N3220519R3513_San_Diego_Pusher_Boat_RFP.pdf

SEE ADDENDUM

(No Collect Calls)

N3220519R3513 25-Oct-2019

b. TELEPHONE NUMBER

757-443-5660

8. OFFER DUE DATE/LOCAL TIME

11:00 AM 08 Nov 2019

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

CHRISTOPHER TOMLIN

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

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 T-26

NORFOLK VA 23511

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:

$41,500,000

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 OF88

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.

N3220519R3513

Section SF 1449 - CONTINUATION SHEET

PREAMBLE

Preamble A. The Charter, when awarded, will consist of the completed Standard Form (SF) 1449, this Preamble, and completed Parts I through IX.

B. The signature of the Contracting Officer on SF 1449 signifies acceptance of the Contractor’s proposal, as amended, and award of the Charter. The Offeror’s proposal, as revised, is hereby incorporated into the contract as an attachment as defined by the Order of Precedence clause - PART II(s) - the SF 1449 and

Parts I through IX contain in full all of the amendments, references, responses, deletions, additions and interlineations made by both parties to the RFP and the proposal as of the Charter Party date. In the event that there is any inconsistency between the terms and conditions of this Contract and those in an offeror’s proposal, this Contract shall control. All references to sections in Parts II through IX shall be to Part I sections unless otherwise stated.

C. Each of the Parts or any portion thereof of this Charter Party shall be deemed severable, and should any

Part or any portion thereof be held invalid, illegal, or unenforceable, the remaining Parts and portions thereof shall continue in full force and effect. The headings herein are for the sake of convenience and reference only, and shall not affect the interpretation of this Charter Party.

D. Offeror fill–in clauses 52.203-2, 52.209-7 and 52.212-3, Alternate I, required for this solicitation are provided for the convenience of Offerors in PART XII, Submission Package. It also provides a Crew

Compliment form, Attachment B; Offered Rate Sheet and Vessel Fuel Consumption Table, Attachment C;

Disclosure of Lobbying Activities (SF LLL), Attachment F; a form for Offeror’s Vessel Casualty and

Strike Contingency Plans, Attachment G; Request for Clarification/Question Form, Attachment I; and a blank Offered Vessel Characteristics Sheet for Offerors to fill in characteristics of their offered vessels.

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

a. Rate Schedule

b. CLIN price and quantity data

c. Vessels Under Charter

d. Approved Substitute Vessels

(End of Preamble)

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 365 Days

FIRM PERIOD DAILY HIRE

FFP

FOB: Destination

V124

NET AMT

0002 10 Hours

FIRM PERIOD OVERTIME

FFP

0003 Dollars, U.S.

FIRM PERIOD REIMBURSABLES

FFP

1001 365 Days

OPTION PERIOD ONE DAILY HIRE

FFP

1002 10 Hours

OPTION PERIOD ONE OVERTIME

FFP

1003 Dollars, OPTION PERIOD ONE REIMBURSABLES

2001 365 Days

OPTION PERIOD TWO PERIOD DAILY HIRE

FFP

2002 10 Hours

OPTION PERIOD TWO OVERTIME

FFP

2003 Dollars, OPTION PERIOD TWO REIMBURSABLES

3001 366 Days

OPTION PERIOD THREE DAILY HIRE

FFP

3002 10 Hours

OPTION PERIOD THREE OVERTIME

FFP

3003 Dollars, OPTION PERIOD THREE REIMBURSABLES

4001 337 Days

OPTION PERIOD FOUR DAILY HIRE

FFP

4002 9 Hours

OPTION PERIOD FOUR OVERTIME

FFP

4003 Dollars, OPTION PERIOD FOUR REIMBURSABLES

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-MAR-2020 TO

28-FEB-2021

N/A N/A

0002 POP 01-MAR-2020 TO

0003 POP 01-MAR-2020 TO

1001 POP 01-MAR-2021 TO

28-FEB-2022

1002 POP 01-MAR-2021 TO

1003 POP 01-MAR-2021 TO

2001 POP 01-MAR-2022 TO

28-FEB-2023

2002 POP 01-MAR-2022 TO

2003 POP 01-MAR-2022 TO

3001 POP 01-MAR-2023 TO

29-FEB-2024

3002 POP 01-MAR-2023 TO

3003 POP 01-MAR-2023 TO

4001 POP 01-MAR-2024 TO

31-JAN-2025

4002 POP 01-MAR-2024 TO

4003 POP 01-MAR-2024 TO

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

1001 N/A N/A N/A Government

1002 N/A N/A N/A Government

1003 N/A N/A N/A Government

2001 N/A N/A N/A Government

2002 N/A N/A N/A Government

2003 N/A N/A N/A Government

3001 N/A N/A N/A Government

3002 N/A N/A N/A Government

3003 N/A N/A N/A Government

4001 N/A N/A N/A Government

4002 N/A N/A N/A Government

4003 N/A N/A N/A Government

PART I

PART I

PERFORMANCE WORK STATEMENT

SECTION 1:

