RFP_N62387-15-R-2028.doc

Section SF 1449 - CONTINUATION SHEET

Charter Hire

FFP

Charter Hire

FOB: Destination

NET AMT

Dollars, U.S.

Reimbursables

Reimbursables

NET AMT

Dollars, U.S.

Mobilization

Mobilization

NET AMT

Dollars, U.S.

Demobilization

Demobilization

NET AMT

NOTES ON CONTRACT

This acquisition is being conducted under FAR 13.5 Test Program for Certain Commercial Items.

INVOICE INSTRUCTIONS

See DFARS clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008), DFARS clause 252.232-7006, Wide Area Work Flow Payment Instructions (MAY 2013) and the MSC Specific WAWF Instructions provided below as a supplement to DFARS 252.232-7003.

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

BOXES

B-1 BOX FORMAT

Vessel(s):

Owner, DUNS, CAGE, TIN (and TIN of parent, if applicable):

Solicitation Number (date):

N62387-15-R-2028 (12 May 2015) Contract Number (date):

TBD

1. Vessel Required:

See RFP PWS

2. Place/Range of Delivery:

Tyco International 1001 Sand Island Parkway, Honolulu, HI 96819-4347

3. Place/Range of Redelivery:

Tyco International 1001 Sand Island Parkway, Honolulu, HI 96819-4347

1. Charter Period

About 10 days

5. Lay Days:

Commencing and Cancelling on 16 June 2015 at 0800

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

None

Vessel(s):

the offer is firm until an award is made unless withdrawn.

9. Amendments Acknowledged (amendment numbers and dates)

12. Remittance address for hire (if other than box 10)

13. - 17. RESERVED

Vessel(s):

CHARTER HIRE RATES

FIRM PERIOD

DAILY RATES

18A.

USD per diem

21. Reserved

22. Other Costs:

LAYDAYS PROPOSED

23. Laydays Proposed:

24. Estimated Readiness Date:

VESSEL SPECIFICATIONS

Vessel(s):

GENERAL

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

a. (ft)

b. (m)

a. (ft)

b. (m)

a. (ft)

b. (m)

a. (ft)

b. (m)

a (LT)

b. (M)

a. (ft)

b. (m)

a. (hp)

b. (kW)

a. (hp)

b. (kW)

48. Classification society entered and class assigned:

No

Vessel(s):

GEAR

54. Number/location/SWL capacity of winches, derricks, booms, and cranes

Vessel(s):

FUEL CONSUMPTION AT SERVICE SPEEDS

57. Average warranted speed (knots, for laden, moderate weather)

58. Reserved.

59. Average fuel consumption (net bbls/MT at 60 deg F and grade(s): for laden, moderate weather passage as speed identified in Box 57)

60a. Average fuel consumption underway at slow-speed loiter (net bbls/MT at 60 deg F and grade(s))

60b. Average fuel consumption at anchor(net bbls/MT at 60 deg F and grade(s))

61. Auxiliaries underway fuel consumption (net bbls/MT at 60 deg F and grade(s), only if not elsewhere identified)

62. Inport fuel consumption (net bbls/MT at 60 deg F and grade(s))

FUEL CONSUMPTION AT VARIABLE SPEEDS

63. Average fuel consumption (net bbls/MT at 60 deg F for all grades and all engines/auxiliaries utilized while underway over moderate-weather passages

63A: Grades Consumed:

63 B. LADEN TO SUMMER MARKS

Knots

(NM)

Net bbls/MT per mile

Net bbls/MT per day

Operating

Range

01>

02>

03>

PLEASE COMPLETE BOX 63B IN ENTIRETY

04>

05>

06>

07>

08>

09>

10>

11>

12>

13>

14>

15>

CASUALTIES/DEFICIENCIES

55. Has vessel been involved in any serious grounding or collision within a period of twelve months from the submission date of this proposal? (include full description if "yes")

56. Are any deficiencies lodged by any regulatory body outstanding against the Vessel? (include full description if "yes")

Vessel(s):

FUEL GRADE

64. Minimum vessel fuel specifications

PERFORMANCE WORK STATEMENT

1.1. GENERAL. The Military Sealift Command requires one (1) U.S. flag or foreign flag vessel capable of providing cable laying. The vessel will be required to sail from Tyco International, Sand Island, Honolulu, Hawaii (HI) to the Pacific Missile Range Facility (PMRF), Kekaha, HI.

