MSC DRYVOY 2026 (02-26)

MILITARY SEALIFT COMMAND

DRY CARGO VOYAGE CHARTER (DRYVOY– 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 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 2026 (02-26)

LIST OF EFFECTIVE CHANGES

Description Changes Part I - DRYVOY Boxes, DRYVOY Box 26; changed from Official number to IMO number.

Part II has been deleted and replaced in its entirety.

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

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

MSC DRYVOY 2026 (02-26) ii

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 (AS

APPLICABLE)

VI. FAR AND DFARS CLAUSES INCORPORATED BY REFERENCE

VII. FAR AND DFARS PROVISIONS INCORPORATED BE REFERENCE

VIII. RESERVED

VIII. ATTACHMENTS

X. FAR 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

MSC DRYVOY 2026 (02-26) I-1

Vessel(s):

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

MSC DRYVOY 2026

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

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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

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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. IMO 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:

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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")?

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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:

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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 2026 (02-26) I-7

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

CONTINUATION

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

Box #

MSC DRYVOY 2026 (02-26) I-8

MSC DRYVOY 2026 (02-26) II-1

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. 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.

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

MSC DRYVOY 2026 (02-26) II-2

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 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).

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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;

(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, MSC DRYVOY 2026 (02-26) II-4 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-

(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.

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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.

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 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).

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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.

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.

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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 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.

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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.

7. 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.

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 1);

(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.

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(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.

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

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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.

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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. Should any such change of voyage orders be made, any time by which the steaming time to the port(s) or place(s) to which the Vessel is finally ordered exceeds the steaming time which would have elapsed had the Vessel been ordered to such port(s) or place(s) immediately upon sailing therefor shall count as laytime or, if the Vessel is on demurrage, as time on demurrage (less the value of the Vessel's in-port bunker consumption for the period of such excess time). In addition, the Charterer shall reimburse the Owner the cost of any extra fuel consumed as a consequence of such excess time (at the market price where and when bunkers are next taken), but only upon such certification and verification as are required at IV(l) (Reimbursable Supplies and Services (Charters)).

(3) Routing/Speed Orders. Should the Charterer issue routing instructions or orders to reduce speed, or should a military escort be agreed, any additional steaming time which results from said instructions, orders, or escort shall count as laytime or, if the Vessel is on demurrage, as time on demurrage. In addition, the Charterer shall reimburse the Owner the cost of any extra fuel consumed as a consequence of any of Charterer's routing instructions (at the market price where and when bunkers are next taken after issuance of said instructions or orders) (less the value of the Vessel's in-port bunker consumption for the period of such excess time) upon such verification as required at IV(l) (Reimbursable Supplies and Services (Charters)).

(4) Shifting

(i) The Charterer shall have the right to shift the Vessel at loading and discharging ports from one berth to another or from a berth to an anchorage once or more often.

Except as otherwise provided, the Owner shall be reimbursed the costs of towage, pilotage, running lines on arrival at and upon leaving the berth, and wharfage, dockage, agency fees, customs fees, overtime, and other port charges and expenses properly incurred and payable as a consequence of Charterer's shifting of the Vessel. Furthermore, except as otherwise provided, time lost to the Vessel as a consequence of Charterer's shifting shall count as laytime or, if the Vessel is on demurrage, as time on demurrage less the value of the Vessel's in-port bunker consumption for the period of such lost time. Furthermore, except as otherwise provided, the Charterer shall reimburse the Owner for the cost of any extra fuel consumed as a consequence of Charterer's shifting (at the market price where and when bunkers are next taken after such shifting occurs).

(ii) Notwithstanding the foregoing, no amounts shall be payable by the Charterer under this paragraph if said shifts are identified in Boxes 3 or 5. Further notwithstanding the foregoing, any amounts payable by Charterer under this paragraph shall be

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subject to such certification and verification as are required at IV(l) (Reimbursable Supplies and Services (Charters)). Further notwithstanding the foregoing, Charterer shall in no case reimburse the Owner for pilotage paid to any Master, Officer, or crew of the Vessel.

(5) Rotation. Should Boxes 3 or 5 permit Charterer to order 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 rotation of ports shall be at Charterer's option.

