Amendment_0001.docx

N62387-15-R-5405

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION B - SUPPLIES OR SERVICES AND PRICES

The following have been modified:

B-1 CHARTER BOXES

Vessel:

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

Solicitation Number (date):

N62387-15-R-5405 (29 December 2015) Contract Number (date):

US West Coast; port in CHOP

3. Place/Range of Redelivery:

US West Coast; port in CHOP

4. Charter Period

59 months total with base and all option periods. Base period of 12-months with three 12-month option periods and one 11-month option period.

5. Lay Days:

Commencing: 15 September 2015 Ending: 01 October 2015

To be narrowed bilaterally to a 5-day window 60 days prior to delivery to MSC.

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

9. Amendments Acknowledged (amendment numbers and dates):

10. Owner:

(style, address, phone, cell phone, pager, e-mail, fax)

11. Broker (address, phone, e-mail, fax):

12. Remittance Address for Hire (if other than Box 11)

PRICING DATA:

Daily Charter Hire

VESSEL

BOX NOS., VESSEL STATUS, AND EXPENDITURE TYPES

13. FOS

2521K

16. Reserved.

17. Other costs

VESSEL DATA:

20. Reserved

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

32. Beam (extreme)

a. ft: b. m:

34. Immersion (on draft in Box 36):

a. ft: b. m:.

36. Summer mean draft:

a. LT: b. t:.

38. Displacement, loaded (on draft in Box 36):

a. LT/in: b. t/cm:

39. Summer Load Line Freeboard:

a. ft: b. m:.

40. Shaft Horsepower:

a. hp: b. kW:

44. Classification society entered and class assigned:

45. ISM certification? _____Yes _____No If yes, expiration date:

50. MarAd subsidized vessel? _____Yes _____No

51. Oil-pollution liability P&I coverage (maximum USD):

52. Member of ITOPF? _____Yes _____No

CARGO ARRANGEMENTS:

55. Number of grades of cargo that can be loaded/discharged simultaneously, using separate lines, pumps, and manifold connections:

56. Cargo cubic capacity (98% full ex slop tanks)

a. Bbls: b. m3:

57. Segregated clean ballast tank cubic capacity (98% full)

a. Bbls: b.. m3:

58. Slop tank capacity (98% full)

a. Bbls: b. m3:

59. List cargo tanks , coating type for each tank, and date of each coating:

SYSTEM DESCRIPTION (bbls and/or m3) (Identify cargo, ballast, and slop tanks) 60.

61. Manufacturer/type/designation of tank coating(s):

64. Distance, bow to center manifold:

a. ft.: b. m:

65. Distance, stern to center manifold:

a. ft.: b. m:

66. Distance, rail to center manifold:

a. ft.: b. m:

67. Distance, deck to center manifold:

a. ft.: b. m:

70. Heating coils/composition (describe):

71. Inert gas system (describe):

72. Vapor recovery system (describe):

PUMPS

73. Number and type of cargo pumps:

74. Capacity of cargo pumps (at 100 psi at manifold):

a. Bbls per hour: b. m3 per hour:

75. Number and type of stripping pumps:

76. Capacity of stripping pumps (at 100 psi at manifold):

a. Bbls: b. m3:

GEAR

77. Number, location, and SWL capacity of winches, derricks, booms, and cranes:

MOORING ARRANGEMENTS

78. Number, location, brake holding power of mooring winches:

79. Number, length, and diameter of wires:

80. Breaking strength of wires:

81. Number, length, diameter of mooring ropes:

82. Breaking strength of mooring ropes:

CASUALTIES/DEFICIENCIES

83. Has Vessel been involved in any serious grounding, collusion or within a period of three years from the submission date of this proposal? If yes, include a full description.

84. Has Vessel been involved in any pollution incident within a period of five years from the submission date of this proposal? If yes, include a full description.

85. Are any deficiencies lodged by any regulatory body outstanding against the Vessel. If yes, include a full description.

INSPECTIONS

86. List oil company vetting inspections conducted during the past year and date of expiration.

FUEL CONSUMPTION AT VARIABLE SPEEDS:

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

88. Average warranted speed (knots, for ballast, moderate weather):

89. Average fuel consumption (net Barrels per day and grade(s)) for laden, moderate weather passage at speed identified in Box 87:

Fuel Warranted Fuel Consumption Fuel Warranted Fuel Consumption

IFO-180 DFM

IFO-380 MGO

F76

90. Average fuel consumption (net Barrels per day and grade(s)) for ballast, moderate weather passage at speed identified in Box 88:

Fuel Warranted Fuel Consumption Fuel Warranted Fuel Consumption

IFO-180 DFM

IFO-380 MGO

F76

91. Auxiliaries underway fuel consumption (net Barrels per day and grade(s), only if not elsewhere identified) to include 10 sets of tank cleanings per year:

Fuel Warranted Fuel Consumption Fuel Warranted Fuel Consumption

IFO-180 DFM

IFO-380 MGO

F76

92. In port period fuel consumption (net Barrels per day and grade(s)):

Fuel Warranted Fuel Consumption- Loading Discharging Maneuvering

IFO-180

IFO-380

F76

DFM

MGO

93. Average fuel consumption (net Barrels per day and grade(s) for all engines/auxiliaries utilized while underway in heavy weather (Beaufort Force 5 and above) passages at the speed, ranges, and grade(s) indicated):

