18R3308__RFP.pdf

22 June 2018

This is the Military Sealift Command Norfolk, Strategic Sealift Program Support Office

MARKET SURVEYS, RFP’S, AMENDMENTS AND CONTRACT AWARDS WILL BE

POSTED TO THE FEDBIZOPPS WEBSITE (ONLY) UNTIL FURTHER NOTICE.

WWW.FBO.GOV

PROFORMA DOCUMENTS WILL BE MADE AVAILABLE UPON REQUEST.

Subj: RFP N32205-18-R-3308

Ref: (a) SF1449

(b) MSC TUGCON 2004 (08-04)

This acquisition is being conducted under FAR 13.5 Simplified Procedures for Certain Commercial Items.

MSC Strategic Sealift Program Support Office, N04103B, requests proposals for one vessel capable of meeting the transportation requirements described below. The paragraph numbers below apply to the box layout of references (a) and (b), which are incorporated herein by reference (available MSC web site at http://www.msc.navy/mil, under “Contracts,” then “Proforma” or upon request), and shall be the charter form of any contract resulting from this solicitation. By submission of a proposal, the offeror confirms agreement with all terms and conditions of this solicitation and the charter form, unless otherwise identified therein.

Note:

(1) As outlined in relevant Parts V and VIII below, submission of an offer requires the submission of relevant shipyard data information for all Jones Act vessels owned or controlled by the offeror.

(2) Due to increased e-mail security, it may take longer for e-mails to be received in the appropriate in-box, especially when an e-mail is hosted in a foreign country; some e-mails are delayed in excess of hours. Offerors are encouraged to submit offers as soon as possible.

http://www.fbo.gov/ http://www.msc.navy/mil

A. STANDARD FORM 1449 BOXES:

1. Standard Form 1449 Boxes

2. Contract No.: Will be provided upon award

5. Solicitation No.: N32205-18-R-3308

6. Solicitation Issue Date: 22 June 2018

7. For Solicitation Information: Robbin Jefferson, 757-443-5886, robbin.jefferson@navy.mil

8. Offer Due Date: 27 June 2018, at 1000 Eastern Time

9. Issued by: Military Sealift Command Norfolk, 471 East C Street, Bldg. SP 64, Naval Station Norfolk, Norfolk, VA 23511-2419 (Code: N32205)

10. This Acquisition is: 100% Small Business Set-Aside/NAICS Code: 483111

14. Method of Solicitation: RFP 18a. Payment will be made by: SEE PART VIII (4), WAWF Submit electronic invoices IAW WAWF contract clause, MSC Worldwide DC ANY (MAY 2013).

18b. Submit Invoices to: SEE PART VIII (5) MSC WIDE AREA WORKFLOW (WAWF)

INSTRUCTIONS (AUGUST 2012).

27a. Solicitation incorporates by reference FAR 52.212-1 and 52.212-4; 52.212-3 and 52.212-5 are incorporated by full text.

PART I - TUGCON BOXES:

1. Tug(s) Required:

a. One, U.S. flag, Jones Act compliant, coastwise endorsed, ocean-going tug to tow one, decommissioned, navy ship “USS ST LOUIS (LKA-116)” IAW the U.S. Navy Tow Manual. The requirement is for one voyage.

2. Description of the Tow:

a. Ex-USS ST. LOUIS (LKA-116)

b. Displacement – 15,000 tons

c. Length – 576.0 ft

d. Width – 82.0 ft

e. Max Draft – 19.83 ft

3. Port/Place of Departure: Naval Station Pearl Harbor, Pearl Harbor, HI, pier location to be determined.

4. Laytime: 4 days for the entire mission.

5. Port/Place of Destination: Lat/Long 15 deg. 55 min. North/147 deg. 14 min. East (vicinity of Guam) mailto:robbin.jefferson@navy.mil

6. Laydays: July/August 2018 with offerors proposing laydays consistent with a 15 September 2018/2100 local time (1100 GMT) arrival at port/place of destination.