1.2. PERIOD OF PERFORMANCE. Period of performance is 10 days commencing 16 June to 25 June 2015 with an option for 3 days (23-25 June 2015).

1.3. PLACE/RANGE OF DELIVERY: Tyco International

1.4. PLACE/RANGE OF REDELIVERY: Tyco International

1.5. EMPLOYMENT OF VESSEL. Charter duration is about 10 days. It is estimated the vessel will be at sea 10 days without port calls. The at sea operations are estimated to consist of:

a. Mobilize at Tyco International 1001 Sand Island Parkway, Honolulu, HI 96819-4347

b. 1-1/2 days mobilize vessel with Government Furnished Equipment (GFE) at Tyco International

c. 1/2 day transit from Sand Island to Pacific Missile Range Facility (PMRF), Kekaha, HI

d. 4 days performing cable operations in accordance with section 1.7.1of the PWS

e. 1 day transit to Sand Island to demobilize

f. 3 days to cover weather contingencies

1.6. AREA OF OPERATIONS/MISSION. The vessel will operate within 3 nautical miles (nm) (5.6 kilometers) west of PMRF and up to 3 nm (5.6Km) South of PMRF.

a. The mission will require the following; recovery/re-positioning of two (2) cable ends in and EST 21.2 meters (m) water depth, pulling a 2 km cable from sea to shore through a previously horizontally drilled (HDD) pipe, moving an EST 500 m towards the cable ends, and splicing the 2 km cable to the recovered cable end.

b. The vessel shall remain in position for an estimated 36 hours during splicing operations without moorings.

c. The government provided divers and dive boat will locate and put buoys on the cable ends, install bell mouth on HDD pipe end, install camera’s on bell mouth and retrieve cable float balloons.

1.7. MINIMUM VESSEL REQUIREMENTS (TABLE).

Specifications

Accommodations

Dimensions

Facilities

Deck Electric Power

110-120 volt. 50-60 hertz, 2 single phase 20-amp circuits with 4 outlets minimum to power GFE personal computers, etc

Laydays

Comms Equipment

Maneuverability

Deck Equipment

Speed/Consumption

Other Reqs

Government Reqs

Port Operations

1.7.1 VESSEL MANEUVERABILITY: The vessel shall be equipped with a Dynamic Positioning (DP) control System capable of maneuverability under the following conditions:

a. The system shall be capable of holding station (with reference at the stern) within +/- 5 meters of a designated position (i.e. within 10 meters diameter circle) for up to 36 hours in weather conditions of Beaufort Wind Scale Number 5 (Winds 16-20 knots, moderate waves 2-3 meters in height, some foam and spray) within a heading allowance of +/- 60 degrees.

b. The DP system shall be capable of “tracking between multiple waypoints” along a designated track within +/- 25 meters (50 meter wide corridor) at steady speeds of 0.1 to 3.0 knots for continuous periods of several days in weather conditions of winds up to 26 knots and waves up to 3.6 meters and within a heading allowance of +/- 60 degrees.

c. The GPS shall be referenced at the stern and provide the center of rotation at the stern.

d. The vessel shall have the ability to load a predetermined list of waypoints and be able to track between those waypoints without sudden changes in speed or heading. Route Position List (RPL) and other salient coordinates will be provided as Government Furnished Information (GFI).

1.7.2. GOVERNMENT FURNISHED EQUIPMENT (GFE): The following GFE will be provided:

a. 2 kilometers of SL21E-SA type cable.

b. Computers, radio, printer, etc.,

c. Up to three (3) antennas and associated cabling

d. Up to fifty (50) m of SL21 single armor (SA) cable for the contractor to make sample joints The Government will be responsible for loading and offloading the GFE.

1.7.3. OTHER REQUIREMENTS. The government crew anticipates transiting with the vessel from Sand Island. The government crew plans to embark/disembark at Sand Island.

1.8. PORT OPERATION. Berthing facilities will be provided by the U.S. while vessel is docked at Pearl Harbor. Fuel, sewage disposal, food waste disposal, water, and power are not available at Sand Island. The use of Sand Island is for loading/unloading GFE and/or Government personnel embarking /disembarking.

