DRYTIME 2026 (02-26).pdf

MSC DRYTIME 2026 (02-26)

MILITARY SEALIFT COMMAND

DRY CARGO TIME CHARTER (DRYTIME – SPOT)

FEBRUARY 2026 (02-26)

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

Description Part I - DRYTIME Boxes, DRYTIME Box 27; changed from Official number to IMO number.

Part II has been deleted and replaced in its entirety.

Part III(n) Vessel Name Release revised to read “Reserved.” Can be found in Part X(j).

Part III(s) Owner(s) Consideration for Vessel Delay; added.

Part V(x) Receipt and Shipment of A DRAKE System; added.

Part VI has been deleted and replaced in its entirety.

Part VII has been deleted and replaced in its entirety.

Part VIII is hereby “Reserved.”

Part X has been deleted and replaced in its entirety.

Part XI has been deleted and replaced in its entirety.

Part XII is hereby “Reserved.”

Part XIII is hereby “Reserved.”

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MILITARY SEALIFT COMMAND

COMMERCIAL SERVICES ACQUISITION

DRYTIME CHARTER

TABLE OF CONTENTS

PART

I DRYTIME BOXES

II FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

III DRY CARGO TIME TERMS AND CONDITIONS

IV TIME CHARTER COMMON TERMS AND CONDITIONS

V DRY CARGO TIME ADDITIONAL CONTRACT REQUIREMENTS

(AS APPLICABLE)

VI FAR AND DFARS CLAUSES INCORPORATED BY REFERENCE

VII FAR AND DFARS PROVISIONS INCORPORATED BE REFERENCE

VIII RESERVED

IX ATTACHMENTS

X 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

XI FAR 52.212-2 EVALUATION–COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

XII RESERVED

XIII RESERVED

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Vessel(s):

Contractor, Unique Entity Identifier (UEI), CAGE Code, TIN (and TIN of parent, if applicable):

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PART I - DRYTIME 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:

Commencing:

Cancelling:

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):

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10. Contractor (name, address, phone, e-mail, fax):

CPARS POC, if different from above (name, email):

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

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

Full Operational Status (FOS) – Per Day

13. Base Period: INSERT NUMBER OF DAYS $

14. 1st Option: INSERT NUMBER OF DAYS $

15. 2nd Option: INSERT NUMBER OF DAYS $

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16. Provide vessel’s itinerary confirming the vessel can meet the layday(s):

17. Delivery/Redelivery Bonuses: Must be Explained by Offeror

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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. IMO 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:

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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):

49. MarAd subsidized vessel: Yes _____

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):

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

60. Amount and location of permanent ballast carried:

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

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

CARGO CAPACITY (continued)

62. General description of cargo 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

GEAR

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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")

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

65B. 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

Operati ng 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

PRODUCTS AND COMMERCIAL SERVICES (DOW DEVIATION 01 FEB 26) (tailored pursuant to FAR 12.205(b))

(a) Definitions. (TAILORED) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference. Additional contract-specific definitions are listed in Part IV.

(b) Inspection/Acceptance. (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 cargo handling 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 cargo access equipment including hatch covers, between-deck covers, doors, ramps, ports, and elevators;

(J) Condition of holds.

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(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 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.

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(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.

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

(d) 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.

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

(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; 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

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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. The Government will handle invoices according to the Prompt Payment Act (31

U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

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

(i) Payment—

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

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

3. 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

4. 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 line item or subline item, if applicable;

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(D) Contractor point of contact; and

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

5. Interest.

i. All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

iii. Final decisions. The Contracting Officer will issue a final decision as required by FAR part 33 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 FAR part 32).

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 termination for cause.

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

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(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 for interest credits prescribed in FAR part 32 in effect on the date of this contract.

6. (TAILORED) All invoices’ shall include supporting, documentation supporting in at a minimum include:

i. Provide conversion rate of foreign currency to US dollar on the last date of services rendered (copy of online currency conversion website).

ii. For port expense invoices provide cover sheet to supporting documentation that states only those services for charterer’s account in the foreign currency and conversion to US dollar on the last date of services rendered.

iii. Limit one port visit per invoice submission, multiple port visit invoices will be rejected.

iv. For any port expense presented in a foreign language, the following conditions must be satisfied to be considered for Government reimbursement:

(A) At a minimum, all port charges for which reimbursement is sought must be translated into English. In lieu of direct translation on the invoice, an itemized list of the charges in English is acceptable. This list must clearly identify and cross-reference with supporting documentation for each charge.

(B) All invoices and accompanying supporting documents must be clear, legible, and easy to understand. Any invoice or supporting document that is not readily comprehensible will be rejected.

(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

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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.

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.

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(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 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.

(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

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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.

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) Ballast. 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 from sea buoy to sea buoy while in a ballast 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.

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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 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. Vessel shall provide a minimum committed information rate (CIR), for satellite communications capability, of 1024/1024 Kbps to support connection of Department of Defense embarked unclassified and classified voice and data communications capabilities.

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.

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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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 (c), (e), (g), (i), and (q) of FAR 52.212-4 (as tailored);

3. Any remaining addenda or portions thereof within this solicitation or Contract;

4. The Standard Form 1449;

5. Solicitation provisions if this is a solicitation;

6. Other documents, exhibits, and attachments.

(s) Unauthorized obligations.

1. Except as stated in paragraph (s)(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.

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

2. Paragraph (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

1. The Comptroller General of the United States, or an authorized representative of the

Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

2. The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

3. As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

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

(End of clause)

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PART III. DRY CARGO (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 including the 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, which are addressed in III(g) (Loading and Discharging) below.