Fuel Warranted Fuel Consumption Fuel Warranted Fuel Consumption

IFO-180 DFM

IFO-380 MGO

F76

94: Grades Consumed:

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96. Minimum Vessel fuel specifications:

In the event the Government does not exercise an option to extend the term of the contract or terminates the contract for convenience, the Contractor shall be entitled to not-to-exceed cancellation costs subject to the following conditions and according to the Following schedule:

"Cancellation costs" means, and only means, costs specifically identified by the Contractor in its proposal and actually incurred by the Contractor between contract award and vessel delivery to the Government including, and limited to, the following categories of costs: costs incurred by the Contractor for vessel acquisition, reflagging costs and modification, or conversion costs, and only to the extent such modification, or conversion costs were incurred in order for the vessel to meet contract requirements. The Government will ensure it has sufficient working capital funds for these cancellation costs.

When requesting payment of cancellation costs, the Contractor shall provide evidence satisfactory to the Contracting Officer verifying that Contractor actually incurred the specified categories of cancellation costs prior to delivery of the vessel to the Government and the amount thereof.

The cancellation costs must be reasonable, allowable, and allocable to the contract. The Government will not be obligated in any event to reimburse the Contractor for the specified categories of cancellation costs in excess of the amount allotted in the schedule above for each contract period regardless of anything to the contrary in the clause entitled: "Termination for Convenience of the Government." The Contractor agrees that payment of the specified cancellation costs according to the schedule above for any contract period fully compensates the Contractor for the specified categories of cancellation costs. The Contractor waives any right it may have to claim any additional costs for the specified categories of cancellation costs in the event such cancellation costs become payable, whether as a result of a termination for convenience or as a result of the Government's failure to exercise an option. As used in this clause, the total amount payable by the Government for the specified categories of cancellation costs in the event the Government does not exercise an option or terminates the contract for convenience is as set forth in the schedule above.

This clause does not limit the rights of the Government under the clause entitled "Default" or under the clause entitled "Termination for Convenience of the Government."

Note: Pursuant to 10 USC§2401, the Government is prohibited from entering into a vessel lease or charter that contains a substantial termination liability. Offerors who submit substantial termination liabilities will not be considered for award. A substantial termination liability is defined by the statute as:

i. An agreement by the U.S., under the contract, to pay an amount greater than 25% of the value of the vessel for the termination liability; or

ii. An agreement by the U.S., under the contract, to pay an amount greater than 50% of the value of the vessel for the sum of the termination liability and the value of the total payments attributable to capital-hire.

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

PERFORMANCE WORK STATEMENT

C-1 DEFINITIONS AND ACRONYMS.

C-1.1 AEL – Allowance Equipage List

C-1.2 Alterations — Additions of equipment; changes to the configuration, location, type, or number of pieces of equipment or systems; changes in the arrangement and outfitting of Vessel’s structure

C-1.3 Associated Equipment — Construed to include all contractor-furnished or owned equipment necessary for performance under this Charter

C-1.4 ATO – Anti-Terrorism Officer (same as Vessel Security Officer and Force Protection Officer)

C-1.5 AT/FP – Anti-Terrorism/Force Protection

C-1.6 Bbl — Barrel (42 U.S. gallons volume measure)

C-1.7 CAGE — Commercial and Governmental Entity Code (reference DFARS 252.204-7001)

C-1.8 CBR-D – Chemical, Biological and Radiological Defense

C-1.9 CBR-DO – Chemical, Biological, and Radiological Defense Officer

C-1.10 CEC — Contractor Establishment Code

C-1.11 CFE — Contractor-furnished equipment

C-1.12 CFR – Code of Federal Regulations

C-1.13 Charter – This document when executed; interchangeable with “contract” and “Charter Party”

C-1.14 Charterer — The United States of America

C-1.15 Charter Party — This document when executed; interchangeable with “contract” and “Charter”

C-1.16 Charter Party Date — Identified in Box 28 of SF-33

C-1.17 CHOP – Charterer’s Option

C-1.18 Classification Society – Non-governmental organizations or groups of professionals, ship surveyors and representatives of offices that promote the safety and protection of the environment of ships and offshore structures.

C-1.19 CMWWD – Counter Measures Water Wash Down System. Fixed system (or temporary using fire hoses attached to steel clips welded to vertical bulkheads or other structure). Using ship’s fire main system, when activated, provides 360 degree (ideally) sea water curtain protection, mitigating the effects of CBR attacks. Also used to wash contaminants from ship’s structure after a CBR attack.

C-1.20 COMSC — Commander, Military Sealift Command

C-1.21 COMSCINST — COMSC Instruction

C-1.22 CONSOL — Also known as Underway Replenishment wherein– Cargo consolidation that is done at sea, underway where the tanker will transfer cargo fuel to a Naval Auxiliary while underway via cargo hoses sent from an oiler. This requires special fittings on the tanker to be able to receive the hose via highline.

C-1.23 Contracting Officer — Identified in G-1

C-1.24 Contractor — Interchangeable with “Owner”

C-1.25 COR – Contracting Officer’s Representative – a person authorized by and responsible to the Contracting Officer as specified in a written authorization.

