PE_14_RFP.docx

N00033-14-R-2010

Section SF 1449 - CONTINUATION SHEET

Daily Hire Rate - Vessel 1

FFP

FOB: Destination

NET AMT

Daily Hire Rate - Vessel 2

NET AMT

Reimbursables - fuel

NET AMT

Mobilization/Demobilization

NET AMT

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

31-MAY-2014

31-MAY-2014

NOTES ON CONTRACT

INVOICE INSTRUCTIONS: See clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) the Section WAWF Instructions below.

CLINs in Blocks 19-24: CLINs may be added to designate amounts funded for specific purposes, e.g., fuel, overtime, insurance, port charges and expenses, and, if used, restrict the funding amount available for each respective purpose. See Reimbursable Expenses for details.

The SCHEDULE of Supplies and Services follows as the CLINS and the Performance Work Statement.

RATE TABLE

CONTRACT PRICING FOR CHARTER

(To be filled in by the Government)

FIRM PERIOD

Vessel Name

DAILY RATE

SUBTOTAL (4 DAYS)

MOBILIZATION/

DEMOBILIZATION

TOTAL

1.

2.

The rates to be paid under this Charter Party contract, as offered and accepted at the time of award, are provided in the above Rate Table, which shall be filled in by the Government at the time of award.

RATE STRUCTURE:

DAILY HIRE

Except as otherwise provided herein, the daily hire rate shall be considered payment in full for all services of the Vessel and Associated Equipment and all other requirements under this Charter Party contract, including, but not limited to penalty time, bonuses, payments, and emoluments payable to Master, Officers and crew for services under this Charter, irrespective of the geographic scope of said service and the nominal carriage of ammunition and hazardous cargoes. The Daily Hire rate shall also be considered payment in full for all overtime. This Rate does not include port charges or the price that the Contractor pays for fuel.

PERFORMANCE WORK STATEMENT

PERFORMANCE WORK STATEMENT

1. General

This requirement is for two (2) chartered vessels to be used during the execution phase of exercise PHOENIX EXPRESS 2014, 0700 28 May –1900, 31 May 2014. The two (2) vessels will be used as training platforms to facilitate boarding exercises in the vicinity of Malta. The vessels will be used as boarding platforms to participate in maritime law enforcement operations within compliant boarding scenarios.

2. Employment of the Vessels.

The vessels are required to support the maritime law enforcement operations in the vicinity of Malta. The Control Team (Government) will rendezvous with the vessels at anchor or pier side at 0700 on 28 May 2014. The Control Team will consist of two (2) USN Petty Officers per vessel. The Control Team will disembark the target vessels at anchor or pier side 1900 on 31 May. The operations area is approximately 60 miles southeast of Malta. During the day, the vessels will receive instructions from exercise controllers to move short distances within an 80 square mile operations area. The vessels are required to remain underway the entire exercise.

3. Special requirements:

(a) The vessels shall provide billeting to include meals, water, and sleeping facilities for two (2) embarked Control Team Members

(b) The vessels shall provide administrative support to include e-mail message support for two (2) embarked Control Team Members

(c) The vessels shall allow the use of training or unloaded weapons in a safe condition and without ammunition on board the vessel to facilitate exercise scenario play. If approved by their ship’s master, the vessel’s crewmembers may act as role players for boarding events scheduled against their ships.

(d) Notwithstanding any restrictions in this charter party to the contrary, the contractor agrees to the embarkation of up to an additional 16 government personnel (boarding team) multiple times a day.

