SOL_16-R-3405.doc

Section SF 1449 - CONTINUATION SHEET

Charter Hire

FFP

FOB: Destination

NET AMT

Reimbursable Costs

NET AMT

Mobilization Costs

NET AMT

Demobilization Costs

NET AMT

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

PERFORMANCE WORK STATEMENT

INVOICE INSTRUCTIONS

See clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) and the MSC Specific WAWF Instructions provided below as a supplement to 252.232-7003.

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

BOXES

B-1 BOX FORMAT

Vessel(s):

Owner, DUNS, CAGE, TIN (and TIN of parent, if applicable):

Solicitation Number (date):

Contract Number (date):

1. Vessel Required:

See RFP PWS

2. Place/Range of Delivery:

JEB Little Creek-Fort Story, Virginia Beach, VA, 26 July 2016

3. Place/Range of Redelivery:

JEB Little Creek-Fort Story, Virginia Beach, VA, 30 September 2016

4. Charter Period

26 July 2016 to on/about 30 September 2016

5. Lay Days:

Commencing and cancelling on 26 July 2016at 1600 hours local time

6. Terms/Conditions/Attachments added, deleted or modified:

Vessel(s):

the offer is firm until an award is made unless withdrawn.

9. Amendments Acknowledged (amendment numbers and dates)

10. Owner (style, address, phone, cell phone, pager, e-mail, fax)

11. Broker (address, phone, e-mail, fax)

12. Remittance address for hire (if other than box 10)

13. - 17. RESERVED

Vessel(s):

PER DIEM RATES

FIRM PERIOD

FULL OPERATIONAL STATUS RATES

18A.

USD per diem

21. Reserved

22. Other Costs:

LAYDAYS PROPOSED

23. Laydays Proposed:

24. Estimated Readiness Date:

Anytime

PERFORMANCE WORK STATEMENT

1.1 Mission. The Military Sealift Command (MSC) request one Jones Act qualified, US flagged vessel to support Explosive Ordnance Disposal (EOD) Group Two/Mobile Dive and Salvage (MDS) diving operations and training exercises.

1.2 Area of Operation. The vessel will operate out of the Joint Expeditionary Base Little Creek in Virginia Beach, Virginia, Truman Annex, Key West, Florida and in the Atlantic Ocean.

1.3 Operating Scenario. The vessel will support underway and local pier-side EOD/MDS diving operations and training, surface-supplied diver training/operations and coxswain training on a continuous 24-hour basis in water depths between 40-1,000 feet. The vessel shall be prepared to carry small boats and a certified hyperbaric chamber per US Coast Guard and US Navy requirements, provide hyperbaric chamber services for emergencies and routine decompression operations, replenishment/minor maintenance support, and personnel support. The vessel shall be prepared to store explosive materials in a GFE certified Ready Storage Locker (RSL) as required for EOD/MDS operations. The vessel will also support loading, storage and discharge of Government materials and equipment, arranging for any shore-side equipment if required for load/discharge operations.

1.4 Operational Support. Services shall be 24 hours a day support to include but not be limited to the following:

a. Launch and recovery of small boats and divers

b. Refueling small craft onboard

c. Logistical support (i.e. messing, berthing, communications, and physical training facilities, etc.)

d. At sea transfer of personnel and cargo alongside or astern in up to sea state 3;

1.5 Delivery: JEB Little Creek-Fort Story, Virginia Beach, VA

1.6 Redelivery: JEB Little Creek-Fort Story, Virginia Beach, VA

1.7 Charter Period: 26 July 2016 – 30 September 2016

1.8 Laydays: Commencing/Cancelling 26 July 2016

1.9 Certifications. The vessel shall be United State Coast Guard (USCG) certified under 46 Subchapter I and American Bureau of Shipping (ABS) classified or an International Association of Classifications Societies (IACS) member society. At a minimum, the vessel, launch and recovery systems, cranes, weight handling equipment and unique shipboard storage appliances shall be maintained and shall be classed by the ABS (or equivalent society).

1.10 Endurance and Seakeeping. The vessel must be capable of supporting at-sea operations for up to 24 days without resupply. In addition, the support ship shall be able to operate in conditions up to and including sea state 5 and conduct launch and recovery of small boats, divers, RHIBs, and CRRCs, up to sea state 3.