C-1.26 Crew — Of the Vessel identified at Box 7

C-1.27 CSF – Consolidated Storage Facility

C-1.28 Decontamination Station – An area of the ship (near entrances from the weather decks) with features for crew decontamination

C-1.29 DLA-Energy — Defense Logistics Agency-Energy (Formally Defense Energy Support Center (DESC))

C-1.30 DFARS — Department of Defense FAR Supplement

C-1.31 DoD — Department of Defense

C-1.32 DSS – Defense Security Service

C-1.33 DWT – Deadweight

C-1.34 EDI – Electronic Data Interchange

C-1.35 EST – Embarked Security Team, normally 15-person force, U.S. Navy or other

C-1.36 FAR — Federal Acquisition Regulation

C-1.37 FCC — Federal Communications Commission

C-1.38 FOS — see “Full Operational Status”

C-1.39 Ft – foot / feet

C-1.40 Full Operational Status — Vessel manned and provisioned, all Associated Equipment operational, and Vessel prepared in all respects to perform her mission in accordance with this Charter, whether or not so ordered

C-1.41 FPCON – Force Protection Condition

C-1.42 FPCON NORMAL –This condition applies when a general global threat of possible terrorist activity exists and warrants a routine security posture. At a minimum, access control will be conducted at all DoD installations and facilities.

C-1.43 FPCON ALPHA – This condition is declared as a general warning of possible terrorist activity, the nature and extent of which is unpredictable, when the circumstances do not justify full implementation of the measures of FPCON BRAVO. However, it may be necessary to implement selected measures from FPCON BRAVO. The measures in this FPCON must be capable of being maintained indefinitely.

C-1.44 FPCON BRAVO – This condition is declared when there is an increased and more predictable threat of terrorist activity even though no particular target is identified. The measures of this FPCON must be capable of being maintained for weeks without causing undue hardship, without affecting operational capability and without aggravating relations with local authorities.

C-1.45 FPCON CHARLIE – This condition is declared when an incident occurs or when intelligence is received indicating that some form of terrorist action against installations or personnel is imminent. Implementation of this measure for more than short periods will probably create hardship and will affect peacetime activities of the installation and its personnel.

C-1.46 FPCON DELTA – This condition is declared when a terrorist attack has occurred or when intelligence has been received that terrorist action against a specific location is likely. Normally this FPCON is declared as a localized warning.

C-1.47 FP Officer (FPO) – Same as Vessel Safety Officer/VSO and Anti-Terrorism Officer/ATO.

C-1.48 GFE – Government Furnished Equipment

C-1.49 GFM – Government Furnished Material

C-1.50 GFP — Government-furnished property (see FAR 52.245-1 below)

C-1.51 GMDSS – Global Maritime Distress and Safety System – A system for automatic distress communications required by SOLAS Chapter IV.

C-1.52 Government — The United States of America; interchangeable with “Charterer”

C-1.53 Government Personnel or Government Sponsored Personnel — All embarked personnel not employed by the Owner, including military personnel and Government-employed civilians

C-1.54 Government Designated Representative — Including, but not limited to, force protection personnel, military, government employees, and government contractors

C-1.55 HAZMAT – Hazardous Material

C-1.56 Heavy Weather — Conditions of gust winds of Beaufort Force 5 and above

C-1.57 hp — horsepower [1 hp equals 0.745799 kW]

C-1.58 Idle – Inport at anchor and/or alongside berth loading cargo (no cargo pumps workings)

C-1.59 IMO – International Maritime Organization, a UN regulatory body that issues SOLAS rules from its Maritime Safety Committee

C-1.60 INMARSAT – International Maritime Satellite

C-1.61 ISO – International Organization for Standardization, an international-standard-setting body composed of representatives from various national standards organizations

C-1.62 ITOPF — International Tanker Owners Pollution Federation Limited

C-1.63 km — kilometers

C-1.64 kW — kilowatts [1 kW equals 1.34 horsepower (hp)]

C-1.65 LT — Long Ton (2,240 pounds weight)

C-1.66 LOA – Length Overall

C-1.67 m — meter

C-1.68 m3 — cubic meter

C-1.69 Master — Of the Vessel identified in Box 7

C-1.70 Moderate Weather – Conditions up to sustained winds of Beaufort Force 5 (any day during which sustained winds of Beaufort Force 5 or above are encountered for more than six hours shall not be considered a “moderate-weather” day for purposes of fuel or speed warranties made under this Charter)

C-1.71 MSC — Military Sealift Command

C-1.72 MSC Norfolk – Military Sealift Command Norfolk

C-1.73 MSCDC –Military Sealift Command D.C.

C-1.74 NMCARS — Navy Marine Corps Acquisition Regulation Supplement

C-1.75 NM — Nautical Miles

C-1.76 OCIMF — Oil Company International Marine Forum

C-1.77 Owner — That entity or entities exercising commercial control of the Vessel identified in Box 7; interchangeable with “Contractor” and “offeror” and to include the disponent Owners and all the ship owner’s and the disponent Owner’s agents, employees, independent contractors, Master, Officers, and crew

C-1.78 P&I — Marine protection and indemnity insurance

C-1.79 Paying Office — Identified in Box 25 of SF 33

C-1.80 Performance Speed — Derived by dividing the total hours at sea on any given sea passage (as shown in the Vessel’s log) — after excluding any hours of non-moderate weather and any sea passage covered by an off-hire calculation – into the total miles at sea on the given sea passage.

C-1.81 Place — Any berth, dock, anchorage, submarine line, alongside any Vessel or lighter or any other place whatsoever to which Charterer is entitled to direct the Vessel hereunder

C-1.82 Psi — pounds per square inch (pressure measure)

C-1.83 QAR/QR – DLA-E Quality Assurance Representative. Person who inspects ship cargo spaces for suitability to carry cargo and cargo for compliance with DoD quality specifications.