4. Vessel Characteristics/Capabilities:

ATTACHMENT A - VESSEL CHARACTERISTIC SHEET

CHARACTERISTIC

NAVIGATION EQUIPMENT

AIS or allow installation of a temporary AIS system

10 KTS

RANGE

Place / Range of Delivery: Malta on 28 May 2014 at 0700 am

Place / Range of Redelivery: Malta on 31 May 2014 at 1900 pm

Charter Period: 28-31 May (4 days)

DELIVERY AND REDELIVERY

The place and time of initial delivery and redelivery shall be as stated in the following box:

Delivery/Redelivery Port Earliest Delivery Date Canceling Date See FAR 52.212-2 Notices of Redelivery Date

Valetta, Malta

DELIVERY

The Vessel(s) and all Associated Equipment shall be delivered in the condition described below to the Charterer at a port or place indicated above not later than 0700 hours local time (place of delivery) on the canceling date stated. The Contractor shall give written notice of readiness during office hours to the Contracting Officer’s Representative (COR) at the port or place of delivery on a working day (Saturdays, Sundays, or other recognized weekly days of rest, U.S. Government holidays, and holidays observed at the delivery port, whether national or local, shall not be considered working days). Government inspection of the Vessel, by the COR/Assistant COR (ACOR), shall be completed within a reasonable amount of time thereafter, not exceeding twenty-four (24) hours after proper tender of the notice of readiness, (Saturdays, Sundays, or other recognized weekly days of rest, U.S. Government holidays, and holidays observed at the delivery port, whether national or local, excepted in the computation of said twenty-four hour period). Hire shall commence upon acceptance of the Vessel(s) by the Charterer but not before the commencing date stated in the solicitation, unless approved in writing in advance by the Contracting Officer. Charterer shall have the liberty to cancel this Charter at no cost to the Government should the Vessel(s) or Associated Equipment not be ready in accordance with the provisions hereof by the canceling date. Said cancellation is to be declared not later than twenty-four (24) hours after 0700 hours local time (place of delivery) on the stated canceling date. Nothing in this paragraph shall limit any remedy of the Government otherwise available at Law, in Equity or under this Charter Party contract.

Condition. The Vessel and all Associated Equipment shall be seaworthy, properly and efficiently manned and trained, equipped, supplied, and in every way suitable and adequately fitted for and in all respects ready for the service contemplated under this Charter Party. Any Associated Equipment shall upon delivery be as described in this Charter Party and all equipment shall be operable. The Owner shall exercise due diligence to maintain the Vessel and Associated Equipment in such state during the period of the Charter Party.

REDELIVERY

Unless lost, the Vessel shall be redelivered at a port or place stated in the contract. Charterer shall notify Contractor of the place and date of redelivery no later than the time shown in the above in the Notices of Redelivery.

TIME CHARTER

CHARTER PERIOD

This Charter shall be for the periods designated in Period of Performance above, commencing upon the date shown or the Charterer's acceptance of the Vessel(s), whichever occurs later, and continuing until either the date of completion or the completion of the voyage then current, at Charterer's sole option. Any optional periods shall be stated in the contract; in addition, the Government shall have the Time Lost options as specified under this contract and an option to extend services as specified in this contract under clause 52.217-8.

TIME LOST

Tacking to the End of Charter Period. Any time lost by the Vessel during the term of this Charter (including during any option period) due to breakdown of machinery, interference by authority, collision, stranding, fire or other accidents or damage to the Vessel; or repairs, inspections, overhaul and alterations, preventing the work of the Vessel, shall be added to the charter period at Charterer's sole option, declarable at least twenty-four (24) hours prior to the termination of the charter period. Hire for such additional declarable period shall be at the same rate as in effect as of the date said declaration was made.

Excessive Time Lost The Government may by written notice cancel this Charter or Contract at no cost to the Government whenever for any reason whatsoever, more than thirty days are lost except for time lost as a result of the causes set forth in the “War” clause of this contract. See clause 52.212-4 Addendum. Failure to cancel this Charter after thirty days are lost shall be without prejudice to any other rights of the Charterer, or any later right of the Charterer to cancel this Charter Party.

Relationship to Other Remedies. No remedy conferred by this paragraph upon the Charterer is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy already conferred by this Charter Party now or hereafter existing at Law or in Equity or by statute.