GENERAL REQUIREMENTS

SUBSTITUTION OF VESSEL(S):

Substitution of vessel is not authorized during the ten day performance period except for a casualty that would prevent the vessel from performing the requirements fully. Substitution of vessel is authorized, but only for good cause shown and upon proper notice to the Government and approval of the Contracting Officer. Notice of intent to substitute by the Contractor shall identify the vessel being substituted and the vessel for which substitution is being made and shall provide the Contracting Officer with sufficient information on which to base a determination regarding good cause for substitution and the acceptability of the nominated substitute vessel. Notice shall be submitted in writing and shall be submitted sufficiently in advance to permit the Contracting Officer to make a reasoned determination regarding good cause and substitute vessel suitability. If circumstances require oral notification, said notice shall provide all of the above required information and shall include a statement of circumstances that preclude a written notice prior to substitution. Confirmation of the information given in an oral notice shall be submitted to the Contracting Officer in writing within forty-eight (48) hours of the giving of oral notification.

The Contractor shall fix and deploy a substitute vessel within a period of six (6) hours of submission of notice of substitution or within six (6) hours of the commencement of any off-hire, whichever occurs first. (See section entitled “Off-hire” below.)

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

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

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

VESSELS COMPLEMENT AND CREW:

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

All contractor employees shall have in their possession photo identification at all times when working under this Charter Party Contract. Contractor shall provide 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 vessel under emergent conditions.

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.

Physical security equipment required to meet port security plans shall be Contractor-furnished.

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

Security Clearances. All crew members must be US citizens. All crew are required to be cleared for access to the Navy Facility. Their names need to be provided in advance of on-hire to ensure they can be cleared.

OTHER SERVICES, RESPONSIBILITIES, PLANS AND REPORTS

INCIDENT REPORTS. In all instances in which any vessel being handled by Owner’s vessel 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 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.

REQUESTS FOR SERVICE

Requests for services within the scope of this Charter Party contract may only be issued by the Contracting Officer.

RATE STRUCTURE:

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 Support 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. Daily Hire rate shall be considered payment in full for all overtime, including but not limited to crew overtime or penalty time required for the making up or breaking of tows.

The rates to be paid under this Charter Party contract, as offered and accepted at the time of award, are as follows:

DAILY RATES

WAGE DETERMINATION

Wage Determinations (2010-0147 R3, 2014-0800 R4, 2014-801 R3) are incorporated into this contract and are available upon request. Please contact Christian Grau (christian.grau@navy.mil) to obtain wage determination.

OTHER REQUIREMENTS - FUEL

Delivery Bunkers. Upon delivery of the Vessel, the Owner shall present to the Contracting Officer a statement certified by the Owner or its authorized agent showing the amount and grade of fuel on board at the time of delivery with such additional verification as the Contracting Officer may require. The Charterer shall pay the Owner for such fuel at the current market price at the port of delivery upon certification and verification of such statement by the Contracting Officer, except that for charters where the vessel receives no bunkers during the course of the charter, the Charterer shall reimburse Owner for the amount of fuel used during the Charter at the current market rate at delivery port at time of delivery. The Charterer shall pay for the on-hire bunker survey if performed by an independent surveyor and required by the Contracting Officer. The Owner shall provide additional bunkers as may be required by the Charterer prior to the acceptance of the Vessel by the Charterer; and the Charterer shall reimburse the Owner all costs directly connected with the bunkering of the additional fuel, including but not limited to lighterage, dockage and similar charges, and taxes related therewith.

Provision of Fuel. The Charterer shall ordinarily supply or cause to be supplied any or all of the fuel required by the Vessel during the period of this Charter. The grade of such fuel is to be specified by the Owner, and the grade supplied shall be at least that grade unless otherwise mutually agreed.

For charters of six months or less, the Owner shall perform and bear all costs associated with fuel testing. At a minimum the Owner shall collect, seal, and serialize a MARPOL VI retained sample and an Offship Test sample. The Owner shall have the Offship sample tested in accordance with ISO 8217:2005 for the fuel bunkered. All test results shall be forwarded by email to msc.mschq-fuel.fct@navy.mil. Testing laboratory confirmation of compatibility and specifications of newly on-board delivered fuel shall constitute acceptance by Owner. The Vessel shall not be off-hire in the event of delay resulting from the supply of fuel found to be off specification, unless for want of due diligence by Owner. If the Owner loads such fuel on the Vessel at his own expense, the Charterer shall reimburse the Owner the reasonable expenses of such loading.

