SPECIALTIME PROFORMA 2020 .pdf

MSC SPECIALTIME 2020

MILITARY SEALIFT COMMAND

SPECIAL TIME CHARTER (SPECIALTIME)

PREAMBLE

1. This Request for Proposals (RFP) is a solicitation for offers to perform a Charter Party (the “Contract” or the

“Charter”) in accordance with the terms and conditions herein.

2. The Charter, when awarded, will consist of the completed Standard Form (SF) 1449, this Preamble, and Parts I through IX.

3. The signature of the Contracting Officer on SF 1449 signifies acceptance of the Contractor’s proposal and award of the Charter. The SF 1449 and Parts I through IX contain in full all of the amendments, references, responses, deletions, additions and interlineations made by both parties to the RFP and the proposal as of the

Charter Party date. In the event that there is any inconsistency between the terms and conditions of this

Contract and those in an offeror’s proposal, this Contract shall control. All references to boxes in Parts II through IX shall be to Part I boxes unless otherwise stated.

4. Each of the Parts or any portion thereof of this Charter Party shall be deemed severable, and should any Part or any portion thereof be held invalid, illegal, or unenforceable, the remaining Parts and portions thereof shall continue in full force and effect. The headings herein are for the sake of convenience and reference only, and shall not affect the interpretation of this Charter Party.

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LIST OF EFFECTIVE CHANGES

Revision Num. Description Date

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MILITARY SEALIFT COMMAND

COMMERCIAL ITEM ACQUISITION

SPECIAL TIME CHARTER

TABLE OF CONTENTS

I. SPECIAL TIME BOXES I-1 – I-11

II. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS (tailored pursuant to FAR 12.302(a)) II-1 – II-11

(a) Inspection (tailored)

(b) Assignment

(c) Changes (tailored)

(d) Disputes

(e) Definitions (tailored)

(f) Excusable Delays (tailored)

(g) Invoice

(h) Patent Indemnity

(i) Payment

(j) Risk of Loss (tailored)

(k) Taxes (tailored)

(l) Termination for the Government's Convenience

(m) Termination for Cause (tailored)

(n) Title

(o) Warranty (tailored)

(p) Limitation of Liability

(q) Other Compliances

(r) Compliance with Laws Unique to Government Contracts

(s) Order of Precedence (tailored)

(t) System for Award Management (SAM)

(u) Unauthorized Obligations

(v) Incorporation by Reference

III. SPECIAL TIME TERMS AND CONDITIONS

(Addendum to FAR 52.212-4) III-1 – III-5

(a) Charter Hire

(b) Mission

(c) Reporting Requirements

(d) Crew

(e) MARAD Construction Differential Subsidy (CDS)

(f) Reserved

(g) Loading and Discharging

(h) Oil Pollution Spill

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(i) Safety in Loading and Discharging

(j) Reserved

(k) Cleaning

(l) Spain-Gibraltar Prohibition

IV. TIME CHARTER COMMON TERMS AND CONDITIONS

(Addendum to FAR 52.212-4) IV-1 – IV-29

(a) General Definitions

(b) Delivery

(c) Redelivery

(d) Ports/Places

(e) Charter Period

(f) Drydock

(g) Insurance

(h-1) War

(h-2) Government War Risk Insurance/Indemnity

(i) Readiness

(j) Off-Hire

(k) Supercargo and Government Designated Representatives

(l) Time Lost

(m) Negligence of Pilots

(n) Port Charges and Expenses

(o) Owner’s Obligation

(p) Fuel

(q) Reduced Operational Status (Layup)

(r) Waiver of Claims

(s) Charter Not a Demise

(t) Subcharter

(u) General Average

(v) Salvage

(w) Limitations

(x) Alterations

(y) Reimbursable Supplies and Services (Charters)

(z) Standards of Appearance

(aa) Savings

(ab) Law Governing

(ac) Substitution

(ad) MSC Shipboard Antiterrorism/Force Protection Measures

(ae) Payment

(af) Special Requirements

(ag) Statutory Employee

(ah) Reserved

(ai) Security Threat

(aj) Immunizations (U.S. -Flag Only)

