PE_RFP.doc

Section SF 1449 - CONTINUATION SHEET

MOBILIZATION

FFP

FOB: Destination

NET AMT

CHARTER HIRE

NET AMT

REIMBURSABLES

NET AMT

DEMOBILIZATION

NET AMT

PERFORMANCE WORK STATEMENT

1. General

This requirement is for one (1) chartered vessel to be used during the underway phase of exercise PHOENIX EXPRESS with will be conducted between 18 May –22 May 2015 to facilitate Maritime Interdiction Operations (MIO) boarding exercises in the vicinity of Gibraltar to Sardinia. The vessel will be used as a boarding platform to participate in compliant boarding scenarios.

2. Employment of the Vessel

The contractor shall provide one (1) Training Vessel to facilitate boarding exercises beginning east of Gibraltar and ending in the vicinity of Sardinia. The government Control Team will rendezvous at anchor or pier side Rota, Spain 17 May 2014 no later than 1600 hours local time. The government Control Team will consist of up to six (6) members and include a USN Petty Officer, a US Medical Officer, a US linguist, and a USN cameraman. Expected daily boarding periods are from 0800 to 1800 hours local time 18 – 22 May. Boarding events will occur in international waters adjacent to Morocco/Algeria starting in the morning of 18 May, Algeria/Tunisia on 20 May and in an 80 Square mile area approximately 60 miles south of Sardinia from 21 May until 22 May ending no later than 1900 hours local time. During the duration of the exercise, the training vessel will receive instructions from exercise controllers to reach way points consistent with the previously described movement and in the 80 square mile operations area south of Sardinia. The Control Team will disembark Training Vessel at anchor or pier side in Cagliari, Sardinia 22 May at 2200 hours local time.

3. Vessel / Contrator Requirements:

VESSEL REQUIREMENTS SHEET

CHARACTERISTIC

RANGE

14 KTS

60/80 SQ NM

4. Special requirements:

Notwithstanding any restrictions in this charter party to the contrary, the contractor agrees to the embarkation of up to an additional 16 government personnel (boarding team) multiple times a day.

5. Place / Range of Delivery: Rota, Spain on 17 May 2015 no later than 1600 hours local

6. Place / Range of Redelivery: Cagliari, Sardinia on 22 May 2015 no later than 1900 hours local

7. Charter Period:

17 – 22 May (6 days)

OTHER CONTRACT REQUIREMENTS

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

DAILY HIRE RATE STRUCTURE

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. This Rate does not include port charges or the price that the Contractor pays for fuel.

WAGE Determination (N2010-205 R7) Is incorporated into this contract and is available upon request.

Delivery

The Vessel(s) and all Associated Equipment shall be delivered in the condition described below to the Charterer at a port or place indicated above not later than 0700 hours local time (place of delivery) on the canceling date stated. The Contractor shall present written notice of readiness during office hours to the appropriate identified Government official 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, by the Government 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 0700 hours local time (place of delivery) on the stated canceling date. Nothing in this paragraph shall limit any remedy of the Government otherwise available at Law, in Equity or under this Charter Party contract.

Condition. The Vessel 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 and Associated Equipment in such state during the period of the Charter Party.

Redelivery Unless lost, the Vessel shall be redelivered at a port or place stated in the contract. Charterer shall notify Contractor of the place and date of redelivery no later than the time shown in the above in the Notices of Redelivery.

TIME CHARTER

Charter period This Charter shall be for the periods designated in Period of Performance 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. 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 under clause 52.217-8.

TIME LOST

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 twenty-four (24) hours 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.

Excessive Time Lost

The Government may by written notice cancel this Charter or Contract at no cost to the Government whenever 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” clause of this contract. See clause 52.212-4 Addendum. 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.

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.

COMPLEMENT AND CREW

VESSEL COMPLEMENT AND CREW

The Master(s), Officers and entire crew shall possess valid and current certificates, licenses, and documents and have no felony convictions. The Master, Officers and crew of the Vessel(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 Vessel(s) shall be under the direction of the Government as regards the employment of the Vessel(s) under a given order, but shall not be under Government's orders as regards navigation, care, and custody of the Vessel(s). At least one member of the crew shall be fluent in English.

