Amendment_04.docx

N32205-16-R-2004

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 1449 - CONTINUATION SHEET

The following have been modified:

52.212-1 ADDENDUM

Proposals may be hand delivered, mailed or emailed (email is preferred) directly to troy.francis@navy.mil, the sole designated email address and inbox for receipt of email submissions. No other electronic means of submission is permitted.

Email proposals shall be in either Adobe format or Microsoft Word, with the exception of a signed 1449 and amendments, which must be included in a proposal as scanned .pdf files. To be timely, an emailed proposal must be received in its entirety in the designated email inbox by the date and time for submission of offers. An email proposal that resides on a Government server, but has not appeared in the designated email inbox by the date and time for submission of offers will be late unless the exception at FAR 52.212-1(f)(2)(i)(A) applies. The exception at FAR 52.212-1(f)(2)(i)(B) shall not apply to emailed offers.

Hand delivered and mailed proposals shall be sent to the following location and must be received there prior to the due date and time for proposal submission:

Access to the Washington Navy Yard is restricted. Offerors and couriers and other delivery services may encounter unpredictable and lengthy delays or denied access when attempting to enter that facility. Similarly, mailed proposals may encounter unpredictable and lengthy routing delays. In all cases, Offerors are responsible for the risks associated with the chosen delivery method and for ensuring that the Government receives the complete proposal at the appropriate designated location prior to the due date and time for proposal submission.

Proposals shall be presented in two (2) separately bound volumes:

· Volume I (Technical)

· Volume II (Past Performance, Price, and Solicitation Documents)

Three hard copies of Volume I and one hard copy of Volume II shall be provided if hand delivered or mailed. Additionally, one electronic copy each of Volume I and Volume II shall be provided if hand delivered or mailed. The electronic copies shall be in Microsoft Word, Microsoft Excel, or Portable Document Format (PDF) and shall be provided on a CD. If there is a discrepancy between the hard copy and the electronic copy, the hard copy will prevail. Volume I shall not contain any pricing data.

Each volume of the proposal shall be clearly marked as to the volume number, the solicitation number, and the Contractor’s name. It is permissible to include a title page, table of contents, list of figures, and glossary of acronyms at the start of Volume I and Volume II, outside of all page limitations. Resumes will not be counted against the page count for Volume I. The page limitation for Volume I is as follows: 25 pages, 12 point font (Times New Roman or Arial), single-spacing, and 1 inch margins.

The Government will determine whether an Offeror’s proposal is technically acceptable based on the information submitted.

Volume I must include the following with no pricing information:

FACTOR 1: TECHNICAL CAPABILITY

Under this factor, an offeror must demonstrate an understanding of, and an ability to comply with all requirements covered in the solicitation. In responding to the subfactors below, an offeror must demonstrate an understanding of the requirements of the PWS, an understanding of applicable regulatory body requirements and of Military Sealift Command in providing that support, and its capabilities, expertise, and relevant experience. (Relevant experience is to be noted on a corporate level only; individual employee experience with a prior employer is only to be listed in the resume section). The proposal shall not be a rephrasing of the PWS, but shall instead concentrate on an offeror's understanding of, and approach to, the PWS.

Subfactor 1: Understanding of PWS / Technical Approach

The offeror shall provide a written narrative that demonstrates its overall understanding of, and approach to, the type of service that it plans to deliver and perform if awarded a Contract. The narrative shall include the elements set forth below:

1. A detailed description of the offeror’s approach, including a detailed step-by-step methodology that it would use to perform each specific task required by the PWS. This description shall contain sufficient information concerning the offeror’s capabilities, expertise, personnel, and relevant experience to demonstrate a substantive basis for its approach.

2. A detailed Plan of Actions & Milestones (POA&M) that provides the offeror’s detailed schedule of actions and milestones reached throughout the contract. Detailed descriptions of the actions and milestones shall demonstrate the technical step-by-step methodology.

3. A detailed description of sample interview questions for personnel, and a rational outcome of the interviews based on the questions.