Owner’s Purchase of Fuel. The Owner shall, if directed by the Charterer, purchase fuel for the Vessel, in which case the Charterer shall reimburse the Owner the cost of all fuel (excluding lube oils and slop removal) procured by the Owner and loaded in the Vessel during the period of this Charter. If the Owner is required to incur costs under this paragraph by the Charterer, the Charterer shall thereafter reimburse the Owner for the reasonable expenses of such fuel upon presentation of properly certified vouchers, supporting receipts, and other documentation which justify the charges as fair and reasonable. The Owner shall not, however, be reimbursed any amount in excess of the current market price of such fuel at the place of loading plus all reasonable expenses incurred by the Owner in loading said fuel on board the Vessel. The title to all fuel for the cost of which the Owner is entitled to be reimbursed hereunder shall automatically pass to and vest in the Charterer upon delivery to the Owner or upon the happening of any other event by which title passes from the vendor or supplier thereof to the Owner, in the case of any such fuel which is purchased for the performance of this Charter. The Charterer shall be afforded all benefits of Owner's contracts for its fuel requirements.

OTHER INFORMATION

POINTS OF CONTACT

1. CONTRACTING QUESTIONS:

a. Contracting Specialist, Christian Grau, N1033 (202) 685-5560

2. OPERATIONAL QUESTIONS:

a. Willie Barnhill (202) 685-0035

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. All fuel used by the Vessel being driven into port or to shallow harbors or to rivers or ports with bars, the delay of the Vessel and/or expenses resulting there from shall be for Charterer's account.

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

LOSS OF VESSEL

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.

REIMBURSABLE ITEMS:

(Specifically stated portions of the contract shall be paid as reimbursable items) Reimbursable Supplies and Services (charterS) (MAR 2005)

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 $2,500 to ensure that adequate price competition was sought or the Contractor must provide an acceptable justification as to why it was impracticable to do so. In the case of fuel purchases, unless directed otherwise by the Contracting Officer, the Contractor shall provide the documentation listed in subparagraphs (i) through (iii) below to the Contracting Officer for approval prior to purchasing fuel. For purchases of services and supplies and 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 were 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.

1. 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.

2. 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.

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

4. Change orders shall not be considered an authorization to exceed the funded amount stated in the Schedule under each 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.

PASSENGERS, SUPERCARGO AND GOVERNMENT REPRESENTATIVES:

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 of this Performance Work Schedule (See below, paragraph 36), pay an amount of $30.00 per day, per person, covering all expenses including accommodations and victualing. 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 victualing 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 victualing or berthing facilities from the Vessel unless requested by the military commander aboard, in which case the Owner will, in accordance with the Reimbursables clause of this SOW, 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.

INSURANCE

INSURANCE

Vessel Owner’s Insurance

1. General. During the full period of this Contract, the Owner shall maintain marine insurance coverage on the Vessel, including Broad Form Tower’s Liability Insurance (including damage to the Tow) on each tug performing under this Contract, Hull and Machinery, Protection and Indemnity (P&I) (including Tower’s Protection and Indemnity Liability Insurance on each tug performing under this Contract), Pollution Liability, War Risk Hull and Machinery, War Risk P&I, Second Seamen's War Risk, and Government Personnel Training Insurance (shall cover hands-on operation of the vessel equipment by Government personnel while training to operate the tug under the Emergency Situations and Training clause). 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 Broad Form Tower’s Liability policy, Tower’s P&I policy, 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 Contract 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” 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.

ECMRA

Contractor Manpower Reporting Language for all Solicitation Contract and all Existing Contracts

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.

PROVISIONS AND CLAUSES INCORPORATED BY REFERENCE

52.204-4

52.204-7 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper System for Award Management

MAY 2011

JUL 2013

252.203-7000 252.245-7001 Requirements Relating to Compensation of Former DoD Officials Tagging and Labeling GFP

SEP 2011

252.225-7048

252.225-7994 Export-Controlled Items Additional Access to Contractor and Subcontractor Records in the United States Central Command

JUN 2013

APR 2015

CLAUSES INCORPORATED BY FULL TEXT

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 applies 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)

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 not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in--

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor…