N62387-15-R-5204_RFP.docx

26 March 2015

This is the Military Sealift Command, Strategic Sealift Program Management Office, Washington, DC Subj: RFP N62387-15-R-5204

Ref: (a) SF 1449

(b) MSC TUGCON 04 (08-04)

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

MSC Strategic Sealift Program Management Office, Code PM34, requests proposals for vessel(s) capable of meeting the transportation requirements described below. The paragraph numbers below apply to the box layout of references (a) and (b), which are incorporated herein by reference (available upon request) and shall be the charter form of any contract resulting from this solicitation. By submission of a proposal, the offeror confirms agreement with all terms and conditions of this solicitation and the charter form, unless otherwise identified therein.

I. STANDARD FORM 1449 BOXES

2. Contract No.: Will be provided upon award

5. Solicitation No.: N62387-15-R-5204

6. Solicitation Issue Date: 26 March 2015

7. For Solicitation Information: Rachael Knapp, e-mail: Rachael.knapp@ navy.mil or call (202) 685-6850

8. Offer Due Date: 01 April 2015 at 1000 hours local Washington DC time.

9. Issued By: Military Sealift Command, Strategic Sealift Program Management Office, PM34, Bldg. 210, Rm. 275, 914 Charles Morris Court SE, Washington Navy Yard, DC 20398-5540, (Code: N62387) FAX: (202) 685-5852

10. This Acquisition is: UNRESTRICTED NAICS CODE: 483111

14. Method of Solicitation: RFP 18a. Payment will be made by: SEE Part VIII (4) WAWF Submit electronic invoices IAW WAWF contract clause, MSC Worldwide DC ANY (MAY 2013).

18b. Submit invoices to: SEE Part VIII (5) MSC WIDE AREA WORKFLOW (WAWF) INSTRUCTIONS (AUG 2012) 27a. Solicitation incorporates by reference FAR 52.212-1 and 52.212-4; 52.212-3 and 52.212-5 are incorporated by full text.

1. VESSEL(S) REQUIRED:

A. PART I-TUGCON BOXES:

1. Vessel(s) Required:

One U.S. or foreign flag, Ocean Tug.

2. Cargo Description:

One (1) PACFLT Repair and Berthing Barge, YRB-36

Barge Description:

Displacement: 245 tons

3. Port(s)/Place(s) of Departure:

Naval Base Guam

4. Laytime:

3 days

5. Port(s)/Place(s) of Destination:

Yokosuka Naval Base Japan

6. Laydays:

Commencing 11 June 2015 Canceling 12 June 2015

7. TERMS AND CONDITIONS/ ATTACHMENTS ADDED, DELETED OR MODIFIED:

A. SUMMARY OF OPERATIONS:

1. Tow shall be conducted IAW the U.S. Navy Towing Manual.

2. The cargo shall be picked up at its’ pier location at Naval Base Guam and delivered to the cargo’s designated pier location at Yokosuka Naval Base Japan. Contractor shall coordinate all arrangements for arriving and departing ports with the appropriate authorities. Assist tugs, if required, are the responsibility of the Contractor. Contractor is responsible for line handlers on the tug and cargo as required.

3. The Contractor shall supply all the necessary material, equipment, hardware and lines for a safe tow, including the towing bridle and emergency towing lines, all certified IAW the U.S. Navy Towing Manual as required. Contractor shall also supply operational navigation lights and day shapes IAW the COLREGS Rules of the Road, as applicable.

4. Contractor shall nominate and hire (with mutual consent of the Charterer) a qualified Independent Marine Surveyor (IMS) experienced in towing and who is capable of ensuring the tow is conducted IAW the U.S. Navy Towing Manual. The IMS shall work independent from the Contractor and the Charterer and shall focus on safety of the tow and towing IAW with U.S. Navy Towing Manual requirements. Contractor shall include the IMS expenses in the Towage price (lumpsum) and Demurrage (per day) rate specified in MSC TUGCON PART I, box 17.

5. IMS duties shall include the following:

(a). Perform detailed review and oversight as necessary, to ensure the tug and YRB-36 have been prepared and rigged for tow IAW the U.S. Navy Towing Manual, as applicable.

-Inspection of all material, equipment, hardware, lines and required certificates.

