DTMA98R20120001-000003 Final.pdf

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DTMA98R20120001

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1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

Washington DC 20590-0001 Mail Stop W-28-201

00091

1200 New Jersey Avenue, SE

MAR-380

Office of Acquisition U.S. DOT/Maritime Administration

WASHINGTON DC 20590-0001

00091

MAIL STOP W-28-201

1200 NEW JERSEY AVENUE SE

Office of Acquisition MAR-380 U.S. DOT/ Maritime Administration

03/06/2012000003

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

02/15/2012

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Ship Manager Services for Three RRF Vessels

SUMMARY OF CHANGES

1. The proposal due date is hereby extended to 1700 hours ET on March 26, 2012.

2. A minor edit is made to provision F.9 substituting "Group 28" to read "Groups 28 and 29"

3. A minor edit is made to the 2nd paragraph of provision F.3 revising "groups 23 through

27" to read "Groups 28 and 29."

Continued ...

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

Melinda Simmons-Healy

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

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

DTMA98R20120001/000003

4. Revised versions of Sections G, K, L and M incorporating all changes described below are attached.

5. The term "ship group 28" is changed to "Ship Groups 28 and 29" at both L.2 and L.5.1.

6. Mandatory Eligibility Requirements Submission Due Dates and Compliance Dates at L.6.1 are revised.

7. The 2-page limit mentioned in L.9.1.b is removed.

8. An evaluation preference for small business offerors is now found under M.12 BASIS FOR AWARD, specifically M.12.1.1 SMALL BUSINESS CASCADING EVALUATION PREFERENCE applicable only to Ship Group 28 (CAPE HENRY).

9. Answers to offerors' questions not previously answered in Amendment No. 000002.

10. Attachment J.1, the SCA Wage Determination, is replaced with the version issued 02/21/2012 by Department of Labor.

11. Attachment J.19 is supplemented by the addition of one page attached herewith that summarizes in aggregate the American Maritime Officers fringe benefits being paid by the incumbent contractor for licensed crew members of CAPE HORN and CAPE HUDSON.

12. Attached Worksheet: MS Word file that shall be used to compile responses using the J.7

CORPORATE EXPERIENCE AND PAST PERFORMANCE

INFORAMTION form.

13. Attached Worksheet: MS Excel file that shall be used for submission of pricing - Attachment J.15 - Pricing Sheet (Amendment No. 000003)

14. Reference made to "Section M.7" in provision K.14 Certification of Compliance is revised to read "Provisions at L.11 and M.8"

15. NOTE: Item numbers for all Contract Line Items have changed due to the requirement for pricing of two ship groups instead of one ship Continued ...

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Sponsored by GSA

FAR (48 CFR) 53.110

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

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group.

FOB: Destination

0128AA SG28 FY12 ROS with crew CAPE HENRY DA Period of Performance: 07/01/2012 to 09/30/2012

0128AB SG28 FY12 ROS without crew CAPE HENRY DA Period of Performance: 07/01/2012 to 09/30/2012

0128AC SG28 FY12 RRF-10 CAPE HENRY DA

Period of Performance: 07/01/2012 to 09/30/2012

0128AD SG28 FY12 Phase O - operations CAPE HENRY DA Period of Performance: 07/01/2012 to 09/30/2012

0128AE SG28 FY12 Cost reimbursable items CAPE HENRY Period of Performance: 07/01/2012 to 09/30/2012

0228AA SG28 FY13 ROS with crew CAPE HENRY DA Period of Performance: 10/01/2012 to 09/30/2013

0228AB SG28 FY13 ROS without crew CAPE HENRY DA Period of Performance: 10/01/2012 to 09/30/2013

0228AC SG28 FY13 RRF-10 CAPE HENRY DA

Period of Performance: 10/01/2012 to 09/30/2013

0228AD SG28 FY13 Phase O - operations CAPE HENRY DA Period of Performance: 10/01/2012 to 09/30/2013

0228AE SG28 FY13 Cost reimbursable items CAPE HENRY Period of Performance: 10/01/2012 to 09/30/2013

0328AA SG28 FY14 ROS with crew CAPE HENRY DA Period of Performance: 10/01/2013 to 09/30/2014

0328AB SG28 FY14 ROS without crew CAPE HENRY DA Period of Performance: 10/01/2013 to 09/30/2014

0328AC SG28 FY14 RRF-10 CAPE HENRY DA

Period of Performance: 10/01/2013 to 09/30/2014

0328AD SG28 FY14 Phase O - operations CAPE HENRY DA Period of Performance: 10/01/2013 to 09/30/2014

0328AE SG28 FY14 Cost reimbursable items CAPE HENRY Period of Performance: 10/01/2013 to 09/30/2014

0428AA SG28 FY15 ROS with crew CAPE HENRY DA Continued ...