All contractor employees shall have in their possession photo identification at all times when working under this Charter Party Contract. Contractor shall provide, at least quarterly, a complete listing of all personnel assigned under the contract to include name, qualification and position held. It shall also indicate those personnel essential to operate the vessels under emergent conditions.

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

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.

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 clause contained herein; or deviation for the purpose of landing any ill or injured person on board other than any passenger, supercargo, or military personnel who may be carried at Charterer's request; or by any other cause whatsoever preventing the full working of the Vessel, the payment of hire shall cease for all time lost until the Vessel is again, at a position not less favorable to the Charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service. Should the Vessel deviate or put back during a voyage contrary to the orders or directions of the Charterer for any reason, the hire is to be suspended from the time of her deviating or putting back until she is again, at a position not less favorable to the Charterer than that at which such loss of time commenced, ready and in a fully efficient state to resume her service. When the period of time lost to the Charterer on any one occasion is less than two (2) consecutive hours, the hire shall not be reduced for such period, provided no missions were missed during that period of time.

Costs for Owner

The cost of fuel consumed while the Vessel is off-hire, as well as all port charges, pilotages, and other expenses incurred during such period and consequent upon the putting in to any port or place other than that to which the Vessel is bound, shall be borne by the Owner.

Loss of Vessel

Should a Vessel be either lost or missing, or become a constructive total loss, the portion of the charter for such Vessel shall terminate and hire shall cease to be payable at the time of the loss or, if said time is unknown, at the time of the Vessel’s last received communication. If the Vessel 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 Vessel is ascertained, as the case may be.

Vessel Owner’s Insurance

(1) General. During the full period of this Charter Party, the Owner shall maintain marine insurance coverage on the Vessel, including Hull and Machinery, Protection and Indemnity (P&I), Pollution Liability, War Risk Hull and Machinery, War Risk P&I and Second Seamen's War Risk. Except as otherwise provided in this Charter Party, the expense for such insurance coverages shall be for the Owner's account and shall be deemed to be included in the hire payable under this Charter Party. Except as provided herein, the Owner shall be responsible for the cost of such insurance, including deductibles, premia, additional premia, calls, commissions, advancements, assessments, and overspill claims where applicable. Within 10 calendar days following award of the contract, the Owner shall notify the Contracting Officer in writing that the required insurance has been obtained.

(2) Limitation of Liability. Except as otherwise specifically provided herein, the Charterer shall not be liable for any loss, damage, expense, cost, or liability whatsoever and howsoever incurred by the Owner or Vessel, or which are imposed upon the Owner or Vessel by operation of law. Any Amount due the Owner under paragraph (1) shall be subject to setoff by the Charterer to the extent of any amount recovered under insurance carried by the Owner, or to the extent of any amount recoverable under insurance required by paragraph (1).

(3) Cancellation or Material Change in Coverage. All policies shall contain an endorsement stating that “in the event of cancellation or any material change in policies adversely affecting the interest of the Government in such insurance, the cancellation or change shall not be effective until 30 days after written notice thereto the Contracting Officer.” Wording such as “will endeavor to mail notice” or “failure to mail such notices shall impose no obligation or liability” is not acceptable.

(4) Charterer Named Assured. The United States of America shall be named as an additional assured with waiver of subrogation under the Vessel’s Hull and Machinery policy (and the Increased Value policy if applicable), the Vessel’s P&I entry, any additional pollution liability coverage, the Vessel’s War Risk Hull and Machinery policy including P&I, and Second Seaman’s War Risk.

