N32205-17-R-3500_RFP_Released.pdf

SEE ADDENDUM

(No Collect Calls)

N32205-17-R-3500 06-Oct-2016

b. TELEPHONE NUMBER

757-341-6529

8. OFFER DUE DATE/LOCAL TIME

01:00 PM 07 Nov 2016

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

N322059. ISSUED BY

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

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

KOLBY HAROLD

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

MILITARY SEALIFT COMMAND NORFOLK

471 EAST C STREET, BLDG SP-64 NAVAL STATION N

NORFOLK VA 23511-2419

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$35,500,000

NAICS:

488330

X

OFFER DATED

29. AWARD OF CONTRACT: REF.

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

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF58

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

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

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

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

N32205-17-R-3500

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 365 Days

FIRM PERIOD - CHARTER HIRE

FFP

4 Tugs POP: 01 APRIL 2017 - 31 MARCH 2018 FOB: Destination

NET AMT

0002 1 Each

FIRM PERIOD - REIMBURSABLES

FFP

POP: 01 APRIL 2017 - 31 MARCH 2018

0003 1 Each FIRM PERIOD - Delivery Fee

FFP

0004 1 Each FIRM PERIOD - Redelivery Fee

FFP

1001 365 Days

OPTION OPTION PERIOD I - CHARTER HIRE

FFP

4 Tugs POP: 01 APRIL 2018 - 31 MARCH 2019

1002 1 Each

OPTION OPTION PERIOD I - REIMBURSABLES

FFP

POP: 01 APRIL 2018 - 31 MARCH 2019

2001 366 Days

OPTION OPTION PERIOD II - CHARTER HIRE

FFP

4 Tugs POP: 01 APRIL 2019 - 31 MARCH 2020

2002 1 Each

OPTION OPTION PERIOD II - REIMBURSABLES

FFP

POP: 01 APRIL 2019 - 31 MARCH 2020

3001 365 Days

OPTION OPTION PERIOD III - CHARTER HIRE

FFP

4 Tugs POP: 01 APRIL 2020 - 31 MARCH 2021

3002 1 Each

OPTION OPTION PERIOD III - REIMBURSABLES

FFP

POP: 01 APRIL 2020 - 31 MARCH 2021

4001 334 Days

OPTION OPTION PERIOD IV - CHARTER HIRE

FFP

4 Tugs POP: 01 APRIL 2021 - 28 FEBRUARY 2022

4002 1 Each

OPTION OPTION PERIOD IV - REIMBURSABLES

FFP

POP: 01 APRIL 2021 - 28 FEBRUARY 2022

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC

0001 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

0004 N/A N/A N/A N/A

1001 N/A N/A N/A N/A

1002 N/A N/A N/A N/A

2001 N/A N/A N/A N/A

2002 N/A N/A N/A N/A

3001 N/A N/A N/A N/A

3002 N/A N/A N/A N/A

4001 N/A N/A N/A N/A

4002 N/A N/A N/A N/A

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 0002 N/A N/A N/A Government 0003 N/A N/A N/A Government 0004 N/A N/A N/A Government 1001 N/A N/A N/A Government 1002 N/A N/A N/A Government 2001 N/A N/A N/A Government 2002 N/A N/A N/A Government 3001 N/A N/A N/A Government 3002 N/A N/A N/A Government 4001 N/A N/A N/A Government 4002 N/A N/A N/A Government

NOTES ON CONTRACT

NOTICE TO OFFERORS

A. SUBMISSION PACKAGE

Attachment A provides the Tug Characteristic Sheet.

Attachment B is the Vessel Casualty and Strike Contingency Plan.

Attachment C is the Offered Rates Sheet.

Attachment D is the Past Performance Data Sheet.

Attachment E is the Past Performance Questionnaire.

END OF NOTICE TO OFFERORS

NOTES ON CONTRACT

INTRODUCTION

This solicitation is a request to time charter four (4) tugs to support the Government's requirement in Pearl Harbor, Hawaii for ship handling, docking and undocking in the harbor and surrounding waters. The charter is for a firm period of 365 days beginning 01 April 2017 and ending 31 March 2018 and options for three (3) additional one-year periods and a fourth period of eleven (11) months ending 28 February 2022.

SCHEDULE OF SUPPLIES AND SERVICES

1. The Schedule of Supplies and Services follows as CLINS under this contract.

2. The following tables will be filled in by the government at award:

a. Daily Rate

b. CLIN price and quantity data

c. Authorized tugs

INVOICE INSTRUCTIONS:

a. Invoices shall be submitted in accordance with the instructions in DFARS clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) and DFARS clause 252.232-2006, Wide Area Work Flow Payment Instructions. Also, see the Section WAWF Instructions below.

PERFORMANCE WORK STATEMENT

1. SCOPE OF WORK: MSC requests four (4) time-chartered, U.S. flag tugs to provide harbor support services and ship handling at Naval Base Pearl Harbor, HI. This contract is for requirements that cannot be satisfied with government owned, controlled or time-chartered vessels (both current and follow-on contracts).

The following list, is not all- inclusive in neither scope nor description, is illustrative of the services to be performed:

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

(b) Transfers of pilots and Government Personnel by Tug.

(c) Tug 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; search-and-rescue operations; shipboard casualty; and National Defense Emergency

(d) Line handling

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

(f) Owner's Representative shall provide adequate staff and communications to promptly respond to Government's requests for services under this Contract on a 24-hour-day basis.

2. AREA OF OPERATIONS: The place of performance shall be in the geographical region(s) of Naval

Base Pearl Harbor, HI and the surrounding navigable waters, including all of Oahu Island. Within this geographical region, the Tug may be ordered to any berth, dock, anchorage, wharf, place, open roadstead, submarine line, or alongside any vessel, barge, lighter, submarine, craft, hull, derrick, or object of whatsoever nature that the Government may direct, provided the Tug can lie always afloat except in harbors or waters where it is customary and safe in the port to work aground. Tug will be home berthed in the Geographical Region noted below. The Government may reassign the Tug to a different berth within the Geographical Region on a temporary or permanent basis to meet emergent requirements. The Tug shall remain on site at the base assigned 24 hours a day, 7 days a week when not on mission, undergoing refueling or required at a shipyard.

3. CONTRACT STYLE: Firm Fixed Price with reimbursable fuel.

4. PERIOD OF PERFORMANCE: One firm period and 4 option periods for a total of 59 months.

PERIOD NAME DURATION COMMENCEMENT DATE END DATE

Firm Period 365 days 1 April 2017 31 March 2018

Option One 365 days 1 April 2018 31 March 2019

Option Two 366 days 1 April 2019 31 March 2020

5. AVAILABILITY: The tug shall be available 24 hrs/day, 7 days/week. After receiving a request for service from an authorized Government official (see “Requests for Service” below), Tugs shall be fully crewed and ready for service in accordance with the response times in the table below.

6. NOTIFICATION: When tug service is requested, service shall be provided within the time specified in the “Required Response” boxes below.

7. SCHEDULE OF ESTIMATES: The following estimates are not a guarantee of work. This information is provided for estimation purposes only. Any difference in the actual numbers or workload experienced shall not form the basis for any claim or equitable adjustment.

8. DELIVERY/REDELIVERY: Naval Base Pearl Harbor, HI

9. TUG CHARACTERISTICS: The Tug(s) chartered under this Charter Party contract shall have the minimum characteristics as described in the chart Tug Characteristics. Specifications and characteristics exceeding the minimum, if offered and accepted by the Government, are incorporated by reference upon contract award.

Option Three 365 days 1 April 2020 31 March 2021

Option Four 334 days 1 April 2021 28 February 2022

TIME REQUIRED RESPONSE

Straight Time – Port hours 0600-1800 (Mon. – Fri. except weekends and Federal Holidays).

