Amendment A0001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

See amendment details below .

1. CONTRACT ID CODE PAGE OF PAGES

J 1 88

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 09-Feb-2023

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X N3220523R4012

X 9B. DATED (SEE ITEM 11)

25-Jan-2023

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, X is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

09-Feb-2023

CODE

MILITARY SEALIFT COMMAND NORFOLK

471 EAST C STREET, BLDG SP-48

NORFOLK VA 23511

N32205 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

N3220523R4012

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

A0001

The purpose of this amendment is as follows:

1. Incorporate the following provisions by full text:

a. FAR 52.209-5 Certification Regarding Responsibility Matters

b. FAR 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony

Conviction under any Federal Law

2. Update the TUGTIME PROFORMA PART VI to include the following:

a. DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials

b. DFARS 252.203-7005 Representation Relating to Compensation of Former DoD Officials

3. All other terms and conditions remain unchanged.

SECTION SF 1449 - CONTINUATION SHEET

The following have been added by full text:

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (AUG 2020)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that-

(i) The Offeror and/or any of its Principals-

(A) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have ( ) have not ( ), within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or

State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks “have”, the offeror shall also see 52.209-7, if included in this solicitation); and

(C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision;

and

(D) Have , have not , within a three-year period preceding this offer, been notified of any delinquent

Federal taxes in an amount that exceeds the threshold at 9.104-5(a)(2) for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has ( ) has not ( ), within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager;

head of a division or business segment; and similar positions).

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

(End of provision)

52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A

FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB 2016)

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations

Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that--

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that--

(1) It is [ ] is not [ ] a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(2) It is [ ] is not [ ] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

(End of provision)

The following have been modified:

TUGTIME PROFORMA

MSC TUGTIME 2023

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 section, 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, Attachment A.

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

a. Rate Schedule

b. CLIN price and quantity data (for pass-through reimbursable items)

c. Vessels Under Charter

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)

PART I

PART I

PERFORMANCE WORK STATEMENT

1. SCOPE OF WORK: MSC requests two (2) time-chartered, U.S. flag tugs to provide harbor support services and ship handling at Naval Submarine Base New London, Groton, CT. The following list, is not all-inclusive in neither scope nor description, is illustrative of the services to be performed:

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

a. The following is a list of vessel classes that are likely to be supported during the term of any contract resulting from this RFP. The list is for demonstration purposes only and is not a guarantee of vessel types to be supported and is not all-inclusive: AE, AFDM, AFT, AGOS, AGDS, AGS, AH, AKE, AKR, AO, AOE, ARS, AS, ASR, ATF, CG, CGN, CVN, DD, DDG, FFG, IX, JHSV, LCS, LHA, LHD, LPD, LSD, LST, MCM, MHC, PC, SS, SSBN, SSGN, SSN, TAKE, TAO, YC, YD, YO, YON, YP, or foreign military vessels equivalent to any of the above.

(b) Transfers of pilots and government personnel by tug.

(c) Tug emergency support services, including responses to weather conditions, threatening vessels, piers, dry-docks, or shore facilities; shipboard fires; vessels aground; vessel equipment failures; downed aircraft; oil spills; missions of mercy; collisions; ammunition mishaps; search-and-rescue operations; shipboard casualty; and National Defense Emergency.

(d) Line handling.

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

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

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

London, CT and the surrounding navigable waters, including a distance out to the continental shelf. 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 vessel can lie always afloat except in harbors or waters where it is customary and safe in the port to work aground. The tug will be home berthed in the geographical region noted above. The Government may reassign the vessel to a different berth within the geographical region on a temporary or permanent basis to meet emergent requirements. The tug shall remain on site at the base assigned 24 hours a day, 7 days a week when not on mission, undergoing refueling or required at a shipyard.

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

4. PERIOD OF PERFORMANCE:

a) One firm period and four option periods for a total of 59 months.

