, dry dock, or marine railway to the vessel;

 

              (3)  Treat salvage, scrap or other ship's material of the Government resulting from performance of the work as items of Government-furnished property, in accordance with the Government Property (Fixed Price Contracts) clause;

 

              (4)  Perform, or pay the cost of, any repair, reconditioning or replacement made necessary as the result of the use by the Contractor of any of the vessel's machinery, equipment or fittings, including, but not limited to, winches, pumps, rigging, or pipe lines; and

 

              (5)  Furnish suitable offices, office equipment and telephones at or near the site of the work for the Government's use.

 

      (d)  The job order will state whether dock and sea trials are required to determine whether or not the Contractor has satisfactorily performed the work.
              (1)  If dock and sea trials are required, the vessel shall be under the control of the vessel's commander and crew.

 

              (2)  The Contractor shall not conduct dock and sea trials not specified in the job order without advance approval of the Contracting Officer.  Dock and sea trials not specified in the job order shall be at the Contractor's expense and risk.

 

              (3)  The Contractor shall provide and install all fittings and appliances necessary for dock and sea trials.  The Contractor shall be responsible for care, installation, and removal of instruments and apparatus furnished by the Government for use in the trials.

 

(End of clause)

 

252.217-7011  Access to Vessel.

As prescribed at 217.7104(a), use the following clause:

 

ACCESS TO VESSEL (DEC 1991)

 

      (a)  Upon the request of the Contracting Officer, the Contractor shall grant admission to the Contractor's facilities and access to vessel, on a non-interference basis, as necessary to perform their respective responsibilities, to a reasonable number of:

 

              (1)  Government and other Government contractor employees (in addition to those Government employees attached to the vessel); and

 

              (2)  Representatives of offerors on other contemplated Government work.

 

      (b)  All personnel granted access shall comply with Contractor rules governing personnel at its shipyard.

 

(End of clause)

 

252.217-7012  Liability and Insurance.

As prescribed in 217.7104(a), use the following clause:

 

LIABILITY AND INSURANCE (DEC 1991)

 

      (a)  The Contractor shall exercise its best efforts to prevent accidents, injury, or damage to all employees, persons, and property, in and about the work, and to the vessel or part of the vessel upon which work is done.

 

      (b)  Loss or damage to the vessel, materials, or equipment.

 

              (1)  Unless otherwise directed or approved in writing by the Contracting Officer, the Contractor shall not carry insurance against any form of loss or damage to the vessel(s) or to the materials or equipment to which the Government has title or which have been furnished by the Government for installation by the Contractor.  The Government assumes the risks of loss of and damage to that property.

 

              (2)  The Government does not assume any risk with respect to loss or damage compensated for by insurance or otherwise or resulting from risks with respect to which the Contractor has failed to maintain insurance, if available, as required or approved by the Contracting Officer.

 

              (3)  The Government does not assume risk of and will not pay for any costs of the following:

 

                    (i)  Inspection, repair, replacement, or renewal of any defects in the vessel(s) or material and equipment due to—

 

                          (A)  Defective workmanship performed by the Contractor or its subcontractors;

 

                          (B)  Defective materials or equipment furnished by the Contractor or its subcontracts; or

 

                          (C)  Workmanship, materials, or equipment which do not conform to the requirements of the contract, whether or not the defect is latent or whether or not the nonconformance is the result of negligence.

 

                    (ii)  Loss, damage, liability, or expense caused by, resulting from, or incurred as a consequence of any delay or disruption, willful misconduct or lack of good faith by the Contractor or any of its representatives that have supervision or direction of—

 

                          (A)  All or substantially all of the Contractor's business; or

 

                          (B)  All or substantially all of the Contractor's operation at any one plant.

 

              (4)  As to any risk that is assumed by the Government, the Government shall be subrogated to any claim, demand or cause of action against third parties that exists in favor of the Contractor.  If required by the Contracting Officer, the Contractor shall execute a formal assignment or transfer of the claim, demand, or cause of action.