1 hour

Unless scheduled by 1200 the previous workday

Overtime – All hours not covered in straight time, and all weekends and Federal Holidays.

2 tugs – 2 hours 2 tugs – 1 hour

Unless scheduled by 1200 the previous workday

PERIOD ESTIMATED OVERTIME HOURS PER YEAR PER

TUG

Firm Period 150 Option 1 150 Option 2 150 Option 3 150 Option 4 150

CHARACTERISTIC MINIMUM CHARACTERISTIC MINIMUM

FLAG USA CLASSIFICATION IACS Member

PROPULSION TYPE Tractorlike

MAXIMUM LENGTH

OVER ALL

110 feet

BOLLARD PULL

Forward100,000 lbs.

Astern 70,000 lbs.

Athwartship 70,000 lbs

FENDERING AND

CONFIGURATION

Configured with cleans non-marking fendering to prevent metal-to-hull contact with surface and sub-surface vessels under normal conditions of pitch and roll. Fendering shall be firmly secured to vessel along the entire length. Fendering includes propeller guards, if applicable.

TRANSIT SPEED

11 knots minimum at 80% rated horsepower in “moderate weather” per the Douglas Sea Scale

MAXIMUM DRAFT: 16 feet (salt water), fully laden.

PASSENGER

CAPACITY:

12 people maximum in addition to master and crew, without provisions for victualing and berthing.

ENDURANCE

7 days endurance with a minimum operational range of 500 nm.

COMMUNICATION

EQUIPMENT

Minimum required by the U.S.C.G.

and FCC for inland and international waters. Additionally, shall have external loud hailer, two sets of fixed VHF radios and two sets of portable VHF radios functioning on a marine frequency. Shall have a transceiver capable of working at 2-30 MHz at 100-Watt output.

FIREFIGHTING

EQUIPMENT

Each tug shall have fire-fighting systems capable of providing 3000 GPM at the fire pump.

Shall have sufficient fire monitors to provide 360 coverage at 1000

GPM at 125 PSI. Shall have minimum of two (2) fire stations, one port, and one starboard. Fire fighting system shall be capable of having AFFF foam injected into it for fire fighting. Be equipped with a portable de-watering pump capable of 250 gpm.

WINCHES

Each tug shall have a total of three winches for services performed under this contract. Each winch shall have a minimum safe working load of 9,000 lbs. Further, each shall have 40 feet per minute pay-out/haul-in speed. All shall be capable of handling 8” lines.

PILOT TRANSFER

CAPABILITY

Tug shall have sufficient handholds and/or platform to safely transfer pilots to and from vessels under normal sea conditions.

NAVIGATION

EQUIPMENT

Minimum required by the U.S.C.G for inland and international waters to include a radar, fathometer and GPS.

SEWAGE CAPACITY Minimum of 24 hrs.

LINES

Tug shall be equipped with sufficient synthetic lines to perform port services. Contractor will identify the type of line(s) and its intended use.

Will log the date each line was put into service.

Keep on hand the load tests and specifications of the line.

Log will be kept in the pilot house for review by the COR.

OTHER

REQUIREMENTS

Each tug shall be capable of performing work in winds equivalent to Beaufort force 8 (wind speed of 34-40 knots).

BROW

One brow to allow for the safe transfer of two passengers at a time.

The brow shall be a minimum of two feet in width for the entire length.

Such brow shall be of sufficient length to assure safe passage of personnel from the tug to the deck of

VETTING

Contractor shall provide a completed form JBPHH 0-180 to the COR for vetting access for each crewman entering the base.

This form contains PII (which shall be protected IAW the Privacy Act of 1974):: Name,

10. PRICING SHEET: Daily Rate: The daily rate shall be inclusive of weekends, holidays and overtime, based on the required availability above. Daily rate is exclusive of fuel, which shall be supplied/reimbursed by the Government.

11. FUEL CONSUMPTION RATES:

12. WAGE

DETERMINATION. Wage Determination (2010-0205 R4) is incorporated into this contract and is available upon request or at www.msc.navy.mil click on Contracts/Library of Common Documents.

a Trident Submarine. The end of the brow shall be fitted with rubber-coated rollers or non-marking skids to prevent metal-to-metal contact between brow and submarine deck;

each side shall have handrails and midrails. Transfer to submarines other than TRIDENT class will be required. TRIDENT is only identified as the worst case brow transfer arrangement.

SSN. Place and Date of Birth and Gender for the purpose of determining base access.

Crewmen not receiving positive feedback will not be allowed to perform on this contract. The COR will provide the contractor with a copy of the form.

FIRM

PERIOD

OPTION

PERIOD 1

OPTION

PERIOD 2

OPTION

PERIOD 3

OPTION

PERIOD 4

Tug #1 Daily Rate

Tug #2 Daily Rate

Tug #3 Daily Rate

Tug #4 Daily Rate

Tug #1 Delivery/Redelivery Fees

Tug #2 Delivery/Redelivery

Tug #3 Delivery/Redelivery

Tug #4 Delivery/Redelivery

KNOTS

(NM)

NET BBLS

PER DAY

OPERATING

RANGE

01> 02> 03> 04> 05> 06> 07> 08> 09> 10> 11> 12> 13> 14> 15>

13. FUNDING. Funding will be added for each period. Expenditures may not exceed the funding on any CLIN for that purpose.

14. 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 Tug 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, including but not limited to crew overtime or penalty time required for the making up or breaking of tows. This Rate does not include port charges or the price that the Contractor pays for fuel.

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

15. CHARTER PERIOD. This Charter shall be for the periods designated in the table of Periods of Performance shown above, commencing upon the date shown or the Charterer's acceptance of the Tug(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. Each tug shall be considered to have separate performance periods. 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. All optional periods shall be in direct continuation. Options shall be exercised pursuant to FAR 52.217-9 or FAR 52.217-8 of this contract.

16. TIME LOST

(a) 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 thirty (30) calendar days 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.

(b) Excessive Time Lost. The Government may by written notice cancel this Charter or Contract at no cost to the Government whenever, in any given contract period, 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. 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.

(c) 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.

17. DELIVERY.

(a) The Tug(s) and all Associated Equipment shall be delivered in the condition described below to the Charterer at a port or place indicated in Section 2 of the PWS, not later than 1600 hours local time (place of delivery) on the canceling date stated. The Contractor shall give written notice of readiness during office hours to the appropriate Government representative 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 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 Tug(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 Tug(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 1600 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.

(a) Condition. The Tug(s) 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 Tug(s) and Associated Equipment in such state during the period of the Charter Party.

18. REDELIVERY. Unless lost, the Tug(s) shall be redelivered at a port or place indicated in the above table.

Charterer shall notify Contractor of the place and date of redelivery no later than the time shown in the performance work statement.

AUTHORIZED TUGS:

Name Bollard Pull

19. AUTHORIZED TUGS. The Tugs used for performance of this Contract shall be only those identified in the table above (to be filled in upon contract award), or any authorized substitutes provided in accordance with the Substitution of Tugs clause of this Contract.

The Tug(s) chartered under this Charter Party contract shall have the minimum characteristics as described in Section 9 of the PWS.

20. SUBSTITUTION OF TUGS. Substitution of tugs 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 tug being substituted and the tug 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 tug 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.

The Contractor shall fix and deploy a substitute Tug 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 “Off-hire and Loss of Vessel” paragraphs 26&28)

Any tug offered as a substitute shall meet the minimum characteristics as described in Section 9 of the PWS.

Any tug substituted under this Clause shall result in no increase to the price of this Charter party 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.

Contracting Officer's notice of acceptance or rejection of the substitute tug 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 tug.

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

21. TUG COMPLEMENT AND CREW. The Master(s), Officers and entire crew shall speak English fluently and possess valid and current certificates, licenses, and documents. The Master, Officers and crew of the Tug(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 Tug(s) shall be under the direction of the Government as regards the employment of the Tug(s) under a given order, but shall not be under Government's orders as regards navigation, care, and custody of the Tug(s).

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

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.

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

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.

22. SECURITY CLEARANCES. Reserved.

23. DRY-DOCKING. Contractor, at its expense, shall dry-dock, clean and maintain the Vessel's bottom and propeller, and properly make all overhaul and other necessary repairs to maintain the Vessel in class, maintain the Vessel in compliance with this contract and its warranties above, and otherwise to keep the Vessel tight, staunch, and strong, and in thoroughly efficient order and condition. All towage, pilotage, fuel, gas-freeing if required, water, and other expenses incurred during dry-dock, and while proceeding to and from dry-dock shall be for Owner's account.

All dry-dockings under this clause shall be scheduled with the Charterer and shall be subject to the Off-Hire clause.

24. EMERGENCY SITUATIONS AND TRAINING. This paragraph shall be incorporated into this Contract ONLY if the following is checked _XX_.

(a) General. In the event that the Owner is unwilling or unable to perform those duties as directed, or to timely respond to emergency situations, and upon determination by the Atlantic Fleet Commander (COMUSFLTFORCOM) or his designated representative that the emergency so requires, the Owner agrees to relinquish custody and control of the tug(s) to the Government in order to allow the Government to respond to the emergency situation using the Owner’s tug(s)/equipment augmented in whole or in part by a Government crew. Such determination shall be provided to the Tug Master or designated representative by the Contracting Officer or the Contracting Officer’s Representative (COR). The period of Government operation and control shall not exceed that time required to respond to the emergency and properly return the tug(s) to Owner’s control.

(b) Mitigation. Owner’s release of the tug(s) for emergency operation by the Government shall serve to mitigate Owner's liability, if any, under the Termination for Cause clause of this contract. See FAR 52.212-4.

The value of the release of tug(s) to the Government shall be offset against the Contractor's liability under the Termination for Cause clause. During a period of partial or complete augmentation of crew by the Government, as a result of default, the Owner shall not be entitled to charter hire.

(c) Owner Responsibility. The Owner shall cooperate and provide assistance in reactivation of the tug(s) from cold iron and provide any other assistance directed by the authorized Government representative(s).

(d) Government Responsibility. The Government shall be responsible for loss or damage to the tug(s) during periods of complete crew augmentation by the Government. During periods of partial crew augmentation, the Government shall be liable for damages resulting from Government action in accordance with the Federal Tort Claims Act.

(e) Condition of Default. Any failure, untimely response, or refusal to perform any of the services outlined in this contract may be considered a condition of default under this charter, unless otherwise excepted.

(f) Training. The Owner shall provide the use of the Tug(s) and master(s) and crew(s) to train Government personnel in the operation of the Tug(s) as directed in writing by the Contracting Officer or COR; said writing to be provided at least 24 hours in advance of the training. The training shall not be “crew augmentation” for purposes of subsection (f)(1) of this section. The Owner shall not be relieved of responsibilities under the section titled "CHARTER NOT A DEMISE" of this charter during training. See clause 52.212-4.

(1) Such training shall include, but not be limited to, the full operation of the tug(s) (e.g., reactivating from cold iron; underway operation; and towage of vessels/submarines). Training shall include hands-on exercises and shall be conducted to ensure that Government personnel are able to properly, effectively and safely augment or replace the Owner's crew. Training shall be of sufficient quality to allow for partial or complete augmentation of the contractor’s crew.

(2) Training shall take place during normal operating hours.

(3) Training shall be conducted to ensure that Government personnel are able to operate the tug(s) properly, effectively and safely in the event of an Emergency.

25. SHIP PHYSICAL SECURITY. The Owner will comply with and implement the Navy Force Protection and Security requirements for the port in which it is docked or berthed (e.g. RAPID Gate Program). All costs shall be included in the basic hire, except for COR or Contracting Officer directed material purchases over $100 in total value, which shall be subject to the PASS THROUGH REIMBURSABLES Section of the Contract. See below paragraph 39.

26. OFFHIRE – 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. Offhire is on a per tug basis. Offeror may be allowed to substitute a vessel in accordance with the Substitution clause.

27. 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.

28. LOSS OF VESSEL. Should a Tug be either lost or missing, or become a constructive total loss, the portion of the charter for such Tug 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 Tug’s last received communication. If the Tug 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 Tug is ascertained, as the case may be.

29. 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.

30. REQUESTS FOR SERVICES within the scope of this Charter Party contract may be issued by:

(a) Contracting Officer; or

(a) Port Operations Officer, or his /her designee; or

(a) Contracting Officer’s Representative (COR).

31. PASS THROUGH REIMBURSABLE EXPENSES

(a) 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.

(b) 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 (i) through (iii) 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.

(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

(c) 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.

(d) 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.

(e) 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.

(f) 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.

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

(h) 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.

32. FUEL.

(a) Delivery Bunkers. Upon delivery of the Tug, the Owner shall present to the Contracting Officer a statement certified by the Owner or its authorized agent showing the amount and grade of fuel on board at the time of delivery with such additional verification as the Contracting Officer may require. The Charterer shall pay for the on-hire bunker survey if performed by an independent surveyor and required by the Contracting Officer.

(b) Provision of Fuel. The Charterer shall ordinarily supply or cause to be supplied any or all of the DFM (F76) grade fuels required by the Vessel during the period of this Charter. For charters six months or more, the Government shall be responsible for any fuel testing. For charters less than six months, the Owner shall be responsible for any fuel testing. Testing laboratory confirmation of compatibility and specifications of newly on-board delivered fuel shall constitute acceptance by Owner. The Vessel shall not be off-hire in the event of delay resulting from the supply of fuel found to be off specification, unless for want of due diligence by Owner.

If the Owner loads such fuel on the Vessel at his own expense, the Charterer shall reimburse the Owner the reasonable expenses of such loading.

(c) Owner’s Purchase of Fuel. The Owner shall, if directed by the Charterer, purchase fuel for the Vessel, in which case the Charterer shall, in accordance with the Pass Through Reimbursables clause of this PWS, reimburse the Owner the price paid for all fuel (excluding lube oils) procured by the Owner and loaded in the Vessel during the period of this Charter. Such direction of the Charterer shall be limited to individual fuel purchases and the total amount reimbursable by the Charterer for purchase of fuel and any reasonable expenses paid for loading the fuel aboard the Tug(s) s shall not exceed the funding obligated and available under the fuel CLIN or subCLIN at the time the fuel is purchased. Reimbursement shall be paid only upon presentation of properly certified vouchers, supporting receipts, and other documentation, which justify the charges as fair and reasonable. The Owner shall in no event be reimbursed any amount in excess of the current market price of such fuel and reasonable expenses. The title to all fuel of which the Owner is entitled to be reimbursed hereunder shall automatically pass to and vest in the Charterer upon delivery to the Owner or upon the happening of any other event by which title passes from the vendor or supplier thereof to the Owner. The Charterer shall be afforded all benefits of Owner's contracts for its fuel requirements, including but not limited to any savings addressed in contract section titled Savings.

(d) Off-Hire – Fuel. If the Tug should go off-hire during the period of this Charter, the Owner shall present to the Contracting Officer a statement certified by it or its authorized agent showing the amount of fuel on board at the time the off-hire period commenced and the amount of fuel on board when the off-hire period ended. The Charterer shall be credited for the cost of the fuel consumed during the off-hire period and also reasonable expenses incurred in loading such fuel, with such costs based upon costs at the previous refueling point.

(e) Redelivery. Upon redelivery of the Tug, the Charterer shall ensure that the amount of fuel on board the tug is equal to the amount on board at delivery. The Owner shall present to the Contracting Officer a statement certified by the Owner or its authorized agent showing the amount of fuel on board at the time of redelivery. A bunker survey conducted by an independent bunker surveyor approved by the Charterer shall be performed at the port of redelivery or such other place, as the Charterer shall direct, at Owner's time and expense.

(f) Reasonable Expenses. The term "reasonable expenses" as used in this paragraph, shall mean all reasonable direct expenses paid, excluding crew overtime, which are necessarily incurred in loading said fuel on board the Tug such as: expenses incurred at tanker terminal; loading fuel from lighters, barges, or other craft used as lighters, including lighterage, lighter demurrage, or detention incurred; shifting lighters for the convenience of the Tug; handling lighter lines; and such similar expenses which the Charterer shall find were necessary to pay for the loading of fuel on the Tug(s) during the period of this Charter

33. EXPENSES FOR CHARTER. Except as otherwise provided herein, Charterer shall pay expenses of loading and unloading cargo and all wharfage, dockage, canal tolls, dues, taxes, and similar port charges imposed by public authority including consular charges (except those pertaining to the Master, officers, and crew) incurred by the Vessel in ports visited pursuant to Charterer’s direction. Agency fees, provided not incurred for the convenience of the Vessel or owner shall also be for Charterer’s account. The Charterer shall pay all pilotage charged to the Vessel;

however, in no case shall the Charterer reimburse the Owner for pilotage paid to the Master or other members of the crew. Surveyors or consultants as mutually agreed may be retained under this Charter in order to facilitate fact-finding in respect of actual or potential claim actions or for inspection or surveys generally; the costs shall be incurred only after prior written approval from the Contracting Officer.

34. 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 Pass Through Reimbursables clause of this PWS, pay an amount of $30.00 per day, per person, covering all expenses including accommodations and victualing.

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 victualing 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 victualing 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.

(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.

35. STRIKE CONTINGENCY PLAN.

(a) The contractor shall provide and maintain a strike contingency plan that describes how services will be provided if there is a labor strike or any other deficiency of Master or crewmembers. The plan must be practicable and must clearly state the means and method for vessel manning during a strike or labor action and for providing services in the face of disruptive measures typical of a strike situation. Award of the contract shall indicate the Contracting Officer’s approval of the plan, whose approval shall not be unreasonably withheld.

(b) The contractor shall update the plan as necessary but no less frequently than yearly and not later than 30 days before the last day for the exercise of each option to extend contract term. Exercise of an option to extend the term of the contract shall indicate the Contracting Officer’s approval of the updated plan, whose approval shall not be unreasonably withheld.

36. VESSEL CASUALTY PLAN.

(a) The contractor shall provide and maintain a vessel casualty plan that describes how services will be continued if there is a casualty to the Tug or to a system that makes the Tug inoperable or incapable of safely providing a required service. The plan must be practicable and must clearly state the means and method for timely acquisition and deployment of a substitute tug in the event of a vessel casualty. Award of the contract shall indicate the Contracting Officer’s approval of the plan, whose approval shall not be unreasonably withheld.

(a) The contractor shall update the plan as necessary but no less frequently as yearly and not later than 30 days before the last day for the exercise of each option to extend contract term. Exercise of an option to extend the term of the contract shall indicate the Contracting Officer’s approval of the updated plan, whose approval shall not be unreasonably withheld.

37. EMERGENCY SITUATION TRAINING PLAN. No more than 30 days prior to delivery the contractor shall submit a proposed training plan to meet the requirements of the Emergency Situation and Training clause, if incorporated. A final plan shall be submitted no later than 30 days after receipt of the Government comments on the proposed plan.

38. FUEL REPORTS. Monthly, no later than the fifth working day of each month, submit a written report to the Contracting Officer that states the amount of fuel consumed by each tug during the preceding month. In addition, if fuel was purchased from a commercial source as a reimbursable item under this Charter Party contract, with respect to each tug, separately state the total amount and the price-per-gallon paid for each time fuel was purchased.

39. INCIDENT REPORTS. In all instances in which any vessel being handled by Owner’s Tug(s) sustains damage or is involved in any incident resulting in damage to vessels or property, or in bodily injury or…