N3220525R0002-A0003.pdf

N3220525R0002

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

The purpose of this amendment is to: [1] make changes required to comply w ith Class Deviation 2025-O0004 – Revocation of Executive Order on Sustainability; [2] update PART II, PART X, and Attachment IX(J); [3] select FAR Clause 52.240-1 as applicable; [4] update FAR Clause 52.212-5 as incorporated by reference; [5] provide answ ers to questions received regarding the Request for Proposal; and [6] extend the hour and date specified for receipt of offers.

See SECTION SF 30 BLOCK 14 CONTINUATION PAGE for additional information.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 168

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

16C. DATE SIGNED

BY 27-Mar-2025

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 N3220525R0002

X 9B. DATED (SEE ITEM 11)

28-Feb-2025

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 X is extended, 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 1 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

27-Mar-2025

CODE

MILITARY SEALIFT COMMAND NORFOLK

471 EAST C STREET, BLDG SP-64 NAVAL STATION N

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:

MSC TANKTIME 2023 (11-23) 2

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:

A0003 The purpose of this amendment is as follows:

(1) On 07 MAR 2025, the Principal Director of Defense Pricing and Contracting issued Class Deviation 2025-

O0004 – Revocation of Executive Order on Sustainability. In response to this Class Deviation, the following changes are made:

(a) PART VI, FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive

Orders—Commercial Products and Commercial Services, has been updated from version MAR 2025 (DEVIATION 2025-O0003) to MAR 2025 (DEVIATION 2025-O0004). As a result of this revision, the following clause references under PART VI have been changed:

PART VI(b)(46) FAR 52.223-23 has been updated from version May 2024 to MAR 2025

(DEVIATION 2025-O0004)

(b) PART XII(c)(3), FAR 52.212-3 Offeror Representations and Certifications – Commercial Products and Commercial Services, has been updated from version MAR 2025 (DEVIATION 2025-O0003) to MAR 2025 (DEVIATION 2025-O0004). As a result of this revision, the following provision reference under FAR 52.212-3 has been changed:

(t) has been set to [Reserved] (formerly ‘Public Disclosure of Greenhouse Gas Emissions and

Reduction Goals’)

(c) PART XII(c)(4) has been set to RESERVED (formerly FAR 52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals— Representation (DEC 2016)).

(2) The language present under PART II(o)(7) – Age of Vessel and PART X – Technical Proposal has been amended. Attachment IX(J) – Technical Offer Worksheet has been updated to reflect changes to PART X.

(3) PART IV(b)(63) FAR Clause 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities, has been selected as applicable.

(4) FAR Clause 52.212-5, as incorporated by reference, has been updated from version JAN 2025 [removed] to MAR 2025 (Deviation 2025-O0003/ Deviation 2025-O0004) [added].

(5) In addition to the aforementioned changes, this amendment provides answers to the following questions received:

Q1. “For a proposed vessel that would exceed the 20-year maximum age limit during performance of the contract, would it be acceptable to provide a vessel substitute at that point in order to be considered technically acceptable? If yes, would the full vessel details for the substitute need to be provided at the time of offer in order to be vetted for RFP compliance? Or would it be sufficient to make a general

MSC TANKTIME 2023 (11-23) 3

statement that owners will provide a substitute of equal or greater capability that also meets the terms and conditions of the RFP?”

A1. Yes. Please refer to PART II(o)(7) – Age of Vessel & PART X – Technical Proposal(5)(c)(13) as amended.

Q2. “Would MSC be consider 1 to 2 ATB’s (150k to 180k bbl) which would be in service for a year to 18 months, to then be replaced by a 330k bbl tanker?”

A2. No. See Attachment IX(I) – Performance Work Statement. The requirement is for one, clean, approved, U.S. flag Jones Act compliant tanker, with Segregated Ballast Tanks (SBT) and Inert Gas System (IGS) that is capable of carrying a minimum of 280,000 BBLs of clean product (intentions F76, JP5, JP8, or JA1) within vessel’s natural segregation in designated cargo tanks with double valve isolation.