C-1.84 Readiness — See Section H-7 below

C-1.85 RFP — Request for Proposals; interchangeable with solicitation

C-1.86 RSDL – Reactive Skin Decon Lotion

C-1.87 SDWT — Deadweight capacity, to assigned summer mean draft

C-1.88 Ship fill Allowance — The allowance of ammunition for the ships permanently installed armament. Ship fill ammunition does not include ammunition held for issue to other activities.

C-1.89 SIRE — Ship Inspection Reporting System — Database of ship OCIMF vetting inspections

C-1.90 SOA – Speed of Advance

C-1.91 SOLAS – The International Convention for Safety of Life at Sea, as amended. An international treaty issued by the Maritime Safety Committee of IMO which covers a wide range of measures designed to improve the safety of shipping.

C-1.92 SWL — Safe Working Load

C-1.93 TEU — Twenty-foot equivalent unit (container volume measure)

C-1.94 TIN — Taxpayer Identification Number (see FAR 52.204-3 below)

C-1.95 USCG — United States Coast Guard

C-1.96 Vessel — Identified at Box 7

C-1.97 VSO – Vessel Security Officer (same as ATO/Anti-Terrorism Officer and Force Protection Officer/FPO)

C-1.98 WOG — Without guaranty

C-2 MISSION.

C-2.1 Mission. The Vessel will be employed primarily in support the Department of Defense, Logistics Agency Energy (DoD/DLA-Energy) in worldwide transportation of petroleum product.

C-2.2 RESERVED

C-2.3 Place/Range of Delivery. U.S. WEST COAST, PORT IN CHARTERER’S OPTION.

C-2.4 Place/Range of Redelivery. U.S. WEST COAST, PORT IN CHARTERER’S OPTION.

C-2.5 Charter Period. 59 months total with base and all option periods. Base period of 12 months with three (3) 12-month option periods and one (1) 11-month option period. The Government has the right to cancel, in any period, after 60 days with 10 days’ prior notice or anytime thereafter with 30 days’ notice.

C-2.6 Lay days. 15 September 2015 / 01 October 2015. To be narrowed bilaterally to a 5-day window 60 days prior to delivery to MSC.

C-3 VESSEL REQUIREMENTS.

C-3.1 Vessel Specifications/Capability.

A. One, clean, U.S. Flag, Jones Act double hull tanker with IGS and SBT that is capable of carrying a minimum of 310,000 BBLS for at least two clean petroleum products (intentions 310,000 bbls F-76), in designated cargo tanks with double valve isolation.

B. In addition, vessel(s) shall have the following minimum particulars:

a) Reserved.

b) Vessel must be a party to the SIRE System and owner must provide a current Q-88 with offer (no more than 60 days old). Q-88 must detail current acceptances and dates of inspection.

c) Owner must provide date of last SIRE report on the vessel which has been registered in the revised SIRE register. This SIRE report must be less than 6 months old at all times during the performance of this contract.

d) Owner must confirm acceptances received by the vessel since the last SIRE report.

e) Owner must confirm that the vessel has not been rejected or refused by any Charterer since the inspections leading to the said SIRE report.

f) Owner must confirm vessel has vetting approval from at least two oil majors providing date of vetting and name of major, at least one vetting approval must be less than 6 months old at the time of the offer.

g) Vessel’s age shall be less than 15 years for the duration of the charter.

h) Vessel must submit copy of current ISM Certification (SMC) and International Ship Security Certificate.

i) Vessel must be Double Hull with Segregated Ballast Tanks (SBT) and Inert Gas System (IGS).

j) Vessel must have a maximum LOA of 700 Feet (213 meters).

k) Maximum beam of 105 Feet (32 meters)

l) Vessel must have a maximum manifold height of 46 Feet (14 meters)

m) Vessel must have the ability to load minimum of 310,000 BBLS F-76 not to exceed a laden draft of 12.47 meters with Max DWT of 50,000MT.

n) Equipped with a minimum 10 ton lift capacity at the manifold.

o) Minimum of 3 segregations with double valve isolation between each segregation

p) Vessel must be able to carry one complete, undecanted tank washing in dedicated slop tanks.

q) Ability to perform Cargo operations at offshore petroleum facility

r) Ability to perform Cargo operations at anchorage (lightering)

s) Ability / equipped to perform Cargo operations via Refueling at Sea (CONSOL only)

t) Owner must confirm vessel’s minimum SOA of 13 knots in moderate weather (Force 5).

u) Must have a minimum of 15 berths available for addition government embarked personnel

v) Owner must confirm vessel’s ability to hot wash all cargo spaces with water not to exceed 58 degrees centigrade prior to presenting for initial acceptance and inspection. All cargo tanks must be free of loose rust, previous cargo residues and films (including dyes), significant salt deposits and other impediments that could impact the quality of the cargo to be loaded.

w) Owner must confirm vessel will arrive at load port in a clean, gas-free condition, and be ready for internal tank inspection by Quality Assurance Representative (QAR). Ensure any adjacent tanks are also clean and gas free. Contractor shall provide (Owner's account) a Certified Marine Chemist to certify tanks safe for entry for internal tank inspection by Government / Charterer representative. Contractor will provide time needed to re-inert after inspection. If a prior (last and next to last) cargo contained a percentage of benzene, Owner’s Certified Marine Chemist must also measure toxicity for Benzene content and certify safe for entry. All safe for entry / toxicity / flammability assessments will be performed in the presence of the inspecting QAR.

x) Owner must confirm vessel is free of copper and copper alloys (brass, bronze, etc.) in vessel compartments, pipelines, heating coils, fittings, etc. as it is not permitted in vessels chartered by MSC to carry petroleum products, unless vessel possesses a current DLA – Energy waiver.

y) Owner must provide, if vessel cargo tanks have heating coils, coil type or composition (such as stainless steel, copper, etc.). Owner must provide, if vessel cargo tanks have heating coils, the date heating coils were last pressure tested and the results of the test (passed or failed). Date of last pressure test cannot exceed 12 months for duration of this charter. Vessel tanks with copper or yellow metal compounds are normally not acceptable for Jet Fuel cargoes.

z) Owner must provide, if vessel cargo tanks are internally coated, the coating type (epoxy, inorganic zinc, etc.). Coal tar coating is not acceptable. Coatings that are incompatible with the fuel to be carried will be rejected.

aa) Owner must provide copies of Certificates of Quality for vessel’s last three cargoes. These Certificates should contain all test data required by specification for the products that were previously loaded (last three). Vessel Certificates of Quality from vessel post-load samples are preferred, but if unavailable shore tank Certificates of Quality representing quality of product loaded are acceptable. The Certificates of Quality should contain the test data required by the specification for the product which were loaded. They shall be submitted for each shore tank as well as the vessel tanks after loading (composite sample). Results of “typical” are not acceptable.

ab) Owner must confirm whether or not the last three cargoes carried contained FAME (Fatty Acid Methyl Esters).

ac) Owner must confirm, in the event any of the vessel’s last three cargoes did contain FAME, that vessel cargo tanks were cleaned / conditioned in accordance with the guidance in Energy Institute HM50.

ad) Owner must confirm that vessel is be able to take upper, middle, lower, bottom, and all-level samples of the cargo (to include OBQ & ROB) without contaminating them from the sampling location. If unable to do so or if the sampling location is contaminated or suspected to be contaminated, Charterer will require open sampling on a tank by tank basis, consistent with safety and local terminal regulations.

ae) Where cargo is carried after contract award and prior to delivery, Owner agrees to provide cargo type/description prior to loading, and applicable Certificates of Quality (to include all test data required in the initial RFP) for review within 48 hours after loading said cargo. Test shall be on a sample taken from the ship versus a representative sample from a shore facility. Any rejection of the Certificates of Quality by the Government shall result in the Government cancelling this contract at no cost to the Government.

af) Vessel must meet all MSC requirements for reporting. Vessel shall provide position/status reports in-port and at-sea every six (6) hours daily at 0000, 0600, 1200, and 1800 hours GMT (Zulu) and 72/48/24/12 hr pre-arrival notifications for all ports to the appropriate Area Command and COMSC PM34.

C-4 WARRANTY/DESCRIPTION OF VESSEL.

C-4.1 General. The Owner warrants that the Vessel performing under this Charter Party shall be in full conformity with the requirements of this Charter Party, from the time of delivery and thereafter during the currency of this Charter Party. In particular the Owner warrants that the Vessel is as described in Section C-3 and the boxes in Section B of this Charter Party and that the Vessel shall be under U.S. flag upon delivery (see DFARS 252.247-7025 at Section I concerning requirements for reflagging work in U.S. shipyards). Should any specification of the Owner in the contract be in excess of a required specification elsewhere in this contract, the Owner’s specification shall prevail over the required specification.

C-4.1.1 Owner’s Guarantee. The vessel owner warrants that the vessel is clean and seaworthy and that the engineering plant is sound and has no known defects at time of delivery. Should the vessel’s main engines, drive gear, generators, electronics, or any other major system fail in service for any reason not the fault of the Charterer during the life of this contract, the owner shall be immediately notified by telephone and the vessel will be placed in an off-hire status until repairs have been affected at owner’s expense

C-4.1.2 The vessel owner warrants the following:

(a) Pumping and Stripping Capacity. The Vessel is equipped with the number of cargo and stripping pumps identified in Boxes 73 and 75, and their minimum discharge rates (against a back pressure of 100 psi at Vessel’s manifold) are noted in Boxes 74 and 76, respectively. The Vessel is so equipped to drain and strip all cargo tanks of all free-flowing liquid cargo.

(b) Cargo Capacity. The Vessel has the total capacity for bulk cargo identified in Box 56 which includes a deduction of two percent for expansion. The Vessel is constructed and equipped to carry, without admixture, the minimum number of grades of petroleum products identified in Box 54, with positive means of segregation between systems; that is, minimum double valves or effective line blinds. The Vessel is also equipped and constructed to be capable of loading and discharging the minimum number of grades of petroleum products identified in Box 55 simultaneously, using separate lines, pumps, and manifold connections.

(c) Ballast Tanks. The vessel must possess clean segregated ballast tanks (SBT), as those terms are defined by applicable regulations, and have the capacities noted in Box 57.

