RFP_Word.docx

N62387-15-R-2104

Section SF 1449 - CONTINUATION SHEET

Firm Period Zone A Service Rate

FFP

Firm Period Zone A Service Rate FOB: Destination

NET AMT

Firm Period Zone B Service Rate

Firm Period Zone B Service Rate

NET AMT

Firm Period Standby Service Rate

Firm Period Standby Service Rate

NET AMT

Firm Period Zone A Hourly Rate

Firm Period Zone A Hourly Rate

NET AMT

Firm Period Zone B Hourly Rate

Firm Period Zone B Hourly Rate

NET AMT

FFP

Option Period One Zone A Service Rate

NET AMT

FFP

Option Period One Zone B Service Rate

NET AMT

FFP

Option Period One Standby Service Rate

NET AMT

FFP

Option Period One Zone A Hourly Rate

NET AMT

FFP

Option Period One Zone B Hourly Rate

NET AMT

FFP

Option Period Two Zone A Service Rate

NET AMT

FFP

Option Period Two Zone B Service Rate

NET AMT

FFP

Option Period Two Standby Service Rate

NET AMT

FFP

Option Period Two Zone A Hourly Rate

NET AMT

FFP

Option Period Two Zone B Hourly Rate

NET AMT

FFP

Option Period Three Zone A Service Rate

NET AMT

FFP

Option Period Three Zone B Service Rate

NET AMT

FFP

Option Period Three Standby Service Rate

NET AMT

FFP

Option Period Three Zone A Hourly Rate

NET AMT

FFP

Option Period Three Zone B Hourly Rate

NET AMT

FFP

Option Period Four Zone A Service Rate

NET AMT

FFP

Option Period Four Zone B Service Rate

NET AMT

FFP

Option Period Four Standby Service Rate

NET AMT

FFP

Option Period Four Zone A Hourly Rate

NET AMT

FFP

Option Period Four Zone B Hourly Rate

NET AMT

DELIVERY INFORMATION

30-SEP-2016

30-SEP-2016

30-SEP-2016

30-SEP-2016

30-SEP-2016

30-SEP-2017

30-SEP-2017

30-SEP-2017

30-SEP-2017

30-SEP-2017

30-SEP-2018

30-SEP-2018

30-SEP-2018

30-SEP-2018

30-SEP-2018

30-SEP-2019

30-SEP-2019

30-SEP-2019

30-SEP-2019

30-SEP-2019

30-SEP-2020

30-SEP-2020

30-SEP-2020

30-SEP-2020

30-SEP-2020

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

NOTICE TO OFFERORS

1. OFFEROR FILL-IN CLAUSES

Offeror fill–in clauses 52.203-2 and 52.212-3 required for this solicitation are provided for the convenience of Offerors in the Submission Package. It also provides a form to record the offered prices and forms for the proposed Vessel characteristics, the Vessel Casualty and Strike Contingency Plans and the Past Performance Questionnaire.

END OF NOTICE TO OFFERORS

NOTES ON CONTRACT

SCHEDULE OF SUPPLIES AND SERVICES

1. The Schedule of Supplies and Services follows as CLINS under this contract and in the Performance Work Statement.

1. The following tables in the contract are filled in by the government at award:

1. Rate Structure

1. CLINs price and quantity data

1. Authorized Tugs

1. The following item in the contract is filled in by the government at award:

2. DFARS 252.232-7007 Limitation of Government’s Obligation

1. SCHEDULE OF ESTIMATES

3. The following estimates are not a guarantee of work, but are provided as an estimate of expected work and will be used in calculating the evaluated prices for award purposes as provided in clause 52.212-2 Evaluation Commercial Items, Price.

SCHEDULE OF ESTIMATES

per year # of Tugs Per Call-out Avg # of hours Per Call-out Standby Period (Days) Total Est’d Standby (Tug-Days/year)

1. Electronic mail and facsimile are acceptable forms of transmission for all Orders, Modifications, and correspondence issued under this Contract.

1. INVOICE INSTRUCTIONS:

Invoices shall be submitted in accordance with the instructions in DFARS clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) and DFARS clause 252.232-2006, Wide Area Work Flow Payment Instructions. Also, see the Section WAWF Instructions below.