Q3. “Would MSC accept facility clearance to be in place within 1 year following vessel delivery? Note that clearance is provided on the back of a sponsorship.”

A3. No. See PART X – Critical Submission Data and PART XI(f)(1).

Q4. “Would MSC accept a vessel that would install CONSOL no more than 1 year after delivery?”

A4. See Attachment IX(O) – CONSOL Station Requirements. Vessel must be equipped within six months of delivery to perform Refueling at Sea (CONSOL only) operations.

Q5. “If a vessel is over 20 years old but CAP rated 2 or better can she offer in for this requirement?”

A5. No. A vessel which is over 20 years old would not meet the requirements of this solicitation. However, see

PART II(o)(7) as amended.

Q6. “If a contractor/offeror would need to substitute in a performing vessel different from the original performing vessel throughout the charter period is that acceptable?”

A6. Yes. Vessel substitutions during the performance of the contract is acceptable. Also see PART IV(ac) –

Substitution. Also, see PART II(o)(7) as amended.

Q7. “Is the FAR 52.217-8: 183 Days section strictly for evaluation purposes or is this an option in addition to the base period, three 1-year period, and 334 day period options?”

A7. Per PART IX(f)(3), the FAR 52.217-8 option to extend will be included as part of the total evaluated price.

In accordance with FAR Clause 52.217-8, the Government reserves the right to exercise the option by written notice to the Contractor anytime prior to redelivery of the Vessel. This is in addition to options to extend the term of the contract under FAR Clauses 52.217-9. Please note, in accordance with 10 USC §3671, the charter will not meet or exceeded a total term of five years.

(6) The hour and date specific for receipt of Offer is extended to 01:00 PM ET, 07 APR 2025.

Changes as a result of this amendment are highlighted in yellow. All changes prior to this amendment are highlighted in green. All other terms and conditions remain unchanged.

SECTION SF 1449 - CONTINUATION SHEET

SOLICITATION/CONTRACT FORM

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The required response date/time has changed from 31-Mar-2025 01:00 PM to 07-Apr-2025 01:00 PM.

The following have been added by reference:

52.212-5 (Dev)(RMBO)

Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Products and Commercial Services (Deviation 2025-O0003/ Deviation 2025-O0004)

MAR 2025

The following have been modified:

PROFORMA

MILITARY SEALIFT COMMAND

TANKER TIME CHARTER (TANKTIME)

NOVEMBER 2023 (11-23)

PREAMBLE

1. This Request for Proposals (RFP) is a solicitation for offers to perform a Charter Party (the

“Contract” or the “Charter”) in accordance with the terms and conditions herein.

2. The Charter, when awarded, will consist of the completed Standard Form (SF) 1449, this

Preamble, and Parts I through IX.

3. The signature of the Contracting Officer on SF 1449 signifies acceptance of the Contractor’s proposal and award of the Charter. 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 boxes in Parts II through IX shall be to Part I boxes unless otherwise stated.

4. 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.

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LIST OF EFFECTIVE CHANGES

Revision Number

Description Date

N/A Part II FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services (NOV 2023); Updated.

Nov 2023

Part II(a)(1)(i)(A) In General; paragraph revised.

Part II(a)(4); paragraph revised.

Part II(g)(1) Invoice; first sentence revised.

Part II(o)(2) Regulatory Compliance; paragraph revised.

Part II(o)(7) Age of Vessel; paragraph revised.

Part II(r) Compliance with Laws Unique to Government Contracts; updated.

Part III(b) Mission; sentence revised.

Part III(c)(1) Charterer’s Instructions; revised.

Part III(f)(1) Manifest/Bill of Lading; revised.

Part III(k)(4) Cargo Tanks; revised.

Part IV(a)General Definitions; COI and HMPE added. MARPOL acronym revised.

Part IV(ah) In-transit Visibility; ASTARS deleted from Paragraphs 1 and 2.

Paragraph (3) deleted.

Part VI FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Products and Commercial Services (NOV 2023); updated.