(6) Lightening. Provided not on account of any insufficiency of the Vessel, any lightening necessary at port(s) or place(s) of discharge to enable the Vessel to reach her discharging berth(s) shall be at Charterer's risk and expense, with time counting as laytime or, if the Vessel is on demurrage, as time on demurrage.

(7) Seaworthy Trim. Should Boxes 3 or 5 permit Charterer to order the Vessel to load or discharge at more than one loading and/or discharging port or place, the Vessel is to be left in seaworthy trim to the Master's satisfaction for the passage between said ports or places, at Charterer's expense and with time so spent counting as laytime or, if the Vessel is on demurrage, as time on demurrage.

(j) NOTICE OF READINESS

(1) In Berth. When the Vessel has arrived in the ordered berth at each loading or discharging port or place and is in all respects ready to load or discharge in accordance with this Charter, a notice of readiness shall be tendered during Office Hours SSHINC to the Charterer's representative by the Master or Owner's agent by letter, electronic-mail, radio, or telephone. An oral notice shall be confirmed promptly in writing.

(2) Out of Berth. Should a berth be either unavailable or not designated upon the Vessel's arrival in all respects ready to load/discharge at an ordered port or place, a notice of readiness may be tendered during Office Hours SSHINC upon arrival at a usual waiting place at or off the port/place ordered. Notwithstanding, should the Vessel be prevented from proceeding to berth by weather, tidal conditions, or mandatory regulations, notice of readiness may be tendered as above only when such hindrance(s) has (have) ceased.

(k) LAYTIME/DEMURRAGE

(1) Commencement/Resumption.

(i) First or sole loading and discharging port(s)/place(s). Laytime shall commence at

0800 hours local time on the next Working Day SSHINC after the date of a notice of readiness properly tendered hereunder.

(ii) Second and subsequent loading and discharging port(s)/ place(s), if said port(s) or place(s) agreed. Laytime or, if the Vessel is on demurrage, time on demurrage, shall resume immediately upon the Vessel's berthing at the ordered loading or

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discharging port or place after tendering a proper notice of readiness or, if the Vessel cannot so enter or berth by reason of any cause beyond Owner's control, then laytime or demurrage shall resume six running hours after a proper notice of readiness tendered upon the Vessel's arrival at a usual waiting place off such port or place.

(iii) Before laydays. Laytime shall not commence before 0800 hours local time on the commencing date identified in Box 6 unless the Charterer shall consent, in which case laytime shall commence upon Vessel's arrival in berth and count as half time as used until 0800 hours local time on the commencing date.

(iv) Before laytime. Any time used from NOR properly tendered until commencement of laytime shall count as half-time.

(v) After laytime. The notice time stipulated in subparagraph (ii) above shall apply irrespective of whether or not laytime shall have expired.

(2) Duration.

(i) F.i.o.s.s. If V(o) (Loading and Discharging (F.i.o.s.s.)), V(r) (Loading and

Discharging (F.i.o.s.s. With Owner Furnished Lashing Gear)), or V(s) (Loading and Discharging (F.i.o.s.s. With Owner Furnished Trailers or Gear)) applies, the laytime stipulated in Box 4, in days of twenty-four running hours weather permitting, shall be permitted free of expense to the Charterer for the purposes of loading and discharging cargo and for all other Charterer’s purposes. Said laytime shall continue until the completion of: (a) loading or discharging, including as applicable all stowing, trimming, lashing, or securing (or alternatively, complete removal of the cargo from the Vessel, to include cleaning of holds); or (b) Charterer's preparation of cargo documentation, whichever is later.

(ii) F.i.o. ex s.s. If V(p) (Loading and Discharging (F.i.o. ex s.s.)) applies, the laytime stipulated in Box 4, in days of twenty-four running hours weather permitting, shall be permitted free of expense to the Charterer for the purposes of loading and discharging cargo (to include cleaning of holds) and for all other Charterer's purposes. Said laytime shall continue until such time that the cargo is respectively either placed into, or taken from, the hold(s) of the Vessel at load-port(s) and discharge port(s).

(3) Time Excluded. Notwithstanding any other provision of this Charter Party…