C-4.2 Regulatory Compliance. The Owner warrants that the Vessel and all Associated Equipment shall be in full compliance with the International Safety Management Code, all applicable international conventions, all applicable laws, regulations, and other requirements of the United States and of the nation(s) and local jurisdictions to whose port(s) and/or place(s) it is contemplated that the Vessel will be ordered hereunder. The Vessel shall be delivered and maintained in the highest class of a recognized classification society and be in compliance with all current safety, health, and pollution regulations promulgated by appropriate authorities, including the latest applicable IMO/conventions. The Owner also warrants that the Vessel shall be entered with the International Tanker Owners Pollution Federation Limited (ITOPF) for the duration of this Charter. The Owner further warrants that the Vessel shall have on board all certificates, records, or other documents required by the aforesaid conventions, laws, regulations, and requirements. The Owner will enter the ships in the OCIMF SIRE database and comply with all OCIMF guidelines.

C-4.2.1 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.

C-4.2.2 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. § 327, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. § 51-58, Anti-Kickback Act of 1986; 41 U.S.C. § 265 and 10 U.S.C. § 2409 relating to whistleblower protections; 49 U.S.C. § 40118, Fly American; and 41 U.S.C. § 423 relating to procurement integrity 40 U.S.C. § 3701, et seq., Contract Work Hours and Safety Standards Act.

C-4.2.3 Radio Officer. A Radio Officer is not required aboard the Vessel so long as all requirements and regulations of the U.S. Coast Guard and other regulatory bodies are met.

C-4.3 Shipboard Personnel. The Owner warrants that the Vessel(s) shall have an efficient and legally sufficient complement of Master, Officers, and crew with adequate training and experience in the operation of all of the Vessel’s equipment. The ship’s crew shall be trained, qualified and medically fit sufficient to accomplish the requirements of the PWS and consistent with the ship’s mission. The Master and Officers shall be U.S. citizens. Of unlicensed crew, at least 75% shall be U.S. citizens and not more than 25% may be aliens lawfully admitted to the United States for permanent residence. The Master, Officer, and entire crew must be able to adequately communicate in spoken and written English and possess valid and current certificates, licenses, and documents. Deck and Engine Officers shall meet the requirements of the USCG and STCW and possess current, valid USCG licenses, including Radar Observer endorsement for Deck Officers, commensurate with the tonnage and classification of the ship. GMDSS operators and maintainers are to be properly licensed and certified. Licensed personnel shall have the necessary endorsements on their USCG Merchant Mariner’s Document for the job to which they are assigned. All shall hold valid passports for the full length of this assignment.

C-4.4 Fuel and Speed Warranty. All the fuel and speed characteristics provided in Charter boxes 87-96 (Section B-1) shall be deemed warranties and any breach of such warranties shall be subject to the remedies contained in C-4.8 (below).

C-4.5 Pollution Prevention and Safety Compliance. Owner warrants that the Vessel is in full compliance with the United States Oil Pollution Act of 1990 (OPA 90) and all applicable U.S. Coast Guard (USCG) regulations for safety and pollution prevention, including those regulations in 33 CFR Parts 151, 155, 156, and 164, and amendments thereto. Owner warrants that it has submitted a Vessel Response Plan (VRP) for the Vessel, which complies with OPA 90 and with USCG regulations, and has a Shipboard Oil Pollution Emergency Plan (SOPEP) that meets the requirements of MARPOL 73/78. Owner further warrants that the Vessel will be operated in full compliance with the legally applicable VRP requirements and any future VRP requirements. Owner further warrants that the Qualified Individuals listed in the VRP of the Vessel are readily available and their contract telephone numbers can be given to Charterer immediately upon request.

C-4.6 Financial Responsibility. Owner warrants that it has secured, and carries aboard the Vessel, a Vessel Certificate of Financial Responsibility (Water Pollution) issued by the United States Coast Guard in accordance with 33 C.F.R. 138.65.

C-4.7 Protection and Indemnity (P&I). Owner warrants that it has in place with its P&I Club or other underwriter providing first class security, see sections H-3 through H-5. Owner further warrants that such coverage will remain in effect for the duration of the Charter. In the event that the financial responsibility requirements under United States law shall increase during the term of this fixture so as to require oil pollution coverage in excess of that which Owner has agreed to carry under the preceding sentences and there is coverage available to meet such requirements, Owner will obtain the required and available coverage for its own account.

C-4.8 Remedies. Should actual performance or readiness condition of the Vessel show any failure to satisfy one or more of such warranties or other Charter requirements not due to the fault of the Charterer, the hire may be equitably decreased, the Charter may be terminated, or the Vessel may be placed off-hire, at Charterer’s option so as to indemnify the Charterer to the extent of such failure

C-5 FUEL OIL INVENTORY.

C-5.1 Fuel Monitoring Reports. A fuel oil inventory report shall be submitted to the Government on the 5th day of every month (for the previous month) using the Navy Energy Usage Reporting System (NEURS). Report shall be prepared in accordance with OPNAVINST 4100.11 and include the following information:

a. Bunkers at the beginning of each month.

b. Bunkers at the end of each month.

c. Fuel received during the month and source, receipt, document number and date of receipt.

d. Fuel consumed during the month.

C-5.2 Fuel Consumption Reports. A fuel consumption report/abstract shall be submitted to the Government on the 1st day of every month (for the previous month). 30 days prior to delivery of the vessel, the Government will provide an abstract form in EXCEL format to the Contractor that shall be used when submitting the monthly Fuel Consumption Report/Abstract. Contractor shall not make changes to the form or formulas in the spreadsheet.