4. Descriptions, citing specific examples, of how past, relevant work the contractor has completed will aid in providing safety, engineering and technical services to perform the following: program assessment, safety management system analysis, and safety system auditing on both Government-Owned, Government-Operated (GOGO) and Government-Owned, Contractor-Operated (GOCO) ships.

5. A detailed description of the offeror’s approach to managing and identifying any technical risk and its planned actions to mitigate or eliminate the risks.

6. Description of what makes the contractor a subject matter expert (SME) in the field of non-personal safety analysis services, safety engineering, incident analysis, technical services, and shipboard safety system audit services.

7. Listing of specific, relevant safety audits the contractor has performed similar to the requirements of this PWS.

8. Description of the contractor’s experience and frequency working with ABS and USCG.

9. Description of what standards and requirements the offeror uses as a baseline in determining whether an approach to Safety Management and Safety Culture is satisfactory or deficient.

Subfactor 2: Management Approach / Quality Control

The Offeror shall describe its approach for managing the required work. The offeror shall describe its overall management philosophy, its guiding principles, and the approach it will use to manage the tasks and all other work specified in the PWS. The narrative shall address the following:

1. Sequence of events (critical and sub-events) in the execution of the required tasks.

2. Demonstration that the offeror’s staffing (including subcontractors) by functional area will result in full performance at required contract start date.

3. Detailed description of key personnel responsibilities and the offeror’s plan for utilizing key personnel to execute the work described in the PWS. Provide an Organizational Chart with key personnel and staffing listed.

4. Corporate reach-back and support providing a seamless management system to include, if applicable, subcontractor management.

5. Provision of a methodology for hiring, retaining, and replacing employees throughout the period of the contract.

6. Description of offeror’s procedures for task management, including planning, executing and closeout, assigning responsibility, managing personnel, tracking deliverables, monitoring progress, and obtaining feedback.

7. Description of the process of scheduling interviews and how they will be conducted.

8. Description of the offeror’s quality control system for meeting the PWS requirements, including whether it is ISO 9000:2000 or newer.

Subfactor 3: Personnel

Resumes will not be counted against the page count for Volume I. However, the page limitation for each resume is as follows: 3 pages, 10-12 point font (Times New Roman or Arial), single-spacing, and 1 inch margins. The offeror shall provide resumes for all key personnel and those personnel who will fill major roles according to its approach. In the event that a proposed key person is not currently an offeror’s employee, the offeror shall list clearly at the top of the resume that the person is “Not An Employee.” The offeror shall also submit a letter of intent, signed by the key person concerned, stating that the proposed key person intends to be employed by the offeror should it be awarded a contract.

Volume II shall include the following:

VOLUME II: PAST PERFORMANCE, PRICE, and SOLICITATION DOCUMENTS

FACTOR 2 – PAST PERFORMANCE:

Offerors are requested to provide information on up to three (3) previous Government contracts whose effort is recent and relevant to the effort required by this solicitation.

a. “Recent” is defined as a contract in-progress or completed within the last three years. If the offeror has not had three Government contracts within the last three years, information on recent and relevant subcontracts or commercial contracts may be submitted.

b. “Relevant” is defined as a contract that is of similar scope, magnitude, and complexity to the requirements as set forth in this solicitation.

i. Scope: Experience in the areas defined in the PWS.

ii. Magnitude: The measure of the similarity of the volume, dollar value and duration of the work actually performed under the offeror’s submitted contracts to the PWS.

iii. Complexity: The measure of the similarity of technical difficulty, managerial intricacy and required coordination of efforts and disciplines performed by the offeror in its submitted contracts to the PWS. For complexity, not only will the tasks performed by the offeror be considered, but also the offeror’s ability to coordinate tasks (e.g., concurrent performance requirements).

A Past Performance Data Sheet is requested to be submitted for each contract to be considered as past performance. Offerors shall provide a detailed explanation demonstrating the similarity of the contracts to the requirements of this solicitation; a detailed description of the work performed for the contract; and the role performed, including whether the offeror acted as a prime contractor or a subcontractor.