(ak) Changes Applicable to Foreign Flag Awards Only

(al) Investigations

(am) Military Extraterritorial Jurisdiction Act

(an) Antiterrorism and Physical Security

(ao) Bonuses

(ap) No-Cost Cancellation

(aq) Enterprise Wide Contractor Manpower Reporting Application

(ar) Contractor’s Notice Regarding Litigation

(as) Safety Management System

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V. SPECIAL TIME ADDITIONAL CONTRACT REQUIREMENTS

(AS APPLICABLE) (Addendum to FAR 52.212-4) V-1 – V-8

(Unless specifically referenced in Box 6, the paragraphs that follow do not apply to this Charter Party)

(a) Security Clearance

(b) Reserved

(c) Navigational Equipment

(d) Fuel Monitoring

(e) Time Charter War Risk Coverage

(f) Automated External Defibrillator (AED)

(g) Reserved

(h) Crew Appearance

(i) Reserved

(j) Reserved

(k) Tugs and Barges

(l) Contractor Security (CS)

(m) Option to Purchase Time Chartered Vessel

(n) Cancellation Fee

VI. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED

TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—

COMMERCIAL ITEM VI-1 – VI-8

VII. CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE

ACQUISITIONS OF COMMERCIAL ITEMS VII-1 – VII-2

VIII. ADDITIONAL FAR AND DFARS CLAUSES VIII-1 – VIII-7

IX. ATTACHMENTS IX-1 – IX-43

(a) Attachment IX(A) - US Department of Labor Wage Determination

(b) Attachment IX(B) - Guidelines for Full/Partial Off-Hire Percentages on Readiness Issues

(c) Attachment IX(C) - Government Furnished Property (GFP) and Directives

(d) Attachment IX(D) - Basic Pricing Data

(e) Attachment IX(E) - DD Form 254, Contract Security Classification Specification

(f) Attachment IX(F) - Crew Complement

(g) Attachment IX(G) - Vessel Requirements & Performance Work Statement (PWS)

(h) Attachment IX(H) - Request for Clarifications

(i) Attachment IX(I) - Anti-Terrorism/Force Protection (AT/FP) Requirements

(j) Attachment IX(J) - Specifications for Chemical, Biological and Radiological Defense (CBR-D)

Decontamination Station

(k) Attachment IX(K) - Shipboard Security System (SSS) Requirements

(l) Attachment IX(L) - Disclosure of Lobbying Activities (SFLLL)

(m) Attachment IX(M) - COMSCINST 3121.9 Series, MSC Standard Operating Manual (SOM)

(n) Attachment IX(N) - Contract Data Requirement List (CDRL)

(o) Attachment IX(O) - Mission Cargo Data

(p) Attachment IX(P) - Missions Essential Contractor Services Plan (MECSP) Worksheet

(q) Attachment IX(Q) - Technical Evaluation Worksheet

(r) Attachment IX(R) - Classified Vessel Requirement (Not distributed with Solicitation-post award)

(s) Attachment IX(S) - Fuel Consumption Template

(t) Attachment IX(T) - Shipyard Data Information Template

X(A). INSTRUCTIONS TO OFFERORS – SPOT CHARTER X-1 – X-7

(a) Required FAR Clauses (Incorporated by Full Text)

(1) FAR 52.212-1 Instructions to Offerors – Commercial Items

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(tailored pursuant to FAR 12.302(a))

(a) North American Industry Classification System (NAICS) Code and Small Business Size Standard

(b) Submission of Offers (tailored)

(c) Period for Acceptance of Offers (tailored)

(d) Vessel Substitutions (tailored)

(e) Multiple Offers

(f) Late Submissions, Modifications, Revisions, and Withdrawals of

Offers

(g) Contract Award

(h) Multiple Awards

(i) Availability of Requirements Documents Cited in the Solicitation

(j) Unique Entity Identifier (UEI)