(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.

(3) Off-hire. The owner shall not invoice for charter hire or other charter expenses as outline in this charter party during periods of off-hire without Contracting Officer’s prior written approval.

(b) MISSION

The Vessel may be employed in worldwide trade for the following: transportation and/or prepositioning of cargo (including but not limited to hazardous cargoes, explosives, ammunition, vehicular, containerized, and general cargoes) and military readiness, in accordance with the terms of this Charter.

(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:

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(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) Dry-cargo reports (see SOM, section 3-7);

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

(vi) Position Reports. (see SOM, section 2-4-2). Vessel shall provide position/status reports in-port and at-sea every six (6) hours daily at 0000, 0600, 1200, and 1800 hours local Eastern Time (GMT-5 EST/GMT-4 EDT). Position reports shall be issued by electronic mail to the addresses designated in the cargo orders or other direction as issued by the appropriate Program Office or Area Command.

MSC Area Commands and MSCHQ may require additions or deletions to the addressees on the Position Reports and may also require additional reporting requirements. See Box 6 for addees.

These reports must include the Vessel’s Speed of Advance and the ETA to the next port.

(d) CREW

(1) Conduct of Master, Officers, and Crew. The Master, Officers, and crew shall be appointed or hired by the Owner and shall be deemed to be the servants and agents of the Owner at all times except as otherwise specified in this Charter. The Master of the Vessel shall be under the Charterer’s direction with regard to the employment of the Vessel, but shall not be under the Charterer's orders with regard to the navigation, care, and custody of the Vessel. If the Charterer shall have reason to be dissatisfied with the conduct of the Master, Officers, or crew, the Owner shall, upon receiving the particulars of the complaint, investigate the matter and resolve the issue to the satisfaction of the charterer. Any and all additional costs including but not limited to attorney’s fees incurred as a result of removal of such personnel shall be for the Owner’s account.

(2) Qualifications. The Master, Officers, and crew shall be U.S. citizens to the extent required by U.S. law (if Vessel is U.S.-flag) and shall be conversant with English, and in possession of valid and current certificates, licenses, and documents.

(3) Identification Cards. In the event Government identification cards are issued to Master, Officers and crew, the Contractor shall be responsible for tracking and, upon redelivery of the Vessel, returning all cards.

(4) OCONUS Contractor Conduct. Upon award of this Contract, the Contractor shall immediately notify all contractor personnel, who are or who will be employed by, or who are or who will be accompanying, United States Naval Forces outside the continental United States (OCONUS), and who are not a host country national ordinarily resident in the host country, that such personnel, and any dependents residing with such personnel, who engage in conduct OCONUS that would constitute an offense punishable by

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imprisonment for more than one year if the conduct had been engaged in within the special maritime and territorial jurisdiction of the United States, may potentially be subject to the criminal jurisdiction of the United States as required by the Military Extraterritorial Jurisdiction Act of 2000, Pub. L. 106-523, 114 Stat. 2488, codified at 18 U.S.C. 3261 – 3267, as implemented by DoD Instruction 5525.11, “Criminal Jurisdiction over Civilians Employed by or accompanying the Armed Forces outside the United States.” Reference is made to Secretary of Defense memo dated 10 March 2008; "UCMJ jurisdiction Over DoD Civilian Employees, DoD Contractor Personnel, and Other Persons Serving with or Accompanying the Armed Forces Overseas During Declared War and in Contingency Operations."

(5) Combating Trafficking in Persons (CTIP). Contractors are required to complete a CTIP checklist, when requested by the Contracting Officer, for the government to verify the contractor is not engaging in any CTIP prohibited activities and report dates completed to Contracting Officer or designated person.

(e) MARAD CONSTRUCTION DIFFERENTIAL SUBSIDY (CDS)

The Contractor, if operating a Vessel or Vessels built with Construction Differential Subsidy (CDS) unequivocally agrees that there will be no increase in contract price due to any liability to repay CDS which such Contractor may incur.

(f) CARGO RECEIPT

(1) Manifest/Bill of Lading. The Charterer or consignor of the cargo shall prepare a manifest and/or bill of lading, which shall list the cargo loaded on the Vessel. The Master shall sign said cargo receipt(s) in acknowledgment of the receipt of cargo said to have been loaded by the Charterer or the consignor of the cargo, without responsibility as to quantities, mixture, mark, number of packages, weights, etc., or the apparent condition of the cargo, it being understood that it is the Charterer's or the consignor's responsibility to tally the cargo and to check the condition thereof upon loading and discharging. The Contractor shall provide a copy of the signed manifest(s) upon request by the Government.

(2) Charter Paramount. Any receipt signed by or on behalf of the Master or Agent shall be without prejudice to the terms, conditions, and exceptions of this Charter and subject to all of them. The terms of this Charter Party shall apply to any shipment made by the Government whether or not bills of lading are issued.

(g) LOADING AND DISCHARGING

(1) General. The whole reach and burthen 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

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shall work night and day, if required by the Charterer. The Charterer shall have the use of any special gear or fittings actually aboard the Vessel, although said gear or fittings are not required by this Charter. Any material required for securing cargo is to be furnished by the Charterer and for its account, but the Charterer may have the free use of any lashings aboard the Vessel. The Charterer will be responsible for the replacement of lashing gear damaged by the Charterer or its servants. Such replacement shall be as original or equivalent.

(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…