DRYVOY 2024 (Rev. 1 (12-24)).pdf

MSC DRYVOY 2024 (Rev. 1 (12-24))

MILITARY SEALIFT COMMAND

DRY CARGO VOYAGE CHARTER (DRYVOY– SPOT 13.5)

DECEMBER 2024 (REV. 1 (12-24))

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 SF1449 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.

MSC DRYVOY 2024 (Rev. 1 (12-24))

MSC DRYVOY 2024 (12-24) REVISION

1. This is a revision to MSC DRYVOY 2024 (12-24) to incorporate Class Deviations 2025-O0003 and 2025-O0004.

2. The following changes are made to MSC DRYVOY 2024 (12-24) proforma.

i. Effective immediately, this proforma shall hereby be referred to as MSC DRYVOY

2024 (Rev. 1 (12-24)).

ii. FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS— COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2025), revise provision section listed below to as follows:

(d) “[Reserved]”

(t) “[Reserved]”

iii. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAR 2025), revise clause to read as follows:

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.]

__ (33) “[Reserved]” __ (34) “[Reserved]”

“XX (46) 52.223-23, Sustainable Products and Services (MAR 2025) (DEVIATION 2025-O0004)) (7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).”

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(ix) “[Reserved]”

(x) “[Reserved]”

iv. Amend Part XII(4) FAR 52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals—Representation (DEC 2016) to read, “[Reserved]”.

MSC DRYVOY 2024 (Rev. 1 (12-24)) ii

LIST OF EFFECTIVE CHANGES

Description Changes Part III(e)(1) Rate; sentence revised.

Part III(l)(2) Declaration of Cancellation Option; first sentence revised.

Part III(v) Combating Trafficking in Persons (CTIP); paragraph added.

Part III(w) Health and Safety; added.

Part IV(f) Agents; Last sentence added.

Part IV(p) In-transit Visibility; first sentence revised.

Part V(u)(4) Loading and Discharging (FLO/FLO); add, Part V(u)(4)(vii).

Part V(x) Laytime/Detention (FLO/FLO); revised.

Part V(ah) Operational Security (OPSEC); added.

Part V(ai) Sexual Assault and/or Sexual Harassment; added.

Part VI. FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders — Commercial Products and Commercial Services (NOV 2024); updated.

Part VIII(b) FAR and DFARS clauses and provisions; added and updated.

Part VIII(c)(1) FAR 52.204-7 (NOV 2024); updated.

Part X(a)(1)(b)(10) Past Performance Information; to read, “Reserved.”

Part X(a)(1)(b)(12) Subcontracting Plan; second paragraph revised.

Part X(a)(1)(b)(16)iii; replace with vessel’s IMO number. Part X(b) renumbered.

Part X(a)(1)(l)(2) Debriefing; sentence revised.

Part X(a)(1)(o) Classified Requirement; added.

Part XI(a); first sentence revised. Past performance removed.

Part XI(b); past performance factor removed and last sentence added.

Part XI(c) Technical; revised.

Part XI(d) Past Performance; to read “Reserved.”

Part XI(i)Solicitation Compliance; added.

Part XII(c)(3) FAR 52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial Services (MAY 2024) Alternate I (FEB 2024); updated.

Part XIII(c)(1) DFARS 252.247-7026 Evaluation Preference for Use of Domestic Shipyards - Applicable to Acquisition of Carriage by Vessel for DoD Cargo in the Coastwise or Noncontiguous Trade (OCT 2024); updated.

MSC DRYVOY 2024 (Rev. 1 (12-24)) iii

MILITARY SEALIFT COMMAND

COMMERCIAL SERVICE ACQUISITION

DRYVOY CHARTER

TABLE OF CONTENTS

PART

I. DRYVOY BOXES

II. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

III. DRY CARGO VOYAGE TERMS AND CONDITIONS

IV. VOYAGE CHARTER COMMON TERMS AND CONDITIONS

V. DRY CARGO VOYAGE ADDITIONAL CONTRACT REQUIREMENTS

VI. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED

TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

VII. CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE

ACQUISITIONS OF COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES

VII. ADDITIONAL FAR AND DFARS CLAUSES

VIII. ATTACHMENTS

X. INSTRUCTIONS TO OFFERORS

XI. FAR 52.212-2 EVALUATION–COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

XII. OFFEROR REPRESENTATIONS AND CERTIFICATIONS REQUIRED BY FAR

XIII. OFFEROR REPRESENTATIONS AND CERTIFICATIONS REQUIRED BY

DFARS

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-1

Vessel(s):