(k) System for Award Management

(l) Debriefing

(m) Service of Protest (tailored)

(n) FAR 13.5 Acquisition

(2) FAR 52.215-5 Facsimile Proposals

(3) FAR 52.212-1 (Addendum) Additional Instructions to Offerors—Commercial Items

X(B). INSTRUCTIONS TO OFFERORS – LONG-TERM CHARTER X-8 – X-15

XI(A). FAR 52.212-2 EVALUATION – COMMERCIAL ITEMS

(tailored pursuant to FAR 12.302(a)) – SPOT CHARTER XI-1 – XI-3

XI(B). FAR 52.212-2 EVALUATION – COMMERCIAL ITEMS

(tailored pursuant to FAR 12.302(a)) – LONG-TERM CHARTER XI-4 – XI-8

XII. OFFEROR REPRESENTATIONS AND CERTIFICATIONS

REQUIRED BY FAR XII-1 – XII-21

XIII. OFFEROR REPRESENTATIONS AND CERTIFICATIONS

REQUIRED BY DFARS XIII-1 – XIII-2

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Vessel(s):

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

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PART I - SPECIALTIME BOXES

Solicitation Number (date): Contract Number (date):

1. Vessel(s) Required:

2. Place / Range of Delivery:

3. Place / Range of Redelivery:

4. Charter Period):

5. Laydays:

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

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GENERAL DATA

7. Vessel/Flag/Year Built:

8. Proposal Firm Until:

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 10):

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PRICING DATA

BOX NOS., SHIP STATUS, AND EXPENDITURE TYPES

13. FOS

14. ROS Less Than 10

Days

15. ROS 10 Days and

Longer

Base Period: $ ___________ $ ___________ $ ___________

1st Option Period $ ___________ $ ___________ $ ___________

2nd Option Period $ ___________ $ ___________ $ ___________

3rd Option Period $ ___________ $ ___________ $ ___________

4th Option Period $ ___________ $ ___________ $ ___________

16. Indicate anticipated crewing arrangements during ROS (Less Than 10 Days) and ROS (10 Days and Longer):

17. Other Price Elements:

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LAYDAYS PROPOSED

18. Laydays Proposed:

19. Estimated Readiness Date:

VESSEL DATA

20.

Voluntary Intermodal Sealift Agreement (VISA) Status of Offeror and Vessel(s): SELECT ONE

Offeror IS a VISA Participant Vessel(s) offered IS (ARE)) Enrolled in VISA

Offeror HAS APPLIED to be a VISA Participant Vessel(s) offered WILL BE Enrolled in VISA

Offeror IS NOT a VISA Participant Vessel(s) IS (ARE) Not Enrolled in VISA

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

22. Place built

23. Year built: Flag:

24. INMARSAT Ident. :

25. Vessel's e-mail/Fax :

26. Call Letters:

27. Official number:

28. Net registered tonnage:

29. Panama Canal tonnage :

30. Gross registered tonnage:

31. Suez Canal tonnage :

32. Beam (extreme)

a. (ft.) b. (m)

33. Length Overall:

a. (ft.) b. (m)

34. Immersion (on draft in Box 36):

a. (LT/in) b. (t/cm)

35. Length between perpendiculars:

a. (ft.) b. (m)

36. Summer mean draft:

a. (ft.) b. (m)

37. Deadweight capacity (on draft in Box 36):

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/kilowatts:

a. (hp) b. (kW)

41. Brake Horsepower/kilowatts:

a. (hp) b. (kW)

42. Nationality of Master/Officers/Crew: 43. Number of persons other than crew that can be carried:

44. Classification society entered and class assigned:

45. Insured value of vessel (USD):

46. Vessel's present position/destination:

47. Last dry-dock date (mm/dd/yy): 48. Next dry-dock date (mm/dd/yy):

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49. MarAd subsidized vessel: Yes _____

Will not be subsidized after post award sale.