COMPLEMENT AND CREW

VESSEL COMPLEMENT AND CREW

The Master(s), Officers and entire crew shall possess valid and current certificates, licenses, and documents and have no felony convictions. The Master, Officers and crew of the Vessel(s) shall be appointed or hired by the Contractor and shall be deemed to be the servants and agents of the Contractor at all times except as otherwise expressly specified in this contract. The Master(s) of the Vessel(s) shall be under the direction of the Government as regards the employment of the Vessel(s) under a given order, but shall not be under Government's orders as regards navigation, care, and custody of the Vessel(s). At least one member of the crew shall be fluent in English.

All contractor employees shall have in their possession photo identification at all times when working under this Charter Party Contract. Contractor shall provide, at least quarterly, a complete listing of all personnel assigned under the contract to include name, qualification and position held. It shall also indicate those personnel essential to operate the vessels under emergent conditions.

All contractor employees shall wear a contractor-furnished uniform with Contractor and individual identification clearly and permanently marked. Individual employee’s names shall be visible on front of outer clothing. Contractor name shall be visible on the upper back of uniforms.

If the Charterer shall have reason to be dissatisfied with the conduct or performance of the Master, Officers, or crew, the Contractor shall, on receiving particulars of the complaint, investigate the matter and, if necessary to alleviate the cause of the complaint, make a change in personnel.

OFF-HIRE

GENERAL

In the event of the loss of time resulting from deficiency and/or default of men including but not limited to misconduct, illness, injury, strikes, labor disruptions, lockouts; deficiency of stores; fire; breakdown of or damage to hull, machinery, or equipment; collision; stranding; grounding; detention by authorities; average accidents to Vessel or cargo unless resulting from inherent vice, quality, or defect of the cargo; repairs; inspections; all dry-dockings including those for the purpose of examination/inspection or painting bottom but not for those dry-dockings under the Alterations clause contained herein; or deviation for the purpose of landing any ill or injured person on board other than any passenger, supercargo, or military personnel who may be carried at Charterer's request; or by any other cause whatsoever preventing the full working of the Vessel, the payment of hire shall cease for all time lost until the Vessel is again, at a position not less favorable to the Charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service. Should the Vessel deviate or put back during a voyage contrary to the orders or directions of the Charterer for any reason, the hire is to be suspended from the time of her deviating or putting back until she is again, at a position not less favorable to the Charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service. When the period of time lost to the Charterer on any one occasion is less than two (2) consecutive hours, the hire shall not be reduced for such period, provided no missions were missed during that period of time.

COSTS FOR OWNER

The cost of fuel consumed while the Vessel is off-hire, as well as all port charges, pilotages, and other expenses incurred during such period and consequent upon the putting in to any port or place other than that to which the Vessel is bound, shall be borne by the Owner.

LOSS OF VESSEL

Should a Vessel be either lost or missing, or become a constructive total loss, the portion of the charter for such Vessel shall terminate and hire shall cease to be payable at the time of the loss or, if said time is unknown, at the time of the Vessel’s last received communication. If the Vessel should be off-hire or missing when a payment of hire would otherwise be due, such payment shall be postponed until the off-hire period ceases or the safety of the Vessel is ascertained, as the case may be.

Vessel Owner’s Insurance

(1) General. During the full period of this Charter Party, the Owner shall maintain marine insurance coverage on the Vessel, including Hull and Machinery, Protection and Indemnity (P&I), Pollution Liability, War Risk Hull and Machinery, War Risk P&I and Second Seamen's War Risk. Except as otherwise provided in this Charter Party, the expense for such insurance coverages shall be for the Owner's account and shall be deemed to be included in the hire payable under this Charter Party. Except as provided herein, the Owner shall be responsible for the cost of such insurance, including deductibles, premia, additional premia, calls, commissions, advancements, assessments, and overspill claims where applicable. Within 10 calendar days following award of the contract, the Owner shall notify the Contracting Officer in writing that the required insurance has been obtained.