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

MSC DRYVOY 2024

PART I - DRYVOY BOXES

Solicitation Number (date):

Contract Number (date):

1. Vessel(s) Required:

2. Cargo Description (including measure, identifying weight or volume, and if margin identify at whose option and when declarable):

a. Load: F.I.O.S.S. F.I.O. ex S.S LINER TERMS

b. Discharge: F.I.O.S.S. F.I.O. ex S.S. LINER TERMS

3. Load Port(s)/Place(s):

4. Laytime:

DAYS SHEX SSHEX SSHINC

5. Discharging Port(s)/Place(s):

6. Laydays:

Commencing:

Cancelling:

7. Terms/Conditions/Attachments added, deleted or modified

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-2

Vessel(s): Solicitation number (date):

8. Vessel/Flag/Year Built:

9. Proposal Firm Until:

10. Amendments Acknowledged (amendment numbers and dates):

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

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

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

13. Remittance address for hire (if other than box 11):

14. Laydays Proposed:

Commencing:

Cancelling:

15. Expected Ready to Load:

16. Vessel’s Itinerary to include ports and dates (pre-delivery and execution of charter):

17. Lift Quantity (ies) Proposed: Full Cargo Partial Cargo:

Full Cargo to Apply If Neither Block Is Marked

18. 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) offered IS (ARE) Not Enrolled in VISA.

19. Rates (USD)

CLIN Description

Unit Quantity Extended Price

(TBD at award) Freight Rate (TBD at award) Demurrage (TBD at award) Detention

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-3

Vessel : Solicitation Number (date):

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

21. Place built: 22. Year built: Flag:

23. INMARSAT Ident. 24. Vessel's e-mail/Fax:

25. Call Letters: 26. Official number:

27. Net registered tonnage: 28. Panama Canal tonnage:

29. Gross registered tonnage: 30. Suez Canal tonnage:

31. Beam (extreme) 32. Length Overall:

a. (ft) b. (m) a. (ft) b. (m)

33. Immersion (on draft in Box 35): 34. Length between perpendiculars:

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

35. Summer mean draft: 36. Deadweight capacity (on draft in Box 35):

a. (ft) b. (m) a. (LT) b. (t)

37. Displacement, loaded (on draft in Box 35): 38. Summer Load Line Freeboard:

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

39. Shaft Horsepower/kilowatts: 40. Brake Horsepower/kilowatts:

a. (hp) b. (kW) a. (hp) b. (kW)

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

43. Classification society entered and class assigned:

44. Insured value of vessel (USD):

45. Vessel's present position/destination:

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

48. MarAd subsidized vessel: Yes No

49. Average Speed (Laden to the Draft in box 35): 50. Average Speed (Ballast Condition):

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

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

53. Number of tween decks:

54. 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):

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

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

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

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

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

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

61. Amount and location of permanent ballast carried:

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-4

62. General description of ramps (number, location, size, capacity, and type) (note particularly weight of heaviest permissible vehicle in LT or t):

Vessel:

63. 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

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

65A. 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")

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.

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

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-5

67. CONTINUATION

Unless specifically referenced in box 7, this page I-5 does not apply to this Charter Party.

For Contracts of Affreightment (COA), boxes 8,15, & 17 are deleted in their entirety

68. Performing Vessels:

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-6

69. Program of Shipments

Unless specifically referenced in box 7, this page I-6 does not apply to this Charter Party.

For Semisubmersible Transport (Float-On/Float-Off (FLO/FLO), Boxes 2,3,4 & 5 are deleted in their entirety.

70. Cargo Description: 72. Loading Site:

73. Discharging Site:

74a. Laytime - Loading: Days SHEX SSHEX SSHINC

71. Riding crew? Yes No 74b. Laytime Discharging: Days SHEX SSHEX SSHINC

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-7

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

CONTINUATION

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

Box #

MSC DRYVOY 2024 (Rev. 1 (12-24)) I-8

MSC DRYVOY 2024 (Rev. 1 (12-24)) II-1

PART II. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (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. The Vessel and her hull; machinery; boilers; all holds, voids, tanks, spaces and equipment whatsoever shall be subject to Charterer's inspection as to suitability for the required service prior to acceptance of the Vessel and at any time during the period of this Charter Party. The Owner shall instruct the Vessel's Master to give every assistance so as to enable Charterer's inspector(s) properly to observe operations throughout the Vessel.