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Period of Performance: 10/01/2014 to 07/27/2015

0428AB SG28 FY15 ROS without crew CAPE HENRY DA Period of Performance: 10/01/2014 to 07/27/2015

0428AC SG28 FY15 RRF-10 CAPE HENRY DA

Period of Performance: 10/01/2014 to 07/27/2015

0428AD SG28 FY15 Phase O - operations CAPE HENRY DA Period of Performance: 10/01/2014 to 07/27/2015

0428AE SG28 FY15 Cost reimbursable items CAPE HENRY Period of Performance: 10/01/2014 to 07/27/2015

0501AA SG29 FY12 ROS with crew CAPE HORN DA Period of Performance: 07/01/2012 to 09/30/2012

0501AB SG29 FY12 ROS without crew CAPE HORN DA Period of Performance: 07/01/2012 to 09/30/2012

0501AC SG29 FY12 RRF-10 CAPE HORN DA

Period of Performance: 07/01/2012 to 09/30/2012

0501AD SG29 FY12 Phase O - operations CAPE HORN DA Period of Performance: 07/01/2012 to 09/30/2012

0501AE SG29 FY12 Cost reimbursable items CAPE HORN Period of Performance: 07/01/2012 to 09/30/2012

0502AA SG29 FY12 ROS with crew CAPE HUDSON DA Period of Performance: 07/01/2012 to 09/30/2012

0502AB SG29 FY12 ROS without crew CAPE HUDSON DA Period of Performance: 07/01/2012 to 09/30/2012

0502AC SG29 FY12 RRF-10 CAPE HUDSON DA

Period of Performance: 07/01/2012 to 09/30/2012

0502AD SG29 FY12 Phase O - operations CAPE HUDSON DA Period of Performance: 07/01/2012 to 09/30/2012

0502AE SG29 FY12 Cost reimbursable items CAPE HUDSON Period of Performance: 07/01/2012 to 09/30/2012

0601AA SG29 FY13 ROS with crew CAPE HORN DA Period of Performance: 10/01/2012 to 09/30/2013

0601AB SG29 FY13 ROS without crew CAPE HORN DA Period of Performance: 10/01/2012 to 09/30/2013

Continued ...

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0601AC SG29 FY13 RRF-10 CAPE HORN DA

Period of Performance: 10/01/2012 to 09/30/2013

0601AD SG29 FY13 Phase O - operations CAPE HORN DA Period of Performance: 10/01/2012 to 09/30/2013

0601AE SG29 FY13 Cost reimbursable items CAPE HORN Period of Performance: 10/01/2012 to 09/30/2013

0602AA SG29 FY13 ROS with crew CAPE HUDSON DA Period of Performance: 10/01/2012 to 09/30/2013

0602AB SG29 FY13 ROS without crew CAPE HUDSON DA Period of Performance: 10/01/2012 to 09/30/2013

0602AC SG29 FY13 RRF-10 CAPE HUDSON DA

Period of Performance: 10/01/2012 to 09/30/2013

0602AD SG29 FY13 Phase O - operations CAPE HUDSON DA Period of Performance: 10/01/2012 to 09/30/2013

0602AE SG29 FY13 Cost reimbursable items CAPE HUDSON Period of Performance: 10/01/2012 to 09/30/2013

0701AA SG29 FY14 ROS with crew CAPE HORN DA Period of Performance: 10/01/2013 to 09/30/2014

0701AB SG29 FY14 ROS without crew CAPE HORN DA Period of Performance: 10/01/2013 to 09/30/2014

0701AC SG29 FY14 RRF-10 CAPE HORN DA

Period of Performance: 10/01/2013 to 09/30/2014

0701AD SG29 FY14 Phase O - operations CAPE HORN DA Period of Performance: 10/01/2013 to 09/30/2014

0701AE SG29 FY14 Cost reimbursable items CAPE HORN Period of Performance: 10/01/2013 to 09/30/2014

0702AA SG29 FY14 ROS with crew CAPE HUDSON DA Period of Performance: 10/01/2013 to 09/30/2014

0702AB SG29 FY14 ROS without crew CAPE HUDSON DA Period of Performance: 10/01/2013 to 09/30/2014

0702AC SG29 FY14 RRF-10 CAPE HUDSON DA

Period of Performance: 10/01/2013 to 09/30/2014

0702AD SG29 FY14 Phase O - operations CAPE HUDSON DA Period of Performance: 10/01/2013 to 09/30/2014 Continued ...

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0702AE SG29 FY14 Cost reimbursable items CAPE HUDSON Period of Performance: 10/01/2013 to 09/30/2014

0801AA SG29 FY15 ROS with crew CAPE HORN DA Period of Performance: 10/01/2014 to 07/27/2015

0801AB SG29 FY15 ROS without crew CAPE HORN DA Period of Performance: 10/01/2014 to 07/27/2015

0801AC SG29 FY15 RRF-10 CAPE HORN DA

Period of Performance: 10/01/2014 to 07/27/2015

0801AD SG29 FY15 Phase O - operations CAPE HORN DA Period of Performance: 10/01/2014 to 07/27/2015

0801AE SG29 FY15 Cost reimbursable items CAPE HORN Period of Performance: 10/01/2014 to 07/27/2015

0802AA SG29 FY15 ROS with crew CAPE HUDSON DA Period of Performance: 10/01/2014 to 07/27/2015

0802AB SG29 FY15 ROS without crew CAPE HUDSON DA Period of Performance: 10/01/2014 to 07/27/2015

0802AC SG29 FY15 RRF-10 CAPE HUDSON DA

Period of Performance: 10/01/2014 to 07/27/2015

0802AD SG29 FY15 Phase O - operations CAPE HUDSON DA Period of Performance: 10/01/2014 to 07/27/2015

0802AE SG29 FY15 Cost reimbursable items CAPE HUDSON Period of Performance: 10/01/2014 to 07/27/2015

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Solicitation DTMA98R20120001 Amendment No. 000003 Questions & Answers

No. QUESTION ANSWER

1 Please confirm that the 2‐page limit for each Performance Reference (L.9.1.b.) refers to the Summary Page we provide for the reference, and not to Attachment J‐7.