For each of the contracts the offeror describes in a Performance Data Sheet, the offeror is requested to provide a Past Performance Questionnaire to a reference at the organization that awarded the contract. It is requested that the reference, not the offeror, email the completed Past Performance Questionnaire BEFORE THE DUE DATE FOR PROPOSALS directly to Troy Francis, Military Sealift Command, 914 Charles Morris Court SE, Washington Navy Yard DC 20398-5540, e-mail: troy.francis@navy.mil. The offeror, NOT THE GOVERNMENT, is responsible for ensuring that the Government receives a sufficient number of questionnaires.

All offerors are requested to address historical compliance with the requirements of FAR Part 52.219-8 (Utilization of Small Business Concerns) in the Performance Data Sheet.

An offeror that does not have recent and relevant past performance to provide for consideration is requested to affirmatively state that it does not have recent and relevant past performance for the Government to consider.

FACTOR 3 – PRICE:

All information relating to price data shall be included in Volume II.

Offerors shall complete the attached Pricing Spreadsheet.Offerors shall fill in the labor rate for each corresponding labor category for the firm period. Offerors shall provide fully loaded labor rates, inclusive of all direct costs, indirect costs, and profit.

SOLICITATION DOCUMENTS

Section A – Proposal Cover Letter

The following information shall be provided in the proposal cover letter:

Authorized Offeror Personnel: Provide the name, title, telephone number, facsimile number, and e-mail address of the individual who can obligate your company contractually. Also, identify those individuals authorized to negotiate with the Government and who can answer questions regarding your proposal.

Company Information: The name, address, telephone number, Data Universal Numbering System (DUNS) number, and Commercial and Government Entity (CAGE) Code of the offeror.

Agreement with Terms: A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offerors are to clearly detail any exceptions taken and the rationale for the exceptions taken to the solicitation. Exceptions taken to the solicitation may render the proposal unacceptable to the Government.

Section B – Signed SF 1449, Acknowledge Amendments (if applicable), and Other Documents

Offerors shall provide the following:

1) Signed SF 1449

2) Completed Representations and Certifications. Offerors must complete all applicable Representations and Certifications, including FAR 52.212-3. Offerors must also complete all applicable provisions, including FAR 52.209-7.

3) Acknowledgement of all solicitation amendments.

4) Completed Form DD254 with applicable CAGE code.

5) Completed Form SF LLL.

6) Service Contract Act (SCA) Certification. The offeror shall certify that it will comply with the Service Contract Act and Department of Labor Wage Determination in performance of this contract, should they apply.

QUESTIONS

Questions regarding this solicitation shall be submitted by e-mail to Mr. Troy Francis, email: troy.francis@navy.mil. The deadline for submitting questions is 15 December 2015. Questions received after the deadline may not be answered.

ORGANIZATIONAL CONFLICT OF INTEREST

(a) Disclosure. The offeror, including its subcontractor(s), affiliates, and consultants, shall state in its proposal whether it is aware of any information bearing on the existence of any actual or potential organizational conflict of interest (OCI). An OCI may exist if the offeror, its subcontractors, affiliates, and/or consultants are currently under contract to provide safety review services to Military Sealift Command or its contractors or provide services that are the subject of or related to the subject of the PWS (e.g. Military Sealift Command ship operating contractors). Other situations may also give rise to an OCI. If the offeror represents that it is aware of circumstances that may hinder its ability to render impartial, technically sound, and unbiased assessments, recommendations, and evaluations, the offeror shall provide a full disclosure statement as well as an OCI Mitigation Plan. The statement must describe in a concise manner all relevant facts concerning any past, present or currently planned interest (financial, contractual, organizational, or otherwise) relating to the work to be performed hereunder and bearing on whether the offeror has a possible organizational conflict of interest with respect to providing impartial, technically sound, and unbiased assessments, recommendations, and evaluations. Prospective offerors should refer to FAR Subpart 9.5 for policies and procedures for avoiding, neutralizing, or mitigating organizational conflicts of interest.

(b) OCI Mitigation Plan Contents. The Organizational Conflict of Interest (OCI) Mitigation Plan shall be submitted with the offeror’s proposal. At a minimum, the Mitigation Plan shall include the following:

1. Provide organization charts showing the offeror's corporate structure and highlight elements of the company participating in the contract.

2. Demonstrate how the elements performing the proposed effort (including the management reporting chains) will be isolated from the remainder of the company.

3. Provide information to indicate if the organizational elements performing the proposed effort will be geographically or physically separated from the remainder of the company.

4. Describe the process by which the Government will have insight or oversight of key processes.

5. Provide all documents that the offeror’s employees are required to sign indicating which employees are required to sign and how often they are required to sign.

6. Describe the process for reassigning personnel, including subcontractors, from one organization to another. Include restrictions that apply.

7. Describe the process for employees that leave employment and any controls that are exercised over their future employment, particularly as it relates to OCI and nondisclosure.

8. Describe any OCI training the offeror’s employees are offered or required to attend, along with the timing (before or after starting work on Government contract) frequency, length and content of such training.

(c) The Government will review the statement and OCI Mitigation Plan submitted and may require additional relevant information from the offeror. All such information and any other relevant information will be used by the Government to determine whether an award to the offeror may create an organizational conflict of interest. If found to exist, the Government may (1) impose appropriate conditions which avoid such conflict, (2) disqualify the offeror, (3) determine that it is otherwise in the best interest of the Government to contract with the offeror by including appropriate conditions mitigating such conflict in the contract award, or (4) seek a waiver. If accepted, the Mitigation Plan shall become part of the contract.

(d) The refusal to provide the disclosure or representation of any additional information as required shall result in disqualification of the offeror for award. The nondisclosure or misrepresentation of any relevant interest may also result in the disqualification of the offeror for award, or if such nondisclosure or misrepresentation is discovered after award, the Government may terminate the contract for cause, recommend that the contractor be disqualified from subsequent related contracts, or be subject to such other remedial actions as may be permitted or provided by law. The attention of the offeror in complying with this provision is directed to 18 U.S.C. 1001 and 31 U.S.C. 3802(a)(2).

PERFORMANCE WORK STATEMENT

1.0 DEFINITIONS

Glossary of Terms Used. The following definitions apply to the terms used in this statement of work:

ABS.............................. American Bureau of Shipping

GOCO……………… Government Owned Contract Operated GOGO……………... Government Owned Government Operated IMO………………. International Maritime Organization ISM…………………. International Safety Management MSC............................ Military Sealift Command OCI………………… Onboard Condition Inspection OCIMF…………….. Oil Companies International Marine Forum ODC............................ Other Direct Costs OPREP……………… Operational Report

SMS…………………. Safety Management System

2.0 REFERENCES

2.1 IMO Resolution A.741(18) - International Management Code for the Safe Operation of Ships and for Pollution Prevention

2.2 Annex to the International Convention for the Safety of Life at Sea, 1974 (SOLAS) - Chapter IX

2.3 IMO Resolution MSC.104(73) - Adoption of Amendments to the International Safety Management (ISM) Code

2.4 IMO Resolution A.741(18) - International Management Code for the Safe Operation of Ships and for Pollution Prevention - As Amended

2.5 IMO Resolution A.913(22) - Revised Guidelines on Implementation of the International Safety Management (ISM) Code

2.6 IMO Resolution MSC.179(79) - Amendments to the International Management Code for the Safe Operation Ships

3.0 BACKGROUND

The Military Sealift Command (MSC) owns and operates approximately130 vessels including steam turbine, gas turbine, and diesel engine propelled vessels. These vessels fulfill various missions such as underway replenishment, oceanographic surveys, cable repair, and dry and refrigerated cargo transportation. MSC operates and maintains its fleet of ships to commercial regulatory body standards, including the United States Coast Guard and the International Maritime Organization (IMO), and utilizes the American Bureau of Shipping as its classification society. Mission related systems with direct interoperability requirements with the US Navy and other branches of service meet Military Specifications. MSC ships are operated by Government employees (Civil Service Mariners – CIVMARS) and Contract Mariners (CONMARS). Military Sealift Command views safe and effective operations, accident prevention and environmental protection as core operational responsibilities. At MSC, safety is a top priority, and MSC has historically required a high standard of safety throughout all shipboard operations with the intent to ensure no employee is required to work under conditions that are hazardous or unsafe in a challenging marine environment. MSC is committed to maintaining effective accident prevention programs and systems, and comply with all applicable national and international rules and regulations related to the operation of ships using commercial regulatory body standards.

MSC has implemented a Safety Management System (SMS) meeting the requirements of references 2.1 through 2.6 as the Command’s standard approach to safe, effective, and environmentally responsible vessel management for all Government Owned, Government Operated (GOGO) vessels. Contract operators are responsible for maintaining International Safety Management (ISM) certification pursuant to the requirements of the ISM Code with an associated SMS on all Government Owned, Contract Operated (GOCO) vessels. For GOGO vessels, an SMS certified as meeting the requirements of the ISM code has been implemented on a ship class basis since 2005. The ISM certification on GOGO vessels is in the form of Documents of Compliance Certificates currently issued by the American Bureau of Shipping.

A number of safety incidents, mishaps, and accidents have occurred in recent years on MSC vessels, including both GOGO and GOCO ships. Based on the impact of these incidents, MSC seeks an independent, third party review of current safety-related policies, procedures, equipment, training and data by an ISO 9000:2000 or newer certified maritime safety organization which has personnel that have experience with licensed mariners and commercially certificated vessels. Section 7.0 below defines the qualifications of the key personnel. The Organization must have detailed knowledge of the references defined in Section 2.0 above.

4.0 SCOPE

This contract will provide MSC with non-personal safety analysis services, safety engineering, incident analysis, technical services, and shipboard safety system audit services to review and analyze MSC’s Command approach to Safety Management and Safety Culture. The Government requires safety, engineering and technical services to perform the following: program assessment, safety management system analysis, and safety system auditing on both GOGO and GOCO ships. The Contractor shall have the capabilities and the requisite skills to perform all requirements listed in the Performance Work Statement.

MSC requires an independent, third party company with no current contracts that would pose a conflict of interest as determined by MSC with any current MSC contract operators for MSC’s GOCO ships to comprehensively review and analyze its Command approach to Safety Management and Safety Culture, included on both CIVMAR operated (GOGO) and CONMAR (GOCO) operated ships. The contractor shall evaluate MSC’s effectiveness in maintaining a high standard of safety that meets or exceeds Navy and commercial requirements throughout all shipboard operations in each of the following areas:

- Safety Culture of the MSC organization including Executive, Senior and Contracted Management support of the Fleet

- Safety Management Systems

- Bridge Resource Management Procedures

- Underway Replenishment and Refueling Procedures

- Towing Procedures

- Afloat Personnel Training Requirements and Training Delivery Systems

- Shipboard navigation, operational awareness, proficiency, and personnel qualifications -Vertical Replenishment (VERTREP), including flight deck cargo handling

4.1 Non-Personal Services. Non-personal engineering services shall be provided under this contract. Personnel rendering the services are not subject to, either by the contract’s terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the Government and its employees.

4.2 The Contractor shall evaluate the interdependence of the areas listed above and their collective effectiveness in identifying to MSC management any safety deficiencies or shortcomings, as well as provide recommendations for improvements required in internal and external safety management or MSC operating contracts that would improve the overall Safety Culture. The Contractor shall conduct a review of SMS policies and procedures, as well as conduct statistically valid sampling of the SMS policy, procedures and processes implementation of the MSC and Contract operated vessels identified in Attachment 1.