(2) Limitation of Liability. Except as otherwise specifically provided herein, the Charterer shall not be liable for any loss, damage, expense, cost, or liability whatsoever and howsoever incurred by the Owner or Vessel, or which are imposed upon the Owner or Vessel by operation of law. Any Amount due the Owner under paragraph (1) shall be subject to setoff by the Charterer to the extent of any amount recovered under insurance carried by the Owner, or to the extent of any amount recoverable under insurance required by paragraph (1).

(3) Cancellation or Material Change in Coverage. All policies shall contain an endorsement stating that “in the event of cancellation or any material change in policies adversely affecting the interest of the Government in such insurance, the cancellation or change shall not be effective until 30 days after written notice thereto the Contracting Officer.” Wording such as “will endeavor to mail notice” or “failure to mail such notices shall impose no obligation or liability” is not acceptable.

(4) Charterer Named Assured. The United States of America shall be named as an additional assured with waiver of subrogation under the Vessel’s Hull and Machinery policy (and the Increased Value policy if applicable), the Vessel’s P&I entry, any additional pollution liability coverage, the Vessel’s War Risk Hull and Machinery policy including P&I, and Second Seaman’s War Risk.

War

(1) Voyage Instructions. Operating limits of the vessel subject to this contract shall be worldwide. If the Vessel is ordered under this Charter Party to any port, place, or zone involved in a state of war, warlike operations or hostilities, civil strife, or piracy (whether there be a declaration of war or not) where it might be reasonably expected to be subject to capture, seizure, arrest, or hostile act by a belligerent power (whether de facto or de jure), pirate, or terrorist, it shall be unreasonable for the Owner not to prosecute said voyage if insurance against said risks is then available commercially or under a Government program, or if the Government offers the Owner indemnification against said risks pursuant to Public Law 85-804.

(2) The Vessel Owner shall immediately notify the Charterer: (i) whenever any sailing orders will result in a vessel subject to this contract being sent beyond the limits of the War Risk Trading Warranties of insurance policies required under this contract (to include entry into a war risk exclusion zone or when the vessel will enter, sail for, or deviate towards the territorial waters of any of the Countries or places, or any other waters described in the Lloyd’s Joint War Committee’s current List of Areas of Perceived Enhanced Risk); (ii) if there are any changes to the War Risk Trading Warranties of insurance policies required under this contract (including changes to the exclusion zones or the List of Areas of Perceived Enhanced Risk) or changes to War Risk premiums, charges, or deductibles; or (iii) whenever additional premium charges or costs will be incurred as a direct result of compliance with any sailing orders issued by the Charterer under this contract. The Owner shall ensure that the insurers provide it relevant information in a timely manner. If the Owner has given this required notice to the Charterer, the Charterer will reimburse the Owner for the increase in costs (if any) of insurance premiums, charges, or deductibles which arise from the vessel sailing beyond the applicable War Risk Trading Warranties (including changes to the war risk exclusion zones) when entry into any exclusion zone or Area of Perceived Enhanced Risk under such insurance has been approved in advance by the Charterer. The issuance of sailing orders, by itself, does not constitute approval in advance by the Charterer. The Charterer may give the Owner notice and instructions concerning suspension of commercial War Risk insurance coverage and substitution of Government indemnity or Government War Risk insurance as detailed in the section entitled “Government War Risk Insurance/Indemnity” below.

(3) Additional Wage Costs. The Charterer shall reimburse Owner for the cost of provable additional master and crew wages (including all additional bonuses and payments required) to the extent that such additional costs arise directly from exposure of the Vessel, and/or Vessel’s master and crew, to the risks described in the paragraph entitled “Voyage Instructions” above. However, any of said wages or payments shall not exceed in amount that which would be payable, under applicable laws and regulations, to U.S. civil service mariners in the employ of the Military Sealift Command in a similar port, place, zone, or route. Owner shall notify Charterer of all anticipated additional wage costs prior to entering any location which would trigger such additional costs; and no such costs shall be reimbursable unless Charterer, after notification of such costs, provides approval to enter such location.