No ______

CARGO CAPACITY (as applicable)

50. Total grain cubic capacity (cu ft. / cubic meters’ underdeck, exclusive of deep tanks, wing tanks, reefer spaces, and spaces fitted with cell guides):

51. Total Bale cubic capacity (cu ft. / cubic meters’ underdeck, exclusive of deep tanks, wing tanks, reefer spaces, and spaces fitted with cell guides):

52. Number of tween decks:

53. Cargo Space

a. Square footage of cargo space (note particularly total ft2, ft2 with 10 ft. clearance, ft2 underdeck, Ro/Ro Space):

b. Square meters of cargo space (note particularly total m2, m2 with 3.048 m clearance, m2 underdeck, Ro/Ro Space):

54. Total underdeck container capacity (TEU/FEU):

55. Total on-deck container capacity (TEU/FEU):

56. Total refrigerated-container capacity (TEU/FEU, including number/style of outlets):

57. Reefer-space capacity (cu ft. / cu meters):

58. Deep-tank capacity (cu ft./cu meters/bbls):

59. Capacity of spaces fitted with cell guides (TEU):

60. Amount and location of permanent ballast carried:

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61. General description of ramps (number, location, size, capacity, and type):

(note particularly weight of heaviest permissible vehicle in LT or t)

VESSEL CAPACITY (continued)

62. General description of vessel spaces and special features:

Decks: number, size in ft2 and cu ft.; size in m2 and cu m; strength in psf/kPa; arrangement

Holds and Hatches: number and size

Hatch Covers: number, size, composition, and type

Underdeck Height Restriction

Description of lashing points; lashing and securing gear; type;

description; and amount aboard

Barge-Stowage Particulars

Float-on / Float-off Particulars

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GEAR

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

CASUALTIES / DEFICIENCIES / WARRANTS

64. Has vessel been involved in any serious grounding or collision within twelve months from the submission date of this proposal?

(include full description if "yes")

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

65A. Identify any port(s) in which you have any active arrest warrants or similar actions pending that would either delay the vessel from performing, or otherwise prevent the vessel from free entry/departure.

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FUEL CONSUMPTION AT SERVICE SPEEDS

66. Average warranted speed (knots, for laden, moderate weather): 67. Average warranted speed (knots, for ballast, moderate weather):

68. Average fuel consumption (net bbls at 60 deg F and grade(s): for laden, moderate weather passage at speed identified in Box 66):

69. Average fuel consumption (net bbls at 60 deg F and grade(s): for ballast, moderate weather passage at speed identified in Box 67):

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

71. Idle fuel period fuel consumption (net bbls at 60 deg F and grade(s)):

FUEL CONSUMPTION AT VARIABLE SPEEDS

Average fuel consumption (net bbls at 60 deg F for all grades and all engines/auxiliaries utilized while underway over moderate-weather passages at the speed, ranges, and grade(s) indicated):

72: Grades Consumed:

73 A. LADEN 73 B. BALLAST

Knots

Net bbls per mile

Net bbls per day

Operating

Range (NM)

Knots Net bbls per mile Net bbls per day Operatin g Range

(NM)

08 08

09 09

10 10

11 11

12 12

13 13

14 14

15 15

16 16

17 17

18 18

19 19

20 20

21 21

22 22

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FUEL GRADE

74. Minimum vessel fuel specifications

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CONTINUATION

75. Space for continuation of responses (refer to prior box numbers):

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CONTINUATION

75. Space for continuation of responses (refer to prior box numbers):

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PART II. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (AUG 2017)

(tailored pursuant to FAR 12.302(a))

* Indicates that the clause is not tailorable.

^ Indicates that the clause has not been tailored.