-Completed U.S. Navy Towing Manual Appendix H.

(b). IMS shall prepare and sign a Certificate of Tug Ready to Tow indicating that the Tow Plan has been approved by the IMS and MSC, that equipment, hardware and lines have been inspected and certified as required and the tug is ready to commence rigging for the tow in all respects.

(c) Issue a Towing Certificate when the tug and barge are safely rigged for tow and towing may commence.

6. Contractor shall provide a Towing Plan to the IMS and Charterer a minimum of 30 days prior to start of laydays or as Contractor and Charter otherwise mutually agree. Towing Plan shall at minimum include particulars of the cargo and tug including tug range, condition of the tug, required certificates of tug and tug Master, description of all towing material, equipment, hardware and lines to be used and applicable certificates provided as required, towing procedures, emergency towing procedures, towing schedule, port logistics arranged, towing route, maximum towing speed as calculated IAW the U.S. Navy Towing manual and communications plan.

7. Tug shall be fully bunkered when presented (NOR tendered).

8. Tug shall be available for inspection by the Charterer and IMS as mutually agreed by Contractor and Charterer.

9. Contractor shall attend a Tow Plan Review at Naval Base Guam 1000 on 10 June 2015 or as otherwise mutually agreed by Contractor and Charterer. Required MINIMUM attendees include Tug Master and other Contractor representative(s) and IMS.

B. DELETE OR CHANGE THE FOLLOWING TUGCON 04 REQUIREMENTS

ADD: POSITION REPORTS: To be sent to the e-mail addresses as follows:

1. HQCargo@Navy.mil

2. Gene.Palabrica@fe.navy.mil

3. Billy.Oneal@fe.navy.mil

4. mark.roemhildt@fe.navy.mil;

5. reynaldo.macawili@fe.navy.mil

6. CTF73.BATTLE.WATCH@fe.navy.mil

7. MSCHQ.BWC.fct@navy.mil

ADD: 52.204-14, SERVICE CONTRACT REPORTING REQUIREMENTS (JAN 2014) – CHECKED.

ADD: 52.204-15, SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (JAN 2014) – NOT CHECKED http://www.acquisition.gov/far/current/html/52_212_213.html ADD: 52.209-10, PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (DEC 2014)- NOT CHECKED ADD: 52.204-11, AMERICAN RECOVERY AND INVESTMENT ACT- REPORTING REQUIREMENTS: RESERVED

PROHIBITION IN CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS: RESERVED

ADD: 52.222-50 COMBATTING TRAFFICKING IN PERSONS (FEB 2009); ALTERNATE I (AUG 2007) – CHECKED ADD: DFARS 252.204-7012, SAFE GUARDING OF UNCLASSIFIED CONTROLLED TECHNICAL INFORMATION (NOV 2013)- CHECKED

ADD: DFARS 252.215-7008 ONLY ONE OFFER (OCT 2013)- CHECKED

ADD: 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) – CHECKED ADD: DFARS 252.222-7007, REPRESENTATION REGARDING COMBATING TRAFFICKING IN PERSONS – CHECKED ADD: 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS- COMMERCIAL ITEMS, (MARCH 2015), ALTERNATIVE 1 (OCT 2014) – CHECKED ADD: 252.209-7992 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction under any Federal Law—Fiscal Year 2015 Appropriations.

Include the attached provision in all solicitations that will use funds made available by the Consolidated and Continuing Appropriations Act, 2015 (Pub. L. 113-235), includes solicitations for the acquisition of commercial items under FAR part 12.

REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY

FEDERAL LAW—FISCAL YEAR 2015 APPROPRIATIONS

(DEVIATION 2015-OO0005) (DEC 2014)

ADD: SPECIAL REQUIREMENTS.

(1) Crew List. Crew, Vendor and Transient Vetting. The Contractor shall submit the Full Name, Billet, SSN, Date of Birth, Birth Country, City of Birth, State of Birth, U.S. Passport Number and Nationality for all crew members to MSCHQ/PM5 using the Government provided MSC/EPIC Force Protection Personnel/Crew list Submission Template to allow screening by the El Paso Intelligence Center (EPIC). The template must be filled out in its entirety by Owners and resubmitted electronically in Microsoft Excel format to the Charterer, at the following PM34 mailbox MSCHQ.PM5-screening.fct@navy.mil. Submit crewmember information as they are identified to go to the ship(s). When a crew member is replaced, only submit that crewmember information instead of submitting the entire crew list again when the new crewmember is submitted. All new personnel must be screened at the beginning of the hiring process prior to being sent to the ship. All personnel information shall be resubmitted and re-screened upon a change in contract or Contractor, upon transfer from one ship to another, and once in each 12-month period. A similar procedure shall be followed for all other Contractor personnel for whom unescorted access to the ships is required. MSC PM34 will notify the Contractor of any anomalous screening results requiring further action or investigation. Emails containing the Microsoft Excel attachment shall be written as follows:

· Subject line format is as follows: FOUO - PRIVACY SENSITIVE - EPIC – PM5 - NAME of SHIP - CREW or NON-CREW

· Body of email is to begin and end as follows: FOR OFFICIAL USE ONLY – PRIVACY SENSITIVE. ANY MISUSE OR UNAUTHORIZED DISCLOSURE MAY RESULT IN BOTH CIVIL AND CRIMINAL PENALTIES

· Submitter's name, company, address, and telephone number must be included in the email. Scanned lists are unacceptable. Additionally, if there is a scheduled crew change or rotation of any percentage of such, the above information is to be provided at least four working days hours prior to the change.

· The Microsoft Excel attachment shall be password protected using the Microsoft password option. The password will be provided by MSCHQ N34. Access to personal information by contractor employees shall be on a need to know basis. To obtain the password, contact either Bruce Belden, 202-685-5378, bruce.belden@navy.mil.

· A Microsoft attachment can be password protected as follows: Open the template (spreadsheet) and click on Tools and then Options. In the Options drop down menu, click on Security. Then enter the password and click on OK. Then you will be asked to re-enter the password. Password is case sensitive.

(2) Any delay resulting from Owner’s failure to provide any of the information described in paragraphs (1), above, within the prescribed time frames shall be considered as time excluded under Part III (g)(3).

(3) Statutory Employee. Pursuant to La.R.S. 23:1061(A)(3) the Department of the Navy, by and through Military Sealift Command, and Contractor expressly provide and agree that the United States of America and/or the Department of the Navy, by and through Military Sealift Command, is the statutory employer of any of Contractor’s employees and is entitled to the tort immunity provided in La.R.S. 23:1061 and La.R.S. 23:1032.

(4) Upon award of this contract, the Contractor shall immediately notify all contractor personnel, who are or who will be employed by, or who are or who will be accompanying, United States Naval Forces outside the continental United States (OCONUS), and who are not a host country national ordinarily resident in the host country, that such personnel, and any dependents residing with such personnel, who engage in conduct OCONUS that would constitute an offense punishable by imprisonment for more than one year if the conduct had been engaged in within the special maritime and territorial jurisdiction of the United States, may potentially be subject to the criminal jurisdiction of the United States as required by the Military Extraterritorial Jurisdiction Act of 2000, Pub. L. 106-523, 114 Stat. 2488, codified at 18 U.S.C. 3261 - 3267, as implemented by DoD Instruction 5525.11, "Criminal Jurisdiction over Civilians Employed by or accompanying the Armed Forces outside the United States." Reference is made to Secretary of Defense memo dated 10 March 2008; "UCMJ jurisdiction Over DoD Civilian Employees, DoD Contractor Personnel, and Other Persons Serving With or Accompanying the Armed Forces Overseas During Declared War and in Contingency Operations."

(5) Notwithstanding any restrictions in this charter party to the contrary, Owner agrees to the embarkation of armed force protection personnel as necessary under the Force Protection clause. In the event complying with this requirement exceeds the Vessel's Certificate of Inspection (COI), Owner agrees to make reasonable efforts to obtain within two business days of award, all appropriate waivers so as to allow the Vessel to carry such additional personnel. If Owner is unable to obtain the necessary waivers, Charterer shall have the option to cancel this charter at no cost to the Government. The option to cancel shall be declared not later than 24 hours after the expiration of the aforementioned two-day period. The cost of any additional lifesaving equipment shall be for Owner's account.

ADD: MSC SHIPBOARD ANTITERRORISM/FORCE PROTECTION MEASURES (NOV 2008)

(1) The Owner agrees that the time or voyage chartered vessel will be under the tactical control of an MSC Area Command. The Area Commander will advise the Master of the Vessel of the applicable Force Protection Conditions (FPCON) and security measures he is required to implement.

(2) The Owner agrees that while under charter, U.S. Armed Forces personnel may board the Vessel at any time at any location for U. S. national security purposes, gives consent for such boarding, and agrees to cooperate fully with such U.S. Armed Forces personnel in the boarding party. The Owner also agrees to permit U.S. Armed Forces personnel to search without limitation any and all vessel spaces for U.S. national security purposes.

(3) The Charterer reserves the right, at the Charterer’s sole option, to embark armed U.S. Armed Forces personnel at any time during the period of this Charter to protect U.S. Armed Forces personnel, cargo or equipment onboard the Vessel, or to protect the Vessel itself. These force protection personnel will provide security in accordance with rules of engagement established by competent U. S. military authorities and will operate under the command of such authorities. The Owner shall provide accommodations and victualling for these embarked personnel. The Charterer shall reimburse the Owner for all expenses relating to the embarkation force protection personnel as provided in this Charter for Supercargo.

(4) The Owner agrees to render all necessary assistance to U.S. Armed Forces personnel with respect to the identification and screening of crewmembers or such others as may be aboard the Vessel. The Owner consents to the immediate removal of crewmembers or such others as may be aboard the Vessel deemed unsuitable for any reason by the Contracting Officer or U.S. Armed Forces personnel. The Owner agrees to replace any such crewmembers promptly and that such replacements will fully comply with all crew screening requirements. The Charterer agrees to reimburse the Owner for the reasonable costs directly incurred by the Owner with respect to such replacements.

(5) The Owner agrees to comply with the current vessel physical security measures required by relevant MSC Force Protection instructions or other security-related directions from MSC or U.S. military authorities for the threat condition of the area. This may include turning off the Automatic Identification System and Long Range Identification and Tracking system onboard the Vessel, or adopting other security measures. Additionally, the Owner of chartered vessels will comply with and implement the requirements of MSC’s current SHIPBOARD ANTITERRORISM/FORCE PROTECTION (AT/FP) PROGRAM instruction, COMSCINST 5530.3 Series, as revised, incorporated herein by reference.

(6) The Owner agrees to comply with responsibilities addressed in “shipboard military force protection detachment authority to use force” contained in ALMSC 009/03 message. This message includes respective responsibilities of the Vessel Master and Mission Commander of the embarked security team. The Charterer, through the cognizant MSC Area Command, will provide a copy of this message and MSC N3 Force Protection compliance outline memorandum dated 29 October 2008 to the Vessel during the delivery inspection, if applicable, or as requested.

(7) The Owner agrees that the Master and Embarked Security Team Mission Commander/Tactical Supervisor on watch shall work together to implement force protection measures. The Master will ensure that the Tactical Supervisor is aware of ship maneuvers. The Master shall be available to receive reports by the Tactical Supervisor of the tactical force protection picture to allow the Master to maneuver his vessel so as to best protect his vessel and crew.

(8) The Owner agrees that the Master will participate in any embarked security team mission brief that may be given upon embarkation of the Mission Commander.

(9) The Owner agrees to immediately report all FP incidents, warning shots, firing of flares, and disabling fire to the cognizant MSC Area Command. Long term time charters will follow Navy OPREP reporting requirements. In addition, all force protection threats, actions, and incidents will be entered into the vessel’s deck log or Force Protection journal as applicable.

(10) The Owner agrees that the Vessel will have an operational internal announcing system and hand-held megaphone.

(11) For time charters, the Charterer, through the cognizant MSC Area Commands, will provide copies of MSC SHIPBOARD ANTITERRORISM/FORCE PROTECTION (AT/FP) PROGRAM, COMSCINST 5530.3 series and the MSC STANDARD OPERATING MANUAL, COMSCINST 3121.9 series during the delivery inspection.

ADD: SECURITY THREAT. In the event of a security threat or incident involving the ship, crew or cargo during the voyage, the ship's master should report any incident immediately to the MSC Area Command in whose area the ship is currently located. The MSCHQ Command Center should be contacted if the Area Command cannot be reached. Contact numbers will be provided upon award.

ADD: DEMURRAGE/DETENTION DOCUMENTATION. In the event of demurrage/detention, all supporting documents as identified in the invoicing clause shall be submitted to the Contracting Officer for approval prior to submission of demurrage/detention invoices. After receiving the Contracting Officer's concurrence, Owner may submit demurrage/detention invoices to the office identified in Box 18b of SF 1449.

MODIFY: II – Incorporate revised clause 52.212-4 (Dec 2014). Tailored language still applies.

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 Government wide 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. 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 of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(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) RESERVED

(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 at 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) Towing Liability

(k) Dues, Taxes, and Other Charges. Dues, taxes, and other charges upon the Tug shall be for the Owner’s account. Dues, taxes, and other charges on the Tow or the towage price shall be paid by the Owner and shall be for owner’s account. Assist tugs shall be for the account of the party ordering same. Reimbursement of Owner for dues, taxes, and other charges under this paragraph shall be in accordance with Part II (g) and (i) herein.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

(n) RESERVED

(o) Warranty

(p) RESERVED

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence (Tailored) Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

DELETE OR CHANGE THE FOLLOWING TUGCON 04 REQUIREMENTS:

1. Change III, (b), (1) to read as follows: “Lumpsum towage price shall be stipulated in Box 17, and deemed to include the cost of fuel, lubricants, towing gear, port charges, Tug Master and crew required for the service contemplated herein and for all costs associated with the Contractor complying with requirements of this solicitation including those requirements delineated in above section A. PART I, 7. A, 1-7.

2. Delete III, (b), (3).

3. Change III, (d), (2) to read as follows: “Prior to Commencement of towage hereunder, NAVSEA N00C, Salvage and Towing Subject Matter Expert (SME), shall have issued an unconditional certificate of tow worthiness for the Tow and a determination that same is properly made up, provided always that the Owner shall be under no obligation to perform the towage contemplated until, and in his discretion, he is satisfied that the Tow is in all respects trimmed, prepared, fit, and ready for the towage.”

4. Change III, (k) to read as follows: “Position Reports. Upon commencing voyages to either departure or destination ports, the tug shall provide Position/Status Reports by electronic email every six (6) hours underway at 0000Z, 0600Z, 1200Z, and 1800Z. Additionally, Position/Status Reports shall also be sent upon arrival port, upon departure port and at other times requested by the applicable MSC Area Command for Force Protection reasons. Position/Status Reports shall be sent to HQCARGO@navy.mil, mschq.bwc.fct@navy.mil, Naval Base authorities at departure and arrival ports (as applicable) and other addresses requested by MSCHQ and MSC Area Command.”

MODIFY III (h)(1): First sentence delete “the customary full-form.”

DELETE III (h)(4) in its entirety and substitute ‘RESERVED.’

MODIFTY III (h)(6): Add the following to the end of the paragraph: “All policies shall contain an endorsement stating that any cancellation or material change in the coverage adversely affecting the Government’s interest shall not be effective unless the Contractor provides written notice of the same to the Contracting Officer.”

MODIFY III (i)(1): In the first sentence, add after “Government program,” the words “including but not limited to War Risk insurance available through MARAD.”

MODIFY III (i)(3): In the last sentence, replace the words “war risk trading warranties” with the words “war risk exclusion zones (war, strikes, terrorism and related perils) listed areas.” In addition, change the word “shall” to “may.”

MODIFY III (j) SALVAGE to read:

(j) Salvage

(1) In the event of the Tow breaking away from the Tug, the Tug shall stand by and render all reasonable services to reconnect the tow line and fulfill this contract of towage without making any claim for salvage.

(2) When engaged in the carriage of government cargo and if requested by Charterer, 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 Charterer, agrees to waive all claims for “pure” or “bonus” salvage. Instead, 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, 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.”

DELETE: III(s) - in its entirety

REPLACE III (aa) with the following:

REIMBURSABLE SUPPLIES AND SERVICES, (CHARTERS) (MAR 2005)

(1) 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.

(2) 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.

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

(ii) Identification of the proposed subcontractor and price.

(iii) 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…