20-R-4038 RFP.docx

N3220520R4038

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 (for reimbursable items)

c. Vessels Under Charter

d. Approved Substitute Vessels

Both a., Rate Schedule; and c., Vessels Under Charter, will be filled in with the data offered in the awardee’s proposal.

(End of Preamble)

FIRM PERIOD DAILY HIRE TUG#1

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DELIVERY INFORMATION

31-AUG-2021

31-AUG-2021

31-AUG-2021

31-AUG-2021

31-AUG-2021

31-AUG-2021

31-AUG-2021

31-AUG-2022

31-AUG-2022

31-AUG-2022

31-AUG-2022

31-AUG-2022

31-AUG-2022

31-AUG-2022

31-AUG-2022

31-AUG-2023

31-AUG-2023

31-AUG-2023

31-AUG-2023

31-AUG-2023

31-AUG-2023

31-AUG-2023

31-AUG-2023

31-AUG-2024

31-AUG-2024

31-AUG-2024

31-AUG-2024

31-AUG-2024

31-AUG-2024

31-AUG-2024

31-JUL-2025

31-JUL-2025

31-JUL-2025

31-JUL-2025

31-JUL-2025

31-JUL-2025

31-JUL-2025

31-JUL-2025

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

PART I

PART I

REQUIREMENT PARTICULARS

SECTION 1:

DESCRIPTION OF SERVICES

CHARTER PARTY. This is a five (5) time-chartered tractor tugs for base period of performance and six (6) time-chartered tractor tugs for option one and follow on periods of performance in support of Navy Region Southwest, Metro San Diego Bases. Contractor shall provide the tug(s) named in Table entitled Authorized Tugs by the stated canceling date. Only the tug(s) named or substituted in accordance with the Substitution of Tugs 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 the geographical region Tug(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 whatever nature that the Government may direct, provided the Tug can always lie safely afloat except in harbors or waters where groundings are the custom of the port. See Typical Services section below for a description of services to be rendered.

SECTION 3:

DELIVERY / REDELIVERY:

See FAR 52.212-2 Notices of Redelivery Date / Place

SECTION 4:

PERIOD OF PERFORMANCE

Completion

SECTION 5:

REQUIRED VESSEL CHARACTERISTICS

classification society (hull & machinery)

OVERALL

120 ft

rated power

4000 hp. for tug 6

astern and 40,000 lbs. side bollard pull for tugs 1-5 112,000 lbs. forward and 106,000 lbs. astern and 90,000 lbs. side bollard pull for tug 6

PASSENGER

CAPACITY

line (SWL 100,000 lbs.)

-Two Spring lay wires each of 1 7/8” diameter and 120 ft. in length.

-Three working lines, each 8” circumference and 120 ft. in length. Four (4) ft. eyes in each end.

8” circumference hawser of 300 ft. length. Four (4)

ft. eyes in each end.

capstans or winches each with a safe working load (SWL) of 9,000 lbs.

Further, each shall have 40 ft. /minute pay-out/haul-in speed and be capable of handling 5” lines.

clean and sufficient to prevent metal- to-metal contact with surface vessels.

the deck of a TRIDENT class submarine, 2 ft.

usable width, capable of being positioned in any direction in a 90 degree arc from abeam to straight astern. Shall be constructed to prevent metal to metal contact or damage to a submarine’s deck.

SUBSURFACE

FENDERING

Non-marking, clean and sufficient to prevent metal-to-metal contact with subsurface vessels, firmly secured to vessel along entire length and includes propeller guards, if applicable.

FIREFIGHTING

EQUIPMENT

Minimum two fire monitors capable of providing 2000 GPM at 125 PSI each and a combined coverage of 360 degrees.

Two fire stations (one port, one starboard).

Capable of utilizing injected AFFF.

COMMUNICATION

EQUIPMENT

Multi frequency bridge-to-bridge VHF/FM Marine Transceiver, channels 12,13, 14, 16 and dedicated Navy Harbor pilot frequencies: (139.65 /139.725 /139.925 / 139.975 MHZ) Transceiver capable of working 2-30 MHZ at 100 watt output.

SECTION 6:

TOTAL DAILY RATES

Daily Hire Rate (per day)

Overtime Rate (per hour)

Daily Hire Rate

Overtime Rate

Daily Hire Rate

Overtime Rate

Daily Hire Rate

Overtime Rate

Daily Hire Rate

Overtime Rate

Daily Hire Rate

Overtime Rate

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, “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, “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 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.

Hours

SECTION 10:

AUTHORIZED TUGS:

1. The Tugs used for performance of this Contract shall be only those identified in the following table above, or any authorized substitutes provided in the section titled in Section 10, in accordance with the Substitution of Tugs clause of this Contract.

2. Date in the table above will be filled by the Government and derived from data provided by the successful Offeror.

SECTION 11:

PRE-APPROVED SUBSTITUTE TUGS:

Bollard Pull Side Bollard Pull

Bollard Pull Side Bollard Pull

1. The Contractor is not required to have substitute tugs pre-approved prior to award of the contract and may propose 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 titled “Authorized Tugs” above. In order to substitute a vessel listed in section titled “pre-approved substitute tugs” for a vessel listed in section titled “Authorized Tugs”, 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

Straight Time: a 12-hour period starting between 0500-0900 hours (Mon. – Fri. except weekends and Federal Holidays) with flexibility to start straight time outside of 0500-0900 to accommodate unusual vessel arrival and departure times. The start of the straight time shall be set on a weekly basis by the COR.

15 minutes

Emergency Movements: Tugs available to respond to request to maneuver an affected ship in case of radiological accident IAW COMPACFLTINST C3040.8 Para (5).

Two (2) Tugs: 1 hour All other Tugs: 4-6 hours

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 six vehicles;

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) 443-0941

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

2. OPERATIONAL QUESTIONS:

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

b. 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.

0. 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-

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

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

1. 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.

1. 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) Section 1 of Part I Requirement Particulars.

(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:

(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:

1. Any such clause is unenforceable against the Government.

1. 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.

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.

0. 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.

0. LAWS GOVERNING: The laws of the United States shall govern this contract.

0. 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.

0. 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.

0. 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.

0. 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.

0. 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.”

0. 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.

0. 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.

0. 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.

0. 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.

0. 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.

0. VESSEL OWNER’S INSURANCE.

(1) During the full period of this Charter Party, Contractor shall maintain marine insurance coverage on the Vessel, including:

i. Hull and Machinery,

ii. Protection and Indemnity (P&I) (including pollution liability),

iii. War Risk Hull and Machinery,

iv. War Risk Protection and Indemnity (P&I), and

v. Second Seaman’s War Risk. (the principal sum of which shall be $200,000.00 per Master, Officer, or crew member (this is also the loss-of-life benefit)).

Except as otherwise expressly provided in Section (q)(3) below or as expressly provided in the section entitled “War” (r), all expenses for such insurance coverage (including but not limited to premiums, additional premiums, calls, commissions, overspill claims, advancements, assessments, deductibles, and all other insurance costs regardless of Charterer or Contractor fault, neglect, action or inaction, or cause of claim or…