(a) INSPECTION (TAILORED)

(1) In General

(i) The Vessel and Associated Equipment shall be subject to the Government's inspection as to suitability for the required service prior to delivery and subject to subsequent inspections at any time during the period of this Charter to determine continuing suitability for the required service as well as to determine whether the material condition of the Vessel and Associated Equipment will prevent effective operation during basic and optional periods (if any) of this Charter. Such inspections may include, but not be limited to:

(A) Condition and operability of all gear including standing and running rigging, cranes, booms, gantries, and status of regulatory body inspections of same;

(B) Condition and operability of navigation, communication, and environmental protection equipment and existence of appropriate technical manuals and onboard spares;

(C) Condition (tightness and preservation) of hull, deck plating, superstructure, divisional bulkheads and the operability of ground tackle;

(D) General material condition and maintenance of the Vessel;

(E) Condition, operability, and certification of required safety and firefighting equipment;

(F) Operability and safety of engineering spaces and equipment;

(G) Bunker survey;

(H) Condition of all equipment required under this Charter;

(I) Condition (tightness and preservation) of access equipment including hatch covers, between-deck covers, doors, ramps, ports, and elevators;

(J) Condition of holds.

(ii) The Government further reserves the right to have the Vessel surveyed at any time by an independent surveyor.

(iii) If in the opinion of the Government Inspector or independent surveyor deficiencies exist that preclude the adequacy of the Vessel for the assigned service, a notice for correction will be issued.

In the event that the stated deficiencies are not corrected in a reasonable period of time and in the opinion of the Contracting Officer (based upon the recommendation of the Government Inspector and/or the independent surveyor) the Vessel is inadequate for the intended services or unable to operate for the remaining period of this Charter as a result of these deficiencies, the Government reserves the right to cancel this Charter at no cost to the Government at any time during its term or to take any other action available under this Charter Party or authorized by law.

(iv) The Vessel horsepower identified in Boxes 40 and 41 shall, if required by the Contracting Officer, be verified by an independent surveyor approved by the Government.

(2) Predelivery Inspection. A predelivery inspection of the Vessel may be held at the Charterer's option; such inspection shall be of an advisory nature only. At any such inspection, any representation of a Government representative present, or lack thereof, shall not be binding on the Charterer. This inspection shall be conducted, if possible, in a shipyard and on a date mutually agreeable to the Owner and the Government.

The Owner will be advised of the condition of the Vessel and Associated Equipment as found by the

Inspector. This predelivery procedure is to enable the Owner to correct any deficiencies discovered before the delivery inspection. The results of any predelivery inspection under this paragraph shall further be without prejudice to any later determinations that the Vessel or its Associated Equipment are unsuitable

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under this Charter Party, whether made at the delivery inspection or at any time during the period of the charter period including options if exercised.

(3) Service Inspection

(i) If any of the services do not conform to contract requirements, the Government may require the

Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the

Government may –

(A) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(B) Reduce the contract price to reflect the reduced value of the services performed.

(ii) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may –

(A) By contract or otherwise, perform the services and charge the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(B) Terminate the contract for default.

*(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 (TAILORED)

Changes within the general scope of any of the terms and conditions of this Contract may be ordered by the

Contracting Officer. If any such change causes an increase or decrease in the cost of performance, such change will be the subject of a bilateral modification to the Contract. However, nothing in this clause shall excuse the

Contractor from proceeding with the Contract as changed.

*(d) DISPUTES

This contract is subject to the Contract Disputes Act of 1978, 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 (TAILORED)

The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. Additional definitions are listed in Part IV.

(f) EXCUSABLE DELAYS (TAILORED)

(1) Excepted events. Neither the Vessel, her Master, the Owner, nor the Charterer shall, unless otherwise in this Charter Party expressly provided, be responsible for any loss or damage or delay or failure in performing hereunder arising or resulting from any act of God; act of public enemies, pirates, or assailing thieves; arrest or restraint of princes, rulers, or people; seizure under legal process provided bond is promptly furnished to release the Vessel; flood; fire; blockade; riot, insurrection, or civil commotion;

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earthquake; or explosion. The Vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist Vessels in distress, and to deviate for the purpose of saving life or property, or to go into dry dock or into ways with or without cargo, passengers or other personnel, as applicable, onboard.

(2) Notification. 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.

(3) Reservation. The exceptions identified in subparagraph (1) above shall not be such as to affect the Owner's warranties respecting the condition of the Vessel, or the Owner's obligations respecting the services specified under this Charter. Defaults of subcontractors at any tier or the Owner’s failure to perform due to a labor disruption, labor dispute, or strike shall not constitute excepted events under subparagraph (1).

*(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.

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(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 Section 611 of the

Contract Disputes Act of 1978 (Public Law 95-563), 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).

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(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 (TAILORED)

(1) Carriage of Goods by Sea Act (COGSA). Except as otherwise specified herein, the Owner, Vessel, and

Charterer in all matters arising under this Charter Party shall be entitled to the like privileges, rights, and immunities (from the time the cargo is loaded until the time it is discharged from the Vessel) as are contained in 46 U.S.C. App. 1300-1315. However, any references in COGSA to (a) notices of loss or damage or (b) limitation-of-action periods shall not apply to this Charter Party. For purposes of this

Charter Party, the term "carrier" as used in COGSA shall mean "the Owner" and the term "shipper" shall mean "the Charterer."

(2) Containers. For purposes of the application of COGSA, goods shipped in containers that are stowed on deck shall be deemed shipped under deck. With respect to the limitation of liability provisions of COGSA, a container shall be considered a single package only if bulk cargo is stored therein. For non-bulk cargo shipped in containers, the limitation of liability provisions of COGSA shall apply to each package within a container or, for non-packaged cargo, to each measurement ton of cargo within the container. See also

III(j) (Deck Cargo).

(3) Package limit. Except in the case of containerized cargo, for purposes of the application of COGSA, in the case of any loss or damage to or in connection with goods exceeding an actual value of $500 per package, or in the case of goods not shipped in packages, per measurement ton, the value of the goods shall be deemed to be $500 per package or per measurement ton, and the Owner's liability, if any, shall be determined on the basis of the value of $500 per package or per measurement ton, unless the nature of the goods and a valuation higher than $500 shall have been declared in this Charter Party and, in such case, if the actual value of the goods per package or per measurement ton shall exceed such declared value, the value shall nevertheless be deemed to be the declared value. Should the Charterer declare valuation higher than $500.00 per package or per measurement ton, the Charterer shall direct the Owner to obtain increased cargo legal-liability coverage on said higher-declaration cargo, with the expense of any additional premia and incurred deductibles therefore for the Charterer's account.

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(4) Other statutes. The Owner and the Vessel shall have the benefit of all limitations of and exemptions from liability accorded the Owner by any U.S. statute or rule of law for the time being in force (except to the extent that contract terms entitle the Government to compensation from the Contractor for the Contractor's failure to perform the requirements and obligations of this Charter or to the extent such statute or rule of law is subordinate to any statutorily mandated provision of this Charter Party by operation of law).

(5) Fire. Neither the Owner nor any corporation owned by, subsidiary to, or associated or affiliated with the

Owner shall be liable to answer for or make good any loss or damage to the cargo occurring at any time and even though before loading on or after discharge from the Vessel, by reason or by means of any fire whatsoever, unless such fire shall be caused by its design or neglect or unless such wholly owned, subsidiary, or associated corporation serves as underwriter for the Owner and the policy between the

Owner and underwriter provides coverage for such liability.

(k) TAXES (TAILORED)

The contract price includes all applicable Federal, State, and local taxes and duties except as otherwise provided in this Charter Party.

^(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 (TAILORED)

(1) 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.

(2) If this Contract is terminated while the Contractor has possession of Government goods, the Contractor shall, upon direction of the Contracting Officer, protect and preserve the goods until surrendered to the

Government or its agent. The Contractor and Contracting Officer shall agree on payment for the preservation and protection of the goods. Failure to agree on an amount will be a dispute under the

Disputes clause.

(3) The rights and remedies of the Government herein are in addition to any other rights and remedies provided by law or under this Contract.”

^(n) TITLE

Unless specified elsewhere in this Contract, title to items furnished under this Contract shall pass to the

Government upon acceptance, regardless of when or where the Government takes physical possession.

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*(o) WARRANTY (TAILORED)

(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 Part I of this Charter Party and, if required under this Charter Party (see DFARS 252.247-7025 at VIII(b) (20) concerning requirements for reflagging work in U.S. shipyards), that the Vessel shall be under U.S. flag upon delivery. 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.

(2) Regulatory compliance. The Owner warrants that the Vessel and all Associated Equipment shall be in full compliance with all applicable international conventions and all applicable laws, regulations, and other requirements of the nation of registry 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 additionally operate in compliance with the International Maritime Dangerous Goods Code. 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 ISO/IMO regulations. The Owner further warrants that the Vessel shall have onboard all certificates, records, or other documents required by the aforesaid conventions, laws, regulations, and requirements, including a Certificate of Financial Responsibility meeting the requirements of the U.S.

Coast Guard (USCG) and promulgated pursuant to the U.S. Federal Water Pollution Control Act, as amended, and/or the Oil Pollution Act of 1990. (OPA90)

(3) Complement. The Owner warrants that the Vessel shall have an efficient and legally sufficient complement of Masters, Officers, and crew with adequate training and experience in the operation of all of the Vessel’s equipment.

(4) Fuel and speed warranty.

(i) Moderate weather: service speeds.

(A) Laden. The Owner warrants that, unless otherwise ordered by the Charterer, the Vessel is capable of maintaining, throughout the period of this Charter Party, the average speed in knots identified in Box 66 on any given moderate-weather passage from sea buoy to sea buoy while fully laden to summer marks. On any such passage as just described at the average speed identified in Box 66, daily fuel consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s) identified in Boxes 68 and 70, for the grade(s)/viscosity(ies) therein identified to be consumed.

(B) Loitering. The Owner warrants that, unless otherwise ordered by the Charterer, the Vessel is capable of maintaining, throughout the period of this Charter Party, the average speed in knots identified in Box 67 on any given moderate-weather passage while in a loitering condition. On any such passage as just described at the average speed identified in Box 67, daily fuel consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s) identified in

Boxes 69 and 70, for the grade(s)/viscosity(ies) therein identified to be consumed.

(ii) Moderate Weather: Variable Speeds. For periods during which the Charterer orders the Vessel to operate at speeds other than those identified in Boxes 66 or 67, the Owner warrants that the Vessel's total fuel consumption (including all auxiliaries) in net barrels at 60 degrees Fahrenheit at those ordered speeds in moderate weather shall be at the average rates identified in Box 73 for the stated speed, range, and load conditions for the grade(s)/viscosity(ies) therein identified to be consumed.

(iii) Auxiliaries. The Owner warrants that the Vessel's fuel consumption (underway/steaming/laden) in net barrels at 60 degrees Fahrenheit for all auxiliaries, in addition to any fuel consumption identified

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in Boxes 68 or 69, shall be at the average rate identified in Box 70 for the grades/viscosities therein identified to be consumed, regardless of speed or weather conditions.

(iv) Idle Periods. The Owner warrants that the Vessel's fuel consumption in net barrels at 60 degrees

Fahrenheit during all periods at anchor or alongside berth shall be at the average rate identified in

Box 71, for the grade(s)/viscosity(ies) therein identified to be consumed.

(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 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. 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.

Owner will provide evidence of such compliance within three working days from the date of the fixture.

(6) Communications/Navigation Equipment. Vessel shall be equipped with all navigation equipment required by USCG or flag state (if non-US Flag) as appropriate and in full compliance with all international requirements and regulations. Vessel must also have INMARSAT, facsimile and email capability and, if not included elsewhere, contractor shall provide contact numbers for same on award.

(7) Financial Responsibility. Owner warrants that it has secured, and carries aboard the Vessel, a Vessel

Certificate of Financial Responsibility (Water Pollution) issued by the USCG in accordance with 33 C.F.R.

138.65.

(8) Remedies. Should actual performance or readiness condition of the Vessel show any failure to satisfy one or more warranties or other Charter requirements not due to the fault of the Charterer, the hire may be equitably decreased, this Charter may be terminated, or the Vessel may be placed off-hire, at the Charterer's option so as to indemnify the Charterer to the extent of such failure. However, in all cases the Owner shall bear the cost of excessive fuel consumption resulting from the Owner’s breach of its fuel warranties. The foregoing remedies shall not limit other recoveries available under law or within this Charter.

^(p) LIMITATION OF LIABILITY

Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

^(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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 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. 423 relating to procurement integrity.

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(s) ORDER OF PRECEDENCE (TAILORED)

Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) Information set forth in the Boxes (Part I);

(2) Paragraphs (b), (d), (g), (i), (q) and (r) of FAR 52.212-4 (as tailored);

(3) The clause at FAR 52.212-5;

(4) Any remaining addenda or portions thereof within this solicitation or Contract;

(5) The Standard Form 1449;

(6) Solicitation provisions if this is a solicitation;

(7) Other documents, exhibits, and attachments.

^(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.

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(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 User 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.

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PART III. SPECIAL TIME TERMS AND CONDITIONS (Addendum to FAR 52.212-4)

(a) CHARTER HIRE

(1) Hire Rates. Charter hire for services under this Charter Party shall be payable at the applicable rates stipulated in Boxes 13 – 15 and shall be earned at the expiration of each fifteen (15) days of the charter period. Except as otherwise provided herein, said hire rates shall be considered payment in full for all services of the Vessel and Associated Equipment under this Charter including all overtime (including but not limited to crew overtime/penalty time required for the opening and closing of hatches), penalty time, bonuses, payments, and emoluments payable to Master, Officers, and crew for services under this Charter irrespective of the geographic scope of said service and the nominal carriage of ammunition and hazardous cargoes. Said hire rates are exclusive of the costs of fuel and port charges, which are addressed at IV (p)

(Fuel) and IV (n) (Port Charges and Expenses) below, respectively, and other stevedoring costs such as loading, securing and discharging cargo.

(2) Loss of Vessel. Should the Vessel be either lost or missing and presumed lost, Charterer may, at its sole discretion, terminate this Charter, in which case hire shall cease to be payable at the time of the loss or, if said time is unknown, at the time of the Vessel’s last received communication. Similarly, should the

Vessel become a constructive total loss, Charterer may, at its sole discretion, terminate this Charter, in which case hire shall cease to be payable at the time of the casualty resulting in the constructive loss. The

Vessel shall be considered missing and presumed lost when, after a reasonable lapse of time, it fails to reach its next scheduled port and reasonable efforts to contact it fail.

(b) MISSION

To the extent consistent with the Vessel's certification and applicable regulation, the Vessel may be employed worldwide for any lawful mission. The Vessel shall work day and night when and as ordered by Charterer.

(c) REPORTING REQUIREMENTS

Charterer’s Instructions. The Charterer shall furnish the Master with all requisite instructions and sailing directions in writing, including the COMSC “Standard Operating Manual” (SOM) COMSCINST 3121.9 Series.

The Master shall exercise due diligence to observe all such orders and instructions of the Charterer with respect to the Charterer's employment of the Vessel's services. Vessel must meet all MSC requirements for reporting.

Reports required of the Vessel include, without limitation, the following:

(i) Movement reports (see SOM, section 2-4-1);

(ii) Pre-arrival reports (see SOM, section 2-7-3);

(iii) Casualty reports (see SOM, section 4-3);

(iv) Defense Readiness Reporting System-Navy (see SOM, Section 4-1); and

(v) Position Reports. (see SOM, section 2-4-2). Vessel shall provide position/status reports in-port and…