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

A. ADD: SPECIAL REQUIREMENTS:

There will be a pre-tow conference in Pearl Harbor, HI prior to towing vessel. The time of this meeting will be mutually agreed by MSC and contractor, but should occur not later than 24 hours before tow. Required attendees include Tug Captain/ Representative, MSC Representative(s), a representative from ex-USS ST. LOUIS (LKA-116) and the Independent Marine Surveyor (IMS). This meeting will take place at Naval Station Pearl Harbor, Pearl Harbor, HI.

B. SUMMARY OF OPERATIONS:

(1) Tows to be accomplished IAW the U.S. Navy Tow Manual (see below link for download http://www.navsea.navy.mil/Home/SUPSALV/00C2-Salvage/Salvage-Publications/). It is important to note that this includes the contractor to provide a Tow Package. This package includes: A completed Appendix H from U.S. Navy Tow Manual with associated detail that includes: Steady state tow line tension calculations over the spectrum of anticipated weather conditions along the tow route, including Speeds of Advance (SOA), weather conditions and limits; a sketch of the tow configuration which identifies all components in the tow rig from the tow machine on the tug to the padeyes on tow (this includes tow wire, connecting shackles, chain inspections, and padeye NDT (Non-Destructive Testing) inspection paperwork); documentation of pedigree, testing, or stamping for the individual jewelry components to assist in identifying the weakest link and to facilitate forensic analysis in the event of failure, and tracking of failure trends; tug specifications to include hull and tow machinery certifications, bollard pull, tow wire certifications, and the master’s towing endorsement; route planning and identification of ports of refuge including associated restrictions for entry as stated by the captain of the port. A comprehensive check off Tow Package list is available to all interested offers.

(2) Contractor shall obtain the services of an IMS. The IMS is an independent third party to act as a mediator between the Navy and the contractor to provide independent analysis of the operation and to assist in settling disagreements. The IMS selected should be proposed by the towing contractor and agreed to by MSC technical representative. The IMS will review and certify the Tow Package IAW the U.S. Navy Tow Manual, review the complete Pre-Tow checklist to include items such as verify condition of the barge to be towed as seaworthy of the tow, verify that the towing gear and tug are seaworthy, the emergency procedures are adequate and must approve of the Transport Package supplied by the contractor IAW the U.S. Navy Tow Manual. The towing of the barge will not commence until IMS has provided approval to proceed. This service should be priced into offer’s lump sum price.

(3) Tug HP and Bollard Pull shall be sufficient for tug to tow ex-USS ST. LOUIS (LKA-116) contracted cargo at a minimum tow speed of 6 knots. Maximum tow speed to be calculated IAW the U.S. Navy Tow Manual. Actual tow speed shall be at Masters’ discretion not to exceed http://www.navsea.navy.mil/Home/SUPSALV/00C2-Salvage/Salvage-Publications/ calculated maximum tow speed. Government calculates that minimum Ballard Pull is 50,000 lbs./25 tons for this requirement.

(4) Contractor to provide towing bridle, tow lines (including emergency tow lines), required flood alarms, navigational lights and day shapes in accordance with COLREGS and the U.S.

Navy Tow Manual. Contractor shall return cargo to original condition upon arrival discharge port. Cargo owner shall ensure towed barge is tow ready in all other respects.

C. AMEND, ADD, OR DELETE THE FOLLOWING TUGCON 04 REQUIREMENTS:

Amend Part II 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(MAY 2015)

* Indicates that the clause is not tailorable.

^Indicates that the clause has not been tailored.

(a) Inspection (Tailored)

(1) In General. The Tug and associated equipment shall be subject to the Government’s inspection as to suitability for the towage required under this contract prior to award of this contract and to subsequent inspections at any time during the currency of this contract to determine continuing suitability for the required services. The Owner shall instruct the Towing Vessel’s Master to give every assistance so as to enable Hirer’s inspector(s) to properly observe operations throughout the Tug.

(2) Hirer’s Rights. If in the opinion of the Hirer’s inspector any deficiency or condition exists which renders the Tug inadequate for the required service, the Charterer shall have the option to cancel this contract at no cost to the Government or to require any necessary corrective actions at the Tug’s expense and to the Hirer’s satisfaction.

(3) Limitation of Charterer's 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 Tug or which are imposed upon Owner by operation of law.