War

(1) Voyage Instructions. Operating limits of the vessel subject to this contract shall be worldwide. If the Vessel is ordered under this Charter Party to any port, place, or zone involved in a state of war, warlike operations or hostilities, civil strife, or piracy (whether there be a declaration of war or not) where it might be reasonably expected to be subject to capture, seizure, arrest, or hostile act by a belligerent power (whether de facto or de jure), pirate, or terrorist, it shall be unreasonable for the Owner not to prosecute said voyage if insurance against said risks is then available commercially or under a Government program, or if the Government offers the Owner indemnification against said risks pursuant to Public Law 85-804.

(2) The Vessel Owner shall immediately notify the Charterer: (i) whenever any sailing orders will result in a vessel subject to this contract being sent beyond the limits of the War Risk Trading Warranties of insurance policies required under this contract (to include entry into a war risk exclusion zone or when the vessel will enter, sail for, or deviate towards the territorial waters of any of the Countries or places, or any other waters described in the Lloyd’s Joint War Committee’s current List of Areas of Perceived Enhanced Risk); (ii) if there are any changes to the War Risk Trading Warranties of insurance policies required under this contract (including changes to the exclusion zones or the List of Areas of Perceived Enhanced Risk) or changes to War Risk premiums, charges, or deductibles; or (iii) whenever additional premium charges or costs will be incurred as a direct result of compliance with any sailing orders issued by the Charterer under this contract. The Owner shall ensure that the insurers provide it relevant information in a timely manner. If the Owner has given this required notice to the Charterer, the Charterer will reimburse the Owner for the increase in costs (if any) of insurance premiums, charges, or deductibles which arise from the vessel sailing beyond the applicable War Risk Trading Warranties (including changes to the war risk exclusion zones) when entry into any exclusion zone or Area of Perceived Enhanced Risk under such insurance has been approved in advance by the Charterer. The issuance of sailing orders, by itself, does not constitute approval in advance by the Charterer. The Charterer may give the Owner notice and instructions concerning suspension of commercial War Risk insurance coverage and substitution of Government indemnity or Government War Risk insurance as detailed in the section entitled “Government War Risk Insurance/Indemnity” below.

(3) Additional Wage Costs. The Charterer shall reimburse Owner for the cost of provable additional master and crew wages (including all additional bonuses and payments required) to the extent that such additional costs arise directly from exposure of the Vessel, and/or Vessel’s master and crew, to the risks described in the paragraph entitled “Voyage Instructions” above. However, any of said wages or payments shall not exceed in amount that which would be payable, under applicable laws and regulations, to U.S. civil service mariners in the employ of the Military Sealift Command in a similar port, place, zone, or route. Owner shall notify Charterer of all anticipated additional wage costs prior to entering any location which would trigger such additional costs; and no such costs shall be reimbursable unless Charterer, after notification of such costs, provides approval to enter such location.

Government War Risk Insurance / Indemnity

(1) General. Upon receipt of notice and instruction from the Contracting Officer, as specified in the last sentence of Section (2) of the section entitled “War (j)” above, with respect to any area excluded by the War Risk Trading Warranties or included by the Lloyd’s Joint War Committee on the Hull War, Strikes, Terrorism and Related Perils Listed Areas (also known as Listed Areas of Perceived Enhanced Risk) under the Owner’s commercial War Risk coverage, the Owner shall, as soon as practicable, contact its insurance brokers or underwriters and arrange for the suspension of its commercial War Risk insurance upon entry of the vessel into, or extension of stay of the vessel in such area(s), or when the vessel will enter, sail for, or deviate towards the territorial waters of any of the Countries or places, or any other waters described in the Lloyd’s Joint War Committee’s current Listed Areas of Perceived Enhanced Risk, as the case may be, subject to resumption of its commercial War Risk insurance upon exiting such area(s). In such instances, the Owner shall accept the Government’s indemnity or War Risk insurance, whichever is applicable, in lieu of such commercial War Risk insurance. The Owner shall ensure that the suspension of its commercial War Risk coverage is coincident with the time that any Government indemnity or War Risk insurance becomes effective, and shall likewise ensure that its commercial War Risk insurance is resumed at the time when any Government indemnity or War Risk insurance becomes ineffective. The Owner shall retain the same risks, such as deductibles (if any), that it has under its commercial insurance.