1.11 Flag. Jones Act qualified and US.-flagged vessel.

1.12 Water Depth. Vessel shall facilitate operations in water depths of 40 – 1000 feet

1.13 Speed. Minimum 12 knots transit speed.

1.14 Dynamic Positioning. Vessel shall be equipped with an operable Dynamic Positioning System Two (2) or equivalent. The vessel shall be capable of maintaining a specific heading at speeds of one knot or greater and maintaining station within a 150-foot radius of the established position in conditions up to and including winds of 30 knots and Sea State 5 (up to 12 feet) along with two (2) fully qualified, certified Dynamic Positioning Officers, in order to support 24/7 operations and training.

1.15 Deck Space. The vessel shall have 5,000sq.ft of contiguous open deck space of sufficient deck strength to load the required GFE/CFE below. The vessel shall also have the capability to conduct universal four-point lashing to the deck. Vessel must provide support equipment for handling the GFE/CFE including a forklift for maneuvering them onboard and securing them to the deck in accordance with federal regulations.

1.15.1 Government-Furnished Equipment (GFE)

a. One (1) NAVSEA certified Standard Navy Double-Lock Recompression Chamber System (SNDLRCS) including an Air Supply Rack Assembly (ASRA): consists of a standard 20’x 8’x 8’ ISO shipping container (25,000 lbs fully loaded).

b. FMGS (Fly-Away Mixed Gas System) consisting of five (5) gas rack assemblies (HOSRA/OSRA/ASRA), mixed gas control console and two (2) gas booster assemblies.

c. One (1) Recompression Chamber Life Support Skid (10’ x 8’; 14,000lbs)

d. Two (2) MILVANs (20’ x 9’ x 8.5’; weighing up to 15,000lbs each) for storing and charging the MK 18 FOS Unmanned Underwater Vehicle (UUVs). These UUVs require 12’ feet clearance on one end to facilitate removal of the UUV.

e. One (1) ESAMS (Expandable Small Air Mobile Shelter) (22’ x 9’x 8’; 10,000lbs).

f. Four (4) Combat Rubber Raiding Craft (CRRCs) (12’ x 6’ x 2.5’; 265lbs each ).

g. Two (2) 11-meter Rigid Hull Inflatable Boats (RHIBs) (36’x 12’; 13,000 lbs each)

h. Two (2) 9-meter RHIBs (30’ x 10’; 12,000lbs each)

i. Two (2) 7-meter RHIBs (24’ x 11’; 9,000lbs each)

j. Two (2) RHIB cradles (20’ x 8’; 1,500lbs each)

k. One (1) Air Compressor for Chamber Support and Scuba Charging (6’x 4’, approximately 2,300lbs)

l. Three (3) Explosive Ready Service Lockers (RSLs) (5’x 5’, 2,000lbs each)

All deck stored equipment shall be griped or stowed to support open ocean transit in sea states equaling vessel’s sea state capability.

1,15,2 Contractor-Furnished Equipment (CFE)

a. One (1) 450-gallon gasoline storage tank

b. One (1) FDA approved Automated External Defibrillator (AED) unit stored in a location that is accessible to trained responders.

c. Sufficient certified and load tested rigging equipment to support sponsor operations.

d. Drying rack to hang a minimum of 16 Diver wet suits, dive rigs, and fin sets.

e. Shower head with cold and hot fresh water adjacent to diver drying rack station.

f. Bottle rack(s) to hold up to 20 standard K-Bottles of diver’s Oxygen, Helium and Standard Air.

g. Storage rack for four (4) 250 HP and four (4) 30 HP outboard motors. Stand(s) reinforced to support engine maintenance and short period of operation. Storage location shall have fresh water hose connection for engine cooling when running.

h. Deck lighting to support night time launch and recovery.

i. Deck lighting to support on deck maintenance during transit without interfering with safe navigation and bridge observation.

j. A configurable fixed or mobile platform that affords safe access to RHIBs while stored on deck.

1.16 Vessel Launch Recovery. The vessel shall be equipped with a Launch and Recovery System capable of handling CRRCs and RHIBs. This system shall:

a. Be capable of lifting and supporting 30,000lbs per craft and included interface equipment.

b. Be manufactured in accordance with Navy standards or a recognized classification society standard (ABS Rules for Building and Classing Underwater Vehicles, Systems and Hyperbaric Facilities or equivalent standard).

c. Provide a safe means of controlling the motion of the craft during launch and recovery operations in order to prevent injury to personnel and damage to the craft.

d. Be responsible for assisting Government personnel with loading, securing and discharging mission equipment.

e. Provide 24-hour launch/recovery services in support of Government requirements. This shall be accomplished in sea state/weather conditions as delineated in the US Navy Diving Manual and GFE technical documentation to facilitate safe training operations.

1.17. Fuel Storage. The vessel shall be equipped with an USCG approved, minimum 450-gallon, external fuel storage tank (CFE) for gasoline and associated equipment to facilitate refueling RHIBs at sea or on deck. Additionally, the contractor shall provide a means of refueling diesel fuel for sponsor GFE (generators, etc.). The contractor will refuel Government small boats as required

1.18 Electrical Power. The vessel must be able to provide sufficient electrical power in the vicinity of the Government Furnished Equipment (GFE) identified in this document. At a minimum, four (4) 480 VAC, 100-amp (Delta) outlets, four (4) 220 VAC 3-phase, 60-amp, 60 Hz outlets and four (4) 208 VAC 3-phase, 60-amp, 60 Hz outlets shall be provided. All GFE and Sponsor support and habitability areas require 60 Hz.

1.19 Fresh Water. The vessel shall provide a minimum of 2,000 gallons of potable water production to support embarked personnel and crew living onboard, and including an additional 2,000 gallons fresh water daily on back deck for miscellaneous use including, but not limited to, equipment wash down.

1.20 Dive Staging Area. The vessel shall be equipped with a Diver’s Staging Area for launching and recovering divers. At a minimum, staging area must consist of water access by ladder or removable bulkhead. The equipment used to handle the over-the-side divers should meet the requirements of U.S. Navy Diving and Manned Hyperbaric System Safety Certification Manual, NAVSEA (SS521-AA-MAN-010, Revision 2, 1 Nov 2006) and U.S. Navy Diving Manual.

1.21 Conference Room/Work Space. The contractor shall provide 200sq.ft (minimum) of administrative/conference space sufficient to handle up to 20 personnel. Space shall have tables and seating to accommodate these personnel, with power outlets providing standard 120VAC power for computers and presentation equipment. The conference room shall be equipped with a projector and pull-down screen, or a TV measuring at least 55-inches. The conference room shall provide hard-wired internet access to government-provided laptops/computers with sufficient bandwidth for embarked OIC and leadership to maintain email connectivity with parent units.

1.22 Meals. The contractor shall provide three (3) galley-prepared cafeteria-style meals and hotel services for up to 30 embarked personnel (not including vessel crew) when underway. The contractor shall provide snack foods and bottled water for embarked personnel.

1.23 Berthing. The vessel shall support berthing for up to thirty (30) embarked personnel in addition to vessel crew. Berthing shall be provided with no more than four (4) per stateroom and eight (8) per head equipped with shower. Curtained off bunks are acceptable. Clean linens and access to 24hr self-service laundry shall also be provided.

1.24 Port Services. The contractor shall have the employ of an agent to arrange for all port services on a reimbursable basis during this charter. Port services shall include tugs, pilots, berthing, potable water, shore power, trash and garbage removal, and oily waste removal including small boat bilge waste, sewage removal, hazardous material removal, line handlers, dedicated telephone service and liberty launch services.

1.25 Communication Equipment. The vessel shall carry Marine VHF and a ship’s cell phone and shall accommodate the integrations of GFE communications equipment and antennas including secure HF/VHF/UHF/SATCOM. The contractor shall allow embarked personnel internet connectivity while underway. The contractor shall be prepared to enact Emissions Control procedures as required by NAVSEA OP 4 at any time embarked personnel are conducting demolition buildup procedures.

1.26 Navigation Equipment. The vessel shall be equipped with gyrocompass with repeaters, GPS and a radar. The radar shall be capable of surface search to a minimum of 25 NM.

1.27 Air Conditioning. The contractor shall ensure all communications equipment is climate-controlled with a maximum temperature of 80 degrees F. Communications equipment requires climate (AC/DH) control. All interior berthing and work spaces shall be climate controlled

1.28 Laundry Services Facilities. The vessel shall provide a 24-hour laundry facility for a minimum of 30 Government assigned personnel.

GENERAL REQUIREMENTS

SUBSTITUTION OF VESSEL(S):

1. Substitution of vessel(s) is not authorized during the sixty –seven (67) day performance period except for a casualty that would prevent the vessel(s) from performing the requirements fully. In the case of a casualty, substitution of vessel(s) is authorized, but only for good cause shown and upon proper notice to the Government and approval of the Contracting Officer. Notice of intent to substitute by the Contractor shall identify the vessel(s) being substituted and the vessel(s) for which substitution is being made and shall provide the Contracting Officer with sufficient information on which to base a determination regarding good cause for substitution and the acceptability of the nominated substitute vessel. Notice shall be submitted in writing and shall be submitted sufficiently in advance to permit the Contracting Officer to make a reasoned determination regarding good cause and substitute vessel(s) suitability. If circumstances require oral notification, said notice shall provide all of the above-required information and shall include a statement of circumstances that preclude a written notice prior to substitution. Confirmation of the information given in an oral notice shall be submitted to the Contracting Officer in writing within forty-eight (48) hours of the giving of oral notification.

a) The Contractor shall fix and deploy a substitute vessel(s) within a period of six (6) hours of submission of notice of substitution or within six (6) hours of the commencement of any off-hire, whichever occurs first. (See section entitled “Off-hire” below.)

b) Any vessel(s) offered as a substitute shall be equal to or greater than the minimum characteristics listed in the Performance Work Statement Paragraph 14 under this contract and shall be fully ready to perform in accordance with this Charter Party upon arrival at the work site designated by Charterer. Any vessel(s) substituted under this Clause shall result in no cost increase for Charterer, and substitution shall result in no operation delay for Charterer except as provided above. It shall not otherwise excuse any other performance required under this Charter party.

c) The Contracting Officer’s notice of acceptance or rejection of the substitute vessel(s) shall be made within reasonable time following Owner’s nomination thereof, provided that the Contracting Officer is furnished sufficient information on which to base such a determination. Silence of the Contracting Officer shall not be construed as acceptance of any nominated vessel(s).

d) Notwithstanding the Charterer's prior acceptance of any substitute vessel(s) under this paragraph, the Charterer may, at any time, reject any previously accepted substitute vessel if it is determined that the characteristics of that substitute vessel(s) were misrepresented by the Contractor or are otherwise unsuited to the requirements of this contract.

VESSELS COMPLEMENT AND CREW:

1. The Master(s), Officers and entire crew shall be US citizens, speak English fluently, and possess valid and current United States Coast Guard certificates, licenses, and documents. 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).

2. Physical security equipment required to meet port security plans shall be Contractor-furnished.

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

4. All contractor employees shall have in their possession photo identification at all times when working under this Charter Party Contract.

5. 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.

6. Security Clearances. (RESERVED)

TYPICAL SERVICES:

1. The following list is provided for illustrative purposes only and describes some of the services that may be performed as requested on the basis of a 24-hour per day readiness:

a. Towing, twisting, mooring, berthing, docking, streaming, shifting, assisting, pulling, and escorting those vessel types identified herein to this Contract and miscellaneous other vessels, barges, submarines, crafts, hulls, sleds, derricks, lighters, and objects of whatsoever nature including anything carried thereon. The government reserves the right to use Government-owned or controlled Tugs or vessels separately or jointly with Owner's vessel(s) in the performance of any services listed in this Contract;

b. Transfers of pilots and Government Personnel by vessel;

c. Vessel(s) emergency support services, including responses to weather conditions threatening vessels, piers, dry-docks, or shore facilities; shipboard fires; vessels aground; vessel equipment failures; downed aircraft; oil spills; missions of mercy; collisions; ammunition mishaps; and search-and-rescue operations and shipboard casualty or National Defense Emergency;

d. Line handling; and

e. Providing personnel (other than a riding crew) to go aboard a tow; and,

2. Contractor shall provide adequate staff and communications to promptly respond to Government's requests for services under this contract on a 24-hour per day basis.

OTHER SERVICES, RESPONSIBILITIES, PLANS AND REPORTS

1. 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(s) 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 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.

REQUESTS FOR SERVICE

1. Requests for services within the scope of this Charter Party contract may be issued by:

a) Contracting Officer

PRICE SHEET

RATE STRUCTURE:

1. This Charter Party contract has a daily hire rate structure with reimbursable elements as follows:

(a) DAILY HIRE RATE STRUCTURE

i) 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. Daily Hire rate shall be considered payment in full for all overtime, including but not limited to crew overtime or penalty time required for the making up or breaking of tows. Port charges and fuel will be reimbursable expenses.

2. The rates to be paid under this Charter Party contract, as offered and accepted at the time of award, are as follows:

DAILY RATES

Charter Hire (Per Day)

See Box 18A

WAGE DETERMINATION

Wage Determination (2010-0205 Rev.9) is incorporated into this contract and is available upon request. Offerors are required to pay the heath and wellfare at Rev. 9 but the daily employee rates at Rev. 7. Please contact James Wood (james.wood4@navy.mil) or Carley Orvin (franklin.orvin@navy.mil) to obtain wage determination.

OTHER REQUIREMENTS

OFF HIRE

1. 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.

2. 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. All fuel used by the Vessel being driven into port or to shallow harbors or to rivers or ports with bars, the delay of the Vessel and/or expenses resulting there from shall be for Charterer's account.

3. Delays/Excessive Fuel Consumption. If upon any passage the Vessel fails to make the warranted speed or if her warranted fuel consumption exceeds that offered due to defect in or breakdown of any part of her hull, machinery, or equipment; casualty; or inefficiency of Master, Officers, or crew or their failure to proceed with utmost dispatch, and if the Vessel is delayed more than two (2) hours, provided no missions were missed during that period of time, the hire for the time lost and any cost of extra fuel consumed, if any, shall be borne by the Owner.

LOSS OF VESSEL

1. Loss of Vessel. Should any or all of the vessels be either lost or missing, or become a constructive total loss, the portion of the charter for such vessel(s) 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(s) 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(s) is ascertained, as the case may be.

REIMBURSABLE ITEMS:

[Specifically stated portions of the following requirements shall be paid as reimbursable items]

1. Reimbursable Supplies and Services (charterS) (MAR 2005)

(1) 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.

(2) 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 $2,500 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 (i) through (iii) below to the Contracting Officer for approval prior to purchasing fuel. For purchases of services and supplies and 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.

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

(ii) Identification of the proposed subcontractor and price.

(iii) 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.

(3) 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.

(4) 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 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.

(5) 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.

(6) 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.

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

(8) Change orders shall not be considered an authorization to exceed the funded amount stated in the Schedule under each 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.

2. PASSENGERS, SUPERCARGO AND GOVERNMENT REPRESENTATIVES:

(a) 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 Reimbursable Supplies and Services clause of this Performance Work Statement (See below, paragraph 36), 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.

(b) 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 Reimbursable Supplies and Services clause of this SOW, be reimbursed for 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.

(c) 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.

INSURANCE

INSURANCE

1. Vessel Owner’s Insurance

(1) General. During the full period of this Contract, the Owner shall maintain commercially reasonable and standard marine insurance coverage on the Vessels, including Broad Form Tower’s Liability Insurance (including damage to the Tow) on each tug performing under this Contract, Hull and Machinery, Protection and Indemnity (P&I) (including Tower’s Protection and Indemnity Liability Insurance on each tug performing under this Contract), Pollution Liability, War Risk Hull and Machinery, War Risk P&I, and Second Seamen's War Risk and Government Personnel Training Insurance (shall cover hands-on operation of the vessel equipment by Government personnel while training to operate the tug under the Emergency Situations and Training clause). 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 Broad Form Tower’s Liability policy, Tower’s P&I policy, 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.

2. War

(1) Voyage Instructions. Operating limits of the vessel subject to this contract shall be worldwide. If the Vessel is ordered under this Contract 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.

3. 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” 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.

In accordance with FAR 12.301(e) and FAR 12.302, the following paragraphs, stating additional terms and conditions consistent with customary commercial practice and necessary for performance of the contract, are added to FAR 52.212-4.

(a) NO COST CANCELLATION OF CONTRACT. The Government shall have the right to cancel the contract at no cost upon 30-days written notice by the Contracting Officer in any option period.

(b) INVOICE ADDRESS. See DFARS 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS.

(c) LAWS GOVERNING. This Charter Party shall be governed by the laws of the United States.

(d) STANDARDS OF APPEARANCE. It is important that the Vessel operation meets the highest possible standards of appearance and Vessel smartness. To this end, the Owner and operator will institute a continuous program of Vessel maintenance. The hull, decks, deckhouse, and all appurtenances will be cleaned and preserved as necessary and painted as required. The interior of the Vessel's deckhouses will be maintained in a clean and orderly state, with all equipage properly and securely stowed. The main and auxiliary machinery spaces will be kept clean and free of excessive accumulations of oil and debris. All spaces will be lighted to allow safe operation and correct maintenance of machinery and equipment.