(4) Cooperation of Master. The Hirer or designated representative(s) shall have the right at loading and/or discharging port(s) or place(s) to inspect the Tug and observe operations. The Owner shall instruct the Master to give every assistance so as to enable said representative(s) to observe operations throughout the Tug properly. Hirer’s representative(s) shall not interfere with the Tug’s operations. Any delay to the Tug resulting from the Hirer’s inspections shall count as laytime or, if the Tug is on demurrage, as time on demurrage.

(5) Surveyors and Consultants. Surveyors or consultants, as mutually agreed, may be retained under this Hirer in order to facilitate fact-finding in respect of actual or potential claim actions or for inspections or surveys generally; the costs therefore shall be as mutually agreed and, if for Hirer’s account, said costs shall be incurred only after prior written approval from the Contracting Officer.

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

(c) Changes (Tailored). Changes within the general scope of any of the terms and conditions of this contract may be ordered by the Contracting Officer. If any such change causes an increase or decrease in the cost of performance, such change shall be the subject of a bilateral modification to the contract. However, nothing in this paragraph shall excuse the contractor from proceeding with the contract as changed.

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

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

Additional definitions are listed in Part III.

*(f) Excusable delays (tailored)

(1) Excepted Events. Neither the Tug, her Master, or Owner, nor the Charterer shall, unless otherwise in this contract expressly provided, be responsible for any loss or damage or delay or failure in performing hereunder arising or resulting from any act of God; act of war; act of public enemies, pirates or assailing thieves; arrest or restraint of princes, rulers, or people;

seizure under legal process provided bond is promptly furnished to release the Tug; flood; fire;

blockade; riot, insurrection, or civil commotion; earthquake; or explosion.

(2) Reservation. The exceptions identified in subparagraph (1) above shall not affect Owner's warranties respecting the condition of the Tug at the commencement of loading hereunder, or the Owner's obligations respecting the loading, handling, stowage, carriage, custody, care, and discharge of the cargo, or the rights or obligations of either Owner or Hirer respecting laytime or demurrage as elsewhere provided herein.

(3) Necessary Deviation or Slow Steaming. If the Tug during the course of the towage hereunder puts into a port or place or seeks shelter or is detained or deviates from the original route identified in Part I, Box 16, or slow steams because either the Owner or Tug Master reasonably consider that

(i) the Tow is not fit to be towed; or

(ii) the Tow is incapable of being towed at the original speed contemplated by the Owner; or

(iii) the towing connection requires rearrangement; or

(iv) repairs or alterations or additional equipment for the Tow are required to safeguard the venture and enable the Tow to be towed to destination; or

(v) it would not be prudent to do otherwise on account of weather conditions actual or forecast; or because of any other good or valid reason outside the control of the Tug Master or because of any delay caused by or at the request of the Hirer, this contract shall remain in full force and effect, and the Owner shall be entitled to receive from the Hirer additional compensation at the demurrage rate identified in Box 17 for all time spent at the port or place deviated and for all time spent by the Tug at sea in excess of the time which would have been spent had such slow steaming or deviation not taken place.

*(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

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

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

*(i) Payment.

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

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

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

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

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

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

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

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

(j) Towing Liability

(1) Any and all associated costs with the following shall be for the sole account of the Owner without recourse to the Government, provided any of the following results during the performance of services under this contract or preparation therefor from any negligence, wrongful act, or omission of Owner or its agents, servants, employees, or subcontractors; or from any unseaworthiness, unfitness, or breakdown of any Tug, gear, or other equipment furnished by Owner under this contract: (a) injury or death of Master or crew of the Tug or captain, officers, or crew of the Tow; (b) injury or death of any person aboard the Tug or Tow; (c) loss or damage of whatsoever nature sustained by the Tug or Tow or any property aboard the Tug or Tow; (d) loss or damage of whatsoever nature caused to or suffered by third parties or their property by reason of contact with the Tug or Tow or by an obstruction created by the presence of the Tug or Tow; (e) any liability in respect of wreck removal for the Tug or Tow or in respect of the expense of moving or lightening or buoying the Tug or Tow or in respect of preventing or abating pollution originating from the Tug.