C-5.3 Report Submission. The above fuel oil reports (Monitoring and Consumption) shall be recorded daily and submitted monthly using the Navy Energy Usage Reporting System (NEURS), per ALMSC 192334ZNOV03 (provided upon request). Reports and data collected shall be prepared and submitted in accordance with OPNAVINST 4100.11 via e-mail to the COMSC PM5, Sealift Program; an e-mail address will be provided upon award.

The Contractor shall include, with the submitted reports, a statement certifying the accuracy of the data contained therein as a true and exact copy of Vessel deck and engine log books.

C-6 PERSONNEL AND FACILITY SECURITY CLEARANCES. The Contractor is required to have a facility clearance at the Secret level with the capability to store classified information up to the secret level to include a GSA approved Class 6 document safe that has an approved electronic combination locking device and approved shredder capable of destroying documents classified up to Secret in accordance with DoD 5220.22-M National Industrial Security Program Operating Manual (NISPOM). The Master, Chief Mate, and any additional officer (deck or engineering) shall have a completed investigation comparable to at least a National Agency Check and adjudication indicating eligibility for access to SECRET. It is the Owner's responsibility to submit requests for security clearances in the proper format and in a timely manner prior to assignment to the program based on Defense Security Service (DSS) guidance. Both Personal and Facility Clearances must be in place at the start of Contract performance and be maintained throughout the life of the Contract. See DD-254, "Contract Security Classification Specification," Attachment D, for other security requirements.

C-7 SHIP MANAGEMENT

C-7.2.1 Prior Cargoes. For the Vessel’s cargo tanks to be considered acceptable upon delivery under this Charter, the last three cargoes carried by the Vessel prior to delivery under this Charter shall have been petroleum or its products not darker than 2.5 NPA color. Owner shall submit other technical data as required by DLA-E based on the type of product carried.

30 days prior to delivery of the vessel, the Contractor must provide Certificates of Quality for the last three cargoes to the Government. These Certificates should contain all test data required by the specification for the products that were previously loaded (last three). They shall be submitted for each shore tank as well as the vessel tanks after loading (Composite sample). Results of “typical” are not acceptable. Additionally the following are required for the specific products mentioned:

1) Naphtha/condensates: Mercaptan sulphur, reported in “parts per million” (ppm) or “mass percent”, or Doctor Test (ASTMD 4952).

2) Gasoline (Motor or Aviation): State whether the previous product was “leaded” or “unleaded”. This is needed to determine cargo tank “safe entry” testing requirements.

If cargo is carried by the vessel in the 30-day period between when the last three cargo Certificates of Quality are submitted to the Government and when the vessel is delivered under the contract, the Owner shall submit Cargo Quality Certificates to the Contracting Officer for review upon completion of loading the cargo. Rejection by DLA-Energy Quality Assurance due to cargo non-compatibility would be grounds for cancellation of the contract at no cost to the Government.

C-7.2.2 Upon delivery in accordance with paragraph F-1, all cargo tanks designated for cargo carriage and adjacent tanks, including slop tanks, shall be clean and be ready to receive lawful cargo.

C-7.2.3 Vessel must report fully loaded with bunkers when they submit their notice of readiness at port of delivery in accordance with H-14.1.

C-7.3 Drydock. Owner, at its expense, shall drydock, clean and maintain the Vessel's bottom and propeller, and make all overhaul and other necessary repairs properly to maintain the Vessel in class, maintain the Vessel in compliance with F-2 (Condition) above and the warranties of C-4, and otherwise to keep the Vessel tight, staunch, and strong, and in thoroughly efficient order and condition. For such purpose of drydock, Charterer shall allow Vessel to proceed to an appropriate port upon 60 days' prior notice to the Contracting Officer. All towage, pilotage, fuel, gas-freeing if required, water, and other expenses incurred while proceeding to and from drydock shall be for Owner's account.

C-7.3.1 Suspension of Hire. In case of dry docking, pursuant to C-7.3, at a port where Vessel is to load, discharge, or bunker under Charterer's orders, hire shall be suspended from the time the Vessel receives free pratique on arrival, if in ballast, or upon completion of discharge of cargo, if loaded, until Vessel is again ready for service. In case of drydocking at a port other than where Vessel loads, discharges or bunkers, payment of hire shall cease from the time of deviation until the Vessel is again ready and in a position not less favorable to the Charterer than that at which such deviation occurred.

C-7.4 All tank cleaning during the term of the contract will be for the account of the contractor.

C-7.5 Redelivery. The Vessel, at the termination of this Charter, shall be returned to the Owner by the Charterer with tanks in like condition, excepting normal wear and tear.

C-8 EQUIPMENT

C-8.1 Communications. The Contractor shall ensure that the Vessel configuration and equipment meets the Regulatory Body Distress/Ship requirements of the U.S. Coast Guard (USCG), Federal Communications Commission (FCC), International Maritime Organization (IMO); and International Convention for the Safety of Life at Sea (SOLAS), 1974 as amended.

The Contractor shall also meet the following MSC specific requirements:

C-8.1.1 Communications Space and Equipment. As previously described in C-3.2.6, the Vessel shall be equipped with a separate, suitable, and securable communication space designated and equipped for the Government to operate and maintain special communications equipment. The space, at a minimum shall have adequate square footage in which Contractor-furnished and MSC-furnished equipment can be operated and maintained, estimated to be twenty square feet.

(a) The Contractor shall provide:

(1) One (1) INMARSAT Fleet Broadband 500 terminal.

(2) MF/HF Transceiver(s); can be included in an integrated GMDSS console.

(b) The Government will provide, and the Contractor shall accommodate, Secure Communications devices.

(c) Department of Defense General Service (GENSER) Messaging. The Vessel shall be capable of transmitting and receiving GENSER messages. Classified and unclassified GENSER message traffic is controlled by a personal computer based system.

(d) Radiotelephone Services. The Vessel shall be capable of radiotelephony over terrestrial and satellite circuits in the VHF, HF, MF bands as described in COMSCINST 2000.2 Series.

(e) Secure Communications. The Vessel shall be capable of supporting secure (encrypted) communication equipment by complying with DOD and DON guidance on proper access, handling and disposition of classified material. The Contractor shall comply with physical security requirements in the following publications:

(i) DOD Manual 5220.22-M (Industrial Security Manual for Safeguarding Classified Information) and DOD 5220.22-S (COMSEC supplement)

(ii) SECNAVINSTs 5510.30 Series and 5510.36 Series

(iii) COMSCINST 2280.3 Series

(b) Communications Administrative Services. The Vessel shall have standard office furniture necessary to support communications administrative functions in accordance with the procedures described in COMSCINST 2000.2 Series. These include a telephone connection to the interior communications system, and a safe . The safe shall be a GSA approved container, multi-drawer (2) , class 6 document safe, with an approved electronic combination locking device (X-09).

(c) Communications Training. The Contractor shall ensure that those mariners performing the communication duties on board ship successfully complete the following courses:

(i) Electronic Key Management System (EKMS). Masters and any other mariners serving as Electronic Key/Local Element Managers shall successfully complete the MSC sponsored shoreside EKMS / Local Element course which concentrates on COMSCINST 2280.3 (series) policy regarding safeguarding and/or destroying classified material and maintaining safe combinations in accordance with Section C-1.5.2.4 (Secure Communications).

(ii) Masters and any other mariners serving as Operators of MSC installed computer systems such as the PC-PC Transfer System shall successfully complete the MSC sponsored shoreside PPTS course of instruction which concentrates on COMSCINST 2000.1 (series) regarding sending and receiving GENSER naval messages and official e-mail through MSC networks.

(iii) Information Awareness (IA) training. As required by DoD, any person (ashore or afloat) given access to a NMCI U.S. Government computer shall annually attend the latest version CD DoD Information Awareness training, and other cyber security training as directed by COMSC.

(d) Logs and Files. The Vessel shall have standard office equipment necessary to maintain communications logs as required by regulatory bodies and COMSCINST 2000.2 Series.

C-8.2 Navigational Equipment. The Vessel shall be equipped, upon commencement of the Charter, with the navigational equipment required by the USCG.

C-8.3 Automated External Defibrillator (AED). The Contractor shall provide sufficient AEDs, stored in a location ready for use, to ensure that response time to shipboard medical emergencies does not exceed five minutes from any location on the Vessel. AEDs shall be stored in a location that is accessible to trained rescuers. AEDs must be FDA approved and be suitable for shipboard use. The Vessel’s Medical Department Representative shall be trained to operate and maintain the AED.

C-9 LOADING AND DISCHARGING

C-9.1 General Loading and Discharging. The whole reach and burden of the Vessel shall be at the disposal of the Charterer, reserving only proper and sufficient space for Vessel’s Master, Officers, and crew, tackle, apparel, furniture, provisions, stores, and fuel. The Charterer shall have the use of all cargo handling equipment onboard and the Owner shall provide sufficient power to operate all the Vessel’s cargo handling equipment simultaneously. The Vessel shall work night and day.

C-9.2 Cargo Quantity Limitation. In no case shall the cargo exceed what the Vessel can reasonably stow and carry, in the judgment of the Master, over and above the space and burden necessary for Vessel’s Officers and crew, her cabin, tackle, apparel, furniture, provisions, fresh water, stores, necessary ballast and fuel.

C-9.3 Detention or Standby. If by reason of the Owner’s failure to use diligence to keep the Vessel in a thoroughly efficient state of hull, machinery, equipment, personnel, and other particulars relating to the seaworthiness of the Vessel, the Charterer incurs cost of stevedoring detention or standby time in connection with the loading or discharging of cargo, such costs shall be for the account of the Owner, provided, however, the Owner shall not be liable for such costs unless the period of detention or standby time exceeds 20 minutes. The Charterer, within 24 hours after the period of detention or standby time commences, shall give the Owner or its representative written notice of the detention or standby time.

C-9.4 Lighterage. Lighterage, if any, will be at the risk and expense of the Charterer, except as otherwise provided herein. For each evolution when scheduled, Owner shall obtain spill prevention booms for use during lightering operations and adequate fendering for alongside operations and be able to lighter (skin to skin) from another tanker. Contractor shall arrange oil spill protection and cleanup. Any items used by contractor herein are reimbursable.

C-9.5 Terminal Worker Damage. The Charter’s liability for damages caused by the tortuous or wrongful acts and omissions of government officials, personnel, and employees, including government terminal workers, is governed by Federal law. Nothing in this charter waives, or should be interpreted as a waiver, of the sovereign immunity of the United States.

Before submitting a claim or a request for equitable adjustment under the terms of the Disputes clause of this contract, see FAR 52.233-1 (Alt I), for damage or loss caused by governmental terminal…