(2) Charterer's Rights. If in the opinion of the Charterer's inspector a deficiency or condition renders the Vessel inadequate for the required service, the Charterer shall have the option to cancel this Charter Party at no cost to the Government or to require any necessary corrective actions at the Vessel's expense and to the Charterer's satisfaction.

(3) Limitation of Charterer's Liability. Except as otherwise specifically provided herein, the Charterer shall not be liable for any loss, damage, expense, cost, or liability whatsoever and howsoever incurred by the Owner or Vessel or which are imposed upon Owner by operation of law.

(4) Cooperation of Master. The Charterer or designated representative(s) shall have the right at loading and/or discharging port(s) or place(s) to inspect the Vessel and observe operations. The Owner shall instruct the Master to give every assistance so as to enable said representative(s) to observe operations throughout the Vessel properly. Charterer’s representative(s) shall not interfere with the Vessel’s operations. Any delay to the Vessel resulting from the Charterer’s inspections shall count as laytime or, if the Vessel is on demurrage, as time on demurrage.

(5) Surveyors and Consultants. Surveyors or consultants as mutually agreed may be retained under this Charter in order to facilitate fact-finding in respect of actual or potential claim actions or for inspections or surveys generally; the costs therefor shall be as mutually agreed and, if for Charterer's account, said costs shall be incurred only after prior written approval from the Contracting Officer.

*(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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

MSC DRYVOY 2024 (Rev. 1 (12-24)) II-2

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 shall be the subject of a bilateral modification to the Contract. However, nothing in this paragraph shall excuse the Contractor from proceeding with the Contract as changed.

*(d) DISPUTES

This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (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;

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.

https://www.acquisition.gov/far/52.233-1#FAR_52_233_1

MSC DRYVOY 2024 (Rev. 1 (12-24)) II-3

(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, 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.

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34

MSC DRYVOY 2024 (Rev. 1 (12-24)) II-4

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

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

^(h) PATENT INDEMNITY

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

*(i) PAYMENT

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

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

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

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For 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 line item or subline item, if applicable; and

(D) Contractor point of contact.

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MSC DRYVOY 2024 (Rev. 1 (12-24)) II-5

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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MSC DRYVOY 2024 (Rev. 1 (12-24)) II-6

(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 FAR 32.608-2 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 the 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(r) (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 $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 therefor for 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 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

MSC DRYVOY 2024 (Rev. 1 (12-24)) II-7 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)

Dues, taxes, wharfage, pilotage, towage, canal tolls, and other charges upon the Vessel, even when assessed on the quantity of cargo loaded or discharged, shall be paid by the Owner and for their account.

^(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.

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(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. Owner warrants that, from the time when the obligation to proceed to the loading port(s) or place(s) attaches, and thereafter during the currency of this Charter Party, the Vessel shall be in full compliance with the specifications herein in addition to all other requirements of this Charter Party. The Vessel's cargo capacity, position, and other particulars as set forth in this Charter Party are warranties by the Owner. Should the Vessel fail to satisfy one or more of such warranties or other warranties contained in this section not due to the fault of the Charterer, the freight may be equitably decreased so as to return the Charterer to a position equivalent to that had the warranty not been breached, this Charter Party otherwise to remain unaffected; alternatively, this Charter Party may in such case be terminated at Charterer's option pursuant to II(m) (Termination for Cause) above.

(2) Condition. The Owner warrants that, before and at the commencement of the voyage(s) hereunder, it shall exercise due diligence to ensure that the Vessel and her hull, machinery, gear, runners, boilers, holds, and other equipment are fully functional and in good working order and condition, with holds dry, free from smell, and swept clean, and that the Vessel is in every way seaworthy, tight, staunch, strong, and fit to carry and preserve the cargo identified in Box 2 and to perform the voyage(s) required hereunder.

(3) Regulatory Compliance. The Owner warrants that the Vessel 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 may be ordered under this Charter Party; and of any terminals or facilities in said port(s) and/or place(s); and of any classification society in which the Vessel is entered.

The Owner further warrants that the Vessel shall have on board during the currency of this Charter Party all certificates, records, or other documents required by the aforesaid conventions, laws, regulations, and requirements, including a Certificate of Financial

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Responsibility meeting the requirements of the U.S. Coast Guard promulgated pursuant to the Federal Water Pollution Control Act as amended and/or the Oil Pollution Act of 1990, and valid gear certificates as required. Upon delivery and throughout the currency of this Charter Party, Vessel shall be entered and maintained in the highest class of a recognized classification society.

(4) Complement. The Owner warrants that the Vessel shall have an efficient and legally sufficient complement of Master, Officers, and crew with adequate training and experience in operation of all of the Vessel's equipment and possessing valid and current certificates/documents issued or approved by the country of the Vessel's registry. The Owner further warrants that the Master and those Officers charged with cargo and/or bunker oil handling shall be proficient with conversational English.

(5) Port Restrictions. If particular ports or places are identified in Boxes 3 and 5, the

Owner warrants that a vessel of the type, tonnage, and configuration of the Vessel identified in Box 8, laden as contemplated herein, shall be able to approach, lie at, and depart from said ports or places (if safe) always afloat. Any data supplied by the Charterer in any RFP or this Charter Party respecting any port conditions or restrictions are provided for informational purposes and are not warranted to be complete or accurate. Compliance with any additional and/or conflicting conditions or restrictions shall be the Owner's responsibility.

(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 on Q-88, contractor shall provide contact numbers for same on award.

^(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

Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C.

chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks;

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49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) ORDER OF PRECEDENCE (TAILORED)

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

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

(2) Paragraphs (b), (d), (g), (i), (q) and (s) 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, MSC DRYVOY 2024 (Rev. 1 (12-24)) II-11 the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

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

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

^(u) UNAUTHORIZED OBLIGATIONS

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

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

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

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

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

https://www.acquisition.gov/

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^(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. DRY CARGO VOYAGE TERMS AND CONDITIONS (Addendum to FAR 52.212-4)

(a) FREIGHT

(1) Rate. Freight shall be as stipulated in Box 19.

(2) When Earned. Freight shall be considered earned after right and true delivery of the cargo at the discharging port(s) or place(s). Should the agreed measure of freight be based upon measure of the cargo, payment shall be based upon the intaken quantity of cargo (using the measure identified in Box 19) identified in the Cargo Manifest. For purposes of payment of freight, delivery of cargo at destination shall be established either by a copy of the Cargo Manifest, signed by the Charterer's Receiving Agent, or upon certification of delivery by the Contracting Officer based on information available to him or her. For purposes of payment of freight, delivery of cargo shall be deemed to occur upon discharge of the cargo at final destination.

(3) Withholding. Upon delivery, if there is any damage to or shortage of cargo not definitely known to be the fault of the Charterer or its agents and if it is considered by the Contracting Officer that withholding of certain monies is necessary to protect the interests of the Charterer pending final determination of the amount of shortage or damage and the Owner's liability therefor, the dollar amount of such shortage or damage may be estimated and withheld from any monies owing to the Owner by the Charterer.

(b) OVERAGE

(1) In the event Charterer furnishes and Owner loads cargo in excess of the maximum cargo quantity identified in Box 2, an overage rate shall be developed by dividing the lump sum rate in Box 19 by the cargo amount (e.g. TEU’S, FEU’S, Sq Ft; in the case of mixed cargo, 1 TEU shall equate to 160 Sq Ft, 1 FEU shall equate to 320 Sq Ft, and vehicles will be measured in square feet based on vehicle dimensions) specified in Box 2 (excluding allowable variations). One third the resultant per unit rate shall be payable on such excess quantity.

(2) This section not to apply if so agreed, or if a full cargo is stipulated in Box 17. Should a full cargo be agreed, Charterer shall be entitled to load the Vessel full at no additional cost except in the case of liner terms agreed in Box 2, in which case Owner shall be entitled to additional costs and reasonable profit to load, stow, and secure additional cargo.

(c) DEADFREIGHT

(1) When Earned. Should the minimum cargo quantity identified in Box 2 (or a full cargo, whichever is the lesser) not be supplied, the Master shall give immediate Telegraphic Notice or Telephonic Notice to the Charterer that such cargo quantity has not been furnished, indicating the shortage, and shall then await Charterer's instructions. Should

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Charterer fail to provide additional cargo, Vessel, upon request of Charterer, shall then proceed on its voyage provided the Vessel thus loaded is in a seaworthy condition in the judgment of the Master. In that event, deadfreight shall be completely earned and payable on the difference between the quantity loaded and the minimum cargo quantity identified in Box 2, or Vessel's full cargo capacity, whichever is the lesser. Should the Vessel be incapable of loading the minimum cargo quantity identified in Box 2, such deadfreight shall not be payable.

(2) When Applicable. This paragraph (c) not to apply if so agreed, or if freight to be paid on a lump sum basis.

(d) DEMURRAGE

(1) Rate. Demurrage shall be payable at the rate stipulated in Box 19 per day of twenty-four

(24) running hours, and pro rata for part thereof. Demurrage shall not be payable when liner terms are agreed in Box 2.

(2) When Earned. The Charterer shall pay demurrage for all time by which allowed laytime identified in Box 4 and III(k) (Laytime/Demurrage) below is exceeded by the time taken for loading and discharging and for all other Charterer's purposes and which under this Charter Party counts as laytime or time on demurrage.

(3) Invoices. Any claim for demurrage shall be delivered with supporting documents, including a Standard Statement of Facts (Attachment IX(C)) and a Laytime Statement (Attachment IX(D)), not later than 120 days after the completion of final discharging hereunder, failing which Charterer to be discharged from any and all liability in respect thereof. Supporting documents shall be submitted to the Contracting Officer for approval prior to submission of demurrage invoices. After receiving Contracting Officer's concurrence, Owner may submit demurrage invoices (with the annotated Statement of Facts and Laytime Statement) to the Paying Office identified in Box 18a of SF 1449.

(4) Documentation. In the event of demurrage, all supporting documents as identified in the invoicing clause shall be submitted to the Contracting Officer for approval prior to submission of demurrage invoices. After receiving the Contracting Officer's concurrence, Owner may submit demurrage invoices to the office identified in Box 18a of SF 1449.

(e) DETENTION

(1) Rate. Should liner or FLO/FLO terms be agreed in Box 2, detention shall be paid at the per diem rate stipulated in Box 19 or pro rata for part thereof.

(2) When Earned. Detention shall be payable when actions of the Charterer cause unreasonable delay of Vessel.

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(3) Invoices. Invoicing shall be in accordance with guidance provided in Part III(d)(3) (Demurrage) above.

(4) Documentation. In the event of detention, all supporting documents as identified in the invoicing clause shall be submitted to the Contracting Officer for approval prior to submission of detention invoices. After receiving the Contracting Officer's concurrence, Owner may submit detention invoices to the office identified in Box 18a of SF 1449.

(f) CARGO

As ordered by Charterer, Owner shall load up to a full and complete cargo not exceeding what she can reasonably stow and carry over and above her bunker fuel, water, tackle, apparel, furniture, and stores, and in any case not in excess of the quantity permitted by the minimum permissible freeboard for the voyage always consistent with the discharging port(s)/place(s).

(g) NON-GOVERNMENT CARGO

Loading and discharging of other than Government part cargo(es) during the currency of this Charter, and itineraries therefor, shall be subject to the prior written approval of the Contracting Officer. Any delays or shifting expenses resulting from other than the carriage of Government cargo shall be for the Owner's account. Any non-Government cargo loaded shall in no way be detrimental to the cargo identified in Box 2.

(h) LOADING AND DISCHARGING

(1) Costs of loading and discharging shall be allocated as per Box 2.

(2) Stevedores, whether appointed and/or paid by Charterer, Owner, or others, shall be deemed servants of the Owner and shall work under the supervision of the Master. The cargo shall be loaded, stowed, secured, and discharged to the Master's satisfaction in respect of seaworthiness. See also III(o) (Stevedore Damage) below.

(i) PORTS

(1) Voyage. Unless otherwise agreed, the Vessel shall proceed with utmost dispatch to those loading port(s) or place(s) ordered by the Charterer in accordance with Box 3 (or so near thereto as she may safely get and lie always afloat) and there load the cargo identified in Box 2. Upon completion of loading and signing of the Cargo Manifest, the Vessel shall proceed with utmost dispatch to those port(s) or place(s) ordered by Charterer in accordance with Box 5 (or so near thereto as she may safely get and lie always afloat) and their discharge said cargo. Unless loading and/or discharging berths are specifically identified in Boxes 3 and 5, the responsibility for providing safe ports lies with the Charterer.

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(2) Nomination. Should Boxes 3 or 5 permit Charterer to order the Vessel to load and/or discharge at one or more ports or places out of two or more ports or places named, or within a named range, the Charterer shall nominate loading and discharging port(s) and place(s) in sufficient time to avoid delay to the Vessel. However, the Charterer may at any time change said nominations and nominate new port(s) or place(s) whether or not within the range or rotation of the port(s) or place(s) previously nominated, always consistent with Boxes 3 and 5.