(2) Whenever the Master (or any crew) of any Tug furnished or engaged in furnishing Tug power or assistance to any vessel (which vessel utilizes or has readily available her own propulsion capacity) goes aboard said vessel, or when any licensed pilot goes aboard said vessel, said Master, crew member or licensed pilot becomes the servant of the Owner of said assisted vessel in respect of the giving of orders to any of the Tugs provided for or engaged in said services and in respect of the handling of the vessel. Further, neither those providing the Tug or pilot, nor the Tug, its Owners, charters, operators, manager, or agents shall same be liable for any damage resulting therefrom, unless said damage is caused or results from the negligence or wrongful act or omission of the Tug Owners, Hirers, operators, managers, employees, or agents of those furnishing the Tug or pilot.

(3) In all instances in which any vessel being handled by Owner’s Tug 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 Master or officer acting as pilot or from any licensed pilot aboard the vessel being handled. Owner shall submit said report in triplicate to the Contracting Officer within 24 hours following said incident, reporting the facts, listing deaths, reporting the extent of damages or bodily injuries, and listing recommendations to prevent recurrence.

(k) Taxes. Dues, taxes, and other charges upon the Tug shall be for the Owner’s account. Dues, taxes, and other charges on the Tow or the towage price shall be paid by the Owner at the Charterer’s option, but be for the Charterer’s account and reimbursed by the Hirer. Assist tugs shall be for the account of the party ordering same. Reimbursement of Owner for dues, taxes, and other charges under this paragraph shall be in accordance with Part II (g) and (i) herein.

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

*(m) Termination for Cause (Tailored).

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

(2) If this Contract is terminated while the Contractor has possession of Government goods, the Contractor shall, upon direction of the Contracting Officer, protect and preserve the goods until surrendered to the Government or its agent. The Contractor and Contracting Officer shall agree on payment for the preservation and protection of the goods. Failure to agree on an amount will be a dispute under the Disputes clause.

(3) The rights and remedies of the Government herein are in addition to any other rights and remedies provided by law or under this Contract.

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

(o) Warranty

(1) Owner warrants that, from the time when the obligation to proceed to the loading port(s) or place(s) attaches, and thereafter during the currency of this contract, the Tug shall be in full compliance with the specifications herein in addition to all other requirements of this contract. The Tug’s capacity, position, and other particulars as set forth in this contract are warranties by the Owner. Should the Tug fail to satisfy one or more of such warranties or other warranties contained in this section not due to the fault of the Hirer, the freight may be equitably decreased so as to return the Hirer to a position equivalent to that had the warranty not been breached, this contract otherwise to remain unaffected; alternatively, this contract may in such case be terminated at Hirer’s option pursuant to paragraph (m) (Cause) above.

(2) Condition. The Owner warrants that, before and at the commencement of the voyage(s) hereunder, it shall exercise due diligence to ensure that the Tug and her hull, machinery, boilers, towing equipment, and other equipment are fully functional and in good working order and condition, and that the Tug is in every way seaworthy, tight, staunch, strong, and fit to perform the Tow identified in Box 2 and the voyage(s) required hereunder.

(3) Regulatory Compliance. The Owner warrants that the Tug shall be in full compliance with all applicable international conventions; and all applicable laws, regulations, and other requirements of the nation of registry and of the nation(s) to whose port(s) and/or place(s) the Tug may be ordered under this contract; and of any terminals or facilities in said port(s) and/or place(s); and of any classification society in which the Tug is entered. The Owner further warrants that the Tug shall have on board during the currency of this contract all certificates, records, or other documents required by the aforesaid conventions, laws, regulations, and requirements, including a Certificate of Financial Responsibility meeting the requirements of the U.S. Coast Guard promulgated pursuant to the Federal Water Pollution Control Act as amended and/or the Oil Pollution Act of 1990, and valid gear certificates as required. Upon delivery and throughout the currency of this contract, Tug shall be entered and maintained in the highest class of a recognized classification society.

(4) Complement. The Owner warrants that the Tug shall have an efficient and legally sufficient complement of Master and crew with adequate training and experience in towage operation of all of the Tug’s equipment and possess valid and current certificates/documents issued or approved by the country of the Tug’s registry. The Tug Master and entire crew of the Tug shall be appointed or hired by the Owner and shall be deemed to be servants and agents of the Owner at all times except as otherwise specified in this contract. The Tug Master shall be proficient with conversational English.