DESCRIPTION OF SERVICES

CHARTER PARTY. This is a Charter Party contract for one (1) time-chartered Pusher Boat in San Diego, CA.

The Vessel charter is for a firm period of 365 days with options for three (3) additional one-year periods and one (1) additional 337 day period to support the Government's requirement. Contractor shall provide the

Vessel(s) named in the table entitled Authorized Vessels by the stated canceling date. Only the Vessel(s) named, or substituted in accordance with the Substitution of Vessels clause, may be used under this contract.

SECTION 2:

PLACE OF PERFORMANCE

Geographic Region(s)

San Diego, CA

Surrounding Waters

PLACE OF PERFORMANCE. The place of performance shall be in the geographical region of San Diego, CA and the surrounding navigable waters. Within this geographical region, the Vessel(s) 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

Vessel(s) can always lie safely afloat except in harbors or waters where it is customary and safe in the port to work aground.

SECTION 3:

DELIVERY / REDELIVERY:

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

Notices of Redelivery

Date / Place

San Diego, CA 1 March 2020 1 March 2020 7 days/San Diego, CA

SECTION 4:

PERIOD OF PERFORMANCE

Period Length

Option Notice

Date of

Commencement

Date of

Completion

Firm Period 365 days 01 March 2020 28 February 2021

Option Period One 365 days (See FAR 52.217-9) 01 March 2021 28 February 2022

Option Period Two 365 days (See FAR 52.217-9) 01 March 2022 28 February 2023

Option Period Three 366 days (See FAR 52.217-9) 01 March 2023 29 February 2024

Option Period Four 337 days (See FAR 52.217-9) 01 March 2024 31 January 2025

SECTION 5:

REQUIRED VESSEL CHARACTERISTICS

CHARACTERISTIC

MINIMUM

CHARACTERISTIC

MINIMUM

FLAG USA CLASSIFICATION N/A

PROPULSION TYPE N/A

MAXIMUM

LENGTH OVERALL

60 FT.

SHAFT HORSEPOWER 800 HP MAXIMUM BEAM 20 FT.

TRANSIT SPEED N/A MAXIMUM DRAFT: 8 FT.

PASSENGER

CAPACITY

N/A

MINIMUM EYE-

LEVEL HEIGHT:

12 FT.

BROW N/A ENDURANCE N/A.

SURFACE

CONFIGURATION

Configured to prevent metal-to-hull contact with surface vessels.

SURFACE

FENDERING

Non-marking fendering, clean and sufficient to prevent metal-to-metal contact with surface vessels.

SUBSURFACE

CONFIGURATION

N/A

SUBSURFACE

FENDERING

Non-marking fendering, clean and sufficient to prevent metal-to-metal contact with sub-surface vessels.

Fendering should be firmly secured to vessel along entire length.

Fendering includes propeller guards, if applicable

CAPSTANS/WINCHES

Sufficient for services performed under this contract

LINES

Minimum required by the U.S.C.G for inland and international waters

NAVIGATION

EQUIPMENT

Sufficient for services performed under this contract

COMMUNICATION

EQUIPMENT:

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

and FCC for inland and international waters.

SEWAGE CAPACITY N/A FIREFIGHTING N/A

SECTION 6:

TOTAL DAILY RATES

Firm Period Option Period

One

Option Period

Two

Option Period

Three

Option

Period Four

Daily Hire

Rate

(per day)

Overtime Rate

(per hour)

The Total Daily Rate for each period (the sum of the daily rate of all tugs) will be filled in the table above by the

Government at time of award with the pricing data from the successful proposal. Funding will be added under the

CLINS for Daily Hire and reimbursable expenses for each fiscal year. Expenditures may not exceed the funding on any CLIN for that purpose.

