J-18_Access_and_User_Agreement.docx

UNCLASSIFIED

DEPARTMENT OF THE NAVY

Access and User Agreement For

USS SAMPSON FY18 DSRA

N4523A – 18 – R – 0550 Attachment J-18

Background:

1. Purpose. To provide the LMA with the access and user agreement information that will be required in order to perform ship repair operations in Vigor Shipyard.

Obligations:

1. Inspection. The LMA shall independently inspect the Vigor Shipyard facility (Yard), the Vigor Equipment, and Vigor’s Resources, and will confirm that they are suitable for LMA purposes, and accepts the Yard, the Vigor Equipment and the Services AS IS. The LMA will not modify or alter the Yard or any Vigor Equipment, and the LMA acknowledges that Vigor will not be obligated to make any improvements or modifications to the Yard, to the Vigor Equipment, or to any other personal property or improvements at the Yard, or to terminate, remove or replace any Vigor Resource.

2. Physical Access. The LMA will not allow any person to access the Yard other than LMA or assigned LMA subcontractors and LMA teaming partners who need to access the Yard in order for the LMA to operate, maintain and/or repair the Vessel.

3. Vessel Docking and Un-Docking Evolutions. LMA represents, warrants and agrees that if the Vessel uses the dry-dock, the LMA’s Project Manager must: (a) be present during each docking and un-docking evolution of the Vessel; (b) accompany the Docking Contractor during the dry-dock walkthrough prior to the ship’s docking and un-docking evolutions and (c) assure that adequate handling lines are placed on the Vessel and manned upon its return to the water. The LMA will provide reports to the Docking Contractor monthly during the ship’s availability and within 7 days prior to docking and un-docking of the ship. The LMA shall maintain ship’s weight and moment and provide said report to the Docking Contractor to support stability calculations for docking and un-docking the ship.

4. Cooperation. LMA understands that Vigor, its other LMAs and their respective personnel may also be working at the Yard during the Term. LMA will not block any roadways or interfere with or delay the work of Vigor, its other LMAs or any of their personnel or resources.

5. Compliance with Law. LMA will ensure that LMA, the Vessel, the LMA Equipment, and the LMA’s Personnel and Resources at all times while present at the Yard comply with all local, state and federal laws, ordinances, regulations and orders, including those related to equal employment opportunity laws, minority and disadvantaged and women business enterprise laws, the Occupational Safety and Health Act in its federal and state versions, tax laws, prevailing wage laws, and all other laws that apply to LMA, the Vessel, and LMA’s personnel and resources.

6. Permits, Fees, and Licenses. LMA will be responsible for obtaining, paying for, and maintaining all necessary permits, fees, licenses, assessments, inspections, taxes, approvals and certificates relating to the Vessel, LMA, and the LMA Equipment. In addition, LMA will (a) ensure that each of its Resources has all permits, licenses, work authorizations, and security clearances; (b) select and supervise the performance of its Resources; (c) use only adequately trained Resources to work on the Vessel; and (d) maintain a sufficient labor pool to complete the work on the Vessel by the last day of the Regular Term.

7. Safety; Environmental; Sanitation, Housekeeping, Maintenance and Repair. Without in any way limiting LMA’s obligations under Section 5 (Compliance with Law) above or Section 15 (Termination) below:

7.1 Safety. LMA will, at least 24-hours before the Vessel’s arrival at the Yard, give Vigor written notice of any hazardous, extremely flammable, corrosive, or explosive material on or in the Vessel that poses a significant risk of harm to property or person. LMA will, and will ensure that its Resources, while present at the Yard, exercise due care for the protection of life and property from injury or damage. Without limiting the preceding, LMA will at all times: (i) comply with Vigor’s safety and security guidelines for the Premises, as they may be modified from time to time (available at http://vigor.net/, or upon request); and (ii) conform to the highest safety practice standards while at the Yard. LMA acknowledges that the Yard is a tobacco-, alcohol- and drug-free facility. LMA will ensure that its Resources comply with Vigor’s tobacco-, drug- and alcohol-free work environment and with Vigor’s other policies. LMA will, at its expense, conduct post-accident and reasonable-cause drug and alcohol screening tests.

7.2 Environmental Best Practices. LMA will, and will ensure that the Vessel, the LMA Equipment, and LMA’s Resources at all times while present at the Yard comply with: (i) all local, state and federal laws, ordinances, regulations and orders related to environmental protection; the use, storage, generation, production, treatment, emission, discharge, remediation, removal, disposal or transport of any hazardous substances; or any other environmental matter; and (ii) Vigor’s environmental Best Management Practices, as they may be modified from time to time (available at http://vigor.net/ or upon request).

7.3 Sanitation, Housekeeping, Maintenance and Repair. LMA will, while present at the Yard: (i) properly dispose of all debris, trash, and hazardous materials brought onto the Yard or generated or released by the Vessel, LMA’s Equipment, LMA’s Resources, or otherwise related to LMA’s work at the Yard and will keep the Yard free from debris and unsafe conditions; (ii) maintain the Berth, the Storage Area and, when being used for the benefit of LMA and/or the Vessel, the Vigor Equipment, in as good condition as when LMA obtained access to the Yard (fair wear and tear excepted); and (iii) take reasonable precautions to protect the Yard, the Vigor Equipment, the Vigor Resources, the LMA Equipment and other LMA personal property, and the personal property of others. LMA will, at Vigor’s option, either repair or pay Vigor to repair, any damage to the Yard, to the Vigor Equipment or to any other personal property or improvements at the Yard caused by LMA, the Vessel, its owner or their Resources. LMA will notify Vigor immediately upon the occurrence of any such damage.

8 Project / Site Management. The person specified in the LMA Request will serve as LMA’s project manager under the applicable Contract. LMA’s project manager will oversee the Vessel, the LMA Equipment, and the LMA’s Resources, will be the primary point of contact between LMA and Vigor, and will have the power and authority to bind LMA and the Vessel. The person specified in the Vigor Response will serve as Vigor’s site manager. Vigor’s site manager will oversee the performance of the Services, will be the primary point of contact between LMA and Vigor, and will have the power and authority to bind Vigor. Neither Party may reassign or remove its project or site manager without reasonable advance notice to the other Party. LMA acknowledges that Vigor’s site manager and other Vigor representatives may at any time be present at the Yard and may inspect LMA’s compliance with the Contract. LMA will provide Vigor’s representatives reasonable access to the Berth and the Storage Area and any other portion of the Yard occupied by LMA or its Resources. Any approval or inspection of LMA’s work, procedures, processes, or schedule will not in any way limit or diminish LMA’s obligations, or increase or expand Vigor’s liability, under this Agreement.

9 Non-solicitation. During the term of the Master Agreement and for a period of one (1) year after its termination, LMA will not, directly or indirectly, solicit, divert or hire (or attempt to solicit, divert or hire) to or for LMA or any other company or business organization, any person that was employed by Vigor at the Yard during the term of this Agreement, whether or not that person is or was a full-time, part-time or temporary employee, whether or not that employment is or was pursuant to a written agreement, and whether or not that employment is or was for a determined period or at will.

10 Signage. LMA will not, without Vigor’s prior consent (which it may grant or withhold in its sole discretion), erect any temporary or permanent signs on or at the Yard. All signs installed by LMA at the Yard must be removed by the last day of the Term and the sign location returned to its former state.

11 Termination. LMA will, by the last day of the Regular Term: (a) remove from the Yard: (i) the Vessel, (ii) the LMA Resources, and (iii) the LMA Equipment; (b) remove from the Yard and from all Vigor Equipment, and properly dispose of (i) all oil and any residue that has escaped from the Vessel, the LMA Equipment, and any other equipment, and (ii) all sand and other debris generated in connection with LMA’s work on the Vessel; and (c) return the Yard to the same or better condition as it was on the first day of the Regular Term (fair wear and tear excepted).

12 Disclaimer of Warranties. Vigor makes no representations or warranties whatsoever, and expressly disclaims all representations and warranties, express or implied, as to the condition or suitability of the Yard, the Vigor Equipment or the Services for any purpose, and Vigor expressly disclaims the warranties of merchantability, fitness for a particular purpose, and all other express and implied warranties, whether arising by law, course of dealing, course of performance, usage of trade or otherwise.

13 Limitation of Liability. Vigor will not be liable to the vessel, to the LMA, to the LMA’s Resources or to any person for any direct, indirect, incidental or consequential damages, for any lost profits, lost business opportunities, loss of use or down time, or for any punitive, OR FOR ANY punitive, exemplary, or special damages, arising under or related in any way to the Yard, the Vigor Equipment, the Vigor Resources, or any Contract, regardless of the legal theory under which those damages are sought, and even if Vigor was advised of the possibility of those damages or that loss. Without limiting the preceding, in no event will Vigor be liable to the LMA, to the Vessel, or to any other person for an amount greater than the fees Vigor received under the contract giving rise to the claim.

14 Indemnification

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