(e) WAIVER OF CLAIMS. All claims whatsoever under this contract must be submitted to the Contracting Officer pursuant to the clause entitled “Disputes” within six months of the accrual of the claim. All claims not so submitted shall be deemed waived by the Owner.

(f) GENERAL DEFINITIONS.

(1) "Assisting" - Movement of a tow, which is making use of, or which has available for use, her own propulsion

(2) "Associated Equipment" - Construed to include all Contractor-furnished or owned equipment necessary for performance under this Contract

(3) "Crew" – Members of the Vessel(s) identified in rate schedule.

(4) "Dry-docking" - For purposes of this Contract dry-docking shall mean any removal of the Vessel from the water for any purpose.

(5) "Line-handling" - Movement or transportation of the tow's lines ashore by Vessel's crew

(6) "Master" – Master of the Vessel identified in the rate schedule

(7) "Overtime" – As shown in statement of work.

(8) "Owner" - That entity exercising commercial control of the Vessel(s) identified in the Rate Schedule; interchangeable with "contractor" and "offeror" and to include disponent owners and all the shipowner's and disponent owner's agents, employees, independent contractors, Master, Officers, and crew

(9) "Owner's Representative" - See "Representative", below

(10) "Place" - Any berth, dock, anchorage, submarine line, alongside any Vessel or lighter or any other place whatsoever to which Charterer is entitled to direct the Vessel hereunder

(11) "Representative" - Foreman, superintendent, dispatcher, supervisor, or manager employed and designated by Owner to respond to Government requests for service under this Contract

(12) "Vessel/Vessels" - Those Vessels identified in the Rate Schedule and any other Vessel(s) accepted by the Government for use under this Contract (the word "Vessel" as used in this Contract is both plural and singular).

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;

(2) X, Lease/Rental of Facilities

(3) Y, Construction of Structures and Facilities;

(4) S, Utilities ONLY; and

(5) 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.

WAWF INSTRUCTIONS

MSC SPECIFIC WIDE AREA WORKFLOW (WAWF) INSTRUCTIONS (AUG 2012)

The information contained in this instruction is supplemental to DFARS 252.232-7006.

The information contained in the table in DFARS 252.232-7006 is for WAWF purposes only. Information included in DFARS 252.232-7006 and this WAWF instruction apply only to WAWF Invoicing and WAWF Receiving Reports. Contradictory information elsewhere in this contract, e.g. Ship to DoDAAC, shall be followed per the terms and conditions of the contract.

When entering the invoice into WAWF, the Contractor shall fill in the DoDAAC fields or DoDAAC extensions exactly as shown in the table in DFARS 252.232-7006. Fields that should not be filled in when entering the invoice into WAWF will be indicated with the direction, "Leave Blank."

In some situations the WAWF system will pre-populate the "Pay DoDAAC," "Admin By DoDAAC" and "Issue By DoDAAC." The Contractor shall verify that those DoDAACs automatically entered by the WAWF system match the information in the table in DFARS 252.232-7006. If these DoDAACs do not match, then the Contractor shall correct the field(s).

If Receiving Reports are required, ensure that the "Inspection" and "Acceptance" defaults of "destination" for both fields are not changed in the WAWF online interface.

The CLINs on the WAWF invoice shall be entered exactly as set forth in the contract document including CLIN number (e.g. 0001), Quantity (may be adjusted for actual quantity or dollar value delivered and invoiced), and Unit Price (e.g. $1.00). The dollar amounts on each CLIN or SubCLIN on the WAWF invoice shall reflect final performance values, but in no instance can the dollar amount for each CLIN or SubCLIN exceed what is specified in the contract document. The Contractor shall bill to the lowest level, e.g., the SubCLIN level. The Quantity and Unit of Measure fields must be filled out exactly as indicated in the CLINs and SubCLINs to reduce the possibility of the invoice being delayed or rejected during processing.

Before closing out of an invoice session in WAWF, but after submitting the document or documents, the Contractor will be given the option to send additional email notifications by clicking on the "Send More Email Notifications" link that appears on the page. The Contractor shall click on this link and add the Technical Point of Contact's (TPOC) or Contracting Officer's Representative's (COR) email address in the first email address block and add any other additional email addresses desired in the following blocks. This additional notification to the Government is important to ensure the acceptor/receiver is aware that the invoice documents have been submitted into the WAWF system.

(End of instructions)

CLAUSES INCORPORATED BY FULL TEXT

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause--

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at…