The sentence in L.9.1.b stating the 2‐page limit has been removed in the revised version of SECTION L included in this amendment. An MS Word file to be used for Attachment J.7 is attached.

2 Should the reference to Section M.5.1.2 in Section L.9.1.c. (Relevant Contracts) read M.5.1, or is Section M.5.1.2 missing from the solicitation?

The reference to M.5.1.2 is changed to M.6.1.2.

3 I am writing concerning the RFP for the Cape H solicitation above. I have reviewed section J.19 that provides the contracts and MOU’s relative to the solicitation. I notice that both wage and fringe benefit information is provided for the following labor organizations: SIU, SUP, MFOW, ARA, MEBA, and MM&P. Wage information only is provided for AMO. All potential bidders are entitled to receive the current wage and fringe benefit information for each incumbent operating ships in the RRF. I respectfully request that all potential bidders be provided all AMO fringe benefits applicable to the subject solicitation through an amendment and that the due date for receipt of offers be extended so that all bidders have sufficient time to consider this required fringe benefit information.

The solicitation is amended to supplement information under Attachment J.19 with the attached page quantifying the American Maritime Officers fringe benefits being paid licensed crew members of CAPE HORN and CAPE HUDSON by the incumbent contractor.

4 The wage information provided did not include benefit cost information for the AMO. Can this information be provided to ensure we are in compliance with the SCA?

See response to Question No. 3 above.

5 Section G 10.1 requires the ship manager to maintain an Irrevocable Line of Credit. In conversation with our bank, one of the largest national banks, as well as several other banks there is no such instrument as an Irrevocable Line of Credit. Lines of credits are typically subject to financial covenants or performance matrices and if they are not maintained, the line can be terminated. Can you please provide guidance on what available banking facility would be acceptable to meet this requirement?

Sections G, L and M have been revised to reflect the agency's requirement for a Dedicated Line of Credit that is irrevocable during the life of the contract.

SECTION G

CONTRACT ADMINISTRATION

DATA

AMENDMENT NO. 000003

SECTION G -- CONTRACT ADMINISTRATION DATA

G.1 GOVERNMENT FORMS

Government forms may be obtained from the following:

http://www.gsa.gov/portal/forms/type/TOP

G.2 TYPE OF CONTRACT

a. This is a hybrid Firm-Fixed-Price (FFP)/Cost Reimbursable (CR) service contract with priced options subject to the Service Contract Act (SCA), and Fair Labor Standard Act

(FLSA).

b. All items listed in Section B shall be Firm-Fixed-Priced except for those items identified as cost reimbursable items and identified options. (see also Attachment J-9, Reimbursables)

c. This is a multiple year contract. It is anticipated that the services to be performed hereunder will be incrementally funded for each performance period. Performance periods beyond year 1 will be subject to availability of funds.

d. Reimbursable items are defined in Attachment J-9. They are compensated at cost; no overhead, materials handling costs, G&A, or profit may be added to these items, regardless of their cumulative effect.

e. Adjustments to Per Diem Rates: There shall be no adjustments for per diem in Phase M in Section B for the full performance period, as all escalations are to be included in the firm fixed price. Offerors shall include wages and fringe benefits which cannot be less than the predecessor contractors' CBA/MOUs as identified in DOL issued wage determinations.

G.3 DIRECTIONS BY GOVERNMENT PERSONNEL

a. Except as specified in paragraph b. below, no order, statement, or conduct of government personnel who visit the Ship Manager's facilities or in any other manner communicate with Ship Manager personnel during the performance of this contact shall constitute a change under the "changes" clause of this contract.

b. The Ship Manager shall not comply with any order, direction or request of Government personnel that it considers to be outside the scope of the contract, unless issued in writing and signed by the PCO or ACO, or as otherwise directed by this contract.

G.4 CONTRACTING OFFICER’S REPRESENTATIVE / CONTRACTING OFFICER'S

TECHNICAL REPRESENTATIVE (COR/COTR)

a. The PCO/ACO may designate Government personnel to act as the COR/COTR to perform functions under the contract, such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature.

The CO will provide a written notice of such designation to the Contractor after contract award and before NTP. The designation letter shall set forth the authorities and limitations of the COR/COTR under the contract. The PCO will designate the Chief, Division of Vessel Maintenance and Repair as a HQ COR/COTR on all contracts. Ship Managers shall attempt to reach the Maritime Administration COR/COTR/ACOR/COTRs BEFORE contacting MAR-611.

b. The PCO/ACO cannot authorize the COR/COTR, or any other representative, to sign documents (i.e. contracts, contract modifications, etc.) that require the signature of a

CO.

c. The COR/COTR may request the appointment of Assistant Contracting Officer Technical Representatives (ACOR/COTRs) by the ACO. Such written requests shall be made to the respective ACOs, or in the case of headquarters personnel, to the PCO.