Part VII Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Products and Commercial Services; updated title

Part VII(b); updated to read: The following clause(s) apply to contract(s) greater than $1,500,000.00

Part VIII Additional FAR and DFARS Clauses and Provisions; various clauses added. Updated and reformatted in its entirety

Part X FAR 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (SEP 2023); Updated

Part X(b)(xxii) Vessel’s IMO number; added

Part X(b)(xxiii) Company’s CAGE Code; added Part X(b)(xxiv) Provide vessel’s itinerary confirming the vessel can meet the layday(s); added

Part X(b)(xxv) Completed FAR 52.209-5; added (See TANKTIME Part XII;

submission in SAM fulfills this requirement.)

Part XI FAR 52.212-2 Evaluation—Commercial Products and Commercial Services (NOV 2021) (tailored pursuant to FAR 12.302(a)) – Spot Charter; title updated

Part XII(c)(3) FAR 52.212-3 Offeror Representations and Certifications— Commercial Products and Commercial Services (NOV 2023); updated

Part XII(c)(9) FAR 52.209-5 Certification Regarding Responsibility Matters (AUG 2020); added

Part XIII(a)(3) DFARS 252.204-7019 Notice of NIST SP 800-171 DoD Assessment Requirements (MAR 2022); updated

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MILITARY SEALIFT COMMAND

COMMERCIAL SERVICES ACQUISITION

TANKTIME CHARTER

TABLE OF CONTENTS

PART PAGE NO.

I TANKTIME BOXES I-1 – I-9

II FAR 52.212-4 CONTRACT TERMS AND CONDITIONS –

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES II-1 – II-14

III TANKER TIME TERMS AND CONDITIONS III-1 – III-8

IV TIME CHARTER COMMON TERMS AND CONDITIONS

IV-1 – IV-32

V TANKER TIME ADDITIONAL CONTRACT REQUIREMENTS

(AS APPLICABLE) V-1 – V-7

VI FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED

TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES VI-1 – VI-10

VII CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE

ACQUISITIONS OF COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES VII-1 – VII-9

VIII ADDITIONAL FAR AND DFARS CLAUSES AND PROVISIONS VIII-1 – VIII-8

IX ATTACHMENTS IX-1 – IX-7

X INSTRUCTIONS TO OFFERORS X-1 – X-9

XI FAR 52.212-2 EVALUATION - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES XI-1 – XI-3

XII OFFEROR REPRESENTATIONS AND CERTIFICATIONS

REQUIRED BY FAR XII-1 – XII-33

XIII OFFEROR REPRESENTATIONS AND CERTIFICATIONS

REQUIRED BY DFARS XIII-1 – XIII-7

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MSC TANKTIME 2023

Vessel(s):

Contractor, Unique Entity Identifier (UEI), CAGE, TIN (and TIN of parent, if applicable):

PART I - TANKTIME BOXES

Solicitation Number (date): N3220525R0002 (28FEB2025) Contract Number (date):

1. Vessel(s) Required:

The vessel’s requirements are provided as Attachment IX(I) – Performance Work Statement.

2. Place/Range of Delivery:

US West Coast, Port in CHOP

3. Place/Range of Redelivery:

US West Coast, Port in CHOP

4. Charter Period

Base Period of one (1) Year or 365 Days, three (3) 1 Year option periods (including one leap year for 366 Days), and one 11-Month or 334 Day option period.

5. Laydays:

Commencing: 12 JUL 2025

Cancelling: 21 OCT 2025

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

The following sections of PART V of the contract apply:

(a), (a)(B), (b), (c), (g), (h), (i), (k)

The following sections of the contract have been set as RESERVED:

PART II(a)(4) PART III(k)(viii)

Solicitation Number (date): N3220525R0002 (28FEB2025) Contract Number (date):

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7. Vessel/Flag/Year Built: 8. Proposal Firm Until:

9. Amendments Acknowledged (amendment numbers and dates):

10. Contractor (name, address, phone, e-mail, fax):

CPARS POC, if different from above (name, email):

11. Broker (address, phone, e-mail, fax):

12. Remittance Address for Hire (if other than Box 11)

Full Operational Status (FOS) – Per Day 13a. Base Period: 365 Days $ 13b. 1st Option: 365 Days $ 13c. 2nd Option: 366 Days $ 13d. 3rd Option: 365 Days $ 13e. 4th Option: 334 Days $ 13f. FAR 52.217-8: 183 Days $

14 through 16. Reserved

17. Delivery/Redelivery Bonuses: Must be Explained by Offeror

18. Reserved N/A

19. Laydays Proposed: 20. Estimated Readiness Date:

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VESSEL DATA

21. Vessel type and, if applicable, MARAD design type:

22. Place built: 23. Year built: Flag:

24. INMARSAT Identification No. 25. Vessel's e-mail/fax:

26. Call Letters: 27. Official Number:

28. Net registered tonnage: 29. Panama Canal tonnage:

30. Gross registered tonnage: 31. Suez Canal tonnage:

32. Beam (extreme)

a. ft: b. m:

33. Length Overall:

a. ft: b. m:

34. Immersion (on draft in Box 36):

a. LT/in: b. t/cm:

35. Length between perpendiculars:

a. ft: b. m:.

36. Summer mean draft:

a. ft b. m:

37. Deadweight capacity (on draft in Box 36)

a. LT: b. t:.

38. Displacement, loaded (on draft in Box 36):

a. LT/in: b. t/cm:

39. Summer Load Line Freeboard:

a. ft: b. m:.

40. Shaft Horsepower:

a. hp: b. kW

41. Brake Horsepower:

a.. hp: b. kW:

42. Nationality of Master, Officer, and crew: 43. Number of people other than crew that can be carried:

44. Classification society entered and class assigned:

45. ISM certification? _____Yes _____No If yes, expiration date:

46. Insured value of Vessel (USD): 47. Vessel's present position/destination:

48. Last drydock date (mm/dd/yy): 49. Next drydock date (mm/dd/yy):

50. MarAd subsidized vessel? _____Yes _____No

51. Oil-pollution liability P&I coverage (maximum USD):

52. Member of ITOPF? _____Yes _____No

CARGO ARRANGEMENTS

53. Number of cargo tanks: 54. Number of natural segregations with double valves:

55. Number of grades of cargo that can be loaded/discharged simultaneously, using separate lines, pumps, and manifold connections:

56. Cargo cubic capacity (98% full ex slop tanks)

a. Bbls: b. m3:

57. Segregated clean ballast tank cubic capacity (98% full)

a. Bbls: b.. m3:

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58. Slop tank capacity (98% full)

a. Bbls: b. m3:

59. List cargo tanks , coating type for each tank, and date of each coating:

SYSTEM DESCRIPTION (bbls and/or m3) (Identify cargo, ballast, and slop tanks)

60.

SYSTEM # TANK # PORT CENTER STARBOARD SUBTOTALS

61. Manufacturer/type/designation of tank coating(s):

62. Number of manifolds on each side: 63. Composition of manifolds:

64. Distance, bow to center manifold:

a. ft.: b. m:

65. Distance, stern to center manifold:

66. Distance, rail to center manifold:

67. Distance, deck to center manifold:

68. Last cargo: 69. Next-to-last cargo

70. Heating coils/composition (describe):

71. Inert gas system (describe):

72. Vapor recovery system (describe):

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PUMPS

73. Number and type of cargo pumps:

74. Capacity of cargo pumps (at 100 psi at manifold):

a. Bbls per hour: b. m3 per hour:

75. Number and type of stripping pumps:

76. Capacity of stripping pumps (at 100 psi at manifold):

a. Bbls: b. m3:

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GEAR

77. Number, location, and SWL capacity of winches, derricks, booms, and cranes:

MOORING ARRANGEMENTS

78. Number, location, brake holding power of mooring winches:

79. Number, length, and diameter of wires:

80. Breaking strength of wires:

81. Number, length, diameter of mooring ropes:

82. Breaking strength of mooring ropes:

CASUALTIES / DEFICIENCIES / WARRANTS

83. Has Vessel been involved in any serious grounding or collusion within a period of five years from the submission date of this proposal? If yes, include a full description.

84. Has Vessel been involved in any pollution incident within a period of five years from the submission date of this proposal? If yes, include a full description.

85A. Are any deficiencies lodged by any regulatory body outstanding against the Vessel. If yes, include a full description.

85B. Identify any port(s) in which you have any active arrest warrants or similar actions pending that would either delay the vessel from performing, or otherwise prevent the vessel from free entry/departure.

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INSPECTIONS

86. List oil company vetting inspections conducted during the past year and date of expiration.

FUEL CONSUMPTION AT SERVICE SPEEDS

87. Average warranted speed (knots, for laden, moderate weather): 88. Average warranted speed (knots, for ballast, moderate weather):

89. Average fuel consumption (net bbls at 60F and grade(s): for laden, moderate weather passage at speed identified in Box 87):

90. Average fuel consumption (net bbls at 60F and grade(s): for ballast, moderate weather passage at speed identified in Box 88):

91. Auxiliaries underway fuel consumption (net bbls at 60F and grade(s), only if not elsewhere identified):

92a. In-port idle period fuel consumption (net bbls at 60F and grade(s)):

92b. In-port discharge period fuel consumption (net bbls at 60F and grade(s)):

93. Discharge/Ballasting/Deballasting fuel consumption (net at 60F and grade(s)):

Grade: Bbls: m3:

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FUEL CONSUMPTION AT VARIABLE SPEEDS

Average fuel consumption (net bbls at 60F for all grades and all engines/auxiliaries utilized while underway over moderate-weather passages at the speed, ranges, and grade(s) indicated)

94: Grades Consumed:

95a. LADEN TO SUMMER MARKS 95b. BALLAST

Knots Net bbls per mile Net bbls per day Operating Range

(NM)

Knots

Net bbls per mile Net bbls per day Operating Range

(NM)

6> 6> 7> 7>

8> 8>

9> 9>

10> 10>

11> 11>

12> 12>

13> 13>

14> 14>

15> 15>

16> 16>

17> 17>

18> 18>

19> 19>

20> 20>

21> 21>

22> 22>

23> 23>

24> 24>

25> 25>

96. Minimum Vessel fuel specifications:

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CONTINUATION

97. Space for continuation of responses (refer to prior box numbers)

Box No. Description

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PART II. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS —COMMERCIAL

PRODUCTS AND COMMERICAL SERVICES (NOV 2023) (tailored pursuant to FAR 12.302(a))

* Indicates that the clause is not tailorable.

^Indicates that the clause has not been tailored.

(a) INSPECTION (TAILORED)

(1) In General

(i) The Vessel and Associated Equipment shall be subject to the Government's inspection as to suitability for the required service prior to delivery and subject to subsequent inspections at any time during the period of this Charter to determine continuing suitability for the required service as well as to determine whether the material condition of the Vessel and Associated Equipment will prevent effective operation during basic and optional periods (if any) of this Charter. Such inspections shall include but not be limited to:

(A) Condition and operability of all cargo handling gear including cargo pumps, inert gas system, segregated ballast tank pumps, and status of regulatory body inspections of same;

(B) Condition and operability of navigation, communication, and environmental protection equipment and existence of appropriate technical manuals and onboard spares;

(C) Condition (tightness and preservation) of hull, deck plating, superstructure, divisional bulkheads and the operability of ground tackle;

(D) General material condition and maintenance of the Vessel and tanks;

(E) Condition, operability, and certification of required safety and firefighting equipment;

(F) Operability and safety of engineering spaces and equipment;

(G) Bunker survey;

(H) Hydrostatic test of all cargo systems (125 psi);

(I) Condition of all equipment required under this Charter particularly in respect to pollution avoidance;

(J) Condition of tank coatings.

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(ii) The Government further reserves the right to have the Vessel surveyed at any time by an independent surveyor.

(iii) If in the opinion of the Government Inspector or independent surveyor deficiencies exist that preclude the adequacy of the Vessel for the assigned service, a notice for correction will be issued. In the event that the stated deficiencies are not corrected in a reasonable period of time and in the opinion of the Contracting Officer (based upon the recommendation of the Government Inspector and/or the independent surveyor) the Vessel is inadequate for the intended services or unable to operate for the remaining period of the Charter as a result of these deficiencies, the Government reserves the right to cancel this Charter at no cost to the Government at any time during its term or to take any other action available under this Charter Party or authorized by law.

(2) Predelivery Inspection. A predelivery inspection of the Vessel with tanks gas and ballast free and clean may be held at Charterer's option; such inspection shall be of an advisory nature only. At any such inspection, any representation of a Government representative present, or lack thereof, shall not be binding on the Charterer. This inspection shall be conducted, if possible, in a shipyard and on a date mutually agreeable to the Owner and the Government. The Owner will be advised of the condition of the Vessel, Associated Equipment and tank coatings as found by the Inspector. This predelivery procedure is to enable the Owner to correct any deficiencies discovered before the delivery inspection in view of the Charterer's requirements that tank coating failures shall not exceed two percent (2%) of the total surface area in each tank in order for the Vessel to be acceptable on delivery. The results of any predelivery inspection under this paragraph shall further be without prejudice to any later determinations that the Vessel, Associated Equipment or Vessel tanks are unsuitable under this Charter Party, whether made at the delivery inspection or at any time during the period of the charter period including options if exercised.

(3) Service Inspection

(i) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may –

(A) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(B) Reduce the contract price to reflect the reduced value of the services performed.

(ii) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may –

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(A) By contract or otherwise, perform the services and charge the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(B) Terminate the contract for default.

(4) Vessel must arrive at load port in a clean, gas-free condition, and be ready for internal tank inspection by Defense Logistics Agency-Energy (DLA-E) Quality Assurance Representative (QAR). Contractor shall provide (Owner’s account) a certified marine chemist to certify tanks safe for entry for internal tank inspection by Government/Charter representative. If a prior (last and next to last) cargo contained a percentage of benzene, Owner’s certified marine chemist must also measure toxicity for benzene content and certify safe for entry. If partial shipment is offered, adjacent tanks next to Government cargo are to be gas-free. Last and next to last cargoes carried in tanks must be an approved product. The use of copper and copper alloys (brass, bronze, etc.) in vessel compartments, pipelines, heating coils, fittings, etc., that may come into contact with cargo is not permitted in vessels chartered by MSC to carry petroleum products, unless vessel possesses a current DLA-E waiver. Vessel must be equipped for both pier side and at anchor cargo operations. Contractor shall arrange oil spill protection and cleanup.

Vessel shall have spill prevention booms for use during lightering operations. Vessel shall have adequate fendering for alongside operations and be able to lighter (skin to skin) from/to another tanker.

*(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 Government-wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) CHANGES (TAILORED)

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

*(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 Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is

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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)

The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. Additional definitions are listed in Part IV.

(f) EXCUSABLE DELAYS (TAILORED)

(1) Excepted events. Neither the Vessel, her Master, the Owner, nor the Charterer shall, unless otherwise in this Charter Party expressly provided, be responsible for any loss or damage or delay or failure in performing hereunder arising or resulting from any act of God; act of public enemies, pirates, or assailing thieves; arrest or restraint of princes, rulers, or people; seizure under legal process provided bond is promptly furnished to release the Vessel; flood; fire; blockade; riot, insurrection, or civil commotion;

earthquake; or explosion. The Vessel 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.

(2) Notification. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(3) Reservation. The exceptions identified in subparagraph (1) above shall not be such as to affect the Owner's warranties respecting the condition of the Vessel, or the Owner's obligations respecting the services specified under this Charter. Defaults of subcontractors at any tier or the Owner’s failure to perform due to a labor disruption, labor dispute, or strike shall not constitute excepted events under subparagraph (1).

*(g) INVOICE

(1) The Contractor shall submit an invoice electronically via WAWF (or an original invoice and three copies, if required) 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, line item number and, if applicable, the order number;

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

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

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

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

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

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

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

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

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

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

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

^(h) PATENT INDEMNITY

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

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*(i) PAYMENT

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

(j) RISK OF LOSS (TAILORED)

(1) Carriage of Goods by Sea Act (COGSA). Except as otherwise specified herein, the Owner, Vessel, and Charterer in all matters arising under this Charter Party shall be entitled to the like privileges, rights, and immunities (from the time the cargo is loaded until the time it is discharged from the Vessel) as are contained in 46 U.S.C. App. 1300- 1315. However, any references in COGSA to (a) notices of loss or damage or (b)

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limitation-of-action periods shall not apply to this Charter Party. For purposes of this Charter Party, the term "carrier" as used in COGSA shall mean "the Owner" and the term "shipper" shall mean "the Charterer."

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

(k) TAXES (TAILORED)

The contract price includes all applicable Federal, State, and local taxes and duties except as otherwise provided in this Charter Party.

^(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 (TAILORED)

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

(2) If this Contract is terminated while the Contractor has possession of Government goods, the Contractor shall, upon direction of the Contracting Officer, protect and preserve the goods until surrendered to the Government or its agent. The Contractor and Contracting

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Officer shall agree on payment for the preservation and protection of the goods. Failure to agree on an amount will be a dispute under the Disputes clause.

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

^(n) TITLE

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

(o) WARRANTY (TAILORED)

(1) General. The Owner warrants that the Vessel performing under this Charter Party shall be in full conformity with the requirements of this Charter Party, from the time of delivery and thereafter during the currency of this Charter Party. In particular the Owner warrants that the Vessel is as described in Part I of this Charter Party and, if required under this Charter Party (see DFARS 252.247-7025 at VIII(b)(20) concerning requirements for reflagging work in U.S. shipyards), that the Vessel shall be under U.S.

flag upon delivery. Should any specification of the Owner in the Contract be in excess of a required specification elsewhere in this Contract, the Owner’s specification shall prevail over the required specification.

(2) Regulatory compliance. The Owner warrants that the Vessel 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 Vessel will be ordered hereunder. The Vessel shall additionally operate in compliance with the International Safety Guide for Oil Tankers and Terminals. The Vessel shall be delivered and maintained in the highest class of a recognized classification society and be in compliance with all current safety, health, and pollution regulations promulgated by appropriate authorities, including the latest applicable ISO/IMO regulations. The Owner warrants that the Vessel shall be entered with the International Tanker Owners Pollution Federation Limited (ITOPF) for the duration of this Charter. The Owner further warrants that the Vessel shall have on board during the currency of this Charter Party all certificates, records, or other documents required by the aforesaid conventions, laws, regulations, and requirements.

(3) 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 in the operation of all of the Vessel’s equipment.

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(4) Fuel and speed warranty.

(i) Moderate weather: service speeds.

(A) Laden. The Owner warrants that, unless otherwise ordered by the Charterer, the Vessel is capable of maintaining, throughout the period of this Charter Party, the average speed in knots identified in Box 87 on any given moderate-weather passage from sea buoy to sea buoy while fully laden to summer marks. On any such passage as just described at the average speed identified in Box 87, daily fuel consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s) identified in Box 89, for the grade(s)/viscosity(ies) therein identified to be consumed.

(B) Ballast. The Owner warrants that, unless otherwise ordered by the Charterer, the Vessel is capable of maintaining, throughout the period of this Charter Party, the average speed in knots identified in Box 88 on any given moderate-weather passage from sea buoy to sea buoy while in a ballast condition. On any such passage as just described at the average speed identified in Box 88, daily fuel consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s) identified in Box 90, for the grade(s)/viscosity (ies) therein identified to be consumed.

(ii) Moderate Weather: Variable Speeds. For periods during which the Charterer orders the Vessel to operate at speeds other than those identified in Boxes 87 or 88, the Owner warrants that the Vessel's total fuel consumption (including all auxiliaries) in net barrels at 60 degrees Fahrenheit at those ordered speeds in moderate weather shall be at the average rates identified in Boxes 95a or 95b for the stated speed, range, and load conditions for the grade(s)/viscosity(ies) therein identified to be consumed.

(iii) Auxiliaries. The Owner warrants that the Vessel's fuel consumption

(underway/steaming/laden) in net barrels at 60 degrees Fahrenheit for all auxiliaries, in addition to any fuel consumption identified in Boxes 89 or 90, shall be at the average rate identified in Box 91 for the grades/viscosities therein identified to be consumed, regardless of speed or weather conditions.

(iv) Idle Periods. The Owner warrants that the Vessel's fuel consumption in net barrels at 60 degrees Fahrenheit during all periods at anchor or alongside berth shall be at the average rate identified in Box 92, for the grade(s)/viscosity(ies) therein identified to be consumed.

(5) Pollution Prevention and Safety Compliance. Owner warrants that the Vessel is in full compliance with the United States Oil Pollution Act of 1990 (OPA 90) and all applicable U.S. Coast Guard (USCG) regulations for safety and pollution prevention, including those regulations in 33 CFR Parts 155, 156, and 164, and amendments thereto. Owner warrants that it has submitted a Vessel Response Plan (VRP) for the Vessel, which

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complies with OPA 90 and with USCG regulations. Owner further warrants that the Vessel will be operated in full compliance with the legally applicable VRP requirements and any future VRP requirements. Owner further warrants that the Qualified Individuals listed in the VRP of the Vessel are readily available and their contract telephone numbers can be given to Charterer immediately upon request. Owner will provide evidence of such compliance within three working days from the date of the fixture.

(6) Financial Responsibility. Owner warrants that it has secured, and carries aboard the

Vessel, a Vessel Certificate of Financial Responsibility (Water Pollution) issued by the USCG in accordance with 33 C.F.R. 138.65.

(7) Age of Vessel. Owner/Offeror warrants the availability of a vessel throughout the whole charter period. For vessels that will exceed 15 years during the charter period, the vessel shall be enrolled in their classification society’s Condition Assessment Program (CAP) and be rated CAP 2 or better before commencement of vessel’s (15th) year.

For those tankers whose vessel’s age will exceed 20 years during the charter period, the Owner/Offeror must provide a suitable like substitute vessel that shall possess the shall possess the same or greater characteristics as the Vessel being replaced. The charter rate shall remain unchanged from that contained in this charter. Approval of a Vessel substitution is a matter for the Charterer's sole discretion.

Under this substitution, Contracting Officer shall be provided vessel characteristics and full information sufficiently in advance to permit the Charterer to determine acceptability of the substitute vessel suitability in accordance with the Substitution section of this charter, and at least 18 months (new-build) and 12 months (existing vessel) prior to providing NOR and delivery of the substitute vessel.

Information shall include, but not be limited to:

(i) Statement as to whether replacement vessel will be a new build or reflagged existing vessel.

(ii) Details of the substitute vessel’s technical characteristics

(iii) Plans and general arrangements of the substitute vessel

(iv) For new build, the Owner/Offeror shall provide the building plans and notice from shipyard of intent to build replacement vessel.

(v) Timeline for delivery of vessel, to include all necessary modification to meet

MSC required programs for ATFP, CBRD-N and classified communication suite.

Failure to provide a vessel acceptable to the charterer may be considered a breach of this charter and subject to all the rights and remedies of the Government herein are in addition to any other rights and remedies provided by law or under this Contract.

(8) Remedies. Should actual performance or readiness condition of the Vessel show any failure to satisfy one or more warranties or other Charter requirements not due to the fault of the Charterer, the hire may be equitably decreased, this Charter may be terminated, or

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the Vessel may be placed off-hire, at the Charterer's option so as to indemnify the Charterer to the extent of such failure. However, in all cases the Owner shall bear the cost of excessive fuel consumption resulting from the Owner’s breach of its fuel warranties. The foregoing remedies shall not limit other recoveries available under law or within this Charter.

(9) Communications/Navigation Equipment. Vessel shall be equipped with all navigation equipment required by USCG or flag state (if non-US Flag) as appropriate and in full compliance with all international requirements and regulations. Vessel must also have INMARSAT, facsimile and email capability and, if not included elsewhere, contractor shall provide contact numbers for same on award.

^ (p) LIMITATION OF LIABILITY

Except as otherwise provided by an…