(2) Government War Risk Insurance. Under the authority of 46 U.S.C. § 53905, the United States Maritime Administration (MARAD), at the request of Commander, Military Sealift Command, may furnish the following war risk insurance coverage, which will be effective during the vessel’s transit under this Contract in areas which are in war risk exclusion zones, or waters described in the current Lloyd’s Joint War Committee Listed Areas of Perceived Enhanced Risk, or otherwise excluded under the Owner’s commercial marine War Risk trading warranties, and which are designated by notice from the Contracting Officer to the Owner:

a. War Risk Protection and Indemnity insurance covering all liabilities up to an amount of $250,000,000;

b. War Risk Second Seaman’s coverage, the principal sum of which shall be $200,000 per Crew Member for loss of life.

(3) Government Indemnity. Under the authority of Public Law 85-804 (72 Stat. 972, August 28, 1958) and Executive Order 10789, as amended by Executive Order 11610, the Secretary of Defense or the Secretary of the Navy may authorize the Contracting Officer to indemnify the Owner against loss from risks that would be covered by MARAD war risk coverage as set forth in the paragraph entitled “Government War Risk Insurance” directly above.

REIMBURSABLES

PASS THROUGH REIMBURSABLES

The Government will reimburse the Contractor only for the actual price paid for those supplies and services that are expressly identified as 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.

To be eligible to receive reimbursement for services and supplies identified in this contract as 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 (1) through (3) 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 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.

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

(2) Identification of the proposed subcontractor and price

(3) 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

The Contracting Officer may reduce the 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 reimbursement is reduced shall be resolved in accordance with the “Disputes” clause of the contract. It shall be the Contractor’s burden to demonstrate that the price it paid for reimbursable supplies and services was fair and reasonable.

When the Contractor expects total funding expended for reimbursable items to reach 85 percent of the total funds available on each Reimbursable Supplies and Services CLIN, the Contractor shall notify the Contracting Officer 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 Reimbursable Supplies and Services CLIN at the time a reimbursable item is ordered.

The Government is not obligated to reimburse the Contractor for otherwise reimbursable supplies and services in excess of the funded amount stated in the Schedule under each Reimbursable CLIN.

The Contractor is not obligated to continue performance of any reimbursable work under this Contract or otherwise incur costs for reimbursable supplies or services in excess of the funded amount stated in the Schedule under each Reimbursable CLIN unless the Contracting Officer notifies the Contractor that the funded amount stated in the Schedule under the applicable Reimbursables 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.

No notice, communication, or representation from any person other than the Contracting Officer shall affect the Government’s obligation to reimburse the Contractor.

Change orders shall not be considered an authorization to exceed the funded amount stated in the Schedule under the Reimbursable CLIN unless they contain a statement expressly increasing the funded amount of the Reimbursables CLIN by a sufficient amount to cover the change order.

GOVERNMENT PERSONNEL

CHARTERER’S OPTION

The Charterer shall have the option of carrying passengers, assigning officers and/or enlisted personnel aboard the Vessel for duty purposes and appointing supercargo (supercargo as used herein is both plural and singular) as far as accommodations and inspection certification allow and in accordance with COMSC Instruction 3120.19 as amended. If supercargo remains onboard for over 24 hours, Charterer shall, in accordance with the Pass Through Reimbursables clause above, pay an amount of $30.00 per day, per person, covering all expenses including accommodations and victualling. Owner shall victual all other U.S. Government representatives, pilots, and Customs Officers when authorized by Charterer. Charterer shall pay $7.00 per meal for all such authorized and approved victualling provided as a result thereof.

MILITARY PERSONNEL

In addition to the carriage of personnel noted in subparagraph above, Charterer shall have the option to assign other military personnel aboard the Vessel. Such personnel are not to require victualling or berthing facilities from the Vessel unless requested by the military commander aboard, in which case the Owner will, in accordance with the Pass Through Reimbursables clause of this PWS, be reimbursed out-of-pocket expenses not to exceed the amount per person per day set forth in the subparagraph above. Charterer will supply life floats and jackets for the use of such military personnel carried aboard the Vessel during the Charter period. Such items are to be removed by Charterer at termination of Charter.