ACOR/COTRs shall be appointed in writing by the PCO/ACO, and a copy of this appointment letter provided to each affected Ship Manager. The appointment letter shall specify the name, inclusive dates, and specific limits to the authority of that person appointed.

G.5 DUTIES OF THE CONTRACTING OFFICER’S REPRESENTATIVE / CONTRACTING

OFFICER'S TECHNICAL REPRESENTATIVE (COR/COTR)

a. The COR/COTR is responsible for monitoring the assigned technical aspects of the contract and acts as the technical liaison with the Ship Manager. The COR/COTR is also responsible for the final inspection and acceptance of all reports, and such other responsibilities as specified in their assignment letter. In the event of emergency situations, which threaten the safety of life, limb or property, the Ship Manager shall immediately take all necessary actions; to include expenditure of such funds as may be necessary to preclude such dangers. The Ship Manager shall notify the Maritime Administration ACO and COR/COTR of any such emergency expenditure as soon as possible. A proper TO will be issued at the earliest opportunity practicable.

b. Except as stated elsewhere, the COR/COTR is not authorized to make any commitments or otherwise obligate the Government for any changes, which affect the contract price, terms or conditions. Any contractor request for changes shall be referred to the ACO directly or through the respective Maritime Administration COR/COTR. No such changes shall be made without the prior authorization of the PCO.

c. The COR/COTR may be changed by the Government at any time, and notification of the change shall be provided in writing to the contractor by the ACO or PCO for headquarters personnel.

G.6 DESIGNATION OF GOVERNMENT PERSONNEL

a. The PCO for this contract is:

Ms. Melinda Simmons-Healy Office of Acquisition, (MAR 380) 7737 Hampton Blvd., Bldg. 19, Suite 300 Norfolk, VA 23505 Phone: 757.322.5819 Cell: 757.268.6932

FAX: 757.322.5858

Email: Melinda.Simmons-Healy@dot.gov

b. The Chief of the Contracting Office (COCO) for all Divisional Administrative Contracting Offices is:

Ms. Melinda Simmons-Healy Office of Acquisition, (MAR 380) 7737 Hampton Blvd., Bldg. 19, Suite 300 Norfolk, VA 23505 Phone: 757.322.5819 Cell: 757.268.6932

FAX: 757.322.5858

Email: Melinda.Simmons-Healy@dot.gov

c. Maritime Administration personnel responsible for informing Ship Managers of alert notifications and providing activation authorization are:

MARAD HEADQUARTERS

Mr. William Cahill

MAR 610, Director, Office of Ship Operations

Phone: 202.366.1875 Cell: 202.309.4608 FAX for HQ: 202.366.3954

Mr. Eugene Magee MAR 610.1, Deputy Director, Office of Ship Operations Phone: 202.366.5073 Cell: 202.309-0392

Mr. Paul Gilmour MAR 611, Chief, Division of Maintenance and Repair Phone: 202.366.1882 Cell: 202.309.4609

Mr. Russell Alan Krause MAR 612, Chief, Division of Sealift Operations Phone: 202.366.1031 Cell phone: 202.309.9383

Mr. Mike Franklin MAR 612, Division of Sealift Operations Phone: 202.366.2628 Cell: 202.309.0397

DIVISION OF ATLANTIC OPERATIONS

Mr. Jeffrey McMahon Vessel Operations & Maintenance Officer Phone: 757.322.5816 Cell: 757.287.8471

FAX: 757.322.5857

Mrs. Susan Barba Staff Shipping Representative Phone: 757.322.5802 Cell: 757.268.7074

Mr. William Ingram Supervisory Marine Surveyor Phone: 757.322.5805 Cell: 757.848.8400

Mr. Richard Goldthwaite Supervisory Marine Surveyor Phone: 757.322.5811 Cell: 757.287.0471

DIVISION OF GULF OPERATIONS

Mr. Deepak Varshney Vessel Operations & Maintenance Officer Phone: 504.589.2000 x227 Cell: 202.379.6968 Fax: 409.833.9664

Mr. Kris Verma Staff Shipping Representative Phone: 409.833.9696 x26

Cell: 409.284.1332

Mr. Robert Babin Supervisory Marine Surveyor, New Orleans, LA Phone: 504.589.2000 x226 Cell: 504.218.6501

Mr. Billy Greer Supervisory Marine Surveyor, Beaumont, TX Phone: 409.833.9696 x27 Cell: 409.284.1427

DIVISION OF PACIFIC OPERATIONS

Mr. Hank Ryan Vessel Operations & Maintenance Officer Phone: 415.744.2577 Cell: 415.740.9886

FAX: 415.744.2576

Mr. Simon Tao Staff Shipping Representative Phone: 415.744.2579 Cell: 415.740.4230

Mr. Chuck Johnston Supervisory Marine Surveyor Phone: 415.744.2585 Cell: 415.740.9885

Mr. Kevin Dwyer Supervisory Marine Surveyor Phone: 415.744.2588 Cell: 415.740.4236

d. Authorities

a. Director/Deputy Director of Acquisition (MAR-380) appoints the PCO.

b. The PCO retains the authority to solicit, award and modify the basic terms and conditions of the contract. The PCO shall delegate, in writing, specific authorities to the ACO.

c. Chief of Contracting Office (COCO) is delegated the authority to appoint qualified ACOs and may perform all the duties of ACO.

d. ACO has the authority to appoint COR/COTRs and ACOR/COTRs.

G.7 CLAIMS AND LITIGATION

G.7.1 THIRD PARTY TORT ACTIONS IN ADMIRALTY

G.7.1.1 The Ship Manager is considered the agent of the United States within the meaning of the Suits in Admiralty Act (SIAA), the Public Vessels Act, and the Admiralty Extension Act for all third party tort actions in admiralty cognizable under the Jones Act, General Maritime Law, or the Clarification Act, inclusive of claims for maintenance and cure. Such actions include, but are not limited to, claims for death or injury to crew members or invitees, claims for maintenance and cure, claims for illness to crew members, and claims for property damage to third parties.

G.7.1.1.1 The Ship Manager is not an agent of the United States under the Contract Disputes Act and nothing contained herein shall be deemed to extend to the Ship Manager the status of "agent of the United States" under any laws relating to contracts. (see Section G.7.2) Neither is the Ship Manager an agent of the United States for non-admiralty actions, particularly employer/employee disputes. (see Section G.7.3)

G.7.1.2 Actions covered by G.7.1.1 must be brought exclusively against the United States. See the Suits in Admiralty Act (SIAA), 46 U.S.C. §30903, et seq., which makes the United States the exclusive defendant for all admiralty cases relating to the activities of its agents.

G.7.1.3 The United States will defend the Ship Manager in actions covered by Section G.7.1.1. Such defense will usually be provided through the United States Department of Justice. By entering into this contract, the Ship Manager hereby agrees to accept the representation of the United States in such legal proceedings. The United States will have the sole discretion to determine whether to settle such suits and the United States will control the conduct of the litigation.

G.7.1.3.1 The Ship Manager may, at its own expense, retain legal counsel to work with the United States in defending any claim or suit.

G.7.1.4 Except as set forth in Section G.7.4, Indemnification, the United States bears the sole financial risk for all actions covered by Section G.7.1.1, for which the RRF vessel, the United States, or the Ship Manager is liable provided the liability arose out of the Ship Manager's performance of this contract and the Ship Manager was acting within the scope of this contract.

G.7.2 SUBCONTRACTOR CONTRACT CLAIMS AND DISPUTES

When the Ship Manager acquires products or services as a prime contractor from a subcontractor under the procedures set forth in Attachment J-2, the Ship Manager is not an agent of the United States. Under the Contract Disputes Act the subcontractor has no direct right to sue the United States or the Maritime Administration for claims and disputes arising under its contract with the Ship Manager since there is no privity of contract between such subcontractor and the Maritime Administration. Therefore, any contract disputes, claims or litigation between the Ship Manager and its subcontractor(s) shall be the responsibility of the Ship Manager consistent with Attachment J-2.

G.7.2.1 The Ship Manager shall comply with the provisions in Attachment J-2 to ensure subcontractor and their agents and employees are properly notified that the vessel is a public vessel NOT subject to maritime liens. (see Attachment J- 20)

G.7.3 THIRD PARTY ACTIONS NOT IN ADMIRALTY

G.7.3.1 All liability for third party actions which do not lie in admiralty shall be the sole responsibility of the Ship Manager, not the United States, its agents, servants, and employees, nor the vessels owned by the United States. Such liability includes, but is not limited to, all costs of legal representation. Examples of third party actions which do not lie in admiralty include, but are not limited to:

(a) All employer/employee claims or suits brought by the seamen employed by the Ship Manager or by their union, either via arbitration or in court, i.e.:

(i) Allegations of discrimination, including sexual harassment.

Discrimination claims include, but are not limited to, those claims arising under Title VII of the Civil Rights Act, as amended (42 U.S.C. sections 2000e et seq.), the Age Discrimination in Employment Act, as amended (29 U.S.C. sections 621 et seq.), and the Americans with Disabilities Act, as amended, (42 U.S.C.

sections 12117 et seq.); or

(ii) Employment disputes such as disciplinary action undertaken by the Ship Manager against its employee; or

(iii) Enforcement of the terms of the CBAs between the Ship Manager and its unions.

(b) Lawsuits or administrative proceedings brought by federal, state or local authorities alleging the Ship Manager violated federal, state or local laws or regulations; i.e., OSHA or environmental laws and regulations.

G.7.4 INDEMNIFICATION

G.7.4.1 Notwithstanding anything in this contract to the contrary, particularly Section G.7, the Ship Manager agrees to indemnify and hold the United States, the Maritime Administration, and its employees and agents harmless from any damages, loss, or injury resulting either directly or indirectly from:

(a) acts of Gross Negligence, Willful Misconduct or Violations of Law or Regulations of the Senior Management of the Ship Manager; or

(b) acts of Gross Negligence, Willful Misconduct or Violations of Law or Regulations performed by employees, servants, contractors, subcontractors, suppliers or agents of the Ship Manager and which occurred with the Privity or Knowledge of Senior Management of the Ship Manager; or

(c) all third party actions covered by Section G.7.3; or

(d) all maritime liens by third parties where the Ship Manager or its subcontractors or agents failed to notify a third party as required in Attachment J-2, that the vessel was a public vessel not subject to lien under the Maritime Lien Act; or

(e) damage caused by a subcontractor or its agents or employees during the performance of their work which is reimbursable by insurance, an indemnification clause or other similar provision required by Attachment J-2.

G.7.4.2 Such indemnification shall be provided upon the Maritime Administration's request or, if necessary, the United States may bring a legal action, either directly or in a third party action, against the Ship Manager and/or individuals working for the Ship Manager, for damages, loss, or injury to the United States.

G.7.4.3 Definitions (for purposes of this section):

(a) Senior Management means those individuals responsible for senior management of the Ship Manager's organization with respect to major components of any of its operations relating to the NDRF or RRF vessels.

Senior Management will include the chief executive officer, president, vice president(s), and head(s) of vessel operations for the Ship Manager.

(b) Privity or Knowledge means that the relevant individuals had either personal cognizance of the circumstances, which either caused or contributed to the claim or the means to obtain that knowledge of which such person should have availed itself.

(c) Gross Negligence means harm that is willfully inflicted or caused by a wanton disregard of a duty of care.

(d) Third Party means all persons who are not parties to this contract.

(e) Violation of Law or Regulation means instances where civil or criminal liability results from a violation of a law or regulation that falls on the vessel, the United States and/or the Ship Manager. A Violation of Law or Regulation will not be deemed to occur for purposes of this definition when liability occurs without fault on the part of the Ship Manager.

(f) Willful Misconduct means conduct that is either intentional or committed under circumstances exhibiting a reckless disregard for the safety of others, such as a failure after knowledge of impending danger to exercise ordinary care or a failure to discover the dangers through recklessness or carelessness.

G.7.5 DUTY OF COOPERATION

G.7.5.1 The Ship Manager has a duty to fully cooperate in the defense of any claim or action (whether or not such claim or action is in admiralty) for which the United States bears a financial risk or a responsibility to defend.

G.7.5.1.1 As soon as practicable after the occurrence of any claim or suit, or any loss or damage for which the Ship Manager believes the United States is at risk under this contract; the Ship Manager shall immediately furnish the assigned ACO, with a copy to the assigned COR/COTR, detailed written notice of such claim, suit, loss, and/or damage as well as a copy of every demand, notice, summons, complaint, or other process received by the Ship Manager or its employees or representatives.

G.7.5.1.2 The Ship Manager will cooperate with the Government and, upon request, will assist in effecting settlements, securing and giving evidence, technical advice, and obtaining the attendance of witnesses for consultation, depositions, and trials. Such information, advice, evidence and documentation will be given by the Ship Manager to the United States in the manner and form the United States requires.

G.8 CLAIMS AND REPORTS

G.8.1 Claims by crew members shall be processed in accordance with the provisions listed in Attachment J-3, Supplement A, Seafarer's Personal Injury/Illness Claims.

G.8.2 Claims submitted by ROS crew members are subject to the same processing of Attachment J-3. However, since ROS seamen do not sign articles, they are not entitled to unearned wages.

G.8.3 Report of Injuries/Illness: The Ship Manager shall submit quarterly (Oct, Jan, Apr, Jun) reports of injuries/illness via email in addition to the information required in Attachment J-3, Supplement A, Section 5. Submissions for multiple vessels or contracts may be combined, and shall be provided to the ACO, COR/COTR, Division of Marine Insurance, and RRF Program Manager.

G.8.4 On an annual basis (prior to the close of the fiscal year) the Ship Manager shall reconcile TO closeouts and notify the ACO/COR/COTR of any excess funding deobligation on any TO which was issued in connection with Maintenance and Cure.

The Ship Manager shall provide a revised estimate of anticipated obligations for the upcoming fiscal year. The Government will provide new funding with the next fiscal year allotments.

G.8.5 Upon reporting that a case is closed, Ship Managers shall advise the ACO so that TOs with any remaining reserve funding may be liquidated.

G.9 MEDICAL INVOICE REVIEW SERVICES

Medical Invoice Review services shall be obtained by the Ship Manager from competent commercial sources. Ship Managers shall obtain the use of a third party to assist with reviewing and validating costs submitted on medical invoices. A copy of the service agreement shall be provided to the ACO within sixty (60) days of contract award. Ship Managers shall obtain a medical invoice review service, which operates on a percentage of savings basis. If it is impossible to obtain a percentage payment service, then the cost of this service is reimbursable.

G.10 MINIMUM WORKING CAPITAL REQUIREMENTS

G.10.1 Dedicated Line of Credit: The Ship Manager shall maintain a Dedicated Line of Credit of at least $350,000 per vessel with a federally insured bank or financial institution. The form and substance of this Line of Credit shall:

a. be dedicated solely for the purpose of vessel activations or any services/activities associated with vessel activations under the Ship Manager contract;

b. be irrevocable throughout the life of the contract and any extensions thereto;

c. remain in effect throughout the life of this contract, without change or alteration, without prior approval of the Maritime Administration's ACO;

d. as part of the provisions of this Dedicated Line of Credit, the bank or financial institution providing same shall notify the MARAD Office of Budget and Programs/CFO of any changes in the outstanding amount, form or substance of the Line of Credit. This may be accomplished by the bank providing copies of any statements, which are provided to the Ship Manager;

e. be issued by a bank or financial institution must be federally insured; and

f. the terms of all proposed Dedicated Lines of Credit should first be determined acceptable by the Maritime Office of Budget and Programs/CFO. The Ship Manager shall notify the ACO if there is any change in the status of their $350,000 line of credit per vessel.

G.10.2 Alternative: Where a firm has sufficient financial resources to meet the $350,000 per vessel financial requirements, and wishes to rely on those resources instead of obtaining a Line of Credit, the Maritime Administration will consider this alternative financing. To receive the Maritime Administration's approval for this alternative, a firm must submit, with their proposal, a current audited financial statement of the firm or the parent, as appropriate, for the Maritime Administration's approval. In addition, firms receiving awards shall submit to the PCO, for Maritime Administration's approval, an annual audited financial statement each year of the contract, and if MARAD determines that the contractor no longer has sufficient financial resources at any time during the contract, the Contractor shall obtain an acceptable Dedicated Line of Credit.

G.11 TASK ORDERS - REIMBURSABLE

G.11.1 General

(1) Any reimbursable supplies and services to be furnished by the Ship Manager under this contract shall be authorized by issuance of TOs.

(2) All TOs are subject to the terms and conditions of this contract. In the event of conflict between a TO and this contract, the contract shall have precedence.

G.11.2 Issuance

(1) The scope of TOs may vary greatly. The Ship Manager shall not commence work until they receive a TO executed by an authorized Maritime Administration

CO.

(2) Prior to issuance of a TO, the Ship Manager shall submit a written specification, cost estimate and time estimate, for completion of the required work. The specification will be reviewed, approved or modified by the Maritime Administration prior to issuance of a TO. At a minimum, the cost estimate shall include the labor and material costs for each work item. (See PWS in Section C)

(3) A TO is considered issued when posted electronically and notification is sent to the Ship Manager.

G.11.3 Acceptance of the Task Order

(1) Implied Acceptance. Acceptance of the TO by the Ship Manager shall be implied if, after three (3) working days of receipt, the Ship Manager has not notified the ACO, either orally or in writing, of problems and/or disagreements with the TO.

(2) After the commencement of performance under the TO, the Ship Manager shall notify the COR/COTR in writing of the need for required revisions, or to request additional funds.

G.11.4 Expedition of Task Order(s) for Activation(s)

(1) Upon receipt of an activation notice, the ACO will communicate to the Ship Manager the number of the task order that will be used for Activation.

(2) The Ship Manager may then use the activation Task Order number within RMS to facilitate timely issuance of commercial purchase orders in support of the activation efforts.

(3) The executed Task Order will be issued within three working days of the receipt of funding.

G.11.5 Verbal Orders

(1) In addition to the specific situation by which no-notice activations are ordered under F.8.b, the PCO or an ACO may issue a verbal order based on emergent circumstances deemed by the contracting officer to warrant such a measure.

Such actions will be confirmed in writing as expeditiously as possible by issuance of a task order or task order modification as appropriate.

G.12 EXPENDITURE AND TRACKING OF REIMBURSABLE FUNDS

G.12.1 Upon receipt of the executed TO, the Ship Manager may proceed in accordance with procedures in Attachment J-2.

G.12.2 It is the Ship Manager's responsibility to track all funds expended under reimbursable TOs. The SM shall develop a system, which tracks funds obligated and funds available on each TO. Funds shall be further tracked to show the status of purchase order(s) (PO) issued, funds obligated and expended, and PO closed out. The system shall further track the PO to the deficiency(ies) covered by the TO. At times, a PO may cover several deficiency(ies). Alternatively, a deficiency(ies) DSN may require the use of several POs. The tracking system must be able to accommodate such possibilities. The Maritime Administration may request a copy of the tracking document on an "as needed" basis, or as often as monthly.

G.13 PURCHASING RESTRICTIONS

a. Interested or Related Company. Agreements or arrangements with any interested company to render any reimbursable service or to furnish any reimbursable stores, supplies, equipment, materials, repairs or facilities hereunder shall be submitted to the ACO for approval. Unless and until such agreements or arrangements have been approved, compensation paid to any interested or related company shall be subject to review and readjustment by the ACO, who may deny payments, in whole or in part, if such compensation is deemed to be inappropriate or unreasonable.

b. The term "interested company" shall mean any person, firm, or corporation in whom the Ship Manager or related company of the Ship Manager, may own any substantial financial interest therein, either directly or indirectly. An "interested company" shall also exist when any substantial financial interest in the company (either directly or indirectly) rests with:

1) immediate family members of the Ship Manager

2) any employee of the Ship Manager who is charged with executive or supervisory duties or

3) any member of the immediate family of any such officer, director, employee or

4) any officer or director of any related company of the Ship Manager or

5) any member of the immediate family of any officer or director of any related company of the Ship Manager.

c. The term "related Company" as used to indicate a relationship with the Ship Manager for the purpose of this Article only, shall include any person or concern that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Ship Manager. The term "control" (including the term "controlled by" or "under common control with") as used herein, means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Ship Manager (or related company) whether through ownership or control of voting securities, by contract or otherwise.

G.14 TYPES OF INVOICES

a. Invoices shall be submitted on a monthly basis per task order from date of issuance. All invoices shall be submitted for one of the following two (2) categories:

(1) Fixed Price CLIN.