SECTION 7:

RATE STRUCTURE

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

(a) DAILY HIRE RATE STRUCTURE

(i) Daily Hire: Except as otherwise provided herein, the daily hire rate shall be considered payment in full for all services of the Vessel and Associated Equipment and all other requirements under this

Charter Party contract, including, but not limited to penalty time, bonuses, payments, and emoluments payable to Master, Officers and crew for services under this Charter, irrespective of the geographic scope of said service and the nominal carriage of ammunition and hazardous cargoes. Unless a separate overtime rate is offered, 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.

(ii) Overtime: The overtime rate is the hourly differential to be added to the daily hire rate and shall cover all additional costs for operating the vessel during the overtime periods and shall be prorated to the nearest quarter-hour. This Rate does not include port charges or the price that the Contractor pays for fuel.

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

SECTION 8:

AVAILABILITY / NOTIFICATION

1. AVAILABILITY. The Vessel will be available 24 hrs./day, seven days/week and 365/366 days per year.

After receiving a request for service from an authorized Government official (See “Requests for Service” above), the Vessel shall be fully crewed and ready for service in accordance with the table in Section 12, “Notification Times.”

2. NOTIFICATION. When Vessel service is requested, the vessel shall show up on station ready to perform within the time specified in the appropriate box of the table in Section 12, “Notification Times.”

SECTION 9:

SCHEDULE OF ESTIMATES

The following estimates are not a guarantee of work. This information is provided for contractor estimation purposes and will not be used for contract evaluation purposes {See PART XI 52.212-

2(b)(3)}. Any difference in the actual numbers or workload experienced shall not form the basis of any claim or equitable adjustment.

Period

Estimated

Overtime

Hours

Firm Period 10

Option Period One 10

Option Period Two 10

Option Period Three 10

Option Period Four 9

SECTION 10:

VESSELS UNDER CHARTER

Name SHP Bollard Pull

(lbs.)

Name SHP

(lbs.)

The vessels listed in the table above are the authorized vessels by the Government to provide the services enumerated in this charter party. As such, they are considered under charter by the Government. Data listed in the table above shall be filled in by the Government and derived from the Vessel Characteristic Sheet(s) of the successful Offeror.

SECTION 11:

PRE-APPROVED SUBSTITUTE TUGS:

Name SHP

(lbs.)

Name SHP

(lbs.)

1. The Contractor is not required to have substitute tugs pre-approved prior to award of the contract and may proposed tugs for approval as substitutes after the award of the contract.

2. The vessel(s) listed in the table above have been pre-approved by the Government as potential substitutes for the vessel(s) listed in Section 7 above. In order to substitute a vessel listed in the table in Section 8 for a vessel listed in Section 7, the Contractor must obtain written consent by either the Contracting Officer’s

Representative or the Contracting Officer in accordance with PART IV, Addendum to 52.212-4 Paragraphs (9-

15) (Substitution of Vessels).

3. Data in the table above will be filled in by the Government and derived from data of approved substitute tugs provided by the successful Offeror.

SECTION 12:

NOTIFICATION TIMES

Time Required Response

(See Section 8)

Straight Time: a 12-hour period between 0600-1800 hours

(Mon. – Fri. except weekends and Federal Holidays) 15 minutes

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

1 hour

SECTION 13:

GOVERNMENT PROVIDED SERVICES / FACILITIES

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

a. Dockage and hotel services (electricity, water and sewage);

b. Parking space for one vehicle.

SECTION 14:

REQUESTS FOR SERVICE

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

a) Contracting Officer; or

b) Regional Program Director, Navy Region Southwest Port Operations or his /her designee;

c) Navy Region Southwest Port Operations Metro Surface Coordinator, or

d) Contracting Officer’s Representative (COR).

SECTION 15:

POINTS OF CONTACT

1. CONTRACTING QUESTIONS:

a. Contracting Officer, Michael Peroha, COMSC N103B2a (757) 443-1473

b. Contract Specialist, Chris Tomlin, COMSC N103B (757) 443-5660

c. Contracting Officer’s Representative, Christopher Eliff, NRSW N31 (619) 556-5880

2. OPERATIONAL QUESTIONS:

a. Christopher Eliff, NRSW N31 (619) 556-5880

b. Timothy C. Vickers, PM41 Program Office, (757) 341-6824

c. Iben Gantt, PM41 Technical POC, (757) 443-2711

(End of PART I)

PART II

PART II

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS

1. In accordance with FAR 12.302 (a) and (d), the specified paragraphs (identified by title) are tailored for this

Contract. The tailored paragraphs, below, replace the corresponding paragraphs in FAR 52.212-4.

(a) INSPECTION/ACCEPTANCE (Tailored).

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

(2) Should actual performance or readiness condition of the Tug(s) or Associated Equipment fail to fully comply with one or more warranty, expressed or implied, or fail to fully comply with any other

Contract specification or requirement not due to the fault of the Charterer, the hire may be equitably decreased or the Tug(s) may be placed off-hire at Charterer's sole discretion.

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

(4) The remedies provided by this paragraph shall not limit any other remedy available at Law or in

Equity, or otherwise provided under for this Contract.

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

(c) CHANGES (Tailored). The Contracting Officer may order changes within the general scope of any of the terms and conditions of this Contract. If any such change causes an increase or decrease in the cost of performance, such change will be the subject of a bilateral modification to the Contract. Failure to agree as to the increase or decrease in the cost of performance shall be resolved under the “Disputes” paragraph of this Contract.

(d) DISPUTES. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR

52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) DEFINITIONS (Tailored). FAR Clause 52.202-1, Definitions, is incorporated herein by reference.

Additional definitions are provided at paragraph (2)(v), below

(f) EXCUSABLE DELAYS (Tailored).

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

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

(3) Notification. The Contractor shall make written notification to the Contracting Officer of any delay as soon as possible after commencement of the delay. The notification shall state the full particulars giving rise to the delay and all the surrounding circumstances in connection to it. The notification shall also state the plan for remedying the delay as soon as possible. Upon cessation of the delay, the contractor shall immediately notify the contracting officer in writing of the cessation.

(4) Reservation. The exceptions identified in subparagraph (1) above shall not be such as to affect the

Contractor's warranties respecting the condition of the Tug nor the Contractor's obligations respecting the services specified.

(g) INVOICE.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

(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 immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

(j) RISK OF LOSS. (Tailored). All costs associated with the following shall be at Contractors expense when caused by contractor’s negligence; wrongful act; omission by Contractor or its agents, servants, employees, or subcontractors; or any unseaworthiness, unfitness, or breakdown of the Tug or gear/equipment furnished by Contractor:

(1) Injury or death of Master or crew of the Tug, or of Captain, Officers, or crew of the Tow;

(2) Injury or death of any other person aboard the Tug or Tow;

(3) Loss or damage of whatsoever nature sustained by the Tug or Tow, or any property aboard the Tug or

Tow;

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

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

All costs associated with the above contractor acts and resulting injuries shall be at Contractor’s expense without recourse against the Charterer, whether injury is caused during preparation for or during the performance of services under this Charter Party.

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

(l) TERMINATION FOR THE GOVERNMENT’S CONVENIENCE. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the

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

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

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

(o) WARRANTY (Tailored).

(1) Contractor warrants that the Tug(s) shall be in full conformity with the requirements of this Charter

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

(2) The Contractor warrants that the Tug(s) and all Associated Equipment 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) and local jurisdictions to whose port(s) and/or place(s) it is contemplated that the Tug(s) will be ordered hereunder. The Tug(s) shall additionally operate in compliance with the International Maritime Dangerous Goods Code.

(3) The Owner further warrants that the Vessel shall have onboard 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 and promulgated pursuant to the U.S. Federal Water Pollution Control Act, as amended, and/or the Oil

Pollution Act of 1990.

(4) Complement. The Owner warrants that the Vessel shall have an efficient and legally sufficient complement of Masters, Officers, and crew with adequate training and experience to safely and effectively operate the Tug(s) and all Associated Equipment.

(p) RESERVED

(q) OTHER COMPLIANCES. The Contractor 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 Contractor 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. chapter 37, Contract Work

Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 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) The Schedule of Supplies/Services; (2) The

Assignment, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to

Government Contracts paragraphs of this clause; (3) PART V, FAR 52.212-5; (4) Addenda to this solicitation or Contract, including any license agreements for computer software; (5) Solicitation provisions if this is a solicitation; (6) Other paragraphs of this clause; (7) The Standard Form 1449; (8) Other documents, exhibits, and attachments; and (9) The specification.

(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;

(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/

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

(a) ALTERATIONS.

(1) The Charterer shall be at liberty to make any additional alterations it may require beyond what is on board at the commencement of the Charter and to install any equipment or defensive armament

(including demagnetization by installed equipment or other process, e.g., degaussing, wiping, or deperming), to install any additional gear or equipment for loading, carrying or discharging cargoes, and to repaint the Vessel. Such work shall be done at the Charterer's expense and on its time and shall not be such as to be in contravention of any applicable law of the United States or regulation made pursuant thereto.

(2) Such equipment, armament, materials, and gear so fitted are to be considered "Government Property" under the terms of FAR clause 52.245-1, incorporated by reference. The Charterer shall, during the period of the Charter, remove the same together with any alterations and additions thereto at its expense and time and shall restore the Vessel to her condition and color prior to such changes, ordinary wear and tear excepted. The Government shall have the right to abandon in place any alteration or

Government furnished property, unless the Contracting Officer is notified in writing within 30 days of completion of any alteration that the Contractor requests such restoration or removal.

(b) BROKER. The broker of this Charter, if any, shall be the party identified in the offer. Brokers must obtain a power of attorney executed by the vessel owners prior to submitting offers under their own signatures, signing representations and certifications or executing finalized contracts and must submit same to

Government with the finalized contract. Any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this Charter shall be for the Owner's account.

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

(d) CHARTER NOT A DEMISE.

Nothing herein contained shall be construed as creating a demise of the Vessel to the Charterer, the Owner under this Charter retaining complete and exclusive possession and control of the Vessel and her navigation.

(e) INVOICE ADDRESS: The Contractor shall submit an original invoice and one copy (or electronic invoice, if authorized) to the following address: Military Sealift Command, Payment Certification Code

N83, 471 East C Street, SP-64, Norfolk, VA 23511.

(f) LAWS GOVERNING: The laws of the United States shall govern this contract.

(g) LIMITATIONS. The Owner shall have the benefit of all limitations of and exemptions from liability accorded to the Owner or Chartered Owner of the Vessel by any statute or rule of law for the time being in force except to the extent that contract terms entitle the Government to compensation from the Contractor for the Contractor's failure to perform the requirements and obligations of this Charter or such statute or rule of law limiting the Contractor's liability is subordinate to any statutorily mandated provision of this

Charter by operation of law. Nothing in this Charter Party shall operate to limit or deprive the Owner of any statutory exceptions or limitation of liability on the theory of personal contract or otherwise.

(h) NEGLIGENCE OF PILOTS. The Government shall not be held responsible, liable, or accountable for:

losses sustained by the Contractor, vessel(s) being assisted by the Contractor’s tug(s), or other vessels damaged through the negligence of pilots even if the Government engages the pilots.

(i) PORTS/PLACES. The Charterer shall not be deemed to warrant the safety of any berth or place and shall not be liable or accountable for any loss, damage, injury, or delay resulting from any unsafe condition at any berth or place unless caused by Charterer's failure to exercise due diligence.

(j) OWNER’S OBLIGATION. The Owner shall, unless otherwise provided herein, provide and pay for all provisions; deck, engine room, and galley stores and fresh water; insurance on the Vessel; wages of, transportation of, and services for Master, Officers, and crew and consular fees pertaining to them in accordance with the subparagraph Port Charges and Expenses. Owner will be responsible for all port charges associated with the foregoing.

(k) PORT CHARGES AND EXPENSES.

(1) Expenses for Charterer. 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 at Charterer’s expense. 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 inspections or surveys generally; the costs shall be incurred only after prior written approval from the Contracting Officer.

(2) Reimbursement. The Owner if so required by the Charterer as noted in the subparagraph above, shall pay all of the charges incurred at Charterer’s expense. The Charterer shall thereafter reimburse the

Owner for such charges in accordance with PART IV, Paragraph 30, “Pass Through Reimbursables.”

(l) READINESS. Readiness is a required service of the Vessel. Readiness shall be defined as the ability of a

Vessel and Associated Equipment to perform the function for which designed, built, or chartered, including the ability to deploy without delays, whether or not so ordered to perform. If there is a degradation of this readiness, such that actual performance or condition of the Vessel or Associated Equipment shows any failure to satisfy one or more of the Owner's warranties or renders the Vessel in less than a fully efficient state, the hire will be proportionately decreased so as to indemnify the Charterer to the extent of such failure, and this Charter Party shall remain otherwise unaffected. Failure of the parties to agree upon the extent of the proportional decrease in hire shall be a dispute under the clause entitled "Disputes" incorporated herein by reference. Nothing in this clause shall limit the rights of the Charterer to place the

Vessel off-hire pursuant to PART IV, Paragraph 26, “OFF-HIRE” of the contract.

(m) SALVAGE:

(1) All salvage moneys earned by the Vessel during the period of this Charter shall be divided equally between the Owner and the Charterer after deducting Master's, Officers' and crew's shares, legal expense, Vessel hire lost (if any) as a result of the salvage service, value of fuel consumed (which shall be paid in full to the Charterer from the salvage award), repairs of damage, and other extraordinary loss or expense sustained as a result of the salvage service. Charter hire shall continue to be paid by the Charterer during deviations for the purpose of performing salvage service.

(2) When engaged in the carriage of Government cargo and if requested by the Charterer, the 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 the Charterer, agrees to waive all claims for “pure” or

“bonus” salvage. Instead, the 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, the

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.

(n) SAVINGS. The Owner agrees that any refunds, rebates, credits, discounts, insurance payments, or other amounts (including any interest thereon) accruing to or received by the Owner under this Charter shall be paid by the Owner to the Government to the extent that they are properly allocable to costs, expenses, or reimbursements for which the Owner has been compensated by the Government under the terms of this

Charter. The foregoing shall apply to any savings to the Owner resulting from a fleet reduction, applied on a pro rata basis.

(o) STANDARDS OF APPEARANCE. The Tug(s) operated under this Contract will operate in direct support of the U.S. Government and the Department of Defense; they must therefore meet the highest possible standards of appearance and Vessel smartness.

(p) SUBCHARTER. The Charterer shall have the right, without the prior written consent of the Owner, to subcharter or agree to subcharter the Vessel under any form of time or voyage charter. If Charterer shall enter into any such charter, Charterer shall nevertheless remain liable for the due performance of this

Charter. Any such subcharter shall include a provision that it is subject to the provisions of this Charter

Party.

(q) VESSEL OWNER’S INSURANCE.

(1) General. During the full period of this Charter Party, the Owner shall maintain marine insurance coverage on the Vessel, including Broad Form Tower’s Liability Insurance (including damage to the

Tow) on each vessel performing under this Contract, Hull and Machinery, Protection and Indemnity

(P&I) (including Tower’s Protection and Indemnity Liability Insurance on each vessel performing under this Contract), Pollution Liability, War Risk Hull and Machinery, War Risk P&I, Second

Seamen's War Risk and Government Personnel Training Insurance (shall cover hands-on operation of the Vessel equipment by Government personnel while training to operate the Vessel under the

Emergency Situations and Training clause). Except as otherwise provided in this Charter Party, the expense for such insurance coverages shall be at Owner's expense and shall be deemed to be included in the hire payable under this Charter Party. Except as provided herein, the Owner shall be responsible for the cost of such insurance, including deductibles, premia, additional premia, calls, commissions, advancements, assessments, and overspill claims where applicable. Within 10 calendar days following award of the contract, the Owner shall notify the Contracting Officer in writing that the required insurance has been obtained.

(2) Limitation of Liability. Except as otherwise specifically provided herein, the Charterer shall not be liable for any loss, damage, expense, cost, or liability whatsoever and howsoever incurred by the

Owner or Vessel, or which are imposed upon the Owner or Vessel by operation of law. Any Amount due the Owner under paragraph (a) shall be subject to setoff by the Charterer to the extent of any amount recovered under insurance carried by the Owner, or to the extent of any amount recoverable under insurance required by paragraph (a).

(3) Cancellation or Material Change in Coverage. All policies shall contain an endorsement stating that “in the event of cancellation or any material change in policies adversely affecting the interest of the

Government in such insurance, the cancellation or change shall not be effective until 30 days after written notice thereto the Contracting Officer.” Wording such as “will endeavor to mail notice” or

“failure to mail such notices shall impose no obligation or liability” is not acceptable.

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

P&I, and Second Seaman’s War Risk.

(r) WAR.

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

Government offers the Owner indemnification against said risks pursuant to Public Law 85-804.

(2) The Vessel Owner shall immediately notify the Charterer: (i) whenever any sailing orders will result in a vessel subject to this contract being sent beyond the limits of the War Risk Trading Warranties of insurance policies required under this contract (to include entry into a war risk exclusion zone or when the vessel will enter, sail for, or deviate towards the territorial waters of any of the Countries or places, or any other waters described in the Lloyd’s Joint War Committee’s current List of Areas of Perceived

Enhanced Risk); (ii) if there are any changes to the War Risk Trading Warranties of insurance policies required under this contract (including changes to the exclusion zones or the List of Areas of Perceived

Enhanced Risk) or changes to War Risk premiums, charges, or deductibles; or (iii) whenever additional premium charges or costs will be incurred as a direct result of compliance with any sailing orders issued by the Charterer under this contract. The Owner shall ensure that the insurers provide it relevant information in a timely manner.