RFP 21R4196 FINAL.pdf

SEE ADDENDUM

(No Collect Calls)

N3220521R4196 10-Nov-2021

b. TELEPHONE NUMBER 8. OFFER DUE DATE/LOCAL TIME

11:00 AM 10 Dec 2021

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

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

(TYPE OR PRINT)

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

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

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

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

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

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

MILITARY SEALIFT COMMAND NORFOLK

471 EAST C STREET, BLDG SP64

NAVAL STATION NORFOLK

NORFOLK VA 23511-2419

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$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)

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.

Section SF 1449 - CONTINUATION SHEET

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 0002 N/A N/A N/A Government 0003 N/A N/A N/A Government 0004 N/A N/A N/A Government 0005 N/A N/A N/A Government 0006 N/A N/A N/A Government 0007 N/A N/A N/A Government 0008 N/A N/A N/A Government 0009 N/A N/A N/A Government 0010 N/A N/A N/A Government 0011 N/A N/A N/A Government 0012 N/A N/A N/A Government 0013 N/A N/A N/A Government 0014 N/A N/A N/A Government 0015 N/A N/A N/A Government 0016 N/A N/A N/A Government 0017 N/A N/A N/A Government 0018 N/A N/A N/A Government 0019 N/A N/A N/A Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

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

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

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

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

0005 N/A N/A N/A N/A

0006 N/A N/A N/A N/A

0007 N/A N/A N/A N/A

0008 N/A N/A N/A N/A

0009 N/A N/A N/A N/A

0010 N/A N/A N/A N/A

0011 N/A N/A N/A N/A

0012 N/A N/A N/A N/A

0013 N/A N/A N/A N/A

0014 N/A N/A N/A N/A

0015 N/A N/A N/A N/A

0016 N/A N/A N/A N/A

0017 N/A N/A N/A N/A

0018 N/A N/A N/A N/A

0019 N/A N/A N/A N/A

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0019 1 Activity

Unit

OPTION OPTION PERIOD FOUR RE-DELIVERY TUG #2

FFP

FOB: Destination

NET AMT

0018 1 Activity

OPTION OPTION PERIOD FOUR TUG #2

Daily Rate: 01 March 2026 - 28 February 2027 (365 Days)

0017 1 Activity

OPTION OPTION PERIOD FOUR RE-DELIVERY TUG #1

0016 1 Activity

OPTION OPTION PERIOD FOUR FUEL REIMBURSABLE

Option Period Four Fuel Reimbursable: 01 March 2026- 28 February 2027.

0015 1 Activity

OPTION OPTION PERIOD FOUR TUG #1

Daily Rate: 01 March 2026 - 28 February 2027 (365 Days)

0014 1 Activity

OPTION OPTION PERIOD THREE FUEL REIMBURSABLE

Option Period Three Fuel Reimbursable: 01 March 2025 - 28 February 2026

0013 1 Activity

OPTION OPTION PERIOD THREE TUG #2

Daily Rate: 01 March 2025 - 28 February 2026 (365 Days)

0012 1 Activity

OPTION OPTION PERIOD THREE TUG #1

Daily Rate: 01 March 2025 - 28 February 2026 (365 Days)

0011 1 Activity

OPTION OPTION PERIOD TWO FUEL REIMBURSABLE

Option Period Two Fuel Reimbursable: 01 March 2024 - 28 February 2025

0010 1 Activity

OPTION OPTION PERIOD TWO TUG #2

Daily Rate: 01 March 2024 - 28 February 2025 (365 Days)

0009 1 Activity

OPTION OPTION PERIOD TWO TUG #1

Daily Rate: 01 March 2024 - 28 February 2025 (365 Days)

0008 1 Activity

OPTION OPTION PERIOD ONE FUEL REIMBURSABLE

Option Period One Fuel Reimbursable: 01 March 2023 - 29 February 2024

0007 1 Activity

OPTION OPTION PERIOD ONE TUG #2

Daily Rate: 01 March 2023 - 28 February 2024 (366 Days)

0006 1 Activity

OPTION OPTION PERIOD ONE TUG #1

Daily Rate: 01 March 2023 - 29 February 2024 (366 Days)

0005 1 Activity

BASE PERIOD DELIVERY TUG #2

Base Period Delivery Tug #2

0004 1 Activity

BASE PERIOD TUG #2

Daily Rate: 01 March 2022 - 28 February 2023 (365 Days)

0003 1 Activity

DELIVERY COST TUG #1

Delivery Cost Tug #1

0002 1 Activity

BASE PERIOD FUEL REIMBURSABLE

Fuel Reimbursable: 01 March 2022 - 28 February 2023

0001 1 Activity

BASE PERIOD TUG #1

Daily Rate: 01 March 2022 - 28 February 2023 (365 Days)

PART I

PART I:

PERFORMANCE WORK STATEMENT

REQUIREMENT:

MSC requests two U.S. flag tugs to provide harbor support services and ship handling at Naval Base Guam, GU. This contract is for the requirements that cannot be satisfied with government-owned, controlled vessels.

The following is a list of the services to be performed but is not an all-inclusive list:

Towing, twisting, mooring, berthing, docking, streaming, shifting, assisting, pulling, and escorting various vessel types, barges, submarines, crafts, hulls, sleds, derricks, lighters, and objects of whatsoever nature including anything carried thereon. ;

Transfers of pilots and Government Personnel by Tug; Tug emergency support services, including responses to weather conditions, threatening vessels, piers, dry-docks, or shore facilities; shipboard fires; vessels aground; vessel equipment failures; downed aircraft; oil spills; missions of mercy; collisions; ammunition mishaps; search-and-rescue operations; shipboard casualty; and any national defense exigencies. Line handling; Providing personnel (other than a riding crew) to go aboard a tow; and Owner's Representative shall provide adequate staff and communications to promptly respond to Government's requests for services under this Contract on a 24-hour-day basis. Government reserves the right to use Government-owned, controlled, or chartered Tugs or vessels separately or jointly with Owner's Tugs in the performance of any services listed in this Contract.

Offeror must warrant that the offered tugs can operate in Guam.

While performing ship operations, the Contractor shall ensure the Master advises foreign authorities and husbanding agents that the vessel under this contract is OPERATING AS a sovereign immune vessel of the United States. These ASSERTED SOVEREIGN IMMUNE privileges include immunity from arrest or search (whether in foreign internal or territorial waters, or in international waters), immunity from foreign taxation, exemption from any foreign state regulation requiring flying the flag of such foreign state either in its ports or while passing through its territorial sea, and entitlement to exercise exclusive control over persons on board such vessels with respect to acts performed on board. The Contractor shall observe all guidelines found in NAVADMIN 165/21 which shall be provided upon contract award. The Contractor shall contact the Area Command for the area of operations (AO) should any foreign authority or husbanding agent request information (submission of documents or completion of forms) contrary to the US Navy sovereign immunity POLICY.

GEOGRAPHIC REGION(S):

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

1. PERIODS OF PERFORMANCE:

Period Length (days) Option Notice Date of

Commencement Date of

Completion

Base Period 365 01 March 2022 28 February 2023

Option Period One 366 (See FAR clause 52.217-9)

01 March 2023 29 February 2024

Option Period Two 365 (See FAR clause 52.217-9)

01 March 2024 28 February 2025

Option Period Three 365 (See FAR clause 52.217-9)

01 March 2025 28 February 2026

Option Period Four 365 (See FAR clause 52.217-9)

01 March 2026 28 February 2027

The total performance period under this Charter Party contract shall not exceed 60 months.

4. SCHEDULE OF ESTIMATES:

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

PERIOD ESTIMATED HOURS PER YEAR PER TUG

Base Period 150 Option One 150 Option Two 150 Option Three 150 Option Four 138

5. DAILY HIRE RATE STRUCTURE

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

Daily Hire: Except as otherwise provided herein, the daily hire rate shall be considered payment in full for all services of the Tug and associated equipment and all other requirements under this Charter Party contract, including, but not limited to penalty time, bonuses, payments, and emoluments payable to Master, Officers and crew for services under this Charter, irrespective of the geographic scope of said service and the nominal carriage of ammunition and hazardous cargoes. The Daily Hire rate shall also be considered payment in full for all overtime, including but not limited to crew overtime or penalty time required for the making up or breaking of tows. This rate does not include port charges or the price that the Contractor pays for fuel.

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

6. CONTRACT PRICING FOR TUG DAILY RATES:

The daily rate shall be inclusive of weekends, holidays and overtime based on the estimates above. Daily rate is exclusive of fuel and port charges, which shall be supplied or reimbursed by the Government.

Base Period

Option One

Option Two

Option Three

Option Four

TUG #1 Daily Rate

Delivery Cost N/A N/A N/A N/A

Re-delivery Cost N/A N/A N/A N/A

TUG #2 Daily Rate

Delivery Cost N/A N/A N/A N/A

Re-Delivery Cost N/A N/A N/A N/A

7. WAGE DETERMINATION:

Wage Determination #2015-0213, Rev 19, dated 31 March 2021 is incorporated into this contract.

8. CHARTER PERIOD:

This Charter shall be for the periods designated in the table of Periods of Performance shown above. The Firm period will commence on 01 March 2022 and end on 28 February 2023 with 4 one-year options period.

9. POINTS OF CONTACT: CONTRACTING QUESTIONS:

Courtney Woodley, Contract Specialist, 757-443-3864

OPERATIONAL QUESTIONS:

Timothy Vickers, Program Officer, 757-341-6824 Iben Gantt, Program Analyst, 757-443-2711 Wilfredo Miranda, Contracting Officer Representative, 671-339-2370

10. AUTHORIZED TUGS:

Name Bollard Pull

Tug # 1

Tug # 2

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

11. TUG SPECIFICATIONS:

The Tug(s) chartered under this Charter Party contract shall have the minimum characteristics as described in the tug characteristics chart shown below. Specifications and characteristics exceeding the minimum, if offered by the offeror and accepted by the Government, are incorporated upon contract award.

TUG #1 and TUG #2 SPECIFICATIONS AND CHARACTERISTICS:

CHARACTERISTIC

MINIMUM

CHARACTERISTIC

MINIMUM

FLAG

USA

CLASSIFICATION

Documented compliance with a recognized marine safety program (examples of this include classification by recognized regulatory society (i.e. IACS), demonstrated adherence to American waterways operators responsible carrier program, ISM certification, etc.)

PROPULSION TYPE Tractor MAXIMUM

LENGTH OVER ALL

110 feet

BOLLARD PULL Forward 100,000 lbs Astern 80,000 lbs MAXIMUM DRAFT: 16 feet (salt water), fully laden.

TRANSIT SPEED

11 knots minimum at 80% rated horsepower in moderate weather (Douglas Sea Scale).

ENDURANCE

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

FENDERING AND

CONFIGURATION

Configured with clean non-marking fendering to prevent metal-to-hull contact with surface and sub-surface vessels under normal conditions of pitch and roll.

Fendering shall be firmly secured to vessel along the entire length. Fendering includes propeller guards, if applicable.

FIREFIGHTING

EQUIPMENT

Each tug shall have fire-fighting systems capable of providing 3000 GPM at the fire pump. Shall have sufficient fire monitors to provide 360° coverage at 1000 GPM at 125 PSI.

Shall have minimum of two

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

PASSENGER

CAPACITY:

12 people in addition to master and crew.

COMMUNICATION

Minimum required by the U.S.C.G. and FCC for inland and international waters. Additionally, shall have external loud hailer, two sets of fixed VHF radios and two sets of portable VHF radios functioning on a marine frequency. Shall have a transceiver capable of working at 2-30 MHz at

100-Watt output.

WINCHES

Each tug shall have a total of three winches for services performed under this contract.

Each winch shall have a minimum safe working load of 9,000 lbs. Further, each shall have 40 feet per minute pay-out/haul-in speed. All shall be capable of handling 8” lines.

SEWAGE

CAPACITY

Minimum of 24 hrs.

NAVIGATION

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

OTHER

REQUIREMENTS

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

LINES

Tug shall be equipped with sufficient synthetic lines to perform port services.

PILOT TRANSFER

CAPABILITY

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

BROW

One brow to allow for the safe transfer of two passengers at a time. The brow shall be a minimum of two feet in width for the entire length. Such brow shall be of sufficient length to assure safe passage of personnel from the tug to the deck of a Trident Submarine. The end of the brow shall be fitted with rubber-coated rollers or non-marking skids to prevent metal-to-metal contact between brow and submarine deck; each side shall have handrails and midrails.

Transfer to submarines other than TRIDENT class will be required. TRIDENT is only identified as the worst case brow transfer arrangement.

VETTING

All employees working under this contract are required to submit an SF-85 and Fingerprint Card to the Naval Base Guam Security Manager and receive a favorable report (“deemed suitable for a public trust position”) back from DONCAF prior to gaining long term installation access.

12. DELIVERY/REDELIVERY LOCATION: NAVY BASE GUAM, GU

The Tug(s) and all associated equipment shall be delivered in the condition described below to the Charterer at the port or place indicated above not later than 1600 hours local time (place of delivery) on the canceling date stated. The Contractor shall give written notice of readiness during office hours to the appropriate Government representative at the port or place of delivery on a working day (Saturdays, Sundays, or other recognized weekly days of rest, U.S. Government holidays, and holidays observed at the delivery port, whether national or local, shall not be considered working days). Government inspection of the Vessel shall be completed within a reasonable amount of time thereafter, not exceeding twenty-four hours after proper tender of the notice of readiness, (Saturdays, Sundays, or other recognized weekly days of rest, U.S. Government holidays, and holidays observed at the delivery port, whether national or local, excepted in the computation of said twenty-four hour period). Hire shall commence upon acceptance of the Tug(s) by the Charterer but not before the commencing date stated in the solicitation, unless approved in writing in advance by the Contracting Officer. Charterer shall have the liberty to cancel this Charter at no cost to the Government should the Tug(s) or associated equipment not be ready in accordance with the provisions hereof by the canceling date. Said cancellation is to be declared not later than twenty-four hours after 1600 hours local time (place of delivery) on the stated canceling date. Nothing in this paragraph shall limit any remedy of the Government otherwise available at Law, in Equity or under this Charter Party contract.

Condition. The Tug(s) and all associated equipment and personnel shall be seaworthy, properly and efficiently manned and trained, equipped, supplied, and in every way suitable and adequately fitted for and in all respects ready for the service contemplated under this Charter Party. Any associated equipment shall upon delivery be as described in this Charter Party and all equipment shall be operable. The Owner shall exercise due diligence to maintain the Tug(s) and associated equipment in such state during the period of the Charter Party.

REDELIVERY:

Unless lost, the Vessel shall be redelivered at a port or place stated in the contract. Charterer shall notify Contractor of the place and date of redelivery no later than the time shown in the above (1600 hours local time, place of delivery).

13. SUBSTITUTION OF TUGS:

Substitution of tugs is authorized, but only for good cause shown and upon proper notice to the Government and approval of the Contracting Officer. Notice of intent to substitute by the Contractor shall identify the tug being substituted and the tug for which substitution is being made and shall provide the Contracting Officer with sufficient information on which to base a determination regarding good cause for substitution and the acceptability of the nominated substitute vessel. If circumstances require oral notification, said notice shall provide all of the above required information and shall include a statement of circumstances that preclude a written notice prior to substitution. Confirmation of the information given in an oral notice shall be submitted to the Contracting Officer in writing within forty-eight hours of the giving of oral notification.

AUTHORIZED SUBSTITUTE TUGS:

Name Bollard Pull

The Contractor shall fix and deploy a substitute Tug within a period of six hours of submission of written notice to the Contracting Officer of substitution or within six hours of the commencement of any off-hire whichever occurs first. (See “Off-hire and Loss of Vessel” paragraphs 18-19)

Any tug offered as a substitute shall have substantially the same characteristics, i.e., shall be similarly fitted and otherwise equal or superior in performance, as the tug for which substituted and shall be fully ready to perform in accordance with this Charter Party upon arrival at the Tow or other work site designated by Charterer. Any tug substituted under this Paragraph shall result in no cost increase for Charterer and substitution shall result in no operation delay for Charterer except as provided above. It shall not otherwise excuse any other performance required under this Charter Party.

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

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

14. TUG COMPLEMENT AND CREW:

The Master(s), Officers, and entire crew shall speak English fluently and possess valid and current certificates, licenses, and documents. The Master, Officers, and crew of the tug(s) shall be appointed or hired by the Contractor and shall be deemed to be the servants and agents of the Contractor at all times except as otherwise expressly specified in this contract. The Master(s) of the tug(s) shall be under the direction of the Government as regards the employment of the tug(s) under a given order, but shall not be under Government's orders as regards navigation, care, and custody of the tug(s).

Physical security equipment required to meet port security plans shall be Contractor-furnished. All Contractor employees shall wear a Contractor-furnished uniform with Contractor and individual identification clearly and permanently marked. Individual employee names shall be visible on front of outer clothing. The Contractor ‘s name shall be visible on the upper back of uniforms. All Contractor employees shall have in their possession photo identification at all times when working under this Charter Party Contract.

If the Charterer has reason to be dissatisfied with the conduct or performance of the Master, Officers, or crew, the Contractor shall, on receiving particulars of the complaint, investigate the matter and, if necessary to alleviate the cause of the complaint, make a change in personnel.

15. DRY-DOCKING:

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

16. EMERGENCY SITUATIONS AND TRAINING:

This paragraph shall be incorporated into this Contract ONLY if the following is checked _XX_.

General. In the event that the Owner is unwilling or unable to perform those duties as directed, or to timely respond to emergency situations, and upon determination by the Pacific Fleet Commander (COMPACFLT) or his designated representative that the emergency so requires, the Owner agrees to relinquish custody and control of the tug(s) to the Government in order to allow the Government to

OTHER SERVICES, RESPONSIBILITIES, PLANS AND REPORTS

respond to the emergency situation using the Owner’s tug(s)/equipment augmented in whole or in part by a Government crew. Such determination shall be provided to the Tug Master or designated representative by the Contracting Officer or the Contracting Officer’s Representative (COR). The period of Government operation and control shall not exceed that time required to respond to the emergency and properly return the tug(s) to Owner’s control.

Mitigation. Owner’s release of the tug(s) for emergency operation by the Government shall serve to mitigate Owner's liability, if any, under the Termination for Cause clause of this contract. See FAR 52.212-4. The value of the release of tug(s) to the Government shall be offset against the Contractor's liability under the Termination for Cause clause. During a period of partial or complete augmentation of crew by the Government, as a result of default, the Owner shall not be entitled to charter hire.

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

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

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

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

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

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

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

17. SHIP PHYSICAL SECURITY:

The Owner will comply with and implement the Navy Force Protection and Security requirements for the port in which it is docked or berthed (e.g. Network Database Identification System (DBIDS)). All costs shall be included in the basic hire daily rate.

18. OFFHIRE:

General. In the event of the loss of time resulting from deficiency and/or default of men including but not limited to misconduct, illness, injury, strikes, labor disruptions, lockouts; deficiency of stores; fire; breakdown of or damage to hull, machinery, or equipment; collision; stranding; grounding; detention by authorities;

average accidents to Vessel or cargo unless resulting from inherent vice, quality, or defect of the cargo; repairs;

inspections; all dry-dockings including those for the purpose of examination/inspection or painting bottom but not for those dry-dockings under the Alterations section contained herein; or deviation for the purpose of landing any ill or injured person on board other than any passenger, supercargo, or military personnel who may be carried at Charterer's request; or by any other cause whatsoever preventing the full working of the Vessel, the payment of hire shall cease for all time lost until the Vessel is again, at a position not less favorable to the Charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service. Should the Vessel deviate or put back during a voyage contrary to the orders or directions of the Charterer for any reason, the hire is to be suspended from the time of her deviating or putting back until she is again, at a position not less favorable to the Charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service. When the period of time lost to the Charterer on any one occasion is less than two consecutive hours, the hire shall not be reduced for such period, provided no missions were missed during that period of time.

Off hire is on a per tug basis. Offeror may be allowed to substitute a vessel in accordance with the Substitution section. The off-hire will be calculated as a percentage of the 24- hour daily rate.

Costs For Owner. The cost of fuel consumed while the Vessel is off-hire, as well as all port charges, pilotages, and other expenses incurred during such period and consequent upon the putting in to any port or place other than that to which the Vessel is bound, shall be borne by the Owner. All fuel used by the Vessel being driven into port or to shallow harbors or to rivers or ports with bars, the delay of the Vessel and/or expenses resulting there from shall be for Charterer's account.

19. LOSS OF VESSEL:

Should a Tug be either lost or missing, or become a constructive total loss, the portion of the charter for such Tug shall terminate and hire shall cease to be payable at the time of the loss or, if said time is unknown, at the time of the Tug’s last received communication. If the Tug should be off-hire or missing when a payment of hire would otherwise be due, such payment shall be postponed until the off-hire period ceases or the safety of the Tug is ascertained, as the case may be.

20. DELAYS/EXCESSIVE FUEL CONSUMPTION:

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

21. AVAILABILITY/ NOTIFCATION/ REQUESTS FOR SERVICES:

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

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

TIME

REQUIRED RESPONSE

Straight Time – 0600-1800 hours local time, Monday through Friday, exclusive of Federal Holidays.

15 minutes maximum

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

15 minutes maximum

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

a) Contracting Officer; or

b) Port Operations Officer, or his /her designee; or

c) Contracting Officer’s Representative (COR).

23. GOVERNMENT PROVIDED SERVICES/FACILITIES:

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 three vehicles per tug.

(c) Office space

(d) Storage space (approx. 200 sq. ft.)

END OF PERFORMANCE WORK STATEMENT

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) Inofrmation set forth in PART I;

(2) Paragraphs (B), (D), (G), (I), (Q) and (R) of FAR 52.212-4 (as tailored);

(3) The clause ar FAR 52.212-5;

(4) Any remaining addenda or portions thereof within this solicitation or contract;

(5) The standard form 1449;

(6) Solicitation provisions if this is a solicitation;

(7) Other documents, exhibits, and attachments.

(t) SYSTEM FOR AWARD MANAGEMENT (SAM)

(1) Unless exempted by an addendum to this Contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data.

To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this Contract and is not a substitute for a properly executed contractual document.

(2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name

(whichever is shown on the Contract), or has transferred the assets used in performing the Contract, but has not completed the necessary requirements regarding novation and change-of- name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(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).