(2) Reimbursable CLIN.

b. General. The Ship Manager shall submit invoices in accordance with Office of Management and Budget (OMB) Circular A-125, Prompt Payment, and FAR 52.232-25, Prompt Payment (Oct 2003), as described herein. All invoices shall be submitted electronically via the Maritime Administration DOT Electronic Invoice Systems (EIS), at https://marweb.marad.dot.gov/eis/.

c. Ship Manager shall submit invoices in accordance with instructions contained on the EIS website.

G.15 TRAVEL REQUIREMENTS

G.15.1 Reimbursable travel performed by the Ship Manager, subcontractors and crew, in direct performance of this contract will be reimbursed on an actual and allowable basis. Travel costs for subsistence and lodging shall not exceed the Federal Travel Regulations (FTR) at http://gsa.gov/portal/category/21222, except as stated in FAR 31.205-46.

(1) Vouchers are required when submitting travel claims.

(2) Crew members may submit claims without itemized receipts for subsistence and lodging at the current rate set in labor agreements, if less than the FTR rate.

(3) The Contractor shall use only coach or economy airfares while performing travel under this contract, unless otherwise authorized by the ACO. For travel performed on a cost reimbursable basis all cost documentation must accompany invoices for reimbursement except as identified above.

G.15.2 The Federal Travel directory will be used to verify current maximum allowable subsistence and lodging rates.

G.15.3 Requests for travel reimbursement shall be clearly identified and submitted on a SF 1012, Travel Voucher (Attachment J-18) or other form acceptable to the ACO.

Requests for reimbursement of travel expenses, including supporting documentation thereof, shall not include commingled reimbursable and fixed price travel cost data.

G.16 METHOD OF PAYMENTS

(1) The Ship Manager shall forward the information required below, to the Department of Transportation, Maritime Administration, Funds Control Office, 1200 New Jersey Ave.

S.E., Washington, DC 20590, not later than fourteen (14) days after receipt of the notice of award. It is the Ship Manager's responsibility to furnish changes promptly to avoid payments to erroneous addresses or bank accounts.

(2) Electronic Funds Transfer Payment Methods. Payments under this contract will be made by the Government either by check or electronic funds transfer (EFT) (through the Automated Clearing House (ACH)), at the option of the Government. Submit a completed SF 3881 (Attachment J-11) to the address above in (1). The SF 3881 designates a financial institution for receipt of EFT payments. See the clause in Section I, FAR 52.232-33, Payment by Electronic Funds Transfer - Central Contractor Registration (Oct 2003).

G.17 CONTRACTORS PURCHASING SYSTEM REVIEW REQUIREMENTS

The Maritime Administration requires all contractors to submit procedures for approval of their purchasing system within ninety (90) days of NTP. Attachment J-2 contains the policies and procedures for meeting Maritime Administration's requirements.

G.18 POST AWARD CONFERENCE

A post-award conference may be held within the first sixty (60) days after award. Attendees will include the Maritime Administration CO/ACO, the COR/COTR or ACOR/COTR, and other personnel deemed necessary to represent the Government. The Ship Manager (Contractor) may be represented by the Ship Manager's employees as deemed appropriate. This conference will be scheduled for a time mutually agreeable to the Ship Manager and to the Government.

The purpose of this conference is to review the terms and conditions of the contract, to discuss technical matters pertaining to contract performance, and to address any questions brought forth by either the Ship Manager or the Government.

[END OF SECTION G]

SECTION K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

K.1 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

(a) The offeror certifies that—

(1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other offeror or competitor relating to—

(i) Those prices;

(ii) The intention to submit an offer; or

(iii) The methods or factors used to calculate the prices offered.

(2) The prices in this offer have not been and will not be knowingly disclosed by the offeror, directly or indirectly, to any other offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and

(3) No attempt has been made or will be made by the offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition.

(b) Each signature on the offer is considered to be a certification by the signatory that the signatory—

(1) Is the person in the offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this provision;

or

(2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this provision ____________________ [insert full name of person(s) in the offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the offeror’s organization];

(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) of this provision have not participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this provision; and

(iii) As an agent, has not personally participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this provision.

(c) If the offeror deletes or modifies paragraph (a)(2) of this provision, the offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure.

K.2 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE

CERTAIN FEDERAL TRANSACTIONS (SEPT 2007)

(a) Definitions. As used in this provision—“Lobbying contact” has the meaning provided at 2 U.S.C. 1602(8). The terms “agency,” “influencing or attempting to influence,” “officer or employee of an agency,” “person,” “reasonable compensation,” and “regularly employed” are defined in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12).

(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12) are hereby incorporated by reference in this provision.

(c) Certification. The offeror, by signing its offer, hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this contract.

(d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made.

(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352.Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure.

K.3 52.204-5 WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (MAY 1999)

(a) Definition. “Women-owned business concern,” as used in this provision, means a concern that is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

(b) Representation. [Complete only if the offeror is a women-owned business concern and has not represented itself as a small business concern in paragraph (b)(1) of FAR 52.219-1, Small Business Program Representations, of this solicitation.] The offeror represents that it [ ] is a women-owned business concern.

K.4 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that—

(i) The Offeror and/or any…