 

              (5)  No party other than the Contractor shall have any right to proceed directly against the Government or join the Government as a co-defendant in any action.

 

              (6)  Notwithstanding the foregoing, the Contractor shall bear the first $5,000 of loss or damage from each occurrence or incident, the risk of which the Government would have assumed under the provisions of this paragraph (b).

 

      (c)  Indemnification.  The Contractor indemnifies the Government and the vessel and its owners against all claims, demands, or causes of action to which the Government, the vessel or its owner(s) might be subject as a result of damage or injury (including death) to the property or person of anyone other than the Government or its employees, or the vessel or its owner, arising in whole or in part from the negligence or other wrongful act of the Contractor or its agents or employees, or any subcontractor, or its agents or employees.

 

              (1)  The Contractor's obligation to indemnify under this paragraph shall not exceed the sum of $300,000 as a consequence of any single occurrence with respect to any one vessel.

 

              (2)  The indemnity includes, without limitation, suits, actions, claims, costs, or demands of any kind, resulting from death, personal injury, or property damage occurring during the period of performance of work on the vessel or within 90 days after redelivery of the vessel.  For any claim, etc., made after 90 days, the rights of the parties shall be as determined by other provisions of this agreement and by law.  The indemnity does apply to death occurring after 90 days where the injury was received during the period covered by the indemnity.

 

      (d)  Insurance.

 

              (1)  The Contractor shall, at its own expense, obtain and maintain the following insurance—

 

                    (i)  Casualty, accident, and liability insurance, as approved by the Contracting Officer, insuring the performance of its obligations under paragraph (c) of this clause.

 

                    (ii)  Workers Compensation Insurance (or its equivalent) covering the employees engaged on the work.

 

              (2)  The Contractor shall ensure that all subcontractors engaged on the work obtain and maintain the insurance required in paragraph (d)(1) of this clause.

 

              (3)  Upon request of the Contracting Officer, the Contractor shall provide evidence of the insurance required by paragraph (d) of this clause.

 

      (e)  The Contractor shall not make any allowance in the job order price for the inclusion of any premium expense or charge for any reserve made on account of self-insurance for coverage against any risk assumed by the Government under this clause.

 

      (f)  The Contractor shall give the Contracting Officer written notice as soon as practicable after the occurrence of a loss or damage for which the Government has assumed the risk.

 

              (1)  The notice shall contain full details of the loss or damage.

 

              (2)  If a claim or suit is later filed against the Contractor as a result of the event, the Contractor shall immediately deliver to the Government every demand, notice, summons, or other process received by the Contractor or its employees or representatives.

 

              (3)  The Contractor shall cooperate with the Government and, upon request, shall assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses, and in the conduct of suits.  The Government shall reimburse the Contractor for expenses incurred in this effort, other than the cost of maintaining the Contractor's usual organization.

 

              (4)  The Contractor shall not, except at its own expense, voluntarily make any payment, assume any obligation, or incur any expense other than what would be imperative for the protection of the vessel(s) at the time of the event.

 

      (g)  In the event or loss of or damage to any vessel(s), material, or equipment which may result in a claim against the Government under the insurance provisions of this contract, the Contractor shall promptly notify the Contracting Officer of the loss or damage.  The Contracting Officer may, without prejudice to any other right of the Government, either—

 

              (1)  Order the Contractor to proceed with replacement or repair, in which event the Contractor shall effect the replacement or repair;

 

                    (i)  The Contractor shall submit to the Contracting Officer a request for reimbursement of the cost of the replacement or repair together with whatever supporting documentation the Contracting Officer may reasonably require, and shall identify the request as being submitted under the Insurance clause of the agreement.

 

                    (ii)  If the Government determines that the risk of the loss or damage is within the scope of the risks assumed by the Government under this clause, the Government will reimburse the Contractor for the reasonable, allowable cost of the replacement or repair, plus a reasonable profit (if the work or replacement or repair was performed by the Contractor) less the deductible amount specified in paragraph (b) of this clause.

 

                    (iii)  Payments by the Government to the Contractor under this clause are outside the scope of and shall not affect the pricing structure of the contract, and are additional to the compensation otherwise payable to the Contractor under this contract; or

 

              (2)  In the event the Contracting Officer decides that the loss or damage shall not be replaced or repaired, the Contracting Officer shall—

 

                    (i)  Modify the contract appropriately, consistent with the reduced requirements reflected by the unreplaced or unrepaired loss or damage; or

 

                    (ii)  Terminate the repair of any part or all of the vessel(s) under the Termination for Convenience of the Government clause of this agreement.

 

(End of clause)

 

252.217-7013  Guarantees.

As prescribed in 217.7104(a), use the following clause:

 

GUARANTEES (DEC 1991)

 

      (a)  In the event any work performed or materials furnished by the contractor under the Master Agreement prove defective or deficient within 90 days from the date of redelivery of the vessel(s), the Contractor, as directed by the Contracting Officer and at its own expense, shall correct and repair the deficiency to the satisfaction of the Contracting Officer.

 

      (b)  If the Contractor or any subcontractor has a guarantee for work performed or materials furnished that exceeds the 90 day period, the Government shall be entitled to rely upon the longer guarantee until its expiration.

 

      (c)  With respect to any individual work item identified as incomplete at the time of redelivery of the vessel(s), the guarantee period shall run from the date the item is completed.

 

      (d)  If practicable, the Government shall give the Contractor an opportunity to correct the deficiency.

 

              (1)  If the Contracting Officer determines it is not practicable or is otherwise not advisable to return the vessel(s) to the Contractor, or the Contractor fails to proceed with the repairs promptly, the Contracting Officer may direct that the repairs be performed elsewhere, at the Contractor's expense.

 

              (2)  If correction and repairs are performed by other than the Contractor, the Contracting Officer may discharge the Contractor's liability by making an equitable deduction in the price of the job order.

 

      (e)  The Contractor's liability shall extend for an additional 90 day guarantee period on those defects or deficiencies that the Contractor corrected.

 

      (f)  At the option of the Contracting Officer, defects and deficiencies may be left uncorrected.  In that event, the Contractor and Contracting Officer shall negotiate an equitable reduction in the job price.  Failure to agree upon an equitable reduction shall constitute a dispute under the Disputes clause of this agreement.

 

(End of clause)

 

252.217-7014  Discharge of Liens.

As prescribed in 217.7104(a), use the following clause:

 

DISCHARGE OF LIENS (DEC 1991)

 

      (a)  The Contractor shall immediately discharge, or cause to be discharged, any lien or right in rem of any kind, other than in favor of the Government, that exists or arises in connection with work done or material furnished under any job order under this agreement.

 

      (b)  If any lien or right in rem is not immediately discharged, the Government, at the expense of the Contractor, may discharge, or cause to be discharged, the lien or right.

 

(End of clause)

 

252.217-7015  Safety and Health.

As prescribed in 217.7104(a), use the following clause:

 

SAFETY AND HEALTH (DEC 1991)

 

Nothing contained in the Master Agreement or any job order shall relieve the Contractor of any obligations it may have to comply with—

 

      (a)  The Occupational Safety and Health Act of 1970 (29 U.S.C. 651, et seq.);

 

      (b)  The Safety and Health Regulations for Ship Repairing (29 CFR 1915); or
      (c)  Any other applicable Federal, State, and local laws, codes, ordinances, and regulations.

 

(End of clause)

 

252.217-7016  Plant Protection.

As prescribed in 217.7104(a), use the following clause:

 

PLANT PROTECTION (DEC 1991)

 

      (a)  The Contractor shall provide, for the plant and work in process, reasonable safeguards against all hazards, including unauthorized entry, malicious mischief, theft, vandalism, and fire.

 

      (b)  The Contractor shall also provide whatever additional safeguards are necessary to protect the plant and work in process from espionage, sabotage, and enemy action.

 

              (1)  The Government shall reimburse the Contractor for that portion of the costs of the additional safeguards that is allocable to the contract in the same manner as if the Contracting Officer had issued a change order for the additional safeguards.

 

              (2)  The costs reimbursed shall not include any overhead allowance, unless the overhead is incident to the construction or installation of necessary security devices or equipment.

 

      (c)  Upon payment by the Government of the cost of any device or equipment required or approved under paragraph (b) of this clause, title shall vest in the Government.

 

              (1)  The Contractor shall comply with the instructions of the Contracting Officer concerning its identification and disposition.

 

              (2)  No such device or equipment shall become a fixture as a result of its being affixed to realty not owned by the Government.

 

(End of clause)

 

252.217-7017  Time of Delivery.

As prescribed in 217.7203(a)(1), use the following clause:

 

TIME OF DELIVERY (DEC 1991)

 

      (a)  Ordering offices shall specify delivery locations and quantities in all oral or written delivery orders under this contract.

 

      (b)  The Contractor shall complete deliveries within the hours prescribed in the schedule of this contract and on the days specified by the order.

 

      (c)  Orders requiring delivery within 24 hours from Contractor receipt are governed by paragraph (e) of the Requirements clause of this contract.

 

(End of clause)

ALTERNATE I (DEC 1991)

As prescribed in 217.7203(a)(1), substitute the following paragraph (c) for paragraph (c) of the basic clause:

 

      (c)  The Contractor shall not be required to deliver within less than _____ hours from the time the Contractor receives a delivery order.

 

252.217-7018  Change in Plant Location--Bakery and Dairy Products.

As prescribed in 217.7203(a)(2), use the following clause:

 

CHANGE IN PLANT LOCATION--BAKERY AND DAIRY PRODUCTS (DEC 1991)

 

      (a)  The Offeror shall identify in the clause in this solicitation entitled Place of Performance, all plants to be used for manufacturing, processing, and shipment.  Failure to furnish this information with the offer may result in rejection of the offer.

 

      (b)  The Offeror shall not change any place of performance between the date set for receipt of offers and the award, except where time permits and then only after receipt of the Contracting Officer's written approval.

 

      (c)  The Contractor shall not change any place of performance after contract award without advance approval by the Contracting Officer.

 

(End of clause)

 

252.217-7019  Sanitary Conditions.

As prescribed in 217.7203(a)(3), use the following clause:

 

SANITARY CONDITIONS (DEC 1991)

 

      (a)  The Contractor shall ensure that all supplies delivered under this contract, and all plant facilities, machinery, equipment, and apparatus used in the production, processing, handling, storage, or delivery of these supplies, meet the sanitary standards (including bacteriological requirements) prescribed by the specifications cited in this contract.

 

      (b)  The Government reserves the right to inspect and test at any reasonable times all plant facilities, machinery, equipment, and parts used in the production, processing, handling, storage, transportation, or delivery of supplies under this contract.

 

      (c)  The Contracting Officer or representative shall notify the Contractor in writing of any failure to meet the sanitary standards (including bacteriological requirements) prescribed by this contract.  If the Contractor does not correct the failure within three days from receipt of notice, the Contracting Officer may—

 

              (1)  Terminate for default all or part of this contract; or

 

              (2)  Suspend work (wholly or partially) under the contract for ten days or any longer period considered necessary to allow correction of the failure.

 

      (d)  The suspension does not extend the life of this contract and shall not be considered sufficient reason for extending the delivery time.
      (e)  During the suspension period, the Government reserves the right to acquire similar supplies from other sources, on whatever terms and in whatever manner the Contracting Officer considers appropriate.  The Contractor shall be liable to the Government for any excess costs for those similar supplies.

 

      (f)  If the Contractor does not correct the failure within the suspension period, the Contracting Officer may terminate for default the unexpired portion of this contract without allowing additional time for correction, notwithstanding paragraph (a)(2) of the Default (Fixed-Price Supply and Service) clause of this contract.

 

(End of clause)

 

ALTERNATE I (DEC 1991)

As prescribed in 217.7203(a)(3), add the following to paragraph (d) of the basic clause:

 

In a suspension, the quantity of supplies designated in the schedule as a minimum shall be reduced by an amount proportionate to the ratio between (1) the number of days the work is suspended; and (2) the number of days in the contract period.  The quantity of supplies designated as maximum shall not be reduced.

 

252.217-7020  Examination and Testing.

As prescribed in 217.7203(b)(1), use the following clause:

 

EXAMINATION AND TESTING (DEC 1991)

 

      (a)  The Government reserves the right to examine and test all products to be delivered under the contract.  Examination and testing of dairy products shall be in accordance with the Veterinary/Medical Wholesomeness Assurance Program for Fresh and Cultured Dairy Products and Frozen Desserts (AR 40-70; NAVSUPINST 4355.6; AFR 161-46; and MCO 10110.44).

 

      (b)  Samples.

 

              (1)  The Government shall select the samples.  For purposes of this clause, the Contractor agrees that a lot consists of a day's production of the type of product delivered, or intended to be delivered, under this contract.

 

              (2)  Samples selected at origin shall be furnished at the Contractor's expense, and shall be considered representative of all the products delivered to the Government from the lot sampled.

 

              (3)  Samples selected at destination shall be furnished at Government expense, and shall be considered representative of all of that type product delivered to the Government on the date sampled.

 

              (4)  When samples are selected from containers of 1/2 gallon size or smaller, the entire contents of the container shall constitute the sample.  When samples are selected from containers larger than 1/2 gallon, a 1/2 pint sample shall be taken for laboratory analysis.

 

      (c)  Deficiencies in amounts.  The Contractor shall reimburse the Government for deficiencies (i.e., amounts less than required in this contract) in the amount of butterfat, milk solids non-fat, or total solids of any type of product as determined by chemical analysis.  The amount of the reimbursement shall be determined in accordance with the Deficiency Adjustment clause of this contract.  The Government shall not reimburse the Contractor for butterfat, milk solids non-fat, and total solids content in excess of the amount required by this contract.

 

      (d)  Deficiencies in products.

 

              (1)  The Contracting Officer or representative shall notify the Contractor orally (with written confirmation) or in writing when two of the last four consecutive lots tested are nonconforming for the same specification requirements.  The notice shall be in effect as long as two of the last four consecutive lots tested exceed the same limit of the specification.  The Government will take additional samples between 3 and 14 days after the date of the notice.

 

              (2)  The Contracting Officer may suspend work under this contract for up to ten days when three out of the last five consecutive lots tested are nonconforming for the same specification requirement, or when any deficiency causes the production of a product which is considered to be a health hazard.

 

      (e)  Suspension.

 

              (1)  During the suspension period, the Government reserves the right to acquire similar supplies from other sources, on whatever terms and in whatever manner the Contracting Officer considers appropriate.  The Contractor shall be liable to the Government for any excess costs for those similar supplies.

 

              (2)  The Contractor shall use the suspension period to correct the deficiencies.  The Contractor shall notify the Government when corrective action is complete.

 

              (3)  The Contracting Officer shall lift the suspension only after the Government has verified the corrective action and notified the Contractor in writing.

 

              (4)  The suspension does not extend the life of this contract and shall not be considered sufficient reason for extending the delivery time.

 

              (5)  If the Contractor does not correct the failure within the suspension period, the Contracting Officer may terminate for default the unexpired portion of this contract without allowing additional time for correction, notwithstanding paragraph (a)(2) of the Default (Fixed-Price Supply and Service) clause of this contract.

 

(End of clause)

 

ALTERNATE I (DEC 1991)

As prescribed in 217.7203(b)(1), add the following to paragraph (d)(2) of the basic clause:

 

In a suspension, the quantity of supplies designated in the schedule as minimum shall be reduced by an amount proportionate to the ratio between (i) the number of days the work is suspended; and (ii) the number of days in the contract period.  The quantity of supplies designated as maximum shall not be reduced.

 

252.217-7021  Deficiency Adjustment.

As prescribed in 217.7203(b)(2), use the following clause:

 

DEFICIENCY ADJUSTMENT (DEC 1991)

 

      (a)  When the Contractor is required under the Examination and Testing clause of the contract to reimburse the Government for deficiencies in the amount of butterfat, milk solids non-fat, or total solids, reimbursement shall be determined by the following formula—

 

              (1)  Butterfat.  Subtract the total pounds of butterfat delivered from the total pounds of butterfat required to be delivered, and multiply the remainder by the butterfat value.  The butterfat value is 1.30 multiplied by the average Central States top “Wholesale Selling Price” of Grade A, 92 score butter during the monthly period for which the deficiency is computed, as reported in the Dairy Market News, published by the Department of Agriculture, Agricultural Marketing Service, Madison, Wisconsin.

 

              (2)  Milk solids nonfat.  Subtract the total pounds of milk solids non-fat delivered from the total pounds of milk solids non-fat required to be delivered, and multiply the remainder by the milk solids non-fat value.  The milk solids non-fat value is 1.45 multiplied by the average Central States top price for “Extra Grade, Non-fat Dry Milk, Spray (bags)” during the monthly period for which the deficiency is computed, as reported in the Dairy Market News.

 

              (3)  Total solids.  Add to the total solids delivered the total amount of any shortages for butterfat and milk solids non-fat that the Contractor has already reimbursed.  Subtract this amount from the total solids required to be delivered.  Multiply the remainder by the milk solids non-fat value.

 

      (b)  The Government will not assess amounts totaling $25 or less during a monthly accounting period.  Monthly periods begin on the first day of the contract period and on the same day of each succeeding month.

 

      (c)  The butterfat, milk solids non-fat, and total solids content of one type of product shall not be averaged with or offset against the content of another type of product, and the content of products delivered in any one monthly period will not be averaged with or offset against the content of products delivered in any other monthly period.

 

      (d)  The Contractor shall identify the tare weights of all containers on the shipping documents, and furnish a copy to the Government inspector at destination.  The tare weight of dispenser containers shall include all parts of the container delivered as a unit, including lids, tubes, and seals.  If different types of containers with different tares are included in a single delivery, the Contractor shall furnish the tare weight and identifying characteristics of each type of container.

 

      (e)  The Government shall inspect a representative sample of the line item.  If volume and net weight shortages are found, the Government will adjust the entire quantity of the line item delivered on the day the shortage is discovered.  For the purpose of determining net weight, the following weight factors apply:

 

Product	Weight Factor
Chocolate flavored milk or drink	8.8 pounds/gallon
Milk whole fresh, buttermilk fluid, milk whole fresh cultured, and milk skim fresh	8.6 pounds/gallon
Fresh cream (18 percent butterfat or less), half-and-half fresh, and cream sour cultured	8.5 pounds/gallon
Fresh cream (more than 18 percent butterfat)	8.4 pounds/gallon
Cottage cheese, butter, and other non-frozen products	Weight on container
Ice cream and frozen desserts	Applicable commodity specification

 

      (f)  Contractor reimbursement for deficient supplies does not prejudice the Government's right to terminate for default or to pursue any other remedy under this contract or as provided by law.

 

(End of clause)

 

252.217-7022  Code Dating.

As prescribed in 217.7203(a)(4), use the following clause:

 

CODE DATING (DEC 1991)

 

      (a)  The Contractor may use a code to comply with the requirement stated in the schedule or specifications of this contract for showing a date on the labels of delivered items.

 

      (b)  Before using a code, the Contractor shall—

 

              (1)  Provide a written explanation to the Contracting Officer; and

 

              (2)  Obtain the Contracting Officer's approval in writing.

 

      (c)  The Contractor shall also obtain the Contracting Officer's written approval before making any changes in the code symbols, system, or explanation.

 

(End of clause)

 

252.217-7023  Marking.

As prescribed in 217.7203(a)(5), use the following clause:

 

MARKING (DEC 1991)

 

Commercial markings are acceptable, notwithstanding any specification references to MIL-STD-129.

 

(End of clause)

 

252.217-7024  Responsibility for Containers and Equipment.

As prescribed in 217.7203(a)(6), use the following clause:

 

RESPONSIBILITY FOR CONTAINERS AND EQUIPMENT (DEC 1991)

 

      (a)  The Contractor shall—

 

              (1)  Maintain all reusable containers and equipment in a sanitary condition and in a good state of repair and working order; and

 

              (2)  Remove all empty, reusable containers from Government premises at the time of each delivery, unless the Contracting Officer grants permission in writing for less frequent removal.

 

      (b)  The Government shall not be liable for any damage to, or loss or destruction of, containers and equipment furnished by the Contractor.

 

(End of clause)

 

252.217-7025  Containers and Equipment.

As prescribed in 217.7203(b)(3), use the following clause:

 

CONTAINERS AND EQUIPMENT (DEC 1991)

 

      (a)  The Contractor shall ensure that dispenser containers and filling equipment used in the performance of this contract, and any Contractor-furnished refrigerated bulk milk dispenser cabinets, comply with MIL-STD-175, Minimum Sanitary Standards for the Equipment and Methods for Handling of Milk and Milk Products in Bulk Milk Dispensing Operations.

 

      (b)  The Contractor shall install, service, and maintain any Contractor-furnished bulk milk dispenser cabinets to the Contracting Officer's satisfaction.  The Contractor has sole responsibility for the supply, installation, maintenance, and removal of the cabinets, including labor and material costs, and for any damage to, or loss or destruction of, such cabinets.

 

      (c)  When the Contractor fails to furnish milk dispenser cabinets or milk dispenser containers as required in the schedule, or does not properly service, maintain, and repair such dispenser cabinets, so that milk cannot be dispensed as needed by the Government, the Contractor shall, for as long as such conditions exist, deliver a sufficient quantity of milk in half-pint containers to satisfy orders for milk dispenser containers.  The price per gallon for milk dispenser containers shall apply.

 

      (d)  When any loss of contents of a dispenser container occurs (including loss due to contamination, spoilage, or leakage) as a result of functional failure of the dispenser cabinet or dispenser containers, the Contractor shall immediately replace the lost contents without cost to the Government, unless such functional failure was due to a general power failure at the Government installation.

 

(End of clause)

 

252.217-7026  Identification of Sources of Supply.

As prescribed in 217.7303, use the following provision:

 

IDENTIFICATION OF SOURCES OF SUPPLY (NOV 1995)

 

      (a)  The Government is required under 10 U.S.C. 2384 to obtain certain information on the actual manufacturer or sources of supplies it acquires.

 

      (b)  The apparently successful Offeror agrees to complete and submit the following table before award:

 

TABLE
	National	Commercial	Source of Supply			Actual
Line	Stock	Item	Company	Address	Part No.	Mfg?
Items	Number	(Y or N)
(1)	(2)	(3)	(4)	(4)	(5)	(6)
______	________	__________	_________	_______	________	_______
(1)  List each deliverable item of supply and item of technical data.
(2)  If there is no national stock number, list “none.”
(3)  Use “Y” if the item is a commercial item; otherwise use “N.”  If “Y” is listed, the Offeror need not complete the remaining columns in the table.
(4)  For items of supply, list all sources.  For technical data, list the source.
(5)  For items of supply, list each source's part number for the item.
(6)  Use “Y” if the source of supply is the actual manufacturer; “N” if it is not; and “U” if unknown.

 

(End of provision)

 

252.217-7027  Contract Definitization.

As prescribed in 217.7406(b), use the following clause:

 

CONTRACT DEFINITIZATION (OCT 1998)

 

      (a)  A ________________ (insert specific type of contract action) is contemplated.  The Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses required by law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms, and conditions.  The Contractor agrees to submit a _______________ (insert type of proposal; e.g., fixed-price or cost-and-fee) proposal and cost or pricing data supporting its proposal.
      (b)  The schedule for definitizing this contract action is as follows (insert target date for definitization of the contract action and dates for submission of proposal, beginning of negotiations, and, if appropriate, submission of the make-or-buy and subcontracting plans and cost or pricing data):

 

 

      (c)  If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by the target date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with Subpart 15.4 and Part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause.  In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.

 

              (1)  After the Contracting Officer’s determination of price or fee, the contract shall be governed by¾

 

                    (i)  All clauses required by the FAR on the date of execution of this undefinitized contract action for either fixed-price or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

 

                    (ii)  All clauses required by law as of the date of the Contracting Officer’s determination; and

 

                    (iii)  Any other clauses, terms, and conditions mutually agreed upon.

 

              (2)  To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in this undefinitized contract action shall continue in effect, except those that by their nature apply only to an undefinitized contract action.

 

      (d)  The definitive contract resulting from this undefinitized contract action will include a negotiated _________________ (insert “cost/price ceiling” or “firm-fixed price”) in no event to exceed __________ (insert the not-to-exceed amount).

 

(End of clause)

 

252.217-7028  Over and Above Work.

As prescribed in 217.7702, use a clause substantially as follows:

 

OVER AND ABOVE WORK (DEC 1991)

 

      (a)  Definitions.  As used in this clause—

 

              (1)  “Over and above work” means work discovered during the course of performing overhaul, maintenance, and repair efforts that is—

 

                    (i)  Within the general scope of the contract;

 

                    (ii)  Not covered by the line item(s) for the basic work under the contract; and

 

                    (iii)  Necessary in order to satisfactorily complete the contract.

 

              (2)  “Work request” means a document prepared by the Contractor which describes over and above work being proposed.

 

      (b)  The Contractor and Administrative Contracting Officer shall mutually agree to procedures for Government administration and Contractor performance of over and above work requests.  If the parties cannot agree upon the procedures, the Administrative Contracting Officer has the unilateral right to direct the over and above work procedures to be followed.  These procedures shall, as a minimum, cover—

 

              (1)  The format, content, and submission of work requests by the Contractor.  Work requests shall contain data on the type of discrepancy disclosed, the specific location of the discrepancy, and the estimated labor hours and material required to correct the discrepancy.  Data shall be sufficient to satisfy contract requirements and obtain the authorization of the Contracting Officer to perform the proposed work;

 

              (2)  Government review, verification, and authorization of the work; and

 

              (3)  Proposal pricing, submission, negotiation, and definitization.

 

      (c)  Upon discovery of the need for over and above work, the Contractor shall prepare and furnish to the Government a work request in accordance with the agreed-to procedures.

 

      (d)  The Government shall—

 

              (1)  Promptly review the work request;

 

              (2)  Verify that the proposed work is required and not covered under the basic contract line item(s);

 

              (3)  Verify that the proposed corrective action is appropriate; and

 

              (4)  Authorize over and above work as necessary.

 

      (e)  The Contractor shall promptly submit to the Contracting Officer, a proposal for the over and above work.  The Government and Contractor will then negotiate a settlement for the over and above work.  Contract modifications will be executed to definitize all over and above work.

 

      (f)  Failure to agree on the price of over and above work shall be a dispute within the meaning of the Disputes clause of this contract.

 

(End of clause)