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

6. NOTIFICATION: When tug service is requested, service shall be provided within the time specified in the

“Required Response” boxes below.

PERIOD NAME DURATION COMMENCEMENT DATE END DATE

Firm Period 366 days 01 July 2023 30 June 2024

Option One 365 days 01 July 2024 30 June 2025

Option Two 365 days 01 July 2025 30 June 2026

Option Three 365 days 01 July 2026 30 June 2027

Option Four 336 days 01 July 2027 31 May 2028

TIME REQUIRED RESPONSE

Straight Time – An 12-hour period starting between 0600-

0900 hours (Monday -Friday, except weekends and Federal

Holidays) with flexibility to start straight time outside of

0600-0900 to accommodate unusual vessel arrival and departures times. The start of the straight time will be set on daily basis by the COR.

15 minutes

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

8. DELIVERY/REDELIVERY LOCATION:

DELIVERY/REDELIVE

RY PORT

EARLIEST

DELIVERY DATE

CANCELING

DATE

SEE FAR 52.212-2(f)

Naval Submarine Base

New London, Groton, CT

01 July 2023 01 July 2023

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

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

1 hour

PERIOD ESTIMATED AFTER-HOURS USE (HOURS

PER YEAR PER TUG)

Firm Period 100

Option 1 100

Option 2 100

Option 3 100

Option 4 100

CHARACTERISTIC MINIMUM CHARACTERISTIC MINIMUM

FLAG USA CLASSIFICATION IACS Member

PROPULSION TYPE Tractor or tractor like

MAXIMUM LENGTH

OVER ALL

105 feet

BOLLARD PULL

Forward 65,000 lbs.

All other directions 50,000 lbs.

FENDERING AND

CONFIGURATION

Surface: Configured with cleans non-marking fendering to prevent metal-to-hull contact with surface vessels under all conditions of pitch and roll. Fendering shall be firmly secured to vessel along the entire length.

Fendering includes propeller guards, if applicable.

Sub-Surface: : Configured with cleans non-marking fendering to prevent metal-to-hull contact with sub-surface vessels under all conditions of pitch and roll. Fendering shall be firmly secured to vessel along the entire length.

Fendering includes propeller guards, if applicable.

TRANSIT SPEED

10 knots minimum at 80% rated horsepower in

“moderate weather” per the

Douglas Sea Scale

MAXIMUM DRAFT

15 feet (salt water), fully laden.

PASSENGER

CAPACITY

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

ENDURANCE N/A

COMMUNICATION

EQUIPMENT

Required by the U.S.C.G. and

FCC for inland and international waters.

Transceiver capability of 2-30

MHZ at 100-Watt output.

FIREFIGHTING

EQUIPMENT

Each tug shall have monitors to provide 360-degree coverage at 2,000 gpm, 120 psi. The system shall be capable of AFFF injection.

CAPSTANS/

WINCHES

Sufficient fore and aft capstans or winches to perform services under this contract. Each shall have a minimum safe working load of 7,000 lbs.

PILOT TRANSFER

CAPABILITY

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

NAVIGATION

EQUIPMENT

Minimum required by the

U.S.C.G for inland and international waters to include a radar, fathometer, GPS, loudhailer, and two sets of fixed VHF radios.

SEWAGE CAPACITY Minimum of 24 hrs.

LINES

Tug shall be equipped with 7-inch KEVLAR and/or sufficient synthetic lines and associated equipment to perform services in the contract safely and efficiently. Contractor will identify the type of line(s) and its intended use. Will log the date each line was put into service. Keep on hand the load tests and specifications of the line. Log will be kept in the pilot house for review by the COR.

OTHER

REQUIREMENTS

Each tug shall be capable of performing work in winds equivalent to

Beaufort force 10 (wind speed) and sea state 5.

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

11. FUEL CONSUMPTION RATES:

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 or

SEAWOLF Submarine. The end of the brow shall be fitted with rubber-coated rollers to prevent metal-to-hull contact between brow and submarine deck; each side shall have handrails and midrails.

Transfer to other submarine classes will be required.

VETTING N/A

MAXIMUM FIXED

AIR DRAFT

30 feet. (Due to the Thames

River Drawbridge)

FIRM

PERIOD

OPTION

PERIOD 1

OPTION

PERIOD 2

OPTION

PERIOD 3

OPTION

PERIOD 4

Tug #1 Daily Rate

Tug #2 Daily Rate

Tug #1 Delivery/Redelivery Fees

Tug #2 Delivery/Redelivery Fees

AFTER-HOURS RATE

KNOTS

(NM)

NET BBLS

PER DAY

OPERATING

RANGE

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12. WAGE DETERMINATION. Wage Determination (2015-0213 Rev 30) is incorporated into this contract and is available upon request or at www.msc.navy.mil click on Contracts/Library of Common Documents.

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

14. DAILY HIRE RATE STRUCTURE

(a) 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. 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.

(b) After-Hours: The After-Hours rate is the hourly differential to be added to the daily hire rate and shall cover all additional costs for operating the vessel during all hour other than straight time hours identified in this charter, prorated to the nearest quarter-hour.

(c) The rates to be paid under this charter party contract, as offered and accepted at the time of award, are provided in the table, Price Sheet, which shall be filled-in by the government at the time of award.

15. CHARTER PERIOD. This Charter shall be for the periods designated in the table of periods of performance shown above, commencing upon the date shown or the charterer's acceptance of the vessel(s), whichever occurs later, and continuing until either the date of completion or the completion of the voyage then current, at charterer's sole option. Each vessel shall be considered to have separate performance periods. Any optional periods shall be stated in the contract; in addition, the government shall have the time lost options as specified under this contract and an option to extend services as specified in this contract. All optional periods shall be in direct continuation. Options shall be exercised pursuant to PART III Additional Contract Requirements FAR

52.217-9, Option to Extend the Term of the Contract.

16. TIME LOST.

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(a) Tacking to the End of Charter Period. Any time lost by the vessel during the term of this charter

(including during any option period) due to breakdown of machinery, interference by authority, collision, stranding, fire or other accidents or damage to the vessel; or repairs, inspections, overhaul and alterations, preventing the work of the vessel, shall be added to the charter period at charterer's sole option, declarable at least thirty (30) calendar days prior to the termination of the charter period. Hire for such additional declarable period shall be at the same rate as in effect as of the date said declaration was made.

(b) Excessive Time Lost. The government may by written notice cancel this charter or contract at no cost to the government whenever, in any given contract period, for any reason whatsoever, more than thirty days are lost except for time lost as a result of the causes set forth in the “War” section of this contract. See clause 52.212-4. Failure to cancel this charter after thirty days are lost shall be without prejudice to any other rights of the charterer, or any later right of the charterer to cancel this charter party.

(c) Relationship to Other Remedies. No remedy conferred by this paragraph upon the charterer is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy already conferred by this charter party now or hereafter existing at law or in equity or by statute.

17. DELIVERY.

(a) The vessel(s) and all associated equipment shall be delivered in the condition described below to the charterer at a port or place indicated in the “Delivery/Redelivery Location” section, not later than 1600 hours local time (place of delivery) on the canceling date stated. The contractor shall give written Notice of

Readiness (NOR) during office hours to the appropriate government representative at the port or place of delivery on a working day (Saturdays, Sundays, or other recognized weekly days of rest, U.S. Government holidays, and holidays observed at the delivery port, whether national or local, shall not be considered working days). Government inspection of the vessel shall be completed within a reasonable amount of time thereafter, not exceeding twenty-four (24) hours after proper tender of the notice of readiness (Saturdays, Sundays, or other recognized weekly days of rest, U.S. Government holidays, and holidays observed at the delivery port, whether national or local, excepted in the computation of said twenty-four hour period). Hire shall commence upon acceptance of the vessel(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 vessel(s) or associated equipment not be ready in accordance with the provisions hereof by the canceling date. Said cancellation is to be declared not later than twenty-four (24) hours after 1600 hours local time (place of delivery) on the stated canceling date. Nothing in this paragraph shall limit any remedy of the government otherwise available at law, in equity or under this charter party contract.

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

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

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

19. AUTHORIZED TUGS.

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

Name Bollard Pull

(b) Substituted vessel(s) chartered under this charter party contract shall have the minimum characteristics as described in the PART I Tug Characteristics. Specifications and characteristics exceeding the minimum, if offered and accepted by the government, are incorporated by reference upon contract award and become the minimum requirement.

20. SUBSTITUTION OF TUGS.

(a) Substitution of tugs is authorized, but only for good cause shown and upon proper notice to the government and approval of the Contracting Officer. Notice of intent to substitute by the contractor shall identify the tug being substituted and the tug for which substitution is being made and shall provide the Contracting

Officer with sufficient information on which to base a determination regarding good cause for substitution and the acceptability of the nominated substitute vessel. Notice shall be submitted in writing and shall be submitted sufficiently in advance to permit the Contracting Officer to make a reasoned determination regarding good cause and substitute tug suitability. If circumstances require oral notification, said notice shall provide all of the above required information and shall include a statement of circumstances that preclude a written notice prior to substitution. Confirmation of the information given in an oral notice shall be submitted to the Contracting Officer in writing within forty-eight (48) hours of the giving of oral notification.

(b) Notwithstanding the above, the COR(s) identified for this contract are authorized to approve tug substitutions of tugs listed in the section titled “Auhtorized Tugs” in PART I, which will be filled in by the government at contract award. The contractor shall notify the Contracting Officer upon receiving approval for such a substitution by the COR(s).

(c) The contractor shall fix and deploy a substitute tug within a period of six (6) hours of submission of notice of substitution or within six (6) hours of the commencement of any off-hire whichever occurs first. (See

“Off-hire and Loss of Vessel” sections.)

(d) Any tug offered as a substitute shall meet the minimum characteristics as described in the section titled

“Tug Characteristics.” Any tug substituted under this section shall result in no increase to the price of this charter party and substitution shall result in no operation delay for charterer except as provided above. It shall not otherwise excuse any other performance required under this charter party.

(e) 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.

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

21. TUG COMPLEMENT AND CREW.

(a) 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).

(b) Physical security equipment required to meet port security plans shall be contractor-furnished.

(c) All contractor employees shall wear a contractor-furnished uniform with contractor and individual identification clearly and permanently marked. Individual employee names shall be visible on front of outer clothing. Contractor name shall be visible on the upper back of uniforms.

(d) All contractor employees shall have in their possession photo identification at all times when working under this charter party contract.

(e) If the charterer shall have reason to be dissatisfied with the conduct or performance of the Master, Officers, or crew, the contractor shall, on receiving particulars of the complaint, investigate the matter and, if necessary to alleviate the cause of the complaint, make a change in personnel.

(f) Each Vessel Master of vessel(s) shall possess U.S. Coast Guard 100 Ton Master License.

22. SECURITY CLEARANCES. Reserved.

23. DRY-DOCKING.

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

(b) All dry-dockings under this clause shall be scheduled with the charterer and shall be subject to the Off-Hire section.

24. EMERGENCY SITUATIONS AND TRAINING. This paragraph shall be incorporated into this contract

ONLY if the following is checked X.

(a) General. In the event that the owner is unwilling or unable to perform those duties as directed, or to timely respond to emergency situations, and upon determination by the Atlantic Fleet Commander

(COMUSFLTFORCOM) or his designated representative that the emergency so requires, the owner agrees to relinquish custody and control of the tug(s) to the government in order to allow the government to respond to the emergency situation using the owner’s tug(s)/equipment augmented in whole or in part by a government crew. Such determination shall be provided to the Tug Master or designated representative by the Contracting Officer or the Contracting Officer’s Representative (COR). The period of government operation and control shall not exceed that time required to respond to the emergency and properly return the tug(s) to owner’s control.

(b) Mitigation. Owner’s release of the tug(s) for emergency operation by the government shall serve to mitigate owner's liability, if any, under the Termination for Cause section 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 section. During a period of partial or complete augmentation of crew by the government, as a result of default, the owner shall not be entitled to charter hire.

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

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

Federal Tort Claims Act.

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

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

i) 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.

ii) Training shall take place during normal operating hours.

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

25. SHIP PHYSICAL SECURITY. The owner will comply with and implement the Navy Force Protection and

Security requirements for the port in which it is docked or berthed (e.g. DBIDS Gate Program). All costs shall be included in the basic hire, except for COR or Contracting Officer directed material purchases over $100 in total value, which shall be subject to the Pass Through Reimbursable Expenses section of the contract.

26. OFF-HIRE – 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 in PART II or deviation for the purpose of landing any ill or injured person on board other than any passenger, supercargo, or military personnel who may be carried at charterer's request; or by any other cause whatsoever preventing the full working of the vessel, the payment of hire shall cease for all time lost until the vessel is again, at a position not less favorable to the charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service. Should the vessel deviate or put back during a voyage contrary to the orders or directions of the charterer for any reason, the hire is to be suspended from the time of her deviating or putting back until she is again, at a position not less favorable to the charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service.

When the period of time lost to the charterer on any one occasion is less than two (2) consecutive hours, the hire shall not be reduced for such period, provided no missions were missed during that period of time. Off-hire is on a per tug basis. Offeror may be allowed to substitute a vessel in accordance with the Substitution of Tugs section.

(a) 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 are for owner’s account as per the fuel section below; to include fuel from 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.

27. 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 or 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.

28. DELAYS/ EXCESSIVE FUEL CONSUMPTION. If upon any passage the vessel fails to make the warranted speed or if her warranted fuel consumption exceeds that offered due to defect in or breakdown of any part of her hull, machinery, or equipment; casualty; or inefficiency of Master, Officers, or crew or their failure to proceed with utmost dispatch, and if the vessel is delayed more than two (2) hours, provided no missions were missed during that period of time, the hire for the time lost and any cost of extra fuel consumed, if any, shall be borne by the owner.

29. 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).

31. PASS THROUGH REIMBURSABLE EXPENSES

(a) The government will reimburse the contractor only for the actual price paid for those supplies and services that are expressly identified as pass-through reimbursable items by this contract. “Actual price" paid by the contractor for such supplies and services, includes tax paid, if any, and reduced by any and all credits and rebates, whether accrued or realized, associated with the supplies and services provided. “Actual price” does not include material handling charges, overhead, general and administrative costs, profit, or any other indirect cost that is in any way associated with the contractor’s purchase or provision of such supplies and services. The parties expressly agree that the offered and accepted daily rate includes all costs incurred or paid by the contractor, including but not limited to material handling charges, overhead, general and administrative costs, or profit, that are in any way associated with the contractor’s purchase or provision of such supplies and services.

(b) To be eligible to receive reimbursement for services and supplies identified in this contract as pass-through reimbursable items and obtained in support of this contract, the contractor must obtain at least three quotes for each transaction in excess of $3,000 to ensure that adequate price competition was sought or the contractor must provide an acceptable justification as to why it was impracticable to do so. In the case of fuel purchases, unless directed otherwise by the Contracting Officer, the contractor shall provide the documentation listed in subparagraphs (i) through (iii) below to the Contracting Officer for approval prior to purchasing fuel. For purchases of services and supplies other than fuel, the contractor need provide the aforementioned documentation only when requested by the Contracting Officer. The contractor shall maintain documentation of all pass-through reimbursable purchases until three years after the contract is completed and shall provide access to and copies of such documentation when requested by the Contracting

Officer.

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the proposed subcontractor and price.

(iii) Suppliers contacted and price quotes. Include other pertinent data such as price lists used if suppliers were not contacted and information regarding the selection if other than price-related factors were considered.

(c) The contractor shall maintain the above listed documentation for three years after the contract performance is completed. Contractor shall provide access to and copies of the documentation when requested by the

Contracting Officer.

(d) The Contracting Officer may reduce the pass-through reimbursement by any amount above that which the

Contracting Officer finds, in his/her sole discretion, is greater than that which is fair and reasonable for the supplies or services provided, giving due consideration to the facts and circumstances prevailing at the time that the Contractor procured the supplies and services. Disputes as to the amount by which any pass-through reimbursement is reduced shall be resolved in accordance with the “Disputes” section of the contract. It shall be the contractor’s burden to demonstrate that the price it paid for pass-through reimbursable supplies and services was fair and reasonable.

(e) When the contractor expects total funding expended for pass-through reimbursable items to reach 85 percent of the total funds available on each Pass-Through Reimbursable Supplies and Services CLIN, the

Contractor shall notify the Contracting Officer and the COR and any other government official identified by the Contracting Officer. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the schedule. The contractor shall not exceed or incur costs that exceed the amount of funding stated on each Pass-Through Reimbursable Supplies and Services

CLIN at the time a pass-through reimbursable item is ordered.

(f) The government is not obligated to reimburse the contractor for otherwise pass-through reimbursable supplies and services in excess of the funded amount stated in the Schedule under each Pass-Through

Reimbursable CLIN.

(g) The contractor is not obligated to continue performance of any pass-through reimbursable work under this contract or otherwise incur costs for pass-through reimbursable supplies or services in excess of the funded amount stated in the Schedule under each Pass-Through Reimbursable CLIN unless the Contracting Officer notifies the contractor that the funded amount stated in the schedule under the applicable Pass-Through

Reimbursable CLIN has been increased. Notification shall be in writing. In the event notification is made orally, such notification shall be followed up in writing within two working days.

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

(i) Change orders shall not be considered an authorization to exceed the funded amount stated in the schedule under the Pass-Through Reimbursable CLIN unless they contain a statement expressly increasing the funded amount of the Pass-Through Reimbursable CLIN by a sufficient amount to cover the change order.

32. FUEL.

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

Contracting Officer.

(b) Provision of Fuel. The charterer shall ordinarily supply or cause to be supplied any or all of the DFM

(F76) grade fuels required by the vessel during the period of this Charter. For charters six months or more, the government shall be responsible for any fuel testing. For charters less than six months, the owner shall be responsible for any fuel testing. Testing laboratory confirmation of compatibility and specifications of newly on-board delivered fuel shall constitute acceptance by owner. The vessel shall not be off-hire in the event of delay resulting from the supply of fuel found to be off specification, unless for want of due diligence by owner. If the owner loads such fuel on the vessel at his own expense, the charterer shall reimburse the owner the reasonable expenses of such loading.

(c) Owner’s Purchase of Fuel. The owner shall, if directed by the charterer, purchase fuel for the vessel, in which case the charterer shall, in accordance with the Pass Through Reimbursables section of this PWS, reimburse the owner the price paid for all fuel (excluding lube oils) procured by the owner and loaded in the vessel during the period of this charter. Such direction of the charterer shall be limited to individual fuel purchases and the total amount reimbursable by the charterer for purchase of fuel and any reasonable expenses paid for loading the fuel aboard the vessel(s) shall not exceed the funding obligated and available under the fuel CLIN or subCLIN at the time the fuel is purchased. Pass-through reimbursement shall be paid only upon presentation of properly certified vouchers, supporting receipts, and other documentation, which justify the charges as fair and reasonable. The owner shall in no event be reimbursed any amount in excess of the current market price of such fuel and reasonable expenses.