CHARTERER’S LIABILITY

The Charterer shall be liable to the Owner for any loss of the Vessel's fittings or appurtenances or any damage to the Vessel, her fittings, or appurtenances caused by the act of passengers, supercargoes, evacuees, or military personnel in the embarkation, carriage, or debarkation of passengers, supercargoes, evacuees, or military personnel to the extent such loss or damage is not payable under the Vessel's insurance policies. However, the Charterer shall not be liable for such damage unless written notice specifying such damage and, if obtainable, the name of the party or parties causing such damage shall have been given to the Charterer or its authorized representative within a reasonable time. Payment for any such loss or damage shall be by agreement of the parties and failure to agree shall be resolved under the FAR clause 52.212-4 (d) Disputes.

PLANS

INCIDENT REPORTS

In all instances in which any vessel being handled by Owner’s Vessel(s) sustains damage or is involved in any incident resulting in damage to vessels or property, or in bodily injury or death, Owner shall secure a report from the Vessel Master or Officer acting as pilot, and from any licensed pilot aboard the vessel being handled. Owner shall submit said report to the Contracting Officer via the COR within twenty-four hours following said incident, reporting the facts, listing deaths, reporting the extent of damages to property and any bodily injuries, and listing recommendations to prevent recurrence.

(a) ALTERATIONS. The Charterer shall be at liberty to make any additional alterations it may require beyond what is on board at the commencement of this Charter, such work to be done at Charterer's expense and on its time. The Charterer shall thereafter, during the period of this Charter, leave the Vessel in her original condition, ordinary wear and tear excepted, provided that the Contracting Officer is notified in writing within 30 days of completion of any alteration that the Contractor requests such restoration or removal. The Charterer shall be at liberty to install any equipment or defensive armament (including demagnetization by installed equipment or other process, e.g., degaussing, wiping, or deperming), to install any additional gear or equipment for loading, carrying or discharging cargoes, and to repaint the Vessel. Such work shall be done at the Charterer's expense and on its time and shall not be such as to be in contravention of any applicable law of the United States or regulation made pursuant thereto. Such equipment, armament, materials, and gear so fitted are to be considered "Government Property" under the terms of FAR clause 52.245-1. The Charterer shall, during the period of this Charter, remove the same together with any alterations and additions thereto at its expense and time and shall restore the Vessel to her condition and color prior to such changes, ordinary wear and tear excepted. The Government shall have the right to abandon in place any alteration or Government furnished property, unless the Contracting Officer is notified in writing within 30 days of completion of any alteration that the Contractor requests such restoration or removal.

(b) BROKER. The broker of this Charter, if any, shall be the party identified in the offer. Brokers must obtain a power of attorney executed by the vessel owners prior to submitting offers under their own signatures, signing representations and certifications or executing finalized contracts and must submit same to Government with the finalized contract. Any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this Charter shall be for the Owner's account.

(c) NO COST CANCELLATION OF CONTRACT. The Government shall have the right to cancel the contract at no cost upon 30-days written notice by the Contracting Officer in any option period.

(d) CHARTER NOT A DEMISE. Nothing herein contained shall be construed as creating a demise of the Vessel to the Charterer, the Owner under this Charter retaining complete and exclusive possession and control of the Vessel and her navigation.

(e) INVOICE ADDRESS. See DFARS 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS.

(f) LAWS GOVERNING. This Charter Party shall be governed by the laws of the United States.

(g) LIMITATIONS. The Owner shall have the benefit of all limitations of and exemptions from liability accorded to the Owner or Chartered Owner of the Vessel by any statute or rule of law for the time being in force except to the extent that contract terms entitle the Government to compensation from the Contractor for the Contractor's failure to perform the requirements and obligations of this Charter or such statute or rule of law limiting the Contractor's liability is subordinate to any statutorily mandated provision of this Charter Party by operation of law. Nothing in this Charter Party shall operate to limit or deprive the Owner of any statutory exceptions or limitation of liability (against parties other than the Charterer) on the theory of personal contract or otherwise.

(h) NEGLIGENCE OF PILOTS. The Government, as the Charterer, shall not be held responsible, liable, or accountable for losses sustained by the Owner or the Vessel through the negligence of pilots or tugboats although engaged by the Charterer. Pilots and tugboats shall be considered servants of the Owner.

(i) PORTS/PLACES.

(1) Safety. The Charterer shall exercise due diligence to order the Vessel to safe berths or places (or alongside vessels or lighters reachable on her arrival and designated/procured by the Charterer) that the Vessel can approach, lie at, and depart from always accessible, always afloat. The Charterer shall not, however, be deemed to warrant the safety of any berth or place and shall not be liable or accountable for any loss, damage, injury, or delay resulting from any unsafe condition at any berth or place unless caused by the Charterer's failure to exercise due diligence as aforesaid. Any lightering will be at the expense of the Charterer; however, in the event the Charterer directs the Owner to arrange for lighterage services, the Owner shall make all necessary arrangements therefore.

(2) Ice. The Vessel shall not be ordered or bound to enter any port or place inaccessible due to ice or at which lights, lightships, markers, or buoys on Vessel's arrival are (or are likely to be) withdrawn by reason of ice. The Vessel shall not be obliged to force ice. If a port or place to which the Vessel is ordered is inaccessible due to ice, the Master shall immediately notify the Charterer requesting revised orders and shall remain outside the ice-bound area. If there is danger of the Vessel being frozen in at any port or place, the Vessel shall, at Master's discretion, proceed to the nearest safe and ice-free position, at the same time requesting the Charterer's revised orders. Any delay or detention resulting from ice to be for the Charterer's account.

(j) OWNER’S OBLIGATION.

(1) Provisions, Insurance, Wages, Fees, and Other Expenses. The Owner shall, unless otherwise provided herein, provide and pay for all provisions; deck, engine room, and galley stores; lube oil; slop and garbage removal/disposal; fresh water; insurance on the Vessel; wages of, transportation of, and services for Master, Officers, and crew and consular fees pertaining to them in accordance with subparagraph (n)(1) (Port Charges and Expenses) above. The Owner will be responsible for all port charges associated with the foregoing.

(2) Dispatch. The Owner, through its agents, employees, and servants, shall commence and prosecute the voyages made pursuant to this Charter with utmost dispatch and shall render all customary assistance with the Vessel's crew and equipment.

(3) Logs. The Owner shall have maintained onboard the Vessel deck and engine room logs, true copies of which shall be retained by the Owner and made available to the Charterer at any time upon request and at no cost to the Government for a period of 10 years after the expiration of this Charter Party. Logs shall be legible and in English.

(k) READINESS. Readiness is a required service of the Vessel. Readiness shall be defined as the ability of a Vessel and Associated Equipment to perform the function for which designed, built, or chartered, including the ability to deploy without delays, whether or not so ordered to perform. If there is a degradation of this readiness, such that actual performance or condition of the Vessel or Associated Equipment shows any failure to satisfy one or more of the Owner's warranties or renders the Vessel in less than a fully efficient state, the hire will be proportionately decreased so as to indemnify the Charterer to the extent of such failure, this Charter Party to remain otherwise unaffected. Failure of the parties to agree upon the extent of the proportional decrease in hire shall be a dispute under the FAR clause 52.212-4(d) Disputes. Nothing in this clause shall limit the rights of the Charterer to place the Vessel off-hire pursuant to the Off-hire section of the contract.

(l) SALVAGE.

(1) All salvage moneys earned by the Vessel during the period of this Charter shall be divided equally between the Owner and the Charterer after deducting Master's, Officers' and crew's shares, legal expense, Vessel hire lost, if any, as a result of the salvage service, value of fuel consumed (which shall be paid in full to the Charterer from the salvage award), repairs of damage, if any, and other extraordinary loss or expense sustained as a result of the salvage service. Charter hire shall continue to be paid by the Charterer during deviations for the purpose of performing salvage service.

(2) When engaged in the carriage of Government cargo and if requested by the Charterer, the Owner agrees to accept Navy salvage services. Such services may be provided using Navy personnel and resources or Navy contracted resources.

(3) In providing such services, the Navy, through the Charterer, agrees to waive all claims for “pure” or “bonus” salvage. Instead, the Charterer shall be entitled to the following:

(a) In those cases in which the salvage services are provided by Navy personnel and resources, the salvage claim shall be limited to a schedule of current per diem rates and allowable expenses as established by the Navy’s Supervisor of Salvage. In no event shall such amount exceed a maximum claim of $25,000 per day.

(b) In those situations in which the Navy utilizes contracted resources to deliver assistance, the Owner shall be liable for the actual daily rate charged to the Navy by the Contractor(s).

(4) It is understood that this limited Supervisor of Salvage claim is asserted against the Vessel only, is solely for the Vessel's account, and does not include any amounts for the salvage of the Government's cargo. Notwithstanding any other provisions of this Contract, this limited Supervisor of Salvage claim IS NOT directly or by way of setoff chargeable in whole or in part to the Government by way of general average or otherwise.

(m) SAVINGS. The Owner agrees that any refunds, rebates, credits, discounts, insurance payments, or other amounts (including any interest thereon) accruing to or received by the Owner under this Charter shall be paid by the Owner to the Government to the extent that they are properly allocable to costs, expenses, or reimbursements for which the Owner has been reimbursed by the Government under the terms of this Charter. The foregoing shall apply to any savings to the Owner resulting from a fleet reduction, applied on a pro rata basis.

(n) STANDARDS OF APPEARANCE. It is important that the Vessel operation meets the highest possible standards of appearance and Vessel smartness. To this end, the Owner and operator will institute a continuous program of Vessel maintenance. The hull, decks, deckhouse, and all appurtenances will be cleaned and preserved as necessary and painted as required. The interior of the Vessel's deckhouses will be maintained in a clean and orderly state, with all equipage properly and securely stowed. The main and auxiliary machinery spaces will be kept clean and free of excessive accumulations of oil and debris. All spaces will be lighted to allow safe operation and correct maintenance of machinery and equipment.

(o) SUBCHARTER. The Charterer shall have the right, without the prior written consent of the Owner, to subcharter or agree to subcharter the Vessel under any form of time or voyage charter. If the Charterer shall enter into any such charter, the Charterer shall nevertheless remain responsible for the performance of this Charter. Any such subcharter shall include a provision that it is subject to the provisions of this Charter.

(p) WAIVER OF CLAIMS. All claims whatsoever under this contract must be submitted to the Contracting Officer pursuant to the clause entitled “Disputes” within six months of the accrual of the claim. All claims not so submitted shall be deemed waived by the Owner.

(q) GENERAL DEFINITIONS.

(1) "Assisting" - Movement of a tow, which is making use of, or which has available for use, her own propulsion

(2) "Associated Equipment" - Construed to include all Contractor-furnished or owned equipment necessary for performance under this Contract

(3) "Crew" – Members of the Vessel(s) identified in rate schedule.

(4) "Dry-docking" - For purposes of this Contract dry-docking shall mean any removal of the Vessel from the water for any purpose.

(5) "Line-handling" - Movement or transportation of the tow's lines ashore by Tug's crew

(6) "Master" – Master of the Vessel identified in the rate schedule

(7) "Overtime" – As shown in statement of work.

(8) "Owner" - That entity exercising commercial control of the Vessel(s) identified in the Rate Schedule; interchangeable with "contractor" and "offeror" and to include disponent owners and all the shipowner's and disponent owner's agents, employees, independent contractors, Master, Officers, and crew

(9) "Owner's Representative" - See "Representative", below

(10) "Place" - Any berth, dock, anchorage, submarine line, alongside any Vessel or lighter or any other place whatsoever to which Charterer is entitled to direct the Vessel hereunder

(11) "Representative" - Foreman, superintendent, dispatcher, supervisor, or manager employed and designated by Owner to respond to Government requests for service under this Contract

(12) "Vessel/Vessels" - Those Vessels identified in the Rate Schedule and any other Vessel(s) accepted by the Government for use under this Contract (the word "Vessel" as used in this Contract is both plural and singular).

NOTES ON CONTRACT

INVOICE INSTRUCTIONS

See clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) and the MSC Specific WAWF Instructions provided below as a supplement to 252.232-7003.

The SCHEDULE of Supplies and Services follows as the CLINS and the Performance Work Statement.

ECMRA

Enterprise-Wide Contractor Manpower Reporting Application (ECMRA)

The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Military Sealift Command via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities

(3) Y, Construction of Structures and Facilities;

(4) S, Utilities ONLY; and

(5) V, Freight and Shipping ONLY.

The contractor is required to completely fill in all required data fields using the following web address https://doncmra.nmci.navy.mil.

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk, linked at https://doncmra.nmci.navy.mil.

MSC WAWF

MSC SPECIFIC WIDE AREA WORKFLOW (WAWF) INSTRUCTIONS (AUG 2012)

The information contained in this instruction is supplemental to DFARS 252.232-7006.

The information contained in the table in DFARS 252.232-7006 is for WAWF purposes only. Information included in DFARS 252.232-7006 and this WAWF instruction apply only to WAWF Invoicing and WAWF Receiving Reports. Contradictory information elsewhere in this contract, e.g. Ship to DoDAAC, shall be followed per the terms and conditions of the contract.

When entering the invoice into WAWF, the Contractor shall fill in the DoDAAC fields or DoDAAC extensions exactly as shown in the table in DFARS 252.232-7006. Fields that should not be filled in when entering the invoice into WAWF will be indicated with the direction, “Leave Blank.”

In some situations the WAWF system will pre-populate the “Pay DoDAAC,” “Admin By DoDAAC” and “Issue By DoDAAC.” The Contractor shall verify that those DoDAACs automatically entered by the WAWF system match the information in the table in DFARS 252.232-7006. If these DoDAACs do not match, then the Contractor shall correct the field(s).

If Receiving Reports are required, ensure that the “Inspection” and “Acceptance” defaults of “destination” for both fields are not changed in the WAWF online interface.

The CLINs on the WAWF invoice shall be entered exactly as set forth in the contract document including CLIN number (e.g. 0001), Quantity (may be adjusted for actual quantity or dollar value delivered and invoiced), and Unit Price (e.g. $1.00). The dollar amounts on each CLIN or SubCLIN on the WAWF invoice shall reflect final performance values, but in no instance can the dollar amount for each CLIN or SubCLIN exceed what is specified in the contract document. The Contractor shall bill to the lowest level, e.g., the SubCLIN level. The Quantity and Unit of Measure fields must be filled out exactly as indicated in the CLINs and SubCLINs to reduce the possibility of the invoice being delayed or rejected during processing.

Before closing out of an invoice session in WAWF, but after submitting the document or documents, the Contractor will be given the option to send additional email notifications by clicking on the “Send More Email Notifications” link that appears on the page. The Contractor shall click on this link and add the Technical Point of Contact’s (TPOC) or Contracting Officer’s Representative’s (COR) email address in the first email address block and add any other additional email addresses desired in the following blocks. This additional notification to the Government is important to ensure the acceptor/receiver is aware that the invoice documents have been submitted into the WAWF system.

(End of instructions)

DELIVERY INFORMATION

22-MAY-2015

22-MAY-2015

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

(a) Definitions. As used in this provision--

Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

Federal contracts and grants with total value greater than $10,000,000 means--

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

Principal 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 ( ) has ( ) does…