(5) Towing Gear. Towing bridle sufficient for the Tow identified in Box 2 shall be furnished by the Owner. Additionally, the Owner shall provide for Hirer’s use, at no additional cost, all towing hawsers, bridles, winches, and other towing gear actually aboard the Tug.

(6) Port Restrictions. If particular ports or places are identified in Boxes 3 and 5, the Owner warrants that a vessel of the type, tonnage, and configuration of the Tug identified in Box 8, laden as contemplated herein, shall be able to approach, lie at, and depart from said ports or places (if safe) always afloat. Any data supplied by the Owner in any RFP or this contract respecting any port conditions or restrictions are provided for informational purposes and are not warranted to be complete or accurate. Compliance with any additional and/or conflicting conditions or restrictions shall be the Owner's responsibility.

(p) Limitation of Liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Owner shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Owner agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 327, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986;

41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence (Tailored). Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) Information set forth in the Boxes (Part 1);

(2) Paragraphs (b), (d), (g), (i), (q) and (s) of FAR 52.212-4 (as tailored).

(3) The clause at FAR 52.212-5.

(4) Any remaining addenda or portions thereof within this solicitation or Contract.

(5) The Standard Form 1449.

(6) Solicitation provisions if this is a solicitation.

(7) Other documents, exhibits, and attachments.

(t) System for Award Management (SAM.

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to

(A) Change the name in the SAM database; (B) Comply with the requirements of Subpart 42.12 of the FAR; and (C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

^(u) UNAUTHORIZED OBLIGATIONS

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

https://www.acquisition.gov/

Amend III(b)(1) to read: “Lumpsum towage price shall be stipulated in Box 17, and deemed to include the cost of fuel, lubricants, towing gear, port charges, Tug Master, and crew required for the service contemplated herein, and for all costs associated with the Contractor complying with requirements of this solicitation including those requirements delineated above in PART I, Box 7.”

Amend Part III(d) Tow-Worthiness of the Tow. Add new paragraph to read:

(3) Independent Marine Surveyor (IMS) must have prior experience towing military cargo and completing the Tow package IAW the U.S Navy Tow Manual. IMS and a MSC representatives (submitted to iben.gantt@navy.mil and timothy.c.vickers@navy.mil) must approve the Tow Package prepared IAW the Navy Tow Manual prior to tug on hire.

Delete III(d)(2) the last sentence. “Said independent surveyor shall be reimbursed under the conditions stipulated in Paragraph III (z) in amount not exceeding the rate specified in Box 17.”

Delete III(b)(3) in its entirety.

Amend III(k) Position Reports. Replace with the following:

Position reports shall be issued by electronic mail: Vessel shall provide position/status report in port twice daily at 0000Z and 1200Z and at-sea four times daily at 0000Z, 0600Z, 1200Z, and 1800Z to the following email addresses:

mschq.bwc.fct@navy.mil; msc.cop.fct@navy.mil; iben.gantt@navy.mil;

timothy.c.vickers@navy.mil; david.carmody@navy.mil; richard.appling@navy.mil;

bernie.donathan@navy.mil; january.crivello@navy.mil; chad.lukins@navy.mil;

Paul.R.Keyes@navy.mil

Amend III(g)(1)(ii) to read: “First discharge port. Laytime or if the Tug is on demurrage shall start or resume upon arrival designated destination port turnover site, upon tendering a proper notice of readiness and Tug is within one hour for which the tug turnover shall start.”

Amend III(h)(1): First sentence delete “the customary full-form.”

Amend III(i)(1): In the first sentence, add after “Government program,” the words “including but not limited to War Risk insurance available through MARAD.”

Amend III(i)(3): In the last sentence, replace the words “war risk trading warranties” with the words “war risk exclusion zones (war, strikes, terrorism and related perils) listed areas.” In Addition, change the word “shall” to “may.”

Amend III(j) Salvage to read:

(1) In the event of the Tow breaking away from the Tug, the Tug shall stand by and render all reasonable services to reconnect the tow line and fulfill this contract of towage without making any claim for salvage.