(End of Notes on Contract Document)

RATE STRUCTURE

(65,000 lbs) Zone B (65,000 lbs) Zone A (100,000 lbs) Zone B (100,000 lbs)

Tug Service Rate

Hourly Rate

Cancelled Orders

First Option Period Zone A (65,000 lbs) Zone B (65,000 lbs) Zone A (100,000 lbs) Zone B

Tug Service Rate

Hourly Rate

Cancelled Orders

(65,000 lbs) Zone B (65,000 lbs) Zone A (100,000 lbs) Zone B

Tug Service Rate

Hourly Rate

Cancelled Orders

Third

Zone A (65,000 lbs) Zone B (65,000 lbs) Zone A (100,000 lbs) Zone B

Tug Service Rate

Hourly Rate

Cancelled Orders

Fourth

Zone A (65,000 lbs) Zone B (65,000 lbs) Zone A (100,000 lbs) Zone B

Tug Service Rate

Hourly Rate

Cancelled Orders

Standby Tug Rate

Option Period Second Option Period Third Option Period Fourth

Daily Rate

0. Tug Service Rate: This rate is for the provision of any type of work that the tug can perform and that is contemplated by this contract. This rate includes all of the following items: overtime (including but not limited to crew overtime/penalty time); penalty time; fuel costs; bonuses; payments; emoluments payable to the Master, Officers and crew for services under this contract; the cost, if any, of transit to and from the location; and any other costs incurred in responding to the Government's order. The Tug Service Rate shall be earned for the first hour of service, such service to be calculated from the date and time the tug reports in all aspects ready to perform at the location, time and date (but no earlier than the date and time specified in the order, unless agreed upon by the Government) specified in the Government order. Consecutive work shall not incur more than one Service Rate charge unless the tug is released from government control between orders. The Service Rate shall not be charged at the end of the standby period if it was charged at the beginning. The Service Rate provides for a round trip of the tug to and from the location.

0. Hourly Rate: Each job shall earn the Hourly Rate, pro-rated to the nearest quarter hour, after completion of the first hour of service. The Hourly Rate will continue to be earned until the Government dismisses the tug. The Hourly Rate will also be earned anytime a standby tug is utilized for any other purpose otherwise provided in this contract (e.g. docking and undocking another vessel in other than an emergency situation). It will be earned for the entire time while working in other than a standby status until returned to standby service or dismissed.

0. Cancelled Orders: Orders cancelled outside the required notification period shown in the Performance Work Statement will incur no charge. Orders cancelled within the required notification period will incur a charge equal to the cancellation rate in the Rate Table above.

0. Standby Tug Rate: This rate is a daily rate to be applied pro rata to the nearest ½ hour to the period beginning at the time the Government dismisses the tug(s) from the call-out docking/undocking at the Service Rate or the Hourly Rate, whichever applies, until the tug(s) is dismissed from standby service.

3. If any tug is not needed for standby immediately after the docking/undocking, a full daily Standby Tug Rate will be earned if the tug must return for standby anytime within 24 hours unless notification is provided in accordance with the Readiness/ Notification Time for Standby Tugs in paragraph 5 of the Performance Work Statement.

3. If any tug is to be called out only for standby service, the Service Rate will be earned for the first hour of standby time and the Standby Tug Rate will begin after the first hour.

3. If any tug on standby is utilized at the Hourly Rate and returns to standby status, the Standby Tug Rate shall begin again after dismissal from assisting vessels at the Hourly Rate. For purposes of calculating the Standby Tug Rate, the 24 hour clock will begin again after return from the Hourly Rate, the previous standby time having been pro rated to the nearest ½ hour.

3. Fuel will be reimbursed at the prevailing commercial rate as of the last tug refueling and the amount will be measured by sounding the fuel tanks at the beginning and end of the standby period(s). Fuel usage will be documented in the invoice by a copy of the log noting the fuel on board before and after the standby period(s). Fuel shall not be reimbursed for anytime the tug is earning an Hourly Rate or a Service Rate.

0. Example: Four tugs are required to dock and undock a vessel. Each call-out takes 2 hours. Two tugs are required for standby for 10 days. The Service Rate is $2,000 for the first hour of a call-out. The Hourly Rate is $500 for each hour after the Service Rate. The Standby rate is $3,000 per day. The fuel rate is $50 per day.

Call-out docking:

4 tugs x Service Rate + 4 tugs x Hourly Rate x hours after first hour = Call-out (docking) Invoice 4 x $2,000 + 4 x $500 x 1 = $10,000

Standby:

2 tugs x Standby Rate x 10 days + fuel Tug 1 for 10 days + fuel Tug 2 for 10 days = Standby Invoice 2 x $3,000 x 10 + $50 x 10 + $50 x 10 = $61,000

Call-out undocking:

2 tugs x Service Rate + 2 tugs x hourly rate + 4 tugs x hourly rate = Call Out (undocking) Invoice 2 x $2,000 + 2 x $500 + 4 x $500 = $7,000. (The standby tugs do not get the Service Rate since they are in continuous employment from the first Service Rate, which includes the round trip from the home base.)

WAGE DETERMINATION

Wage Determination 2010-0205 R7 is incorporated into this contract and is available upon request, or at https://www.procurement.msc.navy.mil/procurement/contract/Welcome.jsp. Any subsequent wage determinations or revisions as appropriate will be incorporated into the contract when they become effective.

FUNDING

Funding will be provided with each individual delivery order. Expenditures may not exceed the funding on any delivery order for that purpose.

PERFORMANCE WORK STATEMENT

DESCRIPTION OF SUPPLIES OR SERVICES

Place of Performance

Geographical Region

Zone A: Naval Weapon Station (NWS) Earle in Earle, NJ & surrounding waters Zone B: New York Harbor and surrounding waters

Periods of Performance

Period Name Period (Days) Begin Date End Date

Authorized Contractor’s Vessels

The Tugs used for performance of this contract shall be only those identified in the following box, or any authorized substitutes provided in accordance with the Substitution of Tugs clause of this contract:

DESCRIPTION

1. This is a Requirements type contract for tug services to be performed in the geographical zones described above. The Government requires three Type A tugs of 65,000 lbs minimum bollard pull and three Type B tugs of 100,000 lbs minimum bollard pull. The Contractor shall be obligated to provide tugs from only the class or classes offered. Up to four tugs of Type A or Type B tugs shall be available for standby at Zone A, Earle, NJ as described in paragraph 3.

2. This Contract requires the six U.S. flag tugs as described above to provide harbor support services and ship handling for the Earle, NJ and New York Harbor areas. This contract is for all tug requirements of the required horsepower and bollard pull that cannot be satisfied with government owned, controlled or time-chartered tugs (both current and follow-on contracts with essentially the same terms). The actual work may vary considerably from the schedule of estimates contained herein.

3. Up to four tugs shall be available to standby to support vessels loading and discharging ammunition at NWS Earle. The tug(s) may be required for at least one week and up to two weeks of standby at the dock. The tug(s) will be required to offer assistance in case of an emergency to include any service required elsewhere in this contract. The normal work day is 8-10 hours Monday through Friday (M-F). Standby time will be at a daily rate as described in the Standby Tug Rate, paragraph (d) under Rate Structure, for any day when operations require the tug to standby or provide services. The tug(s) will be permitted to berth overnight or on weekends at NWS Earle during the period of performance.

4. The following list is provided for illustrative purposes only and describes some of the services that may be performed as requested on a 24 hour per day, 365 day per year basis, including but not limited to:

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

(b) Transfers of pilots and Government Personnel by Tug;

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

(d) Line handling; and

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

5. Owner's Representative shall provide adequate staff and communications to promptly respond to Government's requests for services under this Contract on a 24-hour-day basis. Services shall require no less than the following notification times before the tug shall be on-site ready to perform:

Type A Tugs or Type B Tugs 24 hours, 7 days per week, Sunday through Saturday, including Federal holidays 2 hours

Sunday through Saturday, including Federal holidays (Period of one to two weeks) 7 days

NOTE: Contractors shall respond to emergencies with utmost dispatch.

6. The place of performance shall be in the geographical region of Zone A and Zone B as described above and the surrounding navigable waters. Within the geographical regions listed, Tug(s) may be ordered to any berth, dock, anchorage, wharf, place, open roadstead, submarine line, or alongside any vessel, barge, lighter, submarine, craft, hull, derrick, or object of whatsoever nature that the Government may direct, provided the Tug can lie always safely afloat except in harbors or waters where groundings are custom of the port.

7. Any optional periods shall be stated in the contract. Options shall be exercised pursuant to FAR 52.217-9 contained in the contract terms and conditions. In addition, the Government shall have an option to extend services as specified in this contract under FAR 52.217-8. All optional periods shall be in direct continuation.

8. The tugs under this contract shall have the minimum characteristics as described under Vessel Characteristics on the following page.

VESSEL CHARACTERISTICS

Type B: 100,000 lbs

FENDERING

Non-marking fendering, clean and sufficient to prevent metal-to-hull contact with surface vessels under normal conditions of vessel pitch and roll.

WINCHES

Sufficient for services performed under this contract.

LINES

Sufficient for services performed under this contract

SUBSTITUTION OF VESSELS:

9. Substitution of tugs is authorized, but only for good cause shown and only upon proper notice to the Government and approval by the Contracting Officer. Notice of intent to substitute by the contractor shall identify the tug for which substitution is being made and shall provide the Contracting Officer with sufficient information on which to base a determination regarding the good cause for substitution and the acceptability of the nominated substitute tug.

10. Any tug nominated to be a substitute tug under this paragraph shall result in no additional cost to the Government, shall have substantially the same characteristics and shall be similarly fitted and otherwise equal or superior in performance to the tug for which it is being substituted. The use of the substituted tug shall result in no operational delay and shall not otherwise excuse any other performance required under this Contract.

11. Owner’s notification concerning substitution of tug must be made in writing to the Contracting Officer a minimum of 48 hours before non-availability of the contract tug except where urgency precludes written notice. If urgency precludes written notice, Owner shall give oral notice and shall confirm in writing within 48 hours of receipt of Government's order. Notice of substitution shall include all information required for Government to make a determination that the substitute meets the Government’s minimum requirements. Government’s notice of acceptance or rejection of the substitute tug shall be made within a reasonable time following Owner's nomination thereof, provided that the Government is furnished sufficient information on which to base such a determination. Silence of the Government shall not be construed as acceptance of any nominated tug.

12. Notwithstanding the Government’s prior acceptance of any substitute tug under this clause, the Government may at any time reject any previously accepted substitute tug if it is determined that the characteristics of that substitute tug were misrepresented by the Contractor or are otherwise unsuited to the requirements of this contract.

ORDERING:

13. METHOD OF ORDERING:

(a) Orders may be issued by:

i) DD Form 1155 (via facsimile, hardcopy or electronically); or

ii) Orally (To be confirmed in writing within 10 days).

(b) Orders may be issued for:

i) A specific movement;

ii) Multiple movements to be performed.

(c) The written order, DD1155, will have the name and address of the payment office clearly stated on the document.

14. SCHEDULE MINIMUM TOTAL ORDER QUANTITY: This contract may or may not incorporate a minimum guaranteed amount. The inclusion of a guaranteed amount is designated by a check in the boxes below:

0. |_| CONTRACT HAS A MINIMUM GUARANTEE: The government guarantees that it will order a minimum amount of work that will have a dollar amount equivalent to the following:

0. |X|CONTRACT HAS NO MINIMUM GUARANTEE.

GOVERNMENT PROVIDED SERVICES/FACILITIES:

15. The Government shall provide the following to the contractor: None

POINTS OF CONTACT:

16. Points of Contact:

(a) CONTRACTING QUESTIONS:

i) Contracting Officer: F. Carley Orvin, 202-685-0345, franklin.orvin@navy.mil

ii) Contract Specialist: Jessica Chu, 202-433-0726, jessica.chu@navy.mil

(b) CONTRACTING OFFICER’S REPRESENTATIVE (COR): To be provided at award

(c) ORDERING OFFICER: To be provided at award

(d) OPERATIONS QUESTIONS:

i) Technical Specialist: Willie Barnhill, 202-685-0035

ii) Project Officer: Gladys Fisher, 202-685-5775

ECONOMIC PRICE ADJUSTMENT

21. ECONOMIC PRICE ADJUSTMENT (EPA) The costs for fuel under this contract shall be included in the appropriate rates (Tug Service Rate, Hourly Rate, and Overtime Rate). However, the fuel costs provided herein are subject to an annual economic price adjustment at the beginning of each option period, assuming the option is exercised. Fuel is the only commodity that will be considered for an EPA. This EPA may reduce or increase prices subject to a maximum annual decrease or increase of 25% of the fuel portion of the applicable rates.

Applicability The EPA shall be applied when there is a change (increase or decrease) of 10% or more between the Base Reference Value (BRV) and the Anniversary Reference Value (ARV) associated with each contract anniversary date. The percentage is used only to determine if the threshold is met and a contract modification is warranted.

Base Reference Value/Date: dollars per gallon/ Month/year (To be provided at award)

Definitions:

Base Reference Value: The BRV shall be based on the price published for New York Harbor Ultra-Low Sulfur No. 2 Diesel Spot Price as reported by the Department of Energy’s Energy Information Administration at http://www.eia.gov/dnav/pet/pet_pri_spt_s1_m.htm. The BRV is the monthly average for the last full month before contract award.

Anniversary Reference Value (ARV): The ARV is the monthly average for the full month ending two months before the start of each option period.

Per Cent of Fuel in Rates: The percentage of contract rates assumed to be for the cost of fuel shall be 30%.

Notification The Contractor shall notify the Contracting Officer in writing, of the Anniversary Reference Value no later than 45 days prior to the start of each option period. The notification shall include a copy of the published Low Sulfur No. 2 Diesel Fuel prices, the calculations to determine the change, if any, in the contract price, and the revised prices, by CLIN, to be applied under this EPA.

Effective Date Any price increases or decreases under any contract modification shall take effect on the first day of the applicable option period.

Calculation In the event a change is warranted, the percentage difference between the BRV and the ARV associated with each contract option period shall be applied to the fuel portion of the applicable rate. The result, rounded to the nearest dollar, will be added to appropriate contract rate.

Sample The following table is an example of the EPA calculation and is based on the following equation:

New Rate = Contract Rate * Percent of fuel in Rate * Percent difference from BRV to ARV + Contract Rate.

Tug Service Rate Calculation Sample:

1. Contract Rate = $1000

1. Fuel = 30% of Rate

1. BRV to ARV Increase = + 25%

New Rate = $1,000 * 30% * 25% + $1,000 = $1,075

Offered Rates

New Option Period Rates

END OF PERFORMANCE WORK STATEMENT

GENERAL REQUIREMENTS

TUG COMPLEMENT AND CREW

18. The Master(s), Officers and entire crew shall speak English fluently and possess valid and current certificates, licenses, and documents. The Master, Officers and crew of the Tug(s) shall be appointed or hired by the Contractor and shall be deemed to be the servants and agents of the Contractor at all times except as otherwise expressly specified in this contract. The Master(s) of the Tug(s) shall be under the direction of the Government as regards the employment of the Tug(s) under a given order, but shall not be under Government's orders as regards navigation, care, and custody of the Tug(s).

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

20. 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.

21. All contractor employees shall have in their possession photo identification at all times when working under this contract.

22. 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.

23. STRIKE CONTINGENCY PLAN.

(a) The Contractor shall provide and maintain a strike contingency plan that describes how services will be provided if there is a labor strike or any other deficiency of Master or crewmembers. The plan must be practicable and must clearly state the means and method for vessel manning during a strike or labor action and for providing services in the face of disruptive measures typical of a strike situation. Award of the contract shall indicate the Contracting Officer’s approval of the plan, whose approval shall not be unreasonably withheld.

(b) The Contractor shall update the plan as necessary but no less frequently than yearly and not later than 30 days before the last day for the exercise of each option to extend contract term. Exercise of an option to extend the term of the contract shall indicate the Contracting Officer’s approval of the updated plan, whose approval shall not be unreasonably withheld.

24. VESSEL CASUALTY PLAN.

(a) The Contractor shall provide and maintain a vessel casualty plan that describes how services will be continued if there is a casualty to the Tug or to a system that makes the Tug inoperable or incapable of safely providing a required service. The plan must be practicable and must clearly state the means and method for timely acquisition and deployment of a substitute tug in the event of a vessel casualty. Award of the contract shall indicate the Contracting Officer’s approval of the plan, whose approval shall not be unreasonably withheld.

(b) The Contractor shall update the plan as necessary but no less frequently than yearly and not later than 30 days before the last day for the exercise of each option to extend contract term. Exercise of an option to extend the term of the contract shall indicate the Contracting Officer’s approval of the updated plan, whose approval shall not be unreasonably withheld.

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

INSURANCE

INSURANCE

21. Vessel Owner’s Insurance

(a) 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 vessel performing under this Contract, Hull and Machinery, Protection and Indemnity (P&I) (including Tower’s Protection and Indemnity Liability Insurance on each vessel 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 Vessel under the Emergency Situations and Training clause). 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.

(b) 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 (a) 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 (a).

(c) 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.

(d) 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.

22. War

(a) Voyage Instructions. 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.

(b) 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.

(c) 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.

23. Government War Risk Insurance / Indemnity

(a) General. Upon receipt of notice and instruction from the Contracting Officer, as specified in the last sentence of paragraph (b) 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.

(b) 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:

(c) War Risk Protection and Indemnity insurance covering all liabilities up to an amount of $250,000,000; War Risk Second Seaman’s coverage, the principal sum of which shall be $200,000 per Crew Member for loss of life.

(d) 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;

1. X, Lease/Rental of Facilities

1. Y, Construction of Structures and Facilities;

1. S, Utilities ONLY; and

1. 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.

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (DEC 2014)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement or any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.--

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C.

7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to…