693JF718R000029_-_NSMV_Vessel_Construction_Manager_(VCM).pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

MARAD-00091

WASHINGTON DC 20590-0001

1200 NEW JERSEY AVENUE SE

MAR-380

OFFICE OF ACQUISITION

US DOTMARITIME ADMINISTRATION

CODE 16. ADMINISTERED BYCODE

X

X

336611

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORMARAD-00091

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

11/13/2018 1600 ET

10/11/2018

202-366-5211KEN EGBUNA

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

693JF718R000029

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 92 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

MAIL STOP W-28-201

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

WASHINGTON DC 20590-0001

MAIL STOP W-28-201

1200 NEW JERSEY AVENUE SE

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

1,250

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

US DOTMARITIME ADMINISTRATION

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

PLEASE READ IN ITS ENTIRETY:

(1) Maritime Administration (MARAD) intends to procure Vessel Construction Management (VCM) services and the National Security Multi-Mission Vessel (NSMV) through the contract, resulting from this solicitation.

(2) The solicitation is being issued as a Request for Proposal (RFP).

(3) MARAD will award one Firm-Fixed Price IDIQ contract.

(4) The contract period of performance will be a

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

Ken Egbuna

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

five-year base period, with one five-year option period.

(5) The minimum guarantee is $200,000.00 for the base period and the contract maximum value is

$1.75 Billion.

00001 VCM's Shipyard Selection Services;

00002 VCM Oversight & Management;

00003 NSMV;

00004 VCM's Shipyard Selection Services;

(Option Line Item)

1825 Days After Award

00005 VCM Oversight & Management;

(Option Line Item)

1825 Days After Award

00006 NSMV;

(Option Line Item)

1825 Days After Award

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

92 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 92

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

693JF718R000029

00007 Minimum Guarantee;

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

RFP# 693JF718R000029, Page 4

SECTION B: Supplies, Services & Prices

Table 1 Schedule of Supplies and Services-Base Period

Total Price: $ __________________________

Table 1-A

Schedule of Supplies and Services-Option Period

Total Price: $ __________________________

Table 2

Pricing Table for CLIN 0002 (VCM Oversight & Management)

Description of Service

Applicable Vessel Unit Price Period of Performance

VCM Oversight & Management

NSMV I $

VCM Oversight & Management

NSMV II $

VCM Oversight & Management

NSMV III $

VCM Oversight & NSMV IV $

Contract Line Item Number

Description Unit Price Unit/Quantity Total Price Period of Performance

0001 VCM’s Shipyard Selection Services

$ 1 $

0002 VCM Oversight & Management

$ (varies) 5 $ See Table 2

0003 NSMV TBD 5 TBD TBD

Contract Line Item Number

Description Unit Price Unit/Quantity Total Price Period of Performance

0004 VCM’s Shipyard Selection Services

N/A CLIN

0001 Price applies

N/A N/A N/A

0005 VCM Oversight & Management

N/A Table 2 applies

N/A N/A N/A

0006 NSMV TBD 5 TBD TBD

RFP# 693JF718R000029, Page 5

Management VCM Oversight & Management

NSMV V $

Total Price for CLIN 0002: $ ___________________

Note: The Total Price for CLIN 0002 under Table 2 (Pricing Tables for CLIN 0002 (VCM Oversight & Management)) should be the same as the Total Price for CLIN 0002 in Table 1 (Schedule of Supplies and Services). The prices in Table 2 CLIN 0002 also applies to the option

CLIN 0005.

Pricing Table for CLIN 0003 The Pricing Table for CLIN 0003 will be added to the contract in accordance with clause H.15 of this Contract.

Note: All the unit prices listed in this Section are firm-fixed prices.

Descriptions of Contract Line Items

Applicable CLINs

Title Description of supplies or services for each of the Contract CLINs

CLIN 0001 VCM services pre-shipyard contract

This CLIN covers all services provided by the VCM from the VCM Contract Award Date to the award of the shipyard contract for NSMV I. This includes all services required to award a shipbuilding contract, including but not limited to, solicitation development, bid process, proposal evaluation, shipyard selection, shipyard contract design review, contract negotiations with the shipyard, manage plan review process, production of contract design, production of technical data and the rendition of other services, which will enable the Contractor to enter into a firm-fixed price contract with the shipyard for the construction of a vessel(s) that meets all the requirements of this Contract.

CLIN 0002 VCM oversight and management services

This CLIN covers all contract support, oversight, and management services for the shipyard contract and any other subcontracts from the shipyard contract award date through the Actual Acceptance Date for each vessel. It includes, but is not limited to, reporting requirements, financial management, documentation and processing of

RFP# 693JF718R000029, Page 6 milestone payments, detailed design review and oversight, construction oversight, quality assurance, inspections and testing oversight, dockside trial oversight, sea trial oversight, ship acceptance, and other support services.

Deliverables in this CLIN include, but are not limited to, Environmental Management Plan, Ship Oil Pollution Emergency Plan, Safety Management System, Vessel Security Plan, Heavy Weather Mooring Plan.

CLIN 0003 NSMV This CLIN covers the construction of a vessel that meets all the requirements of this Contract. It includes, but is not limited to, the following: the premiums that the VCM will pay for the procurement of all Payment Bonds and Performance Bonds and all insurance coverages set forth in Section H; spare parts and special tools for all of the items on J-8, Critical Equipment List, and all of the applicable manufacturer-recommended spare parts; the warranty and the services of a shipyard warranty manager during the Warranty Period; and the provision of office space at the shipyard during construction of the NSMV;

the preparation of the detailed/production design package;

the preparation and delivery of the Functional Design and all other technical drawings and documentation that are not covered under CLIN 0001 or CLIN 0002 but are customarily prepared in the production of a vessel that meets all the requirements of this Contract.

In addition to the materials and outfitting specified in the Guidance Design, the construction of the vessel(s) shall include the purchase and installation of all equipment and material for the training spaces identified in Attachment J-

10. This includes the following compartments:

Auditorium, Navigation Labs, Comm Suite, Computer Lab, Power Lab, Training Workshop, Training Bridge, Deck Training Area, Class Rooms, Store Furnishings, Library, Study Room, Barber Shop Furnishings, Offices, Conference Room. This may be unique for each NSMV delivered.

RFP# 693JF718R000029, Page 7

SECTION C: Specification/Statement of Objectives

C.1 Specifications Note: See Attachment J-5 for the Guidance Design.

C.2 Statement of Objectives (SOO) Note: Every Offeror must propose a detailed Statement of Work (SOW) based on the SOO below;

any Offeror who does not include an SOW in its proposal will be considered non-responsive and unacceptable.

C.2(a) Overall Objectives The overall objective of the Contract is to acquire a new class of ship, referred to as the National Security Multi-Mission Vessel (NSMV). The NSMV shall meet requirements for coastwise endorsement from the United States Coast Guard (USCG) (see clause H.23), all Safety of Life at Sea (SOLAS) requirements for Special Purpose Vessels, all requirements for USCG certification as a Public Nautical Schoolship, ABS requirements, and all technical requirements set forth in this Contract and otherwise applicable to ocean-going vessels. MARAD will acquire the delivery of the NSMV through a Contract with a VCM which has experience procuring vessel(s) with such a coastwise endorsement.

The commercial entity (the VCM) will be an independent contractor bound by contract to deliver the vessel(s) compliant in all aspects with the specifications and contract, on time, and for the agreed firm fixed price.

C.2(b) Specific Objectives

(1) The selected VCM is obligated under this Contract to deliver a vessel(s), which meets all the requirements of the Contract to MARAD.

(2) The VCM shall utilize its commercial acquisition process to solicit and select a shipyard on a competitive basis to the maximum practical extent consistent with the objectives and requirements of the Contract.

(3) The VCM shall deliver NSMV I to MARAD not later than 40 months from date of VCM Contract award. The VCM shall deliver NSMV II-V to MARAD not later than 15 months from the issuance of the applicable Delivery Order.

(4) The VCM shall use the Guidance Design, furnished by MARAD, to compete the vessel building requirements of this Contract among U.S. shipyards.

(5) The VCM shall enter into a contract with a U.S. shipyard subject to MARAD consent in accordance with clause I.15.

(6) Any change from the Guidance Design is subject to review and approval by MARAD in accordance with clause H.24.

(7) The VCM shall verify and refine the design and the VCM shall assume responsibility for the design and performance to meet the stated specifications.

(8) The Guidance Design shall not be a basis for constructive change orders or any form of Equitable Adjustment of this Contract.

RFP# 693JF718R000029, Page 8

(9) The NSMV shall meet all of the technical requirements of this Contract, including the Guidance Design. MARAD shall provide to the VCM, prior to the VCM soliciting a shipyard contract, the Regulatory Schema for the NSMV, which will be issued by MARAD in coordination with the VCM after consultation with USCG and ABS.

(10) Notwithstanding the foregoing, the NSMV shall be constructed in accordance with: (a) any and all permits, variances, orders, licenses and authorizations issued or required by any government authority that are necessary for the performance of the work contemplated by this Contract or the engineering, construction, commissioning, testing or operation of the NMSV; (b) all laws, rules, regulations, and codes issued by any Federal, state, or local government entity or agency; and (c) all international treaties, regulations and other instruments applicable to NSMV.

(11) VCM shall evaluate and include on the Maker’s List, to the maximum extent practicable, U.S. manufactured equipment and supplies, in accordance with clause H.21.

(12) Through testing (including dock and sea trials) and inspection, the NSMV shall be demonstrated to be compliant with all Contract requirements before Government acceptance of delivery.

(13) All warranty related and vessel repairs shall be managed, administered, and resolved during the Warranty Period consistent with clause H.9.

(14) The NSMV shall have an Integrated Logistics Support (ILS) program utilizing Nautical Systems Enterprise (NS-E), under MARAD’s existing license arrangement, with NSMV information including but not limited to: operating manuals, equipment configuration to the lowest repairable part, spare parts and part locations, technical manuals, drawing title index and drawings. Documentation shall be adequate to support the vessel’s maintenance, repair, and logistical needs during the vessel’s life cycle, including dismantlement plans.

(15) The NSMV shall be delivered with a complete preventive maintenance plan for the vessel.

This plan shall be entered in the NS-E database.

(16) The VCM shall deliver all items listed on Attachment J-4, List of Deliverables.

(17) All Information Technology (IT) systems on the NSMV shall be compliant with Federal Information Security Management Act (FISMA compliant) and be able to obtain an Authority To Operate (ATO) upon delivery to MARAD. Additionally, all artifacts and documentation required to receive an ATO shall be produced and delivered to MARAD. Prior to delivery of the ship, MARAD shall be provided time and assistance to perform independent scans of the systems in order to achieve ATO upon delivery.

(18) The Guidance Design captures the intent of MARAD with regards to the functionality, capabilities, training potential, and performance of the ship and the ship’s systems and is subject to further development by the VCM. Design refinements should take into account and accommodate the training functions of the NSMV. See clause H. 24.

C.2(c) Period of Performance of IDIQ The period of performance of this indefinite-delivery, indefinite-quantity (IDIQ) contract is five years with an option for an additional five-year period.

RFP# 693JF718R000029, Page 9

SECTION D: Packaging & Marking

Contractor shall use commercially reasonable practices for the packaging, preservation, and packing of all Deliverables.

RFP# 693JF718R000029, Page 10

SECTION E: Inspection & Acceptance

The requirements set forth below are attached as addenda to FAR 52.212-4 and take precedence over the conflicting requirements of that clause.

E.1 Inspection and Testing by the Contractor The necessary inspections and testing of the vessel, its machinery, equipment and outfitting shall be carried out by the Contractor, throughout the entire period of construction, in order to ensure that the construction of the vessel is performed in accordance with all the requirements of this Contract. The Government or any other person authorized by the Contracting Officer shall have, during construction of the vessel, the right to attend such testing and inspections of the vessel, its machinery and equipment, including sea trials. The notice of such inspections and testing shall be received by the COR and CO in writing at least seven days before the scheduled date of the inspections and testing; except that for overseas tests, such as factory testing of engines, the COR and CO shall receive 30 days’ notice with confirmation seven days before such test. If the Government determines that portions of the work do not meet the Contract requirements, the Government will instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Government, and the Contractor shall give at least seven days of notice to the Government of when and where the said testing or inspections are to be made so the Government may observe such procedures. The Contractor shall bear the cost of such additional testing or inspection. If any testing or inspection discloses that any method or means of construction or material or workmanship do not comply with the Contract, the Contractor shall remedy the work so as to comply with the requirements of the Contract at no increase in contract price. Required certificates of testing, inspection or approval shall be obtained by the Contractor and promptly delivered to the Government. Neither the observations of the Government, nor inspections or tests by persons other than the Contractor shall relieve the Contractor from its obligations to comply with all the requirements of this Contract.

(End of clause)

E.2 Government Inspection and Access to Shipyard The Government or any other person authorized by the Contracting Officer has the right at any time during normal business hours to visit the shipyard and inspect the vessel and the Contractor’s overall performance and work progress to ensure that they meet the requirements of this Contract. In the event that the Government or any other person authorized by the Contracting Officer discovers any non-conformity in construction or material or workmanship, the Contracting Officer shall give the Contractor a notice in writing as to such non-conformity. Upon receipt of such notice from the Contracting Officer, the Contractor shall correct or cause the correction of such non-conformity at no additional cost to the Government. At no time and for no reason should the Contractor accept (directly or constructively) any written or unwritten notice of non-conformity from any person other than the Contracting Officer.

(End of clause)

E.3 Implication of Government’s Acceptance, Inspection, and Approval The Government’s inspection, acceptance, or approval of services, designs, vessels or other

RFP# 693JF718R000029, Page 11 deliverables, which are required under this Contract, shall not be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of the requirements of this Contract; thus, notwithstanding the Government’s inspection, approval, or acceptance, the Contractor shall remain liable to the Government in accordance with this Contract and all applicable laws for the delivery of services, designs, vessels or other deliverables, each of which shall meet all the requirements of this Contract. The Government’s inspection of, presence at, or observation of a test or trial does not constitute acceptance or approval.

(End of clause)

E.4 Stage Completion Certificate The Stage Completion Certificate is a certificate, in the form set forth in Attachment J-3, attesting to the completion of a vessel construction Milestone or a portion of a task required in a Task Order. The Contractor shall give the Government written notice of intended date of issuance of a Stage Completion Certificate, not more than ten nor less than five days before the issuance of the Stage Completion Certificate.

The Stage Completion Certificate shall (i) describe the work performed and (ii) certify that the work completed complies with the contract requirements. The Stage Completion Certificate shall be executed and certified by the Contractor’s Project Manager.

(End of clause)

E.5 Liens and Encumbrances Following payment of the sums due to Contractor by Government hereunder, Contractor agrees to deliver the vessel to the Government free and clear of any and all liens, claims, encumbrances and rights in rem in favor of Contractor or any workmen, materialmen, subcontractors, lenders, creditors, or others to whom Contractor is responsible, excluding liens, mortgages or encumbrances created by Government. In the event of the filing or attaching of any lien or encumbrances created or suffered by or through Contractor or any of its subcontractors or suppliers against the vessel before final payment, Government may, but shall not be required to, satisfy the same out of any amount remaining to be paid to Contractor hereunder, without prejudice to the Government’s right to recovery from the Contractor of the full amount expended to discharge any such lien, claim, encumbrance or right in rem. When final payment is to be made under this Contract, as condition precedent thereto, Government may, in its discretion, require that Contractor provide to Government a statement certifying and indemnifying Government against any liens or rights in rem of any kind of lien against the vessel or its respective machinery, fittings, or equipment which relate to actions of Contractor and excluding any liens or encumbrances created by Government. In addition to and notwithstanding the foregoing, Contractor agrees to indemnify Government and hold it harmless from and against all liens and claims for labor, material, taxes, privileges and licenses arising out of, in connection with, or resulting from the operations or activities of Contractor, its employees or agents or subcontractors and the employees or agents of their subcontractors, and agrees to defend any such claim asserted or suit brought against Government and/or any vessel and to pay any judgment rendered in any such action, provided, however, that Government shall have the right, if it so elects, to participate at its own expense in the defense of any such claims or suits, but such participation shall not operate to affect Contractor’s liability and obligation hereunder. The Contractor shall, no more than three months prior to the delivery of the

RFP# 693JF718R000029, Page 12 vessel perform searches in the applicable county, state and court registries, including those where liens under the Uniform Commercial Code are filed, in order to determine whether any tax, financing, materialmen’s or other liens encumber the vessel and associated equipment and deliver copies of such reports to the Government.

(End of clause)

E.6 Acceptance and Delivery Delivery and acceptance of the vessel shall occur at the shipyard where the vessel was constructed or other mutually agreed upon location. As of the time of delivery of a vessel, the Contractor shall have executed and delivered to Government a Certificate of Completion and Delivery in the form of Attachment J-7 stating (i) that the vessel has been completed; (ii) that all trials, inspections and tests have been satisfactorily completed; (iii) that the vessel complies with the Contract and is free from known defects; (iv) that the title of the vessel is free of all liens and encumbrances; (v) that the vessel is in compliance with any other document reasonably required by the Government, by applicable law or by any regulatory authority in order for the Government to have the vessel documented in the Government’s name and to allow the vessel to commence operations with a coastwise endorsement in the United States; and (vi) that the statements set forth in this certificate are true and correct and subject to the False Statements Act. Upon receipt of the vessel and all deliverables, which meet all the requirements of the Contract, Government shall execute and deliver to Contractor the Certificate of Delivery and Acceptance in the form set forth in Attachment J-6.

E.7 Liquidated Damages

The Government reserves the right to assess liquated damages (LD) when unsatisfactory or late performance harms the Government. Damages assessed may be settled via a reduced future invoice or a direct billing to the Contractor.

Liquidated damages may be assessed by the Government for late delivery of an ordered vessel as follows:

Days Late Category Daily LD Rate Up to 30 $ - 0 – 31 – 90 $8,860.00 91 – 150 $9,360.00 >150 days The Government reserves the right to execute any combination of the above and/or terminate the contract for cause.

Damages could be assessed at multiple rates if the number of days late crosses days late categories.

In the instance where multiple vessels have been ordered and not yet delivered, liquated damages

RFP# 693JF718R000029, Page 13 will be individually assessed per ordered vessel, as warranted.

(End of Clause)

E.8 [RESERVED]

E.9 Passage of Title, Identification and Risk of Loss

(a) Title to the vessel shall pass from the Contractor to the Government upon acceptance of the vessel through the execution of the Certificate of Delivery and Acceptance (Attachment J-6).

(b) The Contractor is required to identify the Government as the owner of the vessel for the purposes of vessel registration and certification even before the acceptance of the vessel by the Government.

(c) Identification of the Government as the owner of the vessel as required under paragraph (b) of this clause does not transfer the title of the vessel or the risk of loss of the vessel to the Government if the said identification took place prior to the Government’s acceptance of the vessel.

(d) The risk of loss of the vessel shall remain with the Contractor until the Government accepts the vessel from the Contractor.

(End of clause)

E.10 Government Failure to Remove the Vessel

(a) Upon Government acceptance of the vessel, Government has 15 days to remove the vessel from the Shipyard where the vessel shall be constructed.

(b) The contractor may bill the Government up to $1,500 per day for each day that Government fails to comply with the requirements of paragraph (a) of this clause.

RFP# 693JF718R000029, Page 14

SECTION F: Deliveries or Performance

F.1 See Section J of this Contract for the attached list of deliverables.

F.2 See Sections B of this Contract for the delivery schedules and period of performance

RFP# 693JF718R000029, Page 15

SECTION G: Contract Administration Data

G.1 Government Representatives This Contract will be administered by an authorized representative of the Contracting Officer. In no event, however, will any understanding or agreement, modification, change order, or other matter deviating from the terms of the contract between the Contractor and any person other than the Contracting Officer be effective or binding upon the Government, unless formalized by proper contractual documents executed by the Contracting Officer. The authorized representative as indicated hereinafter:

The Contracting Officer’s Representative (COR) will be designated by the Contracting Officer as the authorized representative of the Contracting Officer. The COR is responsible for monitoring performance and the technical management of the effort required hereunder, and should be contacted regarding questions or problems of a technical nature.

G.2 Designation of Contracting Officer The Contracting Officer (CO) for this Contract is:

Ken Egbuna U.S. Department of Transportation Maritime Administration, MAR-380 1200 New Jersey Avenue SE, 2nd Floor Mail Stop: W26-437 Washington, DC 20590 Email address: ken.egbuna@dot.gov Phone number: 202-366-5211

G.3 Contracting Officer’s Representative

(a) The Contracting Officer’s Representative (COR) is responsible for the technical aspects of the project and technical liaison with the Contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the contract or assigned by the CO.

(b) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes, which affect the contract price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express prior authorization of the Contracting Officer.

With the approval of the Contracting Officer, the COR may designate assistant COR(s) to act for him by naming such assistant(s) in writing and transmitting a copy of such designation through the Contracting Officer to the Contractor.

(c) The COR for this Contract will be: [TBD]

(d) The COR may be changed by the Contracting Officer at any time, but notification of the change, including the name and address of the successor COR, will be promptly provided to the Contractor by the Contracting Officer in writing.

RFP# 693JF718R000029, Page 16

G.4 Invoice Address and Attachment

(a) Invoices for payment shall be sent to: MARADInvoices@faa.gov.

(b) A corresponding Stage Completion Certificate, which must be signed by the Contractor’s designated Project Manager, must be attached to every invoice.

RFP# 693JF718R000029, Page 17

SECTION H: Special Contract Requirements

The requirements set forth below are attached as addenda to FAR 52.212-4 and take precedence over the conflicting requirements if that clause.

H.1 Definitions

Capitalized terms in this RFP and not otherwise defined herein have the meaning attributed below:

“ABS” means the American Bureau of Shipping.

“Actual Acceptance Date” means the date the Certificate of Delivery and Acceptance is executed by the Contracting Officer.

“Affiliate” has the definition set forth in FAR 2.101.

“Certificate of Completion and Delivery” means the certificate in the form set forth in Exhibit J-7.

“Certificate of Delivery and Acceptance” means the certificate in the form set forth in Exhibit J-6.

“Contract Design” means the design that is the basis for which the shipyard contract with the VCM is based for purposes of meeting all the requirements of this Contract. This may include but is not limited to principal characteristics including accommodation capacity, calculations, hull form, general arrangements, primary structure, deadweight, hydrostatics and stability, propulsion characteristics, service speed and contract specifications.

“Contracting Officer's Representative” or “COR” has the meaning ascribed thereto in clause G.3.

“Contractor” means the VCM.

“CSOW” has the meaning ascribed thereto in clause L.8.

“Delivery Order” or “DO” has the meaning ascribed thereto in clause H.2.

“Functional Design” means the advanced design suitable for the development of production drawings and based on the further refinement of the Contract Design. This can be the basis for purchase specifications; development of design for compartment arrangement drawings, system diagrams, scantling drawings, intact and damaged stability, hull form and model tests, functional system calculations and includes all drawings and calculations needed for Class and regulatory approval. This design should include any updates through construction and all regulatory body approved documents.

“Government” means the government of the United States of America.

RFP# 693JF718R000029, Page 18

“Government Furnished Equipment” or “GFE” means the equipment and items furnished by the Government as set forth in H.25.

“Government Furnished Information” or “GFI” means the information furnished by the Government as set forth in H.25.

“Guidance Design” means the documents and information included in Attachment J-5.

“Key Personnel” means the Project Manager, Technical Manager, Chief Inspector, and Contract Executive identified by name in clause H.10.

“Milestone” has the meaning ascribed thereto in clause H.14.

“NS-E” means Nautical Systems Enterprise.

“Offeror” means a VCM submitting a bid in response to the RFP pursuant to Section L.

“Organizational Conflict of Interest” or “OCI” has the meaning ascribed thereto in clause H.7.

“Oversized Item” means an item too big to fit onto the vessel in its designated location after the NSMV construction has been substantially completed.

“Payment Bond” has the meaning ascribed thereto in clause H.3(a).

“Performance Bond” has the meaning ascribed thereto in clause H.3(b).

“Person” has the meaning ascribed thereto in clause H.7(a).

“RFP” means Solicitation # 693JF718R000029: NSMV Construction Manager Request for Proposal, as amended from time to time.

“Scheduled Acceptance Date” means the last day of the period of performance identified in the Delivery Order for the vessel.

“Scheduled Delivery Date” means the last day of the period of performance identified in the Delivery Order for the vessel.

“Shipyard Selection Abstract” has the meaning ascribed thereto in clause H.15(b).

“Shipyard Selection Report” has the meaning ascribed thereto in clause H.15(b).

“SOO” has the meaning ascribed thereto in clause C.2.

RFP# 693JF718R000029, Page 19

“Stage Completion Certificate” has the meaning ascribed thereto in clause E.4.

“Task Order” or “TO” has the meaning ascribed thereto in clause H.2.

“VCM” means the vessel construction manager.

“VCM Contract” means the contract to be entered into between a vessel construction manager and MARAD in accordance with the terms and conditions of this RFP.

“VCM Contract Award Date” means the date of award of the VCM Contract by MARAD.

“Warranty Period” means, with respect to each NSMV, the period of time from the Actual Acceptance Date to the date that is three hundred and sixty-five (365) days after the Actual Acceptance Date.

H.2 Ordering Work performed under this Contract will be accomplished through the issuance of firm-fixed price Task Orders (TO)/Delivery Orders (DO) by the Contracting Officer. The contract CLIN, which requires the Contractor to deliver vessel(s) to the Government, will be executed via Delivery Orders and the CLINs through which services will be performed for the Government will be executed v ia Task Orders. At a minimum, every TO/DO shall:

1. direct the Contractor to accomplish specific work within in the scope of the contract;

2. fund the specific work ordered;

3. reference the fiscal year and program element that funds the work ordered;

4. contain a delivery or completion date for the work ordered;

5. identify the format and content of any deliverables to be provided by the Contractor; and

6. contain a firm-fixed price for the task or supply ordered.

H.3 Performance Bond and Payment Bond

(a) The Contractor shall furnish a performance bond in the form of Attachment J-1 (“Performance Bond”) for the protection of the Government in an amount equal to 100% percent of the amounts of the following Delivery Orders: Delivery Order for the construction of NSMV I, Delivery Order for the construction of NSMV II, Delivery Order for the construction of NSMV III, Delivery Order for the construction of NSMV V and the Delivery Order for the construction of NSMV no more than seven days after the award date of the said Delivery Order(s).

(b) The Contractor shall furnish a payment bond in the form of Attachment J-2 (“Payment Bond”) for the protection of the Government in an amount equal to 100% of the amounts of the following Delivery Orders: Delivery Order for the construction of NSMV I, Delivery Order for the construction of NSMV II , Delivery Order for the construction of NSMV III, Delivery Order for the construction of NSMV IV and Delivery Order for the construction of NSMV V no more than seven days from the award date of the said Delivery Order(s).

(c) The Contractor shall not perform any task under the Delivery Orders, which are listed in

RFP# 693JF718R000029, Page 20 paragraphs (a) and (b) of this clause unless it first furnishes the Government with the required Performance Bond and Payment Bond.

(d) The Government may require additional performance and payment bonds protection if a Delivery Order price is increased. The Government may secure additional protection by directing the Contractor to increase the penal amount of the existing bonds or to obtain additional bonds.

(e) The Contractor shall use the performance and payment bonds forms, which are set forth in forms J-1 and J-2 respectively (Section J) to secure the said bonds.

(f) Every Performance Bond and Payment Bond shall be effective no more than seven days from the award date of the Delivery Order that they cover to 365 days from the Actual Acceptance Date.

(g) The bonds shall be in the form set forth in J-1 and J-2, respectively, and shall be supported by corporate sureties whose names appear on the list contained in Treasury Department Circular 570, individual sureties, or by other acceptable security such as postal money order, certified check, cashier’s check, irrevocable letter of credit, or, in accordance with Treasury Department regulations, certain bonds or notes of the United States. Treasury Circular 570 is published in the Federal Register, or may be obtained from the:

U.S. Department of Treasury Financial Management Service Surety Bond Branch 3700 East West Highway, Room 6F01 Hyattsville, MD 20782 Or via the internet at http://www.fms.treas.gov/c570/ .

H.4 Modification and Expiration of Bonds

(a) Upon the Actual Acceptance Date of a vessel, as evidenced by a mutually executed Certificate of Delivery and Acceptance, the penal amount of the Payment Bond and the Performance Bond shall be reduced by 75% for the Warranty Period.

(b) The Payment Bond and the Performance Bond shall expire (regardless of whether the original written form of the Performance Bond and the Payment Bond has been returned to the surety or Contractor for cancellation or otherwise) on the date following 365 days after the Actual Acceptance Date of the vessel.

H.5 Insurance At all times during the term of this Contract, the Contractor shall provide for insurance coverages, with an insurance company or companies authorized to do business in the state in which the vessel is being constructed, of the kind and in the minimum amounts as follows:

RFP# 693JF718R000029, Page 21

(a) Workmen’s Compensation Insurance including occupational disease and coverage under the United States Longshoremen’s and Harbor Worker’s Compensation Act, such insurance to cover all benefits provided by the applicable Act; also Employer’s Liability Insurance extended to include coverage for Maritime Employer’s Liability (i.e., Jones Act, Death on the High Seas Act and transportation, wages, maintenance and cure) with minimum limits of $1,000,000 in any one occurrence. The Government agrees that Contractor’s statutorily approved self-insured status issued by the U. S. Department of Labor for such liability is acceptable in lieu of commercial insurance.

(b) Comprehensive General Liability Insurance with an endorsement specifically covering the liability assumed by the Contractor under this Contract or evidence of blanket contractual liability that specifically addresses the exposures of this Contract, sudden & accidental seepage & pollution coverage, with minimum limits of $1,000,000 per occurrence.

(c) Builder’s Risk Insurance naming Government as a named insured and loss payee, as its interests may appear, covering each vessel, the work and materials for their full insurable value against all risks, including but not limited to fire, while under construction and/or fitting out and/or on dock trials or sea trials, including materials in buildings, workshops, yards and docks of the shipyard, or on quays, pontoons, craft, etc., and against all risks while in transit to and from the shipyard and/or the vessel(s), wherever she may be lying, also all risks of loss or damage through collapse of supports or ways from any cause whatever, and all liability risks of Contractor and Government with respect to construction and delivery of the vessel(s). Such policy shall provide coverage for any Government Furnished Equipment while at the shipyard and during transit to/from the shipyard as declared, valued and identified by Government to Contractor. Such insurance will be in the amount of the full insurable value of the vessel(s), work and materials.

Any provisions of the Builder’s Risk Insurance liability coverages that would limit liability coverage for any assured to liabilities “as Government,” or words of similar effect, or that would exclude liabilities for injury or death of “employees” of an assured, while part of the vessel’s crew for purposes of dock trials or sea trials, must be deleted or appropriately modified by endorsement to the policy.

(d) Excess Liabilities providing excess liability coverage above the primary liability coverages noted above with a minimum limit of $25,000,000. To the extent limits above this $25,000,000 minimum limit are purchased by Contractor, such additional limits shall also cover Government as an additional insured with the same provisions as noted for the $25,000,000 minimum limit.

(e) Certificates of Insurance. Before commencing work, the Contractor shall furnish the Government with Certificates of Insurance indicating (1) kinds and amounts of insurance as required, (2) the names of the insurance company or companies providing the aforesaid coverages, (3) the effective and expiration dates of policies, (4) that Government will be given 30 days written advance notice of any cancellation or material change in any policy, or in the event of non-payment of premiums, 30 days written advance notice, (5) waiver of subrogation endorsement has been attached to all policies, (6) that the Government has been named as the insured under the insurance policies required in paragraphs (b), (c), and (d) of this clause H.4,

(7) the territorial limits of all policies, and (8) the Contractor shall be responsible for the payment

RFP# 693JF718R000029, Page 22 of all deductibles.

(f) The Certificate of Insurance must also contain the following statement from the insurance provider:

“The terms or conditions of insurance contained in this cover note or document shall govern and shall be controlling in the event that there are any inconsistent terms or conditions in the applicable insurance provider rules or insurance policy. Underwriters agree to waive any rights of subrogation against the United States in all cases, regardless of cause. The United States shall not be liable for (and there shall be no recourse against the United States for) deductibles, premiums, additional premiums, calls, commissions, advancements, assessments, or overspill claims. It is understood that any disputes between the insurer and the United States will be governed by U.S. law, and will be adjudicated in a U.S. Federal Court. The United States has not consented to the arbitration (either domestic or foreign) of any disputes. It is understood that the insurer is not granted a lien on the covered vessel under any circumstances.”

H.6 Notice of Insurance Policy Cancellation or Change The insurance policies shall contain an endorsement that any cancellation or material change in the policy adversely affecting the Contractor’s interest or the Government’s interest shall not be effective unless the insurer or the Contractor gives 30 days written advance notice of cancellation or change to the Contracting Officer.

(End of Clause)

H.7 Organizational Conflict of Interest

(a) "Organizational Conflict of Interest" (OCI) means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes corporations, partnerships, joint ventures, and other business enterprises.

(b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the Contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph (a).

(c) It is recognized that the effort to be performed by the Contractor under this contract may create a potential organizational conflict of interest on the instant contract or on a future acquisition. In order to avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interest of the Government, the right of the Contractor to participate in future procurement of equipment and/or services that are the subject of any work under this contract shall be limited as described below in accordance with the requirements of FAR 9.5.

(d) (1) Except as necessary to perform its obligations under this Contract, the Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information provided to the Contractor by the Government during or as a result of performance of this Contract. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the

RFP# 693JF718R000029, Page 23 prohibition against release of Government provided information extends to cover such information whether or not in its original form, e.g., where the information has been included in Contractor generated work or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time.

(2) Except as necessary to perform its obligations under this Contract, the Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information generated or derived during or as a result of performance of this Contract. This prohibition shall expire after a period of three years after completion of performance of this Contract.

(3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equal force to any Affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which the Contractor may merge or affiliate, or any successor or assign of the Contractor. The terms of paragraph (f) of this clause relating to notification shall apply to any release of information in contravention of this paragraph (d).

(e) The Contractor further agrees that, during the performance of this Contract and for a period of three years after completion of performance of this Contract, the Contractor, any Affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which the Contractor may subsequently merge or affiliate, or any other successor or assign of the Contractor, shall not furnish to the United States Government, either as a prime contractor or as a subcontractor, or as a consultant to a prime contractor or subcontractor, any vessel, system, component or service which is the subject of the work to be performed under this Contract. This exclusion does not apply to any recompetition for those vessels, systems, components or services furnished pursuant to this Contract. As provided in FAR 9.505-2, if the Government procures the vessel, system, component, or services on the basis of work statements growing out of the effort performed under this Contract, from a source other than the Contractor, subcontractor, Affiliate, or assign of such, during the course of performance of this Contract or before the three-year period following completion of this Contract has lapsed, the Contractor may, with the authorization of the cognizant Contracting Officer, participate in a subsequent procurement for the same vessel, system, component, or service. In other words, the Contractor may be authorized to compete for procurement(s) for vessels, systems, components or services subsequent to an intervening procurement.

(f) The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest, it shall make immediate and full disclosure in writing to the Contracting Officer. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action which the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter. Notwithstanding this notification, the Government may terminate the Contract for the convenience of the Government if determined to be in the best interest of the Government.

(g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have been aware, RFP# 693JF718R000029, Page 24 of an organizational conflict of interest prior to the award of this Contract or becomes, or should become, aware of an organizational conflict of interest after award of this Contract and does not make an immediate and full disclosure in writing to the Contracting Officer, the Government may terminate this Contract for default.

(h) If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this Contract for default.

(i) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final.

(j) Nothing in this requirement is intended to prohibit or preclude the Contractor from marketing or selling to the United States Government its product lines in existence on the effective date of this Contract; nor shall this requirement preclude the Contractor from participating in any research and development or…