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

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

MILITARY SEALIFT COMMAND

TANKER TIME CHARTER (TANKTIME – 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 SF 1449 signifies acceptance of the Contractor’s proposal and award of the Charter. The SF 1449 and Parts I through IX contain in full all of the amendments, references, responses, deletions, additions and interlineations made by both parties to the RFP and the proposal as of the Charter Party date. In the event that there is any inconsistency between the terms and conditions of this Contract and those in an offeror’s proposal, this Contract shall control. All references to boxes in Parts II through IX shall be to Part I boxes unless otherwise stated.

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

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

MSC TANKTIME 2024 (12-24) REVISION

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

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

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

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

LIST OF EFFECTIVE CHANGES

Part I, TANKTIME Boxes, Box 16 “Provide vessel’s itinerary confirming the vessel can meet the layday(s);” added.

Part II(a)(4); Last sentence revised.

Part III(f)(2) Charter Paramount; revised.

Part III(f)(3) At Discharge; added.

Part II(g)(3)(i) through (iii) Invoices; added.

Part III(a) Charter Hire; add Part III(a)(3) Off-hire.

Part III(d)(5) Combating Trafficking in Persons (CTIP); paragraph added.

Part III(e) MARAD Construction Differential Subsidy (CDS); revised to read, “Reserved.”

Part III(o) Alterations (Applicable to Tanker Security Program (TSP) Vessels Only);

added.

Part III(p) Health and Safety; added.

Part III(q) Agency Appointment Report; added.

Part III(r) Vessel Accounting Report; added.

Part IV(b)(3) Delivery Certificate; added.

Part IV(c) Redelivery; paragraphs (2) and (3) added.

Part IV(k)(5) Cadet Training; first sentence revised.

Part IV(p)(1) Delivery Bunkers. Added sentence at the end of the paragraph.

Part IV(p)(6) Redelivery Bunkers. Added sentence at the end of the paragraph.

Part IV(ao) Bonuses; add paragraph (9).

Part V(a) Security Clearance; revised.

Part V(c) Automated External Defibrillator (AED); revised to read, “Reserved.”

Part V(f)(1)(b) Contractor Security; paragraph deleted and remaining paragraph renumbered.

Part V(h) Secure Space; revised.

Part V(i) Cadet/Midshipmen; revised to read “Reserved.”

Part V(j) Secure Communications; revised.

Part V(k) NMCARS DIB Memo; added.

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

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

Part V (n) Fully Bunkered; 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 IX Attachment IX(A) Guidelines for Full/Partial Off-Hire Percentages on Readiness Issues; added reduction for CONSOL stations.

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 “Provide Vessel’s IMO Number.”

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

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

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

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

MILITARY SEALIFT COMMAND

COMMERCIAL SERVICES ACQUISITION

TANKTIME CHARTER

TABLE OF CONTENTS

PART

I TANKTIME BOXES

II FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

III TANKER TIME TERMS AND CONDITIONS

IV TIME CHARTER COMMON TERMS AND CONDITIONS

V TANKER TIME ADDITIONAL CONTRACT REQUIREMENTS

(AS APPLICABLE)

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

VIII ADDITIONAL FAR AND DFARS CLAUSES AND PROVISIONS

IX 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 TANKTIME 2024 (Rev. 1 (12-24)) I-1

MSC TANKTIME 2024

Vessel(s):

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

PART I - TANKTIME BOXES

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

1. Vessel(s) Required: 2. Place/Range of Delivery:

3. Place/Range of Redelivery:

4. Charter Period

5. Laydays:

Commencing:

Cancelling:

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

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

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7. Vessel/Flag/Year Built: 8. Proposal Firm Until:

9. Amendments Acknowledged (amendment numbers and dates):

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

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

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

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

Full Operational Status (FOS) – Per Day

13. Base Period: INSERT NUMBER OF DAYS $

14. 1st Option: INSERT NUMBER OF DAYS $

15. 2nd Option: INSERT NUMBER OF DAYS $

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

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

18. Reserved N/A

19. Laydays Proposed: 20. Estimated Readiness Date:

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VESSEL DATA

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

22. Place built: 23. Year built: Flag:

24. INMARSAT Identification No. 25. Vessel's e-mail/fax:

26. Call Letters: 27. Official Number:

28. Net registered tonnage: 29. Panama Canal tonnage:

30. Gross registered tonnage: 31. Suez Canal tonnage:

32. Beam (extreme)

a. ft: b. m:

33. Length Overall:

a. ft: b. m:

34. Immersion (on draft in Box 36):

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

35. Length between perpendiculars:

a. ft: b. m:.

36. Summer mean draft:

a. ft b. m:

37. Deadweight capacity (on draft in Box 36)

a. LT: b. t:.

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

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

39. Summer Load Line Freeboard:

a. ft: b. m:.

40. Shaft Horsepower:

a. hp: b. kW

41. Brake Horsepower:

a.. hp: b. kW:

42. Nationality of Master, Officer, and crew: 43. Number of people other than crew that can be carried:

44. Classification society entered and class assigned:

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

46. Insured value of Vessel (USD): 47. Vessel's present position/destination:

48. Last drydock date (mm/dd/yy): 49. Next drydock date (mm/dd/yy):

50. MarAd subsidized vessel? _____Yes _____No

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

52. Member of ITOPF? _____Yes _____No

CARGO ARRANGEMENTS

53. Number of cargo tanks: 54. Number of natural segregations with double valves:

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

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

a. Bbls: b. m3:

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

a. Bbls: b.. m3:

58. Slop tank capacity (98% full)

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

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

60.

SYSTEM # TANK # PORT CENTER STARBOARD SUBTOTALS

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

62. Number of manifolds on each side: 63. Composition of manifolds:

64. Distance, bow to center manifold:

a. ft.: b. m:

65. Distance, stern to center manifold:

66. Distance, rail to center manifold:

67. Distance, deck to center manifold:

68. Last cargo: 69. Next-to-last cargo

70. Heating coils/composition (describe):

71. Inert gas system (describe):

72. Vapor recovery system (describe):

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

PUMPS

73. Number and type of cargo pumps:

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

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

75. Number and type of stripping pumps:

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

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GEAR

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

MOORING ARRANGEMENTS

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

79. Number, length, and diameter of wires:

80. Breaking strength of wires:

81. Number, length, diameter of mooring ropes:

82. Breaking strength of mooring ropes:

CASUALTIES / DEFICIENCIES / WARRANTS

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

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

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

85B. Identify any port(s) in which you have any active arrest warrants or similar actions pending that would either delay the vessel from performing, or otherwise prevent the vessel from free entry/departure.

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INSPECTIONS

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

FUEL CONSUMPTION AT SERVICE SPEEDS

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

89. Average fuel consumption (net bbls at 60°F and grade(s): for laden, moderate weather passage at speed identified in Box 87):

90. Average fuel consumption (net bbls at 60°F and grade(s): for ballast, moderate weather passage at speed identified in Box 88):

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

92a. In-port idle period fuel consumption (net bbls at 60°F and grade(s)):

92b. In-port discharge period fuel consumption (net bbls at 60°F and grade(s)):

93. Discharge/Ballasting/Deballasting fuel consumption (net at 60°F and grade(s)):

Grade: Bbls: m3:

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

FUEL CONSUMPTION AT VARIABLE SPEEDS

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

94: Grades Consumed:

95a. LADEN TO SUMMER MARKS 95b. BALLAST

Knots Net bbls per mile Net bbls per day Operating Range

(NM)

Knots

Net bbls per mile Net bbls per day Operating Range

(NM)

6> 6> 7> 7>

8> 8>

9> 9>

10> 10>

11> 11>

12> 12>

13> 13>

14> 14>

15> 15>

16> 16>

17> 17>

18> 18>

19> 19>

20> 20>

21> 21>

22> 22>

23> 23>

24> 24>

25> 25>

96. Minimum Vessel fuel specifications:

MSC TANKTIME 2024 (Rev. 1 (12-24)) I-9

CONTINUATION

97. Space for continuation of responses (refer to prior box numbers) Box No. Description

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

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

PRODUCTS AND COMMERICAL 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

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

(A) Condition and operability of all cargo handling gear including cargo pumps, inert gas system, segregated ballast tank pumps, and status of regulatory body inspections of same;

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

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

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

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

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

(G) Bunker survey;

(H) Hydrostatic test of all cargo systems (125 psi);

(I) Condition of all equipment required under this Charter particularly in respect to pollution avoidance;

(J) Condition of tank coatings.

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

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

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

(2) Predelivery Inspection. A predelivery inspection of the Vessel with tanks gas and ballast free and clean may be held at Charterer's option; such inspection shall be of an advisory nature only. At any such inspection, any representation of a Government representative present, or lack thereof, shall not be binding on the Charterer. This inspection shall be conducted, if possible, in a shipyard and on a date mutually agreeable to the Owner and the Government. The Owner will be advised of the condition of the Vessel, Associated Equipment and tank coatings as found by the Inspector. This predelivery procedure is to enable the Owner to correct any deficiencies discovered before the delivery inspection in view of the Charterer's requirements that tank coating failures shall not exceed two percent (2%) of the total surface area in each tank in order for the Vessel to be acceptable on delivery. The results of any predelivery inspection under this paragraph shall further be without prejudice to any later determinations that the Vessel, Associated Equipment or Vessel tanks are unsuitable under this Charter Party, whether made at the delivery inspection or at any time during the period of the charter period including options if exercised.

(3) Service Inspection

(i) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may –

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

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

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

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

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

(B) Terminate the contract for default.