4.4 At a minimum the contractor shall interview the following individuals concerning MSC’s safety management systems and culture (The Government may request additional personnel to be interviewed which shall be conducted by change order):

- Program Executive Government operated Ships (PO1)

- Program Executive Contract Operated Ships (PO2)

- Four PO1 Program Managers

- Two PO2 Program Managers

- Engineering Director

- MSC Safety Manager

- One Port Captain

- One Port Chief Engineer

- MSC Training Director

- One MSC ATT Team Leader

- N4 Ordinance Director -ISM Designated Person Ashore

4.5 Based on the available data from interviews, accident investigations and root cause analyses; records from ISM audits; other safety and mishap data; and non-conformities, findings and observations from MSC and Contract Operator Safety Management System audits, the contractor shall produce an evaluation of the following:

- MSC’s overall safety culture

- Effectiveness of MSC safety management systems

- Effectiveness of MSC bridge resource management

- Effectiveness of MSC shipboard training, including:

- Training requirements

- Quality and depth of training provided by all sources to MSC CIVMAR and CONMAR shipboard employees

- Shipboard personnel proficiency establishment, training, and sustainment

This analysis shall include an evaluation of, and recommendations for, improvement of human resource management, training, documented instructions, work processes, and procedures.

4.10 The contractor shall examine the duties and training of shipboard Safety Officers on a sampling of ships deemed necessary to provide a reasonable assessment and make recommendations as to the effectiveness of assigning this function as a collateral duty. The contractor shall provide recommendations on methods and approaches to improve effectiveness of onboard ship safety oversight.

4.11 The contractor shall produce an in-depth evaluation of the effectiveness of MSC’s overall safety culture in meeting commercial maritime industry and Navy standards including both Government and Contractor operated ships. The contractor shall provide recommendations for any areas that require improvements.

5.0 MEETINGS AND FACILITIES

5.1 Meetings. All meetings shall be held at the MSC offices in Norfolk, VA, on the Norfolk Naval Station.

5.1.1 Monthly meetings shall be held at which the Contractor shall provide updates as to progress, status, and accomplishments.

6.0 DELIVERABLES

6.1 Kick-Off Meeting. A contract kick-off meeting will be held within five (5) business days after award. The Contractor shall contact the COR and arrange a mutually agreeable time at an MSC office to meet for the purpose of discussing the requirements and details of the work.

6.2 For all meetings the Contractor shall create a set of meeting minutes, to be signed by both the COR and the Contractor's Program Manager, reflecting all matters discussed during the meeting. Meeting minutes shall be provided to the COR within three (3) days after conclusion of the meeting.

6.3 The contractor shall prepare a preliminary report, describing the findings and recommendations of all of the areas listed in Section 4.0 and provide the report to the MSC Technical Point of Contact (TPOC) within 24 weeks of contract award. The contractor shall provide this preliminary report to MSC for review and comments, and shall address MSC comments when completing the final report. (Note: failure to deliver the preliminary report as required by this contract will entitle the Government to terminate this contract for cause under FAR 52.212-4(m) for failure to make delivery. This right shall be in addition to any other remedies the Government may have.)

6.4 The contractor shall provide the final report, , incorporating applicable MSC comments and participate in an extensive briefing that will include the findings and recommendations in a face-to-face meeting at MSC Headquarters, Norfolk, VA four (4) weeks after delivery of the preliminary report.

6.5 Format of Deliverables. Copies of all meeting minutes, preliminary report, final report, and any data collected by the contractor for use in the report shall be submitted to the COR in electronic form. In addition, hard copy deliverables are required for the preliminary and final reports.

6.5.1 The Contractor provided deliverables shall be readable using Microsoft Office Suite 2010.

6.5.2 No material, conclusions or findings are to be shared outside of MSC without the express written permission of MSC. Duplication or usage of these materials, conclusions or findings is prohibited.

7.0 REIMBURSEMENT OF TRAVEL.

7.1 Contractor Request and Approval of Travel. Any travel under this contract must be specifically requested in writing by the Contractor and approved by the Contracting Officer’s Representative (COR), prior to incurring any travel expense. The Contractor shall submit the written request to the COR three (3) days in advance, when possible. The travel request shall include as a minimum, the following:

1. Contract number

2. Date, time, and place of proposed travel

3. Purpose of travel and how it relates to the contract

4. Contractor’s estimated cost of travel with a breakdown of the estimated costs of transportation, lodging, meals, and incidentals; and

5. Name(s) of individual(s) traveling.

The COR shall review and approve/disapprove (as appropriate) all travel requests submitted giving written notice of such approval or disapproval to the contractor.

7.2 Travel Reimbursement. The Contractor shall be reimbursed for the reasonable actual cost of transportation, lodging, meals and incidental expenses. However, actual costs shall be considered reasonable, allowable, and reimbursable only to the extent that they do not exceed on a daily basis the maximum per diem rate in effect at the time of travel as set forth in the DOD Joint Travel Regulations located at https://secureapp2.hqda.pentagon.mil/perdiem/. Actual cost does not include handling charges, general and administrative cost, overhead, profit or any other indirect cost.

The Contractor shall use the allowable Government personnel rates for transportation and lodging. Reimbursement for airfare shall not exceed the lowest customary standard, coach, or equivalent airfare quoted during normal business hours. The Contractor will not be reimbursed for travel expenses unless audited records for transportation contain evidence, such as original receipts, substantiating actual expenses incurred for travel. In no event will reimbursement exceed the published rates of common carriers.

The Government is not obligated to reimburse the Contractor for otherwise reimbursable travel in excess of the funded amount stated in the contract with the reimbursable travel CLIN. The Contractor is not obligated to continue performance of any reimbursable work under this Contract or otherwise incur costs for reimbursable travel in excess of the funded amount stated in the contract with the reimbursable travel CLIN unless the Contracting Officer notifies the Contractor in writing that the funded amount stated in the contract under the applicable reimbursable travel CLIN has been increased. 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.

8.0 RESERVED

9.0 OTHER PERTINENT INFORMATION OR SPECIAL CONSIDERATIONS

9.1 Identification of Non-Disclosure Requirements. The Contractor will be required to work with business sensitive information in the performance of this contract. No sensitive or proprietary information of, or in the possession of the Military Sealift Command or any of its operating units, will be disclosed without the written consent of the Contracting Officer. A non-disclosure agreement concerning information gained or used during performing under this contract must be signed prior to the start of the contract. The agreement must be signed by any personnel who have access to sensitive business information and their employer. The required non-disclosure agreements is included as an attachment.

9.2 Security Requirements

9.2.1 The Contractor shall comply with all applicable public laws, government regulations, and command procedures regarding privacy.

9.2.2 All personnel performing work under this Contract shall be United States citizens.

9.3 Contractor Identification

9.3.1 Contractor employees must be clearly identifiable while on Government property by wearing appropriate badges.

9.3.2 Contractor and subcontractor personnel must identify themselves as Contractors or subcontractors during meetings, telephone conversations, in electronic messages, or correspondence related to this Contract.

9.4 Data Rights

9.4.1 All work performed by the Contractor under this Contract shall become the exclusive property of MSC in which the Government shall have unlimited rights. The Contractor shall not deliver or otherwise provide to the Government technical data or analyses, to include the deliverables under this Contract, with restrictions, including those as to use, modification, reproduction, and transfer, or with restrictive markings.

9.4.2 At any and all times, the Contractor agrees to promptly provide to the Government at no additional cost such documents, codes or other materials and information that are necessary to permit the Government's full enjoyment of its rights in the deliverables as described above.

10.0 CONTRACT TYPE

10.1 This is a firm fixed-price Contract with reimbursable elements for actual travel expenses.

11.1 Government Furnished Information:

- MSC and Contract Operator Safety Management System (SMS) policy and procedures

- MSC International Safety Management (ISM) certificates from 2010 to present

- MSC and Contract Operator (where available) Internal and External ISM Audit Reports from 2010 to present

- Investigation Reports for all recent incidents as set forth in Attachment 3

- MSC procedures for safe operation of a vessel underway IAW USCG and International Maritime Organization and Department of the Navy requirements

- ISM Code and Department of Defense standards and procedures for document control and safety management

12.0 ORGANIZATIONAL CONFLICT OF INTEREST

(1) The parties hereto recognize that the effort to be performed by the Contractor under this contract creates a potential organizational conflict of interest such as is contemplated by Federal Acquisition Regulation (FAR) 9.505. Specifically, biased or impaired objectivity in performing the services under this requirement. The Contractor will not engage in any contractual undertakings or other activities that could create an organizational conflict of interest with its position under this contract, namely those activities that might impair its ability to render unbiased advice and recommendations][from which it may derive an unfair competitive advantage as a result of knowledge, information, and experience gained or work undertaken during the performance of this contract]. The Contractor may submit a request to the Contracting Officer to waive the Organizational Conflict of Interest clause or may submit a mitigation plan to the Contracting Officer for approval to allow participation in a related procurement or other activity. During the term of this contract, including any extensions by change order or supplemental agreement, and for a period of 6 months or until the expiration of the contract, whichever comes first. The Contractor agrees that it will not supply Military Sealift Command as a prime Contractor, Subcontractor at any tier, or consultant to a supplier, any services, product, item or major component of an item or product, which is the subject of the requirements under this contract.

(2) For the purpose of this clause, the term “Contractor” means the Contractor, its subcontractors, subsidiaries, and affiliates, joint ventures involving the Contractor, any entity with which the Contractor may hereafter merge or affiliate, and any other successor of the Contractor.

(4) Whenever performance of this contract requires access to another Contractor’s proprietary information, the Contractor shall (i) enter into a written agreement with the other entities involved, as appropriate, in order to protect such proprietary information from unauthorized use or disclosure for as long as it remains proprietary; and (ii) refrain from using such proprietary information other than as agreed to, for example to provide assistance during technical evaluation of other Contractors' offers or products under this contract. An executed copy of all proprietary information agreements by individual personnel or on a corporate basis shall be furnished to the Contracting Officer within fifteen (15) calendar days of execution.

(5) In addition, the Contractor shall educate its employees, through appropriate means (such as formal training and promulgation of company policies and procedures) on the principles of FAR Subpart 9.5. Such education shall include, but not be limited to, training to ensure that employees refrain from using or disclosing proprietary information except as provided by executed agreement or as allowed by the contract. Further, the Contractor shall obtain from each of its employees, whose anticipated responsibility in connection with the work under this contract may be reasonably expected to involve access to such proprietary information, a written agreement, which, in substance, shall provide that such employee will not, during its employment by the Contractor, or thereafter, improperly disclose such data or information. The Contractor shall sign a similar agreement.

(6) The Contractor shall hold the government harmless and will indemnify the government as to any cost or loss resulting from the unauthorized use or disclosure of any third-party proprietary information by its employees, the employees of subcontractors, or by its agents.

(7) For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the government reserves the right to terminate this contract for default, disqualify the Contractor for subsequent related contractual efforts, and to pursue any other available legal remedies. If in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest subsequent to contract award, the contracting officer may choose to terminate this contract for the convenience of the government, when such termination is deemed to be in the best interest of the government.

(8) The Contractor will include the same provisions as are expressed in this clause, including this paragraph, in all subcontracts awarded for performance of any portion of this requirement. Subcontract restrictions will be limited, however, to the technical area(s) addressed in the specific statements of work in the Subcontractor’s given task orders. The Subcontractor shall not participate in any MSC contract in the applicable technical area(s) without written approval of the MSC Contracting Officer. This restriction is applicable throughout the period of performance of the subcontract, and any extensions thereof by change order or supplemental agreement. Use of a Subcontractor on this contract is not permitted without prior approval of the MSC Contracting Officer. When the provisions of this clause are included in a subcontract, the term "contracting officer" shall represent the head of the Contracts Office of the prime Contractor. Any deviations or less restrictive coverage deemed necessary or required by the prime Contractor for a particular subcontract must first be submitted to the Government Contracting Officer for approval. Subcontractors, on a case-by-case basis, may make a request, through the prime Contractor, for a revision to the MSC OCI Clause restrictions outlined above.

(End of Summary of Changes) image1.wmf