Government War Risk Insurance / Indemnity

(1) General. Upon receipt of notice and instruction from the Contracting Officer, as specified in the last sentence of Section (2) of the section entitled “War (j)” above, with respect to any area excluded by the War Risk Trading Warranties or included by the Lloyd’s Joint War Committee on the Hull War, Strikes, Terrorism and Related Perils Listed Areas (also known as Listed Areas of Perceived Enhanced Risk) under the Owner’s commercial War Risk coverage, the Owner shall, as soon as practicable, contact its insurance brokers or underwriters and arrange for the suspension of its commercial War Risk insurance upon entry of the vessel into, or extension of stay of the vessel in such area(s), or when the vessel will enter, sail for, or deviate towards the territorial waters of any of the Countries or places, or any other waters described in the Lloyd’s Joint War Committee’s current Listed Areas of Perceived Enhanced Risk, as the case may be, subject to resumption of its commercial War Risk insurance upon exiting such area(s). In such instances, the Owner shall accept the Government’s indemnity or War Risk insurance, whichever is applicable, in lieu of such commercial War Risk insurance. The Owner shall ensure that the suspension of its commercial War Risk coverage is coincident with the time that any Government indemnity or War Risk insurance becomes effective, and shall likewise ensure that its commercial War Risk insurance is resumed at the time when any Government indemnity or War Risk insurance becomes ineffective. The Owner shall retain the same risks, such as deductibles (if any), that it has under its commercial insurance.

(2) Government War Risk Insurance. Under the authority of 46 U.S.C. § 53905, the United States Maritime Administration (MARAD), at the request of Commander, Military Sealift Command, may furnish the following war risk insurance coverage, which will be effective during the vessel’s transit under this Contract in areas which are in war risk exclusion zones, or waters described in the current Lloyd’s Joint War Committee Listed Areas of Perceived Enhanced Risk, or otherwise excluded under the Owner’s commercial marine War Risk trading warranties, and which are designated by notice from the Contracting Officer to the Owner:

a. War Risk Protection and Indemnity insurance covering all liabilities up to an amount of $250,000,000;

b. War Risk Second Seaman’s coverage, the principal sum of which shall be $200,000 per Crew Member for loss of life.

(3) Government Indemnity. Under the authority of Public Law 85-804 (72 Stat. 972, August 28, 1958) and Executive Order 10789, as amended by Executive Order 11610, the Secretary of Defense or the Secretary of the Navy may authorize the Contracting Officer to indemnify the Owner against loss from risks that would be covered by MARAD war risk coverage as set forth in the paragraph entitled “Government War Risk Insurance” directly above.

REIMBURSABLES

PASS THROUGH REIMBURSABLES

The Government will reimburse the Contractor only for the actual price paid for those supplies and services that are expressly identified as reimbursable items by this contract. “Actual price" paid by the Contractor for such supplies and services, includes tax paid, if any, and reduced by any and all credits and rebates, whether accrued or realized, associated with the supplies and services provided. “Actual price” does not include material handling charges, overhead, general and administrative costs, profit, or any other indirect cost that is in any way associated with the Contractor’s purchase or provision of such supplies and services. The parties expressly agree that the offered and accepted daily rate includes all costs incurred or paid by the Contractor, including but not limited to material handling charges, overhead, general and administrative costs, or profit, that are in any way associated with the Contractor’s purchase or provision of such supplies and services.

To be eligible to receive reimbursement for services and supplies identified in this contract as reimbursable items and obtained in support of this contract, the Contractor must obtain at least three quotes for each transaction in excess of $3,000 to ensure that adequate price competition was sought or the Contractor must provide an acceptable justification as to why it was impracticable to do so. In the case of fuel purchases, unless directed otherwise by the Contracting Officer, the Contractor shall provide the documentation listed in subparagraphs (1) through (3) below to the Contracting Officer for approval prior to purchasing fuel. For purchases of services and supplies other than fuel, the Contractor need provide the aforementioned documentation only when requested by the Contracting Officer. The Contractor shall maintain documentation of all reimbursable purchases until three years after the contract is completed and shall provide access to and copies of such documentation when requested by the Contracting Officer.

(1) A description of the supplies or services to be subcontracted

(2) Identification of the proposed subcontractor and price

(3) Suppliers contacted and price quotes. Include other pertinent data such as price lists used if suppliers were not contacted and information regarding the selection if other than price-related factors were considered

The Contracting Officer may reduce the reimbursement by any amount above that which the Contracting Officer finds, in his/her sole discretion, is greater than that which is fair and reasonable for the supplies or services provided, giving due consideration to the facts and circumstances prevailing at the time that the Contractor procured the supplies and services. Disputes as to the amount by which any reimbursement is reduced shall be resolved in accordance with the “Disputes” clause of the contract. It shall be the Contractor’s burden to demonstrate that the price it paid for reimbursable supplies and services was fair and reasonable.

When the Contractor expects total funding expended for reimbursable items to reach 85 percent of the total funds available on each Reimbursable Supplies and Services CLIN, the Contractor shall notify the Contracting Officer and the COR and any other Government official identified by the Contracting Officer. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the Schedule. The Contractor shall not exceed or incur costs that exceed the amount of funding stated on each Reimbursable Supplies and Services CLIN at the time a reimbursable item is ordered.

The Government is not obligated to reimburse the Contractor for otherwise reimbursable supplies and services in excess of the funded amount stated in the Schedule under each Reimbursable CLIN.

The Contractor is not obligated to continue performance of any reimbursable work under this Contract or otherwise incur costs for reimbursable supplies or services in excess of the funded amount stated in the Schedule under each Reimbursable CLIN unless the Contracting Officer notifies the Contractor that the funded amount stated in the Schedule under the applicable Reimbursables CLIN has been increased. Notification shall be in writing. In the event notification is made orally, such notification shall be followed up in writing within two working days.

No notice, communication, or representation from any person other than the Contracting Officer shall affect the Government’s obligation to reimburse the Contractor.

Change orders shall not be considered an authorization to exceed the funded amount stated in the Schedule under the Reimbursable CLIN unless they contain a statement expressly increasing the funded amount of the Reimbursables CLIN by a sufficient amount to cover the change order.

GOVERNMENT PERSONNEL

CHARTERER’S OPTION

The Charterer shall have the option of carrying passengers, assigning officers and/or enlisted personnel aboard the Vessel for duty purposes and appointing supercargo (supercargo as used herein is both plural and singular) as far as accommodations and inspection certification allow and in accordance with COMSC Instruction 3120.19 as amended. If supercargo remains onboard for over 24 hours, Charterer shall, in accordance with the Pass Through Reimbursables clause above, pay an amount of $30.00 per day, per person, covering all expenses including accommodations and victualling. Owner shall victual all other U.S. Government representatives, pilots, and Customs Officers when authorized by Charterer. Charterer shall pay $7.00 per meal for all such authorized and approved victualling provided as a result thereof.

MILITARY PERSONNEL

In addition to the carriage of personnel noted in subparagraph above, Charterer shall have the option to assign other military personnel aboard the Vessel. Such personnel are not to require victualling or berthing facilities from the Vessel unless requested by the military commander aboard, in which case the Owner will, in accordance with the Pass Through Reimbursables clause of this PWS, be reimbursed out-of-pocket expenses not to exceed the amount per person per day set forth in the subparagraph above. Charterer will supply life floats and jackets for the use of such military personnel carried aboard the Vessel during the Charter period. Such items are to be removed by Charterer at termination of Charter.

CHARTERER’S LIABILITY

The Charterer shall be liable to the Owner for any loss of the Vessel's fittings or appurtenances or any damage to the Vessel, her fittings, or appurtenances caused by the act of passengers, supercargoes, evacuees, or military personnel in the embarkation, carriage, or debarkation of passengers, supercargoes, evacuees, or military personnel to the extent such loss or damage is not payable under the Vessel's insurance policies. However, the Charterer shall not be liable for such damage unless written notice specifying such damage and, if obtainable, the name of the party or parties causing such damage shall have been given to the Charterer or its authorized representative within a reasonable time. Payment for any such loss or damage shall be by agreement of the parties and failure to agree shall be resolved under the FAR clause 52.212-4 (d) Disputes.

PLANS

INCIDENT REPORTS

In all instances in which any vessel being handled by Owner’s Vessel(s) sustains damage or is involved in any incident resulting in damage to vessels or property, or in bodily injury or death, Owner shall secure a report from the Vessel Master or Officer acting as pilot, and from any licensed pilot aboard the vessel being handled. Owner shall submit said report to the Contracting Officer via the COR within twenty-four hours following said incident, reporting the facts, listing deaths, reporting the extent of damages to property and any bodily injuries, and listing recommendations to prevent recurrence.

OTHER INFORMATION

GOVERNMENT PROVIDED SERVICES / FACILITIES

The Government shall provide the following to the contractor during period(s) of service:

(a) None

POINTS OF CONTACT

CONTRACTING QUESTIONS

PM22

OPERATIONAL QUESTIONS

PM22

ECMRA

Contractor Manpower Reporting Language for all Solicitation Contract and all Existing Contracts Enterprise-Wide Contractor Manpower Reporting Application (ECMRA)

The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Military Sealift Command via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

1. W, Lease/Rental of Equipment;

1. X, Lease/Rental of Facilities

1. Y, Construction of Structures and Facilities;

1. S, Utilities ONLY; and

1. V, Freight and Shipping ONLY.

The contractor is required to completely fill in all required data fields using the following web address https://doncmra.nmci.navy.mil.

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk, linked at https://doncmra.nmci.navy.mil.

CLAUSES INCORPORATED BY FULL TEXT

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.arnet.gov/far/ http://www.acq.osd.mil.dp/dars/dfars/dfars.html

(End of clause)

CLAUSES INCORPORATED BY REFERENCE

252.232-7010 LEVIES ON CONTRACT PAYMENTS (DEC 2006)

(a) 26 U.S.C. 6331(h) authorizes the Internal Revenue Service (IRS) to continuously levy up to 100 percent of contract payments, up to the amount of tax debt.

(b) When a levy is imposed on a payment under this contract and the Contractor believes that the levy may result in an inability to perform the contract, the Contractor shall promptly notify the Procuring Contracting Officer in writing, with a copy to the Administrative Contracting Officer, and shall provide--

(1) The total dollar amount of the levy;

(2) A statement that the Contractor believes that the levy may result in an inability to perform the contract, including rationale and adequate supporting documentation; and

(3) Advice as to whether the inability to perform may adversely affect national security, including rationale and adequate supporting documentation.

(c) DoD shall promptly review the Contractor's assessment, and the Procuring Contracting Officer shall provide a written notification to the Contractor including--

(1) A statement as to whether DoD agrees that the levy may result in an inability to perform the contract; and

(2)(i) If the levy may result in an inability to perform the contract and the lack of performance will adversely affect national security, the total amount of the monies collected that should be returned to the Contractor; or

(ii) If the levy may result in an inability to perform the contract but will not impact national security, a recommendation that the Contractor promptly notify the IRS to attempt to resolve the tax situation.

(d) Any DoD determination under this clause is not subject to appeal under the Contract Disputes Act.

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (SEP 2013)

(a) INSPECTION/ACCEPTANCE (Tailored).

(1) The Vessel(s) and Associated Equipment shall, at the Charterer’s discretion, be subject to the Charterer's inspection as to suitability of the required service prior to delivery (hereinafter, “delivery inspection”) and at any subsequent time during the term of this Contract to determine continued suitability for the required service, including but not limited to a determination as to whether the material condition of the Vessel(s) and/or Associated Equipment might prevent or impair effective operation during the basic and any exercised optional periods of this Contract.

(2) Should actual performance or readiness condition of the Vessel(s) or Associated Equipment fail to fully comply with one or more warranty, expressed or implied, or fail to fully comply with any other Contract specification or requirement not due to the fault of the Charterer, the hire may be equitably decreased or the Vessel(s) may be placed off-hire at Charterer's sole discretion.

(3) This Contract may be terminated in whole or in part at no cost to the Charterer upon Contractor’s failure to correct any discrepancy in the condition of the Vessel(s) or Associated Equipment, which discrepancy prevents or materially impairs the performance of any required service, within a reasonable time after receipt of notice of such discrepancy.

(4) The remedies provided by this paragraph shall not limit any other remedy available at Law or in Equity, or otherwise provided under this Contract.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) DEFINITIONS (Tailored). The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. Additional definitions are provided at Addendum, paragraph (q), below.

(f) EXCUSABLE DELAYS (Tailored).

(1) Neither the Contractor nor the Charterer shall, unless otherwise in this Charter Party expressly provided, be liable to the other for any delay, loss, damage or failure in performing hereunder arising out of or resulting from an occurrence such as, acts of God; acts of the public enemy, pirates, or assailing thieves; arrest or restraint of princes, rulers, or peoples; seizure under legal process provided bond is promptly furnished to release the Vessel(s); flood; fire; blockade; riot, insurrection, or civil commotion; earthquake; storm; lightning; epidemic; or explosion.

(2) The Vessel(s) shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life or property, or to go into dry dock or into ways with or without cargo, passengers or other personnel, as applicable, onboard.

(3) Notification. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(4) Reservation. The exceptions identified in subparagraph (1) above shall not be such as to affect the Contractor's warranties respecting the condition of the Vessel(s) nor the Contractor's obligations respecting the services specified.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor; (ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer--Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable; (C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) RISK OF LOSS. (Tailored). Any and all costs associated with the following shall be for the sole account of the Contractor without recourse to the Charterer provided that, during preparations for or performance of services under this Charter Party contract, any of the following results from any negligence, wrongful act, or omission of Contractor or its agents, servants, employees, or subcontractors; or from any unseaworthiness, unfitness, or breakdown of the Vessel(s) or any gear or other equipment furnished by Contractor:

(1) Injury or death of Master or crew of the Vessel(s), or of Captain, Officers, or crew of the Tow; (2) Injury or death of any other person aboard the Vessel(s) or Tow;

(3) Loss or damage of whatsoever nature sustained by the Vessel(s) or Tow, or any property aboard the Vessel(s) or Tow; (4) Loss or damage of whatsoever nature caused to or suffered by third parties or their property by reason of contact with the Vessel(s) or Tow, or by any obstruction created by the presence of the Vessel(s) or Tow;

(5) Any liability in respect to wreck removal for the Vessel(s) or Tow, or in respect to the expense of moving or lightening or buoying the Vessel(s) or Tow, or in respect to preventing or abating pollution originating from the Vessel(s).

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) WARRANTY (Tailored).

(1) Contractor warrants that the Vessel(s) shall be in full conformity with the requirements of this Charter Party Contract from the time of delivery and thereafter. Should any specification of the Vessel(s) offered and accepted by award of the Contract be in excess of a specification stated in the solicitation or elsewhere in this Contract, the offered and accepted specification shall prevail over the required specification and the Contractor warrants full conformity with the specification as offered and accepted.

(2) The Contractor warrants that the Vessel(s) and all Associated Equipment shall be in full compliance with all applicable International…