(4) Vessel must arrive at load port in a clean, gas-free condition, and be ready for internal tank inspection by Defense Logistics Agency-Energy (DLA-E) Quality Assurance Representative (QAR). Contractor shall provide (Owner’s account) a certified marine chemist to certify tanks safe for entry for internal tank inspection by Government/Charter representative. If a prior (last and next to last) cargo contained a percentage of benzene, Owner’s certified marine chemist must also measure toxicity for benzene content and certify safe for entry. If partial shipment is offered, adjacent tanks next to Government cargo are to be gas-free. Last and next to last cargoes carried in tanks must be an approved product. The use of copper and copper alloys (brass, bronze, etc.) in vessel compartments, pipelines, heating coils, fittings, etc., that may come into contact with cargo is not permitted in vessels chartered by MSC to carry petroleum products, unless vessel possesses a current DLA-E waiver. Vessel must be equipped for both pier side and at anchor cargo operations. Contractor shall arrange oil spill protection and cleanup.

Vessel may be asked to contract out for a third party ship-to-ship (STS) contractor to facilitate alongside operations and be able to lighter from/to another tanker.

*(b) ASSIGNMENT

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

(c) CHANGES (TAILORED)

Changes within the general scope of any of the terms and conditions of this Contract may be ordered by the Contracting Officer. If any such change causes an increase or decrease in the cost of performance, such change will be the subject of a bilateral modification to the Contract. However, nothing in this clause shall excuse the Contractor from proceeding with the Contract as changed.

*(d) DISPUTES

This contract is subject to 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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-1#FAR_52_233_1

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

(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 invoice electronically via WAWF (or an original invoice and three copies, if required) 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;

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(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

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

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

(3) For all invoices submitted, documentation supporting invoices should at a minimum include:

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

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

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

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

^(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 the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

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

https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

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(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;

(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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2

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(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."

(1) 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).

(k) TAXES (TAILORED)

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

^(l) TERMINATION FOR THE GOVERNMENT'S CONVENIENCE

The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination.

The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

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(m) TERMINATION FOR CAUSE (TAILORED)

(1) The Government may terminate this Contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any Contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this Contract for default, such termination shall be deemed a termination for convenience.

(2) If this Contract is terminated while the Contractor has possession of Government goods, the Contractor shall, upon direction of the Contracting Officer, protect and preserve the goods until surrendered to the Government or its agent. The Contractor and Contracting Officer shall agree on payment for the preservation and protection of the goods. Failure to agree on an amount will be a dispute under the Disputes clause.

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

^(n) TITLE

Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) WARRANTY (TAILORED)

(1) General. The Owner warrants that the Vessel performing under this Charter Party shall be in full conformity with the requirements of this Charter Party, from the time of delivery and thereafter during the currency of this Charter Party. In particular the Owner warrants that the Vessel is as described in Part I of this Charter Party and, if required under this Charter Party (see DFARS 252.247-7025 at VIII(b)(20) concerning requirements for reflagging work in U.S. shipyards), that the Vessel shall be under U.S.

flag upon delivery. Should any specification of the Owner in the Contract be in excess of a required specification elsewhere in this Contract, the Owner’s specification shall prevail over the required specification.

(2) Regulatory compliance. The Owner warrants that the Vessel and all Associated

Equipment shall be in full compliance with all applicable international conventions and all applicable laws, regulations, and other requirements of the nation of registry and of the nation(s) and local jurisdictions to whose port(s) and/or place(s) it is contemplated that the Vessel will be ordered hereunder. The Vessel shall additionally operate in compliance with the International Safety Guide for Oil Tankers and Terminals. The Vessel shall be delivered and maintained in the highest class of a recognized classification society and be in compliance with all current safety, health, and pollution

MSC TANKTIME 2024 (Rev. 1 (12-24)) II-10 regulations promulgated by appropriate authorities, including the latest applicable ISO/IMO regulations. The Owner warrants that the Vessel shall be entered with the International Tanker Owners Pollution Federation Limited (ITOPF) for the duration of this Charter. The Owner further warrants that the Vessel shall have on board during the currency of this Charter Party all certificates, records, or other documents required by the aforesaid conventions, laws, regulations, and requirements.

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

(4) Fuel and speed warranty.

(i) Moderate weather: service speeds.

(A) Laden. The Owner warrants that, unless otherwise ordered by the Charterer, the

Vessel is capable of maintaining, throughout the period of this Charter Party, the average speed in knots identified in Box 87 on any given moderate-weather passage from sea buoy to sea buoy while fully laden to summer marks. On any such passage as just described at the average speed identified in Box 87, daily fuel consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s) identified in Box 89, for the grade(s)/viscosity(ies) therein identified to be consumed.

(B) Ballast. The Owner warrants that, unless otherwise ordered by the Charterer, the Vessel is capable of maintaining, throughout the period of this Charter Party, the average speed in knots identified in Box 88 on any given moderate-weather passage from sea buoy to sea buoy while in a ballast condition. On any such passage as just described at the average speed identified in Box 88, daily fuel consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s) identified in Box 90, for the grade(s)/viscosity (ies) therein identified to be consumed.

(ii) Moderate Weather: Variable Speeds. For periods during which the Charterer orders the Vessel to operate at speeds other than those identified in Boxes 87 or 88, the Owner warrants that the Vessel's total fuel consumption (including all auxiliaries) in net barrels at 60 degrees Fahrenheit at those ordered speeds in moderate weather shall be at the average rates identified in Boxes 95a or 95b for the stated speed, range, and load conditions for the grade(s)/viscosity(ies) therein identified to be consumed.

(iii) Auxiliaries. The Owner warrants that the Vessel's fuel consumption

(underway/steaming/laden) in net barrels at 60 degrees Fahrenheit for all auxiliaries, in addition to any fuel consumption identified in Boxes 89 or 90, shall be at the average rate identified in Box 91 for the grades/viscosities therein identified to be consumed, regardless of speed or weather conditions.

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(iv) Idle Periods. The Owner warrants that the Vessel's fuel consumption in net barrels at 60 degrees Fahrenheit during all periods at anchor or alongside berth shall be at the average rate identified in Box 92, for the grade(s)/viscosity(ies) therein identified to be consumed.

(5) Pollution Prevention and Safety Compliance. Owner warrants that the Vessel is in full compliance with the United States Oil Pollution Act of 1990 (OPA 90) and all applicable U.S. Coast Guard (USCG) regulations for safety and pollution prevention, including those regulations in 33 CFR Parts 155, 156, and 164, and amendments thereto. Owner warrants that it has submitted a Vessel Response Plan (VRP) for the Vessel, which complies with OPA 90 and with USCG regulations. Owner further warrants that the Vessel will be operated in full compliance with the legally applicable VRP requirements and any future VRP requirements. Owner further warrants that the Qualified Individuals listed in the VRP of the Vessel are readily available and their contract telephone numbers can be given to Charterer immediately upon request. Owner will provide evidence of such compliance within three working days from the date of the fixture.

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

Vessel, a Vessel Certificate of Financial Responsibility (Water Pollution) issued by the USCG in accordance with 33 C.F.R. 138.65.

(7) Age of Vessel. Owner warrants vessel’s age will be less than 20 years for the duration of the charter. Vessels that will exceed 15 years during the charter period shall be enrolled in their classification society’s Condition Assessment Program (CAP) and be rated CAP 2 or better before commencement of vessel’s 15th year. Any charges incurred for performance under the contract, solely due to the vessel’s age, shall be for the contractor’s account.

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

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

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^ (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;

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 (r) of FAR 52.212-4 (as tailored).

(3) The clause at FAR 52.212-5.

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

(5) The Standard Form 1449.

(6) Solicitation provisions if this is a solicitation.

(7) Other documents, exhibits, and attachments.

^(t) SYSTEM FOR AWARD MANAGEMENT (SAM)

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

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(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

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

(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:

https://www.acquisition.gov/

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(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.

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

^(v) INCORPORATION BY REFERENCE.

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

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

(a) CHARTER HIRE

(1) Hire Rates. Charter hire for services under this Charter Party shall be payable at the applicable rates stipulated in Boxes 13-15 and shall be earned at the expiration of each fifteen (15) days of the charter period. Except as otherwise provided herein, said hire rates shall be considered payment in full for all services of the Vessel and Associated Equipment under this Charter including all overtime (including but not limited to crew overtime/penalty time required for the opening and closing of hatches), penalty time, bonuses, payments, and emoluments payable to Master, Officers, and crew for services under this Charter, irrespective of the geographic scope of said service and including the carriage of ammunition and hazardous cargoes. Said hire rates are exclusive of the costs of fuel and port charges, which are addressed at Paragraphs IV(p) (Fuel) and IV(n) (Port Charges and Expenses) below, respectively, and other stevedoring costs such as loading, securing and discharging cargo, which are addressed in Part III(g) (Loading and Discharging) below.

(2) Loss of Vessel. Should the Vessel be either lost or missing and presumed lost, Charterer may, at its sole discretion, terminate this Charter, in which case hire shall cease to be payable at the time of the loss or, if said time is unknown, at the time of the Vessel’s last received communication. Similarly, should the Vessel become a constructive total loss, Charterer may, at its sole discretion, terminate this Charter, in which case hire shall cease to be payable at the time of the casualty resulting in the constructive loss. The Vessel shall be considered missing and presumed lost when, after a reasonable lapse of time, it fails to reach its next scheduled port and reasonable efforts to contact it fail.

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