(2) When engaged in the carriage of government cargo and if requested by Charterer, Owner agrees to accept Navy salvage services. Such services may be provided using Navy personnel and resources or Navy contracted resources.

(3) In providing such services, the Navy, through Charterer, agrees to waive all claims for “pure” or “bonus” salvage. Instead, Charterer shall be entitled to the following:

a. In those cases in which the salvage services are provided by Navy personnel and resources, the salvage claim shall be limited to a schedule of current per diem rates and allowable expenses as established by the Navy’s Supervisor of Salvage. In no event shall such amount exceed a maximum claim of $25,000 per day.

b. In those situations in which the Navy utilizes contracted resources to deliver assistance, Owner shall be liable for the actual daily rate charged to the Navy by the contractor(s).

(4) It is understood that this limited Supervisor of Salvage claim is asserted against the vessel only, is solely for the vessel's account, and does not include any amounts for the salvage of the Government's cargo. Notwithstanding any other provisions of this contract, this limited Supervisor of Salvage claim IS NOT directly or by way of setoff chargeable in whole or in part to the Government by way of general average or otherwise.”

Replace III (aa) with the following:

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 were 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 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.

(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.

Replace III(ab) to read as follows:

MSC WIDE AREA WORKFLOW (WAWF) INSTRUCTIONS (AUGUST 2012)

To implement DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (Jun 2012), Military Sealift Command (MSC) utilizes Wide Area WorkFlow (WAWF) to electronically process vendor requests for payment. This application allows DoD vendors to submit and track Invoices and Receipt/Acceptance documents, if applicable, electronically.

The Contractor is required to utilize this system when processing invoices and receiving reports, if applicable, under this contract/order, unless an exception at DFARS 252.232-7003(c) applies. The Contractor shall:

(i) ensure an Electronic Business Point of Contact is designated in Central Contractor Registration (CCR) at http://www.ccr.gov.

(ii) register to use WAWF at the https://wawf.eb.mil site, within ten (10) calendar days after award of this contract or modification. Step by step procedures to register are available at the https://wawf.eb.mil site.

(iii) ensure review of the MSC WAWF Vendor Guide, available at the MSC site http://www.procurement.msc.navy.mil under the references section.

In the event you have WAWF questions, contact the MSC WAWF point of contact (POC) at MSCHQ_WAWF@navy.mil.

NOTE: The POC identified above is for WAWF issues only. Any other contracting questions/problems should be Addressed to the Contracting Officer or other person identified in the contract to who questions are to be Addressed.

The Contractor is directed to use the Commercial Invoice format when processing invoices and receiving reports, if applicable.

This contract/order DOES require submission of Material Inspection and Receiving Reports (MIRR) DFARS Clause 252.246-7000; therefore, the vendor IS required to process receiving reports in WAWF under this contract/order.

This contract/order does NOT require submission of Material Inspection and Receiving Reports (MIRR) DFARS Clause 252.246-7000; therefore, the vendor is NOT required to process receiving reports in WAWF under this contract/order.

The information contained in the table below is for WAWF purposes only. If any information included in these instructions, e.g., Ship to DoDAAC, contradicts information elsewhere in this contract, those other terms shall take precedence for any matter other than invoicing and receiving reports, if applicable.

When entering the invoice into WAWF, the Contractor shall fill in the following DoDAAC fields or DoDAAC extensions exactly as shown in the table below. Fields that should not be filled in when entering the invoice into WAWF will be indicated below with the direction, “Leave Blank.”

WAWF Routing Table Contract Number Delivery Order Leave Blank Cage Code/Ext Pay DoDAAC N32205 Issue Date

Admin By DoDAAC N32205

Issued By DoDAAC N32205 http://www.ccr.gov/ https://wawf.eb.mil/ https://wawf.eb.mil/ http://www.procurement.msc.navy.mil/ mailto:MSCHQ_WAWF@navy.mil

Ship To Code/Ext N62387 Ship From Code/Ext Leave Blank LPO DoDAAC Leave Blank Acceptor Email Address Leave Blank

Inspect By DoDAAC/Ext 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 above. 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 acceptor’s/receiver’s 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.

AMEND PART IV to read: 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED

TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS COMMERCIAL ITEMS. (JAN

2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

XX (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C.

3509).

____ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment…