1
ORIGINAL
TIME CHARTER PARTY FOR OFFSHORE SERVICE VESSELS:
CODE NAME: "SUPPLY TIME 89" PART I
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1. Place and date
LE HAVRE, 25TH MAY 1998
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2. Disponent Owners/Place of business (full style) (Cl.1(a))
A/ LES ABEILLES INTERNATIONAL
Quai Lamande / PO Box 1351
76065 Le Havre Cedex / France
Ph: (00)0 00 00 00 00 Fax (00) 0 00 00 00 00
for the Diving Support Vessel
and
B/ TRAVOCEAN
000 xxx Xxxxxx
00000 Xxxxxxxxxx / Xxxxxx
Ph: (00)0 00 00 00 00 Fax (00) 0 00 00 00 00
For the R.O.V.
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3. Charterers/Place of business (full style, addresse and telex/telefax)
(Cl.1(a))
RMS TITANIC, INC.
00, Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
U.S.A.
Ph (000) 000 0000 Fax (000) 000 0000
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4. Vessel's name (Cl.1(a))
D.S.V. "ABEILLE SUPPORTER" and R.O.V. "ABYSSUB"
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5. Date of delivery (Cl.2(a))
Between 3rd Aug 1998 and 6th Aug 1998
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6. Cancelling date (Cl.2(a) & (c)
6th August 1998
23:59 LT
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7. Port or place of delivery (Cl.2(a))
Mobilisation Port: Bayonne, France
Place of delivery: On RMS TITANIC wreck site
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8. Port or place of redelivery/notice of redelivery (Cl.2(d))
(i) Port or place of redelivery
Redelivery: In Boston, USA
Demobilisation port: Bayonne, France
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(ii) Number of days' notice of redelivery
2 (two) days
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9. Period of hire (Cl.1(a))
Total hire 38 days firm, Bayonne / Bayonne
Departing Titanic site: 17/08 15:00 LT latest
Departing Boston: 22/08 15:00 LT latest
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10. Extension of period of hire & when due (optional) (Cl.1(b))
(i) Period of extension
Total spread time 5 x 1 day at Charterers' option. Vessel to be
imperatively redelivered in Boston, dropping outward pilot latest 27/08
at 15:00 LT (See additional clause No. 40(d))
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(ii) Advance notice for declaration of daily options (days)
2 (two) days
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11. Automatic extension period to complete voyage(Cl.1(c))
(i) Voyage
Not applicable
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(ii) Maximum extension period (state number of days)
Not applicable
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12. Mobilisation charge (lump sum and when due) (Cl.2(b))
(i) Lump sum:
Included in lumpsum charter price
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(ii) When due
See additional clause No. 40
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13. Port or place of mobilisation / demobilisation (Cl.2(b)(i))
Bayonne, France
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14. Early termination of charter (state amount of hire payable) (Cl.28(a))
Full lumpsum 38 days hire payable
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15. Number of days notice of early termination (Cl.26(a))
2 (two) days
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16. Demobilisation charge (lump sum) (Cl.2(a)
Cl.26(a)
Included in lumpsum charter price
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17. Area of operation (Cl.5(a))
1/ RMS TITANiC wreck location
2/ BOSTON (USA)
Employment of vessel & ROV directed by Xxxxxxxxxx but always within
vessel & ROV's safe and natural capacities/capabilities
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18. Employment of vessel restricted to (state nature of services(s) (Cl.5(a))
Vessel: Passenger vessel up to 14 persons, surface recovery of Big Piece,
ROV support.
ROV: Assistance to recovery of Big Piece, transmission of information
from Nautile during live show, video inspection if required.
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2
PART I
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19. Charter hire (state rate and currency) (Cl.10(a) et (d))
Round trip Bayonne / Titanic site / Boston / Bayonne (38 days), Lumpsum:
USD 950 000.00 (Nine hundred fifty thousand U.S. Dollars) Including
fuel/lubes, fresh water, catering for 14 Charterers personnel.
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20. Extension hire (if agreed, state rate) (Cl.10(b))
If vessel stays on site later than 17/08 15:00 lt or/and if vessel sails
Boston later than 22/08 15:00 lt, a rate of USD 22 350.00 per day prorata
will apply.
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21. Invoicing for hire & other payments (Cl.10(d))
(i) state whether to be issued in advance or arrears
In advance
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(ii) state to whom to be issued if addressee other than stated in Box 2
As per box 2
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(iii) state to whom to be issued it addressee other than stated in Box 3
As per box 3
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22. Payments (state mode and place of payment; also state beneficiary and
bank account) (Cl.10(e))
In US Dollars by telegraphic remittance to:
Banque Nationale de Paris
000 Xxxxxx xx Xxxxx 00000 Xxxxxxxxxx
Bank code: 30004
Counter: 00711
Account no. 100095/56
SWIFT: XXXXXXXXXXX
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23. Payment of hire, bunker invoices & disbursements for Charterers' account
(stage maximum number of days (Cl.10(e))
See additional clause No. 40
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24. Interest rate payable (Cl.10(e))
6 (six) percent per annum
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25. Maximum audit period (Cl.10(f))
Not applicable
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26. Meals (state rate agreed) (Cl.5(c)(i))
Included in lumpsum charter hire
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27. Accommodation (state rate agreed) (Cl.5(c))
Included in lumpsum charter hire
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28. Mutual Waiver of Recourse (optional, state whether applicable) (Cl.12(f))
Applicable
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29. Sublet (state amount of daily increment to charter hire (Cl.17(b))
Not applicable
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30. War (state name of countries) (Cl.19(e))
Not applicable
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31. General average (place of settlement - Only to be filled in if other than
London) (Cl.21)
London, England
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32. Breakdown (state period) (Cl.28(b)(v))
2 (two) days
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33. Law and arbitration (state Cl.31(a) or 31(b) or 31(c), as agreed; if
Cl.31(c) agreed also state place of arbitration (Cl.31)
Clause 31(a) (London, England)
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34. Numbers of additional clauses covering special provisions,
5 additional clauses (special provisions):
37 - 38 - 39 - 40 - 41
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35. Names and addresses for notices and other communications required to be
given the Owners (Cl.28)
Xx Xxxxxx Xxxxxxx, for RMS TITANIC INC.
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36. Names and addresses for notices and other communications required to be
given by the Charterers (Cl.28)
Xx Xxxx Xxxxxxxx, for "Abeilles International"
Xx X. Xxxxxx / Xx XX Xxxxxx, for "Travocean"
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It is mutually agreed that this contract shall be performed subject to the
conditions contained in the Charter consisting of PART I including additional
clauses and stated in Box 34 ,and PART II as well as ANNEX A, B, C as annexed to
this Charter. In the event of a conflict of conditions, the provisions of PART I
shall prevail over those of PART II and ANNEX A, B, & C to the extent of such
conflict but no further. Annex C as annexed to this Charter is optional and
shall apply only if expressly agreed and stated in Box 28.
This Charter Party is issued in 3 Originals: 1 Original for RMS TITANIC,
1 Original for LAI, 1 Original for TVO
C/P LAI-TVO/RMS TITANIC98
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Signature (Owners)
For LAI & TVO, the Owners Signature (Charterers)
/s/ [ILLEGIBLE] /s/ X. X. Xxxxxxx
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3
PART II
"SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels
1. Period
(a) The Owners stated in Box 2 let and the Charterers stated in Box 3
hire the Vessel named in Box 4, as specified in ANNEX "A" (hereinafter
referred to as "the Vessel"), for the period as stated in Box 9 from the
time the Vessel is delivered to the Charterers.
(b) Subject to Clause 10(b), the Charterers have the option to extend the
Charter Period in direct continuation for the period stated in Box 10(i),
but such an option must be declared in accordance with Box 10(ii).
(c) The Charter Period shall automatically be extended for the time
required to complete the voyage or well (whichever is stated in Box
11(i)) in progress, such time not to exceed the period stated in Box
11(ii).
2. Delivery and Redelivery
(a) Delivery. -- Subject to sub-clause (b) of this Clause the Vessel
shall be delivered by the Owners free of cargo and with clean tanks at
any time between the date stated in Box 5 and the date stated in Box 6 at
the port or place stated in Box 7 where the Vessel can safely lie always
afloat.
(b) Mobilisation. -- (i) The Charterers shall pay a lump sum as stated in
Box 12 without discount by way of mobilisation charge in consideration of
the Owners giving delivery at the port or place stated in Box 7. The
mobilisation charge shall not be affected by any change in the port or
place of mobilisation from that stated in Box 13.
(ii) Should the Owners agree to the Vessel loading and transporting cargo
and/or undertaking any other service for the Charterers en route to the
port of delivery or from the port of redelivery, then all terms and
conditions of this Charter Party shall apply to such loading and
transporting and/or other service exactly as if performed during the
Charter Period excepting only that any lump sum freight agreed in respect
thereof shall be payable on shipment or commencement of the service as
the case may be, the Vessel and/or goods lost or not lost
(c) Cancelling. -- If the Vessel is not delivered by midnight local time
on the cancelling date stated in Box 6, the Charterers shall be entitled
to cancel this Charter Party. However, if despite the exercise of due
diligence by the Owners, the Owners will be unable to deliver the Vessel
by the cancelling date, they may give notice in writing to the Charterers
at any time prior to the delivery date as stated in Box 5, and shall
state in such notice the date by which they will be able to deliver the
Vessel. The Charterers may within 24 hours of receipt of such notice give
notice in writing to the Owners cancelling this Charter Party. If the
Charterers do not give such notice, then the later date specified in the
Owner's notice shall be substituted for the cancelling date for all the
purposes of this Charter Party. In the event the Charterers cancel the
Charter Party, it shall terminate on terms that neither party shall be
liable to the other for any losses incurred by reason of the non-delivery
of the Vessel or the cancellation of the Charter Party.
(d) Redelivery. -- The Vessel shall be redelivered on the expiration or
earlier termination of this Charter Party free of cargo and with clean
tanks at the port or place as stated in Box 8(i) or such other port or
place as may be mutually agreed. The Charterers shall give not less than
the number of days notice in writing of their intention to redeliver the
Vessel, as stated in Box 8(ii).
(e) Demobilisation. -- The Charterers shall pay a lump sum without
discount in the amount as stated in Box 16 by way of demobilisation
charge which amount shall be paid on the expiration or on earlier
termination of this Charter Party.
3. Condition of Vessel
(a) The Owners undertake that at the date of delivery under this Charter
Party the Vessel shall be of the description and classification as
specified in ANNEX "A", attached hereto, and undertake to so maintain the
Vessel during the period of service under this Charter Party.
(b) The Owners shall before and at the date of delivery of the Vessel and
throughout the Charter Period exercise due diligence to make and maintain
the Vessel tight, staunch, strong in good order and condition and,
without prejudice to the generality of the foregoing, in every way fit to
operate effectively at all times for the services as stated in Clause 5.
4. Survey
The Owners and the Charterers shall jointly appoint an independent
surveyor for the purpose of determining and agreeing in writing the
condition of the Vessel, any anchor handling and towing equipment
specified in Section 5 of ANNEX "A", and the quality and quantity of
fuel, lubricants and water at the time of delivery and redelivery
hereunder. The Owners end the Charterers shall jointly share the time and
expense of such surveys.
5. Employment and Area of Operation
(a) The Vessel shall be employed in offshore activities which are lawful
in accordance with the law of the place of the Vessel's flag and/or
registration and of the place of operation. Such activities shall be
restricted to the service(s) as stated in Box 18, and to voyages between
any good and safe port or place and any place or offshore unit where the
Vessel can safely lie always afloat within the Area of Operation as
stated in Box 17 which shall always be within Institute Warranty Limits
and which shall in no circumstances be exceeded without prior agreement
and adjustment of the Hire and in accordance with such other terms as
appropriate to be agreed; provided always that the Charterers do not
warrant the safety of any such port or place or offshore unit but shall
exercise due diligence in issuing their orders to the Vessel as if the
Vessel were their own property and having regard to her capabilities and
the nature of her employment. Unless otherwise agreed, the Vessel shall
not be employed as a diving platform.
(b) Relevant permission and licences from responsible authorities for the
Vessel to enter, work in and leave the Area of Operation shall be
obtained by the Charterers and the Owners shall assist, if necessary, in
every way possible to secure such permission and licenses.
(c) The Vessel's Space. -- The whole reach and burden and decks of the
Vessel shall throughout the Charter Period be at the Charterers' disposal
reserving proper and sufficient space for the Vessel's Master, Officers,
Crew, tackle, apparel, furniture, provisions and stores. The Charterers
shall be entitled to carry, so far as space is available and for their
purposes in connection with their operations:
(i) Persons other than crew members, other than fare paying, and for
such purposes to make use of the Vessels available accommodation
not being used on the voyage by the Vessel's Crew. The Owners
shall provide suitable provisions and requisites for such persons
for which the Charterers shall pay at the rate as stated in Box 26
per meal and at the rate as stated in Box 27 per day for the
provision of bedding and services for persons using berth
accommodation.
(ii) Lawful cargo whether carried on or under deck.
(iii) Explosives and dangerous cargo, whether in bulk or packaged,
provided proper notification has been given and such cargo is
marked and packed in accordance with the national regulations of
the Vessel and/or the International Maritime Dangerous Goods Code
and/or other pertinent regulations. Failing such proper
notification, marking or packing the Charterers shall indemnify
the Owners in respect of any loss, damage or liability whatsoever
and howsoever arising therefrom. The Charterers accept
responsibility for any additional expenses (including
reinstatement expenses) incurred by the Owners in relation to the
carriage of explosives and dangerous cargo.
(iv) Hazardous and noxious substances subject to Clause 12(g), proper
notification and any pertinent regulations.
6. Master and Crew
(a) (i) The Master shall carry out his duties promptly and the Vessel
shall render all reasonable services within her capabilities by day and
by night and at such times and on such schedules as the Charterers may
reasonably require without any obligations of the Charterers to pay to
the Owners or the Master, Officers or the Crew of the Vessel any excess
or overtime payments. The Charterers shall furnish the Master with all
instructions and sailing directions and the Master and Engineer shall
keep full and correct logs accessible to the Charterers or their agents.
(ii) The Master shall sign cargo documents as and in the form presented,
the same, however, not to be Bills of Lading, but receipts which shall be
non-negotiable documents and shall be marked as such. The Charterers
shall indemnify the Owners against all consequences and liabilities
arising from the Master, Officers or agents signing, under the direction
of the Charterers, those cargo documents or other documents inconsistent
with this Charter Party or from any irregularity in the papers supplied
by the Charterers or their agents.
(b) The Vessel's Crew if required by Charterers will connect and
disconnect electric cables, fuel, water and pneumatic hoses when placed
on board the Vessel in port as well as alongside the offshore units; will
operate the machinery on board the Vessel for loading and unloading
cargoes; and will hook and unhook cargo on board the Vessel when loading
or discharging alongside offshore units. If the port regulations or the
seamen and/or labour unions do not permit the Crew of the Vessel to carry
out any of this work, then the Charterers shall make, at their own
expense, whatever other arrangements may be necessary, always under the
direction of the Master.
(c) if the Charterers have reason to be dissatisfied with the conduct of
the Master or any Officer or member of the Crew, the Owners on receiving
particulars of the complaint shall promptly investigate the matter and if
the complaint proves to be well founded, the Owners shall as soon as
reasonably possible make appropriate changes in the appointment
(d) The entire operation, navigation, and management of the Vessel shall
be in the exclusive control and command of the Owners, their Master,
Officers and Crew. The Vessel will be operated and the services hereunder
will be rendered as requested by the Charterers, subject always to the
exclusive right of the Owners or the Master of the Vessel to determine
whether operation of the Vessel may be safely undertaken. In the
performance of the Charter Party, the Owners are deemed to be an
independent contractor, the Charterers being concerned only with the
results of the services performed.
7. Owners to Provide
(a) The Owners shall provide and pay for all provisions, wages and all
other expenses of the Master, Officers and Crew; all maintenance and
repair of the Vessel's hull, machinery and equipment as specified in
ANNEX "A"; also, except as otherwise provided in this Charter Party, for
all insurance on the Vessel, all dues and charges directly related to the
Vessel's flag and/or registration, all deck, cabin and engineroom stores,
cordage required for ordinary ship's purposes mooring alongside in
harbour, and all fumigation expenses and de-ratisation certificates. The
Owners' obligations under this Clause extend to cover all liabilities for
consular charges appertaining to the Master, Officers and Crew, customs
or import duties arising at any time during the performance of this
Charter Party in relation to the personal effects of the Master, Officers
and Crew, and in relation to the stores, provisions and other matters as
aforesaid which the Owners are to provide and/or pay for and the Owners
shall refund to the Charterers any sums they or their agents may have
paid or been compelled to pay in respect of such liability.
(b) On delivery the Vessel shall be equipped, if appropriate, at the
Owners' expense with any towing and anchor handling equipment specified
in Section 5(b) of ANNEX "A". If during the Charter Period any such
equipment becomes lost, damaged or unserviceable, other than as a result
of the Owners' negligence, the Charterers shall either provide, or direct
the Owners to provide, an equivalent replacement at the Charterers'
expense.
8. Charterers to Provide
(a) While the Vessel is on hire the Charterers shall provide and pay for
all port charges, pilotage and boatmen and canal steersmen (whether
compulsory or not), launch hire (unless incurred in connection with the
Owners' business), light dues, tug assistance, canal, dock, harbour,
tonnage and other dues and charges, agencies and commissions incurred on
the Charterers' business, costs for security or other watchmen, and of
quarantine (if occasioned by the nature of the cargo carried or the ports
visited whilst employed under this Charter Party but not otherwise).
(b) At all times the Charterers shall provide and pay for the loading and
unloading of cargoes so far as not done by the Vessel's crew, all
necessary dunnage, uprights and shoring equipment for securing deck
cargo, all cordage except as to be provided by the Owners, all ropes,
slings and special runners (including bulk cargo discharge hoses)
actually used for loading and discharging, inert gas required for the
protection of cargo, and electrodes used for offshore works, and shall
reimburse the Owners for the actual cost of replacement of special
mooring lines to offshore units, wires, nylon spring lines etc. used for
offshore works, all hose connections and adaptors, and further, shall
refill oxygen/acetylene bottles used for offshore works.
(c) The Charterers shall pay for Customs duties, all permits, import
duties
4
PART II
"SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels
(including costs involved in establishing temporary or permanent
importation bonds), and clearance expenses, both for the Vessel and/or
equipment, required for or arising out of this Charter Party.
9. Bunkers
Unless otherwise agreed, the Vessel shall be delivered with bunkers and
lubricants as on board and redelivered with sufficient bunkers to reach
the next bunkering stage en route to her next port of call.
10. Hire and Payments
(a) Hire -- The Charterers shall pay Lumpsum Hire for the Vessel at the
rate stated in Box 19 from the time that the Vessel is delivered to the
Charterers until the expiration or earlier termination of this Charter
Party.
(b) Extension Hire. -- If the option to extend the Charter Period under
Clause 1(b) is exercised, Hire for such extension shall, unless stated in
Box 20, be mutually agreed between the Owners and the Charterers.
(c) Adjustment of Hire. -- The rate of hire shall be adjusted to reflect
documented changes, after the date of entering into the Charter Party or
the date of commencement of employment, whichever is earlier, in the
Owners' costs arising from changes in the Charterers' requirements or
regulations governing the Vessel and/or its Crew or this Charter Party.
(d) Invoicing. -- All invoices shall be issued in the contract currency
stated in Box 19. In respect of reimbursable expenses incurred in
currencies other than the contract currency, the rate of exchange into
the contract currency shall be that quoted by the Central Bank of the
country of such other currency as at the date of the Owners' invoice.
Invoices covering Hire and any other payments due shall be issued monthly
as stated in Box 21(i) or at the expiration or earlier termination of
this Charter Party. Notwithstanding the foregoing, bunkers and
lubricants on board at delivery shall be invoiced at the time of
delivery.
(e) Payments. -- Payments of Hire and disbursements for the Charterers'
account shall be received within the number of days stated in Box 23 from
the date of receipt of the invoice. Payment shall be made in the contract
currency in full without discount to the account stated in Box 22.
However any advances for disbursements made on behalf of and approved by
the Owners may be deducted from Hire due.
If payment is not received by the Owners within 5 banking days following
the due date the Owners are entitled to charge interest at the rate
stated in Box 24 on the amount outstanding from and including the due
date until payment is received.
Where an invoice is disputed, the Charterers shall in any event pay the
undisputed portion of the invoice but shall be entitled to withold
payment of the disputed portion provided that such portion is reasonably
disputed and the Charterers specify such reason. Interest will be
chargeable at the rate stated in Box 24 on such disputed amounts where
resolved in favour of the Owners. Should the Owners prove the validity of
the disputed portion of the invoice, balance payment shall be received by
the Owners within 5 banking days after the dispute is resolved. Should
the Charterers' claim be valid, a corrected invoice shall be issued by
the Owners.
In default of payment as herein specified, the Owners may require the
Charterers to make payment of the amount due within 5 banking days of
receipt of notification from the Owners; failing which the Owners shall
have the right to withdraw the Vessel without prejudice to any claim the
Owners may have against the Charterers under this Charter Party.
While payment remains due the Owners shall be entitled to suspend the
performance of any and all of their obligations hereunder and shall have
no responsibility whatsoever for any consequences thereof, in respect of
which the Charterers hereby indemnify the Owners, and Hire shall continue
to accrue and any extra expenses resulting from such suspension shall be
for the Charterers' account.
11. Suspension of Hire
(a) If as a result of any deficiency of Crew or of the Owners' stores,
strike of Master, Officers and Crew, breakdown of machinery, damage to
hull or other accidents to the Vessel, the Vessel is prevented from
working, no Hire shall be Payable in respect of any time lost and any
Hire paid in advance shall be adjusted accordingly provided always
however that Hire shall not cease in the event of the Vessel being
prevented from working as aforesaid as a result of:
(i) the carriage of cargo as noted in Clause 5(c)(iii) and (iv);
(ii) quarantine or risk of quarantine unless caused by the Master,
Officers or Crew having communication with the shore at any
infected area not in connection with the employment of the Vessel
without the consent or the instructions of the Charterers;
(iii) deviation from her Charter Party duties or exposure to abnormal
risks at the request of the Charterers;
(iv) detention in consequence of being driven into port or to anchorage
through stress of weather or trading to shallow harbours or to
river or ports with bars or suffering an accident to her cargo,
when the expenses resulting from such detention shall be for the
Charterers' account howsoever incurred;
(v) detention or damage by ice;
(vi) any act or omission of the Charterers, their servants or agents.
(b) Liability for Vessel not Working. -- The Owners' liability for any
loss, damage or delay sustained by the Charterers as a result of the
Vessel being prevented from working by any cause whatsoever shall be
limited to suspension of hire.
12. Liabilities and Indemnities
(a) Owners. -- Notwithstanding anything else contained in this Charter
Party excepting Clauses 5(c)(iii), 7(b), 8(b), 12(g), 15(c) and 21, the
Charterers shall not be responsible for loss of or damage to the property
of the Owners or of their contractors and sub-contractors, including the
Vessel, or for personal injury or death of the employees of the Owners or
of their contractors and sub-contractors, arising out of or in any way
connected with the performance of this Charter Party, even if such loss,
damage, injury or death is caused wholly or partially by the act,
neglect, or default of the Charterers, their employees, contractors or
sub-contractors, and even if such loss, damage, injury or death is caused
wholly or partially by unseaworthiness of any vessel; and the Owners
shall indemnify, protect, defend and hold harmless the Charterers from
any and against all claims, costs, expenses, actions, proceedings, suits,
demands and liabilities whatsoever arising out of or in connection with
such loss, damage, personal injury or death.
(b) Charterers. -- Notwithstanding anything else contained in this
Charter Party excepting Clause 21, the Owners shall not be responsible
for loss of, damage to, or any liability arising out of anything towed by
the Vessel, any cargo laden upon or carried by the Vessel or her tow, the
property of the Charterers or of their contractors and sub-contractors,
including their offshore units, or for personal injury or death of the
employees of the Charterers or of their contractors and sub-contractors
(other than the Owners and their contractors and sub-contractors) or of
anyone on board anything towed by the Vessel, arising out of or in any
way connected with the performance of this Charter Party, even if such
loss, damage, liability, injury or death is caused wholly or partially by
the act, neglect or default of the Owners, their employees, contractors
or sub-contractors, and even if such loss, damage, liability, injury or
death is caused wholly or partially by the unseaworthiness of any vessel;
and the Charterers shall indemnify, protect, defend and hold harmless the
Owners from any and against all claims, costs, expenses, actions,
proceedings, suits, demands, and liabilities whatsoever arising out of or
in connection with such loss, damage, liability, personal injury or
death.
(c) Consequential Damages. -- Neither party shall be liable to the other
for, and each party hereby agrees to protect, defend and indemnify the
other against, any consequential damages whatsoever arising out of or in
connection with the performance or non-performance of this Charter Party,
including, but not limited to, loss of use, loss of profits, shut-in or
loss of production and cost of insurance.
(d) Limitations. -- Nothing contained in this Charter Party shall be
construed or held to deprive the Owners or the Charterers, as against any
person or party, including as against each other, of any right to claim
limitation of liability provided by any applicable law, statute or
convention, save that nothing in this Charter Party shall create any
right to limit liability. Where the Owners or the Charterers may seek an
indemnity under the provisions of this Charter Party or against each
other in respect of a claim brought by a third party, the Owners or the
Charterers shall seek to limit their liability against such third party.
(e) Himalaya Clause. -- (i) All exceptions, exemptions, defences,
immunities, limitations of liability, indemnities, privileges and
conditions granted or provided by this Charter Party or by any applicable
statute, rule or regulation for the benefit of the Charterers shall also
apply to and be for the benefit of the Charterers' parent, affiliated,
related and subsidiary companies; the Charterers' contractors,
sub-contractors, clients, joint venturers and joint interest owners
(always with respect to the job or project on which the Vessel is
employed); their respective employees end their respective underwriters.
(ii) All exceptions, exemptions, defences, immunities, limitations of
liability, indemnities, privileges and conditions granted or provided by
this Charter Party or by any applicable statute, rule or regulation for
the benefit of the Owners shall also apply to and be for the benefit of
the Owners' parent, affiliated, related and subsidiary companies, the
Owners' sub-contractors, the Vessel, its Master, Officers and Crew, its
registered owner, its operator, its demise charterer(s), their respective
employees and their respective underwriters.
(iii) The Owners or the Charterers shall be deemed to be acting as agent
or trustee of and for the benefit of all such persons and parties set
forth above, but only for the limited purpose of contracting for the
extension of such benefits to such persons and parties.
(f) Mutual Waiver of Recourse (Optional, only applicable if stated in Box
28, but regardless of whether this option is exercised the other
provisions of Clause 12 shall apply and shall be paramount)
In order to avoid disputes regarding liability for personal injury or
death of employees or for loss of or damage to property, the Owners and
the Charterers have entered into, or by this Charter Party agree to enter
into, an Agreement for Mutual Indemnity and Waiver of Recourse (in a form
substantially similar to that specified in ANNEX "C") between the Owners,
the Charterers and the various contractors and sub-contractors of the
Charterers.
(g) Hazardous and Noxious Substances. -- Notwithstanding any other
provision of this Charter Party to the contrary, the Charterers shall
always be responsible for any losses, damages or liabilities suffered by
the Owners, their employees, contractors or sub-contractors, by the
Charterers, or by third parties, with respect to the Vessel or other
property, personal injury or death, pollution or otherwise, which losses,
damages or liabilities are caused, directly or indirectly, as a result of
the Vessel's carriage of any hazardous and noxious substances in whatever
form as ordered by the Charterers, and the Charterers shall defend,
indemnify the Owners and hold the Owners harmless for any expense, loss
or liability whatsoever or howsoever arising with respect to the carriage
of hazardous or noxious substances.
5
PART II
"SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels
13. Pollution
(a) Except as otherwise provided for in Clause 15(c)(iii), the Owners
shall be liable for, and agree to indemnify, defend and hold harmless the
Charterers against, all claims, costs, expenses, actions, proceedings,
suits, demands and liabilities whatsoever arising out of actual or
potential pollution damage and the cost of cleanup or control thereof
arising from acts or omissions of the Owners or their personnel which
cause or allow discharge, spills or leaks from the Vessel, except as may
emanate from cargo thereon or therein.
(b) The Charterers shall be liable for and agree to indemnify, defend and
hold harmless the Owners from all claims, costs, expenses, actions,
proceedings, suits, demands, liabilities, loss or damage whatsoever
arising out of or resulting from any other actual or potential pollution
damage, even where caused wholly or partially by the act, neglect or
default of the Owners, their employees, contractors or sub-contractors or
by the unseaworthiness of the Vessel.
14. Insurance
(a)(i) The Owners shall procure and maintain in effect for the duration
of this Charter Party, with reputable insurers, the insurances set forth
in ANNEX "B". Policy limits shall not be less than those indicated.
Reasonable deductibles are acceptable and shall be for the account of the
Owners.
(ii) The Charterers shall upon request be named as co-insured. The Owners
shall upon request cause insurers to waive subrogation rights against the
Charterers (as encompassed in Clause 12(e)(i)). Co-insurance and/or
waivers of subrogation shall be given only insofar as these relate to
liabilities which are properly the responsibility of the Owners under the
terms of this Charter Party.
(b) The Owners shall upon request furnish the Charterers with
certificates of insurance which provide sufficient information to verify
that the Owners have complied with the insurance requirements of this
Charter Party.
(c) If the Owners fail to comply with the aforesaid insurance
requirements, the Charterers may, without prejudice to any other rights
or remedies under this Charter Party, purchase similar coverage and
deduct the cost thereof from any payment due to the Owners under this
Charter Party.
15. Saving of Life and Salvage
(a) The Vessel shall be permitted to deviate for the purpose of saving
life at sea without prior approval of or notice to the Charterers and
without loss of Hire provided however that notice of such deviation is
given as soon as possible.
(b) Subject to the Charterers' consent, which shall not be unreasonably
withheld, the Vessel shall be at liberty to undertake attempts at
salvage, it being understood that the Vessel shall be off hire from the
time she leaves port or commences to deviate and she shall remain
off-hire until she is again in every way ready to resume the Charterers'
service at a position which is not less favourable to the Charterers than
the position at the time of leaving port or deviating for the salvage
services.
All salvage monies earned by the Vessel shall be divided equally between
the Owners and the Charterers, after deducting the Master's, Officers'
and Crew's share, legal expenses, value of fuel and lubricants consumed,
Hire of the Vessel lost by the Owners during the salvage, repairs to
damage sustained, if any, and any other extraordinary loss or expense
sustained as a result of the salvage.
The Charterers shall be bound by all measures taken by the Owners in
order to secure payment of salvage and to fix its amount.
(c) The Owners shall waive their right to claim any award for salvage
performed on property owned by or contracted to the Charterers, always
provided such property was the object of the operation the Vessel was
chartered for, and the Vessel shall remain on hire when rendering salvage
services to such property. This waiver is without prejudice to any right
the Vessel's Master, Officers and Crew may have under any title.
If the Owners render assistance to such property in distress on the basis
of "no claim for salvage", then, notwithstanding any other provisions
contained in this Charter Party and even in the event of neglect or
default of the Owners, Master, Officers or Crew:
(i) The Charterers shall be responsible for and shall indemnify the
Owners against payments made, under any legal rights, to the
Master, Officers and Crew in relation to such assistance.
(ii) The Charterers shall be responsible for and shall reimburse the
Owners for any loss or damage sustained by the Vessel or her
equipment by reason of giving such assistance and shall also pay
the Owners' additional expenses thereby incurred.
(iii) The Charterers shall be responsible for any actual or potential
spill, seepage and/or emission of any pollutant howsoever caused
occurring within the offshore site and any pollution resulting
therefrom, wheresoever it may occur and including but not limited
to the cost of such measures as are reasonably necessary to
prevent or mitigate pollution damage, and the Charterers shall
indemnity the Owners against any liability, cost or expense
arising by reason of such actual or potential spill, seepage
and/or emission.
(iv) The Vessel shall not be off-hire as a consequence of giving such
assistance, or effecting repairs under sub-paragraph (ii) of this
sub-clause, and time taken for such repairs shall not count
against time granted under Clause 11(c).
(v) The Charterers shall indemnify the Owners against any liability,
cost and/or expense whatsoever in respect of any loss of life,
injury, damage or other loss to person or property howsoever
arising from such assistance.
16. Lien
The Owners shall have a lien upon all cargoes for all claims against the
Charterers under this Charter Party and the Charterers shall have a lien
on the Vessel for all monies paid in advance and not earned. The
Charterers will not suffer, nor permit to be continued, any lien or
encumbrance incurred by them or their agents, which might have priority
over the title and interest of the Owners in the Vessel. Except as
provided in Clause 12, the Charterers shall indemnify and hold the Owners
harmless against any lien of whatsoever nature arising upon the Vessel
during the Charter Period while she is under the control of the
Charterers, and against any claims against the Owners arising out of the
operation of the Vessel by the Charterers or out of any neglect of the
Charterers in relation to the Vessel or the operation thereof. Should the
Vessel be arrested by reason of claims or liens arising out of her
operation hereunder, unless brought about by the act or neglect of the
Owners, the Charterers shall at their own expense take all reasonable
steps to secure that within a reasonable time the Vessel is released and
at their own expense put up bail to secure release of the Vessel.
17. Sublet and Assignment
18. Substitute Vessel
The Owners shall be entitled at any time, whether before delivery or at
any other time during the Charter Period, to provide a substitute vessel,
subject to the Charterers' prior approval which shall not be unreasonably
withheld.
19. War
(a) Unless the consent of the Owners be first obtained, the Vessel shall
not be ordered nor continue to any port or place or on any voyage nor be
used on any service which will bring the Vessel within a zone which is
dangerous as a result of any actual or threatened act of war, war,
hostilities, warlike operations, acts of piracy or of hostility or
malicious damage against this or any other vessel or its cargo by any
person, body or state whatsoever, revolution, civil war, civil commotion
or the operation of international law, nor be exposed in any way to any
risks or penalties whatsoever consequent upon the imposition of
sanctions, nor carry any goods that may in any way expose her to any
risks of seizure, capture, penalties or any other interference of any
kind whatsoever by the belligerent or fighting powers or parties or by
any government or rulers.
(b) Should the Vessel approach or be brought or ordered within such zone,
or be exposed in any way to the said risks, (i) the Owners shall be
entitled from time to time to insure their interest in the Vessel for
such terms as they deem fit up to its open market value and also in the
Hire against any of the risks likely to be involved thereby, and the
Charterers shall make a refund on demand of any additional premium
thereby incurred, and (ii) notwithstanding the terms of Clause 11 Hire
shall be payable for all time lost including any loss owing to loss of or
injury to the Master, Officers, Crew or passengers or to refusal by any
of them to proceed to such zone or to be exposed to such risks.
(c) In the event of additional insurance premiums being incurred or the
wages of the Master and/or Officers and/or Crew and/or the cost of
provisions and/or stores for deck and/or engine room being increased by
reason of or during the existence of any of the matters mentioned in
sub-clause (a) the amount of any additional premium and/or increase shall
be added to the Hire, and paid by the Charterers on production of the
Owners' account therefor, such account being rendered monthly.
(d) The Vessel shall have liberty to comply with any orders or directions
as to departure, arrival, routes, ports of call, stoppages, destination,
delivery or in any other way whatsoever given by the government of the
nation under whose flag the Vessel sails or any other government or any
person (or body) acting or purporting to act with the authority of such
government or by any committee or person having under the terms of the
war risks insurance on the Vessel the right to give any such orders or
directions.
(e) In the event of the outbreak of war (whether there be a declaration
of war or not) between any of the countries stated in Box 30 or in the
event of the nation under whose flag the Vessel sails becoming involved
in war (whether there be a declaration of war or not) either the Owners
or the Charterers may terminate this Charter Party, whereupon the
Charterers shall redeliver the Vessel to the Owners in accordance with
PART I if it has cargo on board after discharge thereof at destination
or, if debarred under this Clause from reaching or entering it, at a near
open and safe port or place as directed by the Owners, or if the Vessel
has no cargo on board, at the port or place at which it then is or if at
sea at a near, open and safe port or place as directed by the Owners. In
all cases Hire shall continue to be paid and, except as aforesaid, all
other provisions of this Charter Party shall apply until redelivery.
(f) If in compliance with the provisions of this Clause anything is done
or is not done, such shall not be deemed a deviation.
The Charterers shall procure that all Bills of Lading (if any) issued
under this Charter Party shall contain the stipulations contained in
sub-clauses (a), (d) and (f) of this Clause.
20. Excluded Ports
(a) The Vessel shall not be ordered to nor bound to enter without the
Owners' written permission (a) any place where fever or epidemics are
prevalent or to which the Master, Officers and Crew by law are not bound
to follow the Vessel; (b) any ice-bound place or any place where lights,
lightships, marks and buoys are or are likely to be withdrawn by reason
of ice on the Vessel's arrival or where there is risk that ordinarily the
Vessel will not be able on account of ice to reach the place or to get
out after having completed her operations. The Vessel shall not be
obliged to force ice nor to follow an icebreaker. If, on account of ice,
the Master considers it dangerous to remain at the loading or discharging
place for fear of the Vessel being frozen in and/or damaged, he has
liberty to sail to a convenient open place and await the Charterers'
fresh instructions.
(b) Should the Vessel approach or be brought or ordered within such
place, or be exposed in any way to the said risks, the Owners shall be
entitled from time to time to insure their interests in the Vessel and/or
Hire against any of the risks likely to be involved thereby on such terms
as they shall think fit, the Charterers to make a refund to the Owners of
the premium on demand.
6
PART II
"SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels
Notwithstanding the terms of Clause 11 Hire shall be paid for all time
lost including any lost owing to loss of or sickness or injury to the
Master, Officers, Crew or passengers or to the action of the Crew in
refusing to proceed to such place or to be exposed to such risks.
21. General Average and New Xxxxx Xxxxxx
General Average shall be adjusted and settled in London unless otherwise
stated in Box 31, according to York/Antwerp Rules, 1974, as may be
amended. Hire shall not contribute to General Average. Should adjustment
be made in accordance with the law and practice of the United States of
America, the following provision shall apply:
"In the event of accident, danger, damage or disaster before or after the
commencement of the voyage, resulting from any cause whatsoever, whether
due to negligence or not, for which, or for the consequence of which, the
Owners are not responsible, by statute, contract or otherwise, the cargo,
shippers, consignees or owners of the cargo shall contribute with the
Owners in General Average to the payment of any sacrifices, loss or
expenses of a General Average nature that may be made or incurred and
shall pay salvage and special charges incurred in respect of the cargo.
If a salving vessel is owned or operated by the Owners, salvage shall be
paid for as fully as if the said salving vessel or vessels belonged to
strangers. Such deposit as the Owners, or their agents, may deem
sufficient to cover the estimated contribution of the cargo and any
salvage and special charges thereon shall, if required, be made by the
cargo, shippers, consignees or owners of the cargo to the Owners before
delivery".
22. Both-to-Blame Collision Clause
If the Vessel comes into collision with another ship as a result of the
negligence of the other ship and any act, neglect or default of the
Master, mariner, pilot or the servants of the Owners in the navigation or
the management of the Vessel, the Charterers will indemnify the Owners
against all loss or liability to the other or non-carrying ship or her
owners insofar as such loss or liability represent loss of or damage to,
or any claim whatsoever of the owners of any goods carried under this
Charter Party paid or payable by the other or non-carrying ship or her
owners to the owners of the said goods and set-off, recouped or recovered
by the other or non-carrying ship or her owners as part of their claim
against the Vessel or the Owners, The foregoing provisions shall also
apply where the owners, operators or those in charge of any ship or ships
or objects other than or in addition to the colliding ships or objects
are at fault in respect of a collision or contact.
23. Structural Alterations and Additional Equipment
The Charterers shall have the option of, at their expense, making
structural alterations to the Vessel or installing additional equipment
with the written consent of the Owners which shall not be unreasonably
withheld but unless otherwise agreed the Vessel is to be redelivered
reinstated, at the Charterers' expense, to her original condition. The
Vessel is to remain on hire during any period of these alterations or
reinstatement. The Charterers, unless otherwise agreed, shall be
responsible for repair and maintenance of any such alteration or
additional equipment.
24. Health and Safety
The Owners shall comply with and adhere to all applicable international,
national and local regulations pertaining to health and safety, and such
Charterers' instructions as may be appended hereto.
25. Taxes
Each party shall pay taxes due on its own profit, income and personnel.
The Charterers shall pay all other taxes and dues arising out of the
operation or use of the Vessel during the Charter Period.
In the event of change in the Area of Operation or change in local
regulation and/or interpretation thereof, resulting in an unavoidable and
documented change of the Owners' tax liability after the date of entering
into the Charter Party or the date of commencement of employment,
whichever is the earlier, Hire shall be adjusted accordingly.
26. Early Termination
(a) For Charterers' Convenience. -- The Charterers may terminate this
Charter Party at any time by giving the Owners written notice as stated
in Box 15 and by paying the settlement stated in Box 14 and the
demobilisation charge stated in Box 16, as well as Hire or other payments
due under the Charter Party.
(b) For Cause. -- If either party becomes informed of the occurrence of
any event described in this Clause that party shall so notify the other
party promptly in writing and in any case within 3 days after such
information is received. If the occurrence has not ceased within 3 days
after such notification has been given, this Charter Party may be
terminated by either party, without prejudice to any other rights which
either party may have, under any of the following circumstances:
(i) Requisition. -- If the government of the state of registry and/or
the flag of the Vessel, or any agency thereof, requisitions for
hire or title or otherwise takes possession of the Vessel during
the Charter Period.
(ii) Confiscation -- If any government, individual or group, whether or
not purporting to act as a government or on behalf of any
government, confiscates, requisitions, expropriates, seizes or
otherwise takes possession of the Vessel during the Charter
Period.
(iii) Bankruptcy -- In the event of an order being made or resolution
passed for the winding up, dissolution, liquidation or bankruptcy
of either party (otherwise than for the purpose of reconstruction
or amalgamation) or if a receiver is appointed or if it suspends
payment or ceases to carry on business.
(iv) Loss of Vessel. -- If the Vessel is lost, actually or
constructively, or missing, unless the Owners provide a substitute
vessel pursuant to Clause 18. In the case of termination, Hire
shall cease from the date the Vessel was lost or, in the event of
a constructive total loss, from the date of the event giving rise
to such loss. If the date of loss cannot be ascertained or the
Vessel is missing, payment of Hire shall cease from the date the
Vessel was last reported.
(v) Breakdown. -- If, at any time during the term of this Charter
Party, a breakdown of the Owners' equipment or Vessel results in
the Owners' being unable to perform their obligations hereunder
for a period exceeding that stated in Box 32, unless the Owners
provide a substitute Vessel pursuant to Clause 18.
(vi) Force Majeure -- If a force majeure condition as defined in Clause
27 prevails for a period exceeding 15 consecutive days.
(vii) Default. -- If either party is in repudiatory breach of its
obligations hereunder.
Termination as a result of any of the above mentioned causes shall not
relieve the Charterers of any obligation for Hire and any other payments
due.
27. Force Majeure
Neither the Owners nor the Charterers shall be liable for any loss,
damages or delay or failure in performance hereunder resulting from any
force majeure event, including but not limited to acts of God, fire,
action of the elements, epidemics, war (declared or undeclared), warlike
actions, insurrection. revolution or civil strife, piracy, civil war or
hostile action, strikes or differences with workmen (except for disputes
relating solely to the Owners' or the Charterers' employees), acts of the
public enemy, federal or state laws, rules and regulations of any
governmental authorities having or asserting jurisdiction in the premises
or of any other group, organisation or informal association (whether or
not formally recognised as a government), and any other cause beyond the
reasonable control of either party which makes continuance of operations
impossible.
28. Notices and Invoices
Notices and Invoices required to be given under this Charter Party shall
be given in writing to the addresses stated in Boxes 21, 35 and 36 as
appropriate.
29. Wreck Removal
If the Vessel sinks and becomes a wreck and an obstruction to navigation
and has to be removed upon request by any compulsory law or authority
having jurisdiction over the area where the wreck is placed, the Owners
shall be liable for any and all expenses in connection with the raising,
removal, destruction, lighting or marking of the wreck.
30. Confidentiality
All information or data obtained by the Owners in the performance of this
Charter Party is the property of the Charterers, is confidential and
shall not be disclosed without the prior written consent of the
Charterers. The Owners shall use their best efforts to ensure that the
Owners, any of their sub-contractors, and employees and agents thereof
shall not disclose any such information or data.
31. Law and Arbitration
*) (a) This Charter Party shall be governed by English law and any dispute
arising out of this Charter Party shall be referred to arbitration in
London, one arbitrator being appointed by each party, in accordance with
the Arbitration Acts 1950 and 1979 or any statutory modification or
re-enactment thereof for the time being in force. On the receipt by one
party of the nomination in writing of the other party's arbitrator, that
party shall appoint their arbitrator within 14 days, failing which the
arbitrator already appointed shall act as sole arbitrator. If two
arbitrators properly appointed shall not agree they shall appoint an
umpire whose decision shall be final.
*) (b) Should any dispute arise out of this Charter Party, the matter in
dispute shall be referred to three persons at New York, one to be
appointed by each of the parties hereto, and the third by the two so
chosen; their decision or that of any two of them shall be final, and for
purpose of enforcing any award, this agreement may be made a rule of the
Court. The arbitrators shall be members of the Society of Maritime
Arbitrators, Inc. of New York and the proceedings shall be conducted in
accordance with the rules of the Society.
*) (c) Any dispute arising out of this Charter Party shall be referred to
arbitration at the place stated in Box 33 subject to the law and
procedures applicable there.
*) (d) If Box 33 in PART I is not filled in, sub-clause (a) of this Clause
shall apply.
*) (a), (b) and (c) are alternatives; state alternative agreed in Box 33
32. Entire Agreement
This is the entire agreement of the parties, which supersedes all
previous written or oral understandings and which may not be modified
except by written amendment signed by both parties.
33. Severability Clause
If any portion of this Charter Party is held to be invalid or
unenforceable for any reason by a court or governmental authority of
competent jurisdiction, then such portion will be deemed to be stricken
and the remainder of this Charter Party shall continue in full force and
effect.
34. Demise
Nothing herein contained shall be construed as creating a demise of the
Vessel to the Charterers.
35. Definitions
"Well" is defined for the purposes of this Charter Party as the time
required to drill, test, complete and/or abandon a single borehole
including any sidetrack thereof.
"Offshore unit" is defined for the purposes of this Charter Party as any
vessel, offshore installation, structure and/or mobile unit used in
offshore exploration, construction, pipelaying or repair, exploitation or
production.
"Offshore site" is defined for the purposes of this Charter Party as the
area within three nautical miles of an "offshore unit" from or to which
the Owners are requested to take their Vessel by the Charterers.
"Employees" is defined for the purposes of this Charter Party as
employees, directors, officers, servants, agents or invitees.
36. Headings
The headings of this Charter Party are for identification only and shall
not be deemed to be part hereof or be taken into consideration in the
interpretation or construction of this Charter Party.
7
PART II (Continued)
Uniform Time Charter Party for Offshore Service Vessels
Additional clauses (Special provisions)
37. Liabilities (In addition to clause 12)
- It is clearly understood that Owners will act under the sole control,
supervision and entire responsibility of the Charterers or their duly authorized
representative or Project Manager.
- Owners will not be held liable for any loss or damage caused to the
retrieved Big Piece or/and artefacts either during the process of recovery
or/and their storage on board.
- Owners will not be held liable for the process of conditioning and
preserving any of the retrieved Big piece/artefacts on board of the Vessel
38. Technical conditions and clarification about Xxxxxx and ROV (In addition
to Annex "A")
- The vessel will be fully manned for 24H/24 service operation.
- The ROV will be fully manned for a 12H/24 service operation including:
1 Superintendent
2 Technician/pilots electronic
2 Technicians/pilots Mechanic-Hydraulic
1 Technician for DGPS Positioning system
- The vessel will further feature:
o Surface Navigation System DGPS with computer and interface with DP
system DGPS.
o The necessary personnel and catering for a maximum of 14 Client's
passengers.
o The necessary gear and equipment for the surface lifting of "Big
Piece" in accordance Ifremer procedure, except for the large
sheave and the special spooling device which are to be provided by
Ifremer
- The ROV will further feature:
o All necessary preparation on the vehicle for connection of plugs
and cables provided by Ifremer
o All necessary inspection for Ifremer Safety Committee requirements
o Safety line on main umbilical with buoys to keep umbilical on
surface in case of umbilical surface breaking
o ROV junction box preparation
o ROV connector preparation
o ROV cage telemetry can and winch J box
o Modulator and demodulator for video transmission 2 channels
o Multiplex and demultiplex for audio (1 channel full duplex)
- Weather limitations
For the ROV services and recovery
o Maximum wind 25 to 30 knots
o Maximum wave or swell height: 1.5 to 2.5 m
o Maximum current: 1 knot
For the vessel during recovery of the Big Piece:
o Maximum wind: 15 to 20 knots
o Maximum waves or swell: 1 m
39. Scope of work and services
a) All preparation of the equipment (Vessel and ROV), including RMS
Titanic's equipment will be performed in Bayonne (France)
b) Xxxxxx's scope of work:
- Before departure from Bayonne:
o Preparation of all procedure in accordance with IFREMER's
specifications for Big Piece recovery
o Coordination and clarification meeting for the assessment of the
operation(s) and agreement of procedure
o Preparation of the vessel in Bayonne in accordance with procedure
o Fitting out IFREMER's sheave and testing "A" frame
o Supply of equipment in accordance with procedure
- On Titanic wreck location
o Meals and lodging for passengers (Except extra drinks/snacks at
Bar)
o Surface recovery of the Big Piece when buoys on surface, in
accordance with procedure (Connecting towline, lifting, recovering
and storing on deck)
o Support vessel for ROV operations
o Calling at Boston for Big Piece unloading (Call expenses for
Charterers' account, Ship Agent to he appointed by Charterers
minimum one week prior to the call, see clause 8)
8
PART II (Continued)
Uniform Time Charter Party for Offshore Service Vessels
Additional clauses (Special provisions)
c) ROV "Abyssub"'s scope of work
- Before departure from Bayonne:
o Preparation of all procedure in accordance with IFREMER's
specifications for Big Piece recovery
o Preparation of all procedure in accordance with IFREMER's
specifications for "Live Show" broadcasting
o Coordination and clarification meeting for the assessment of the
operation(s) and agreement of procedure
o Preparation of the ROV in Bayonne in accordance with procedure
o Supply of equipment for transmission in accordance with procedure
o Refurbishment of the umbilical winch in accordance with IFREMER's
requirement
o Inspection of the umbilical at full length
- On Titanic wreck location
o ROV services based on 12/24 hours services
40. Financial conditions (In addition to clause 10)
a) Schedule of instalments:
- USD 50 000.00 paid by Bank transfer the 11th of May 1998 for vessel/ROV
reservation
- 25 per cent of Lumpsum Charter paid by Bank transfer not later than 31st
May 1998, less USD 50 000.00
- 25 per cent of Lumpsum Charter paid by Bank transfer not later than 30th
June 1998
- 25 per cent of Lumpsum Charter paid by Bank transfer prior to Xxxxxx's
departure from Bayonne around 29th July
- 25 per cent of Lumpsum Charter and 100 per cent of the extension hire
(If any) and additional expenses paid by Bank transfer prior to unloading
the Big Piece in Boston
b) If Charterers or their Clients use the Vessel's communication set, all
communication costs will be charged "ad cost" plus 10 per cent.
c) Any snacks, drinks and refreshments ordered out of meal time are not
included in the Lumpsum Hire and will be paid cash on board
d) The maximum extension period is of 5 x 1 day at Charterer's option. In
any event, the vessel will be redelivered at Boston (dropping outward
pilot), not later than the 27th August 1998 at 15:00 LT. Failing this, the
Owners would be entitled to claim for indemnities charged to Owners by the
current Term Charterers (French Navy) for late delivery of the Vessel at
Bayonne.
41. Miscellaneous
a) - Filming sequence clearance will be submitted to Master of the vessel
every evening for the next day
- Owners will have right to make use of Big Piece recovery pictures and
of agreed selected pictures of the diving campaign for their own
advertisement purpose, subject to the approval in writing of RMS Titanic,
Inc. Owners, including crew, shall have no other rights to photography,
film or videotape of the expedition.
b) All logos and names appearing on the vessel and equipment will remain
as they are and where they are
Part II of the C/P ends at clause No. 41 (b)
C/P LAI-TVO/RMS TITANIC98
9
ANNEX "A"
"SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels
C/P "LAI-TVO / RMS TITANIC98" Dated 25th May 1998
10
[LETTERHEAD OF TRAVOCEAN]
ABYSSUB 5000
1 GENERAL
The Abyssub system combines the reliability of the most successful
ROV design. (the Abyssub series of International Submarine
Engineering) with the latest advancements in deep sea technology.
The result is a compact, powerful, cage deployed work vehicle,
capable of diving to an operating depth of 4000 meters (13120
feet) The system is fully integrated on board vessel Abeille
Supporter with station keeping capability and includes the
following elements which make it a fully integrated unit:
- The Vehicle
- The subs deployment cage
- The electro optic cable on its Winch
- The heave compensated deployment frame and its power pack
- The control room with the surface consoles and power box
- The 20' workshop container
As of January 1998, the Abyssub has logged over 400 Dives between
13,000 and 30 feet
2 SYSTEM PERFORMANCES AND CAPABILITIES
2.1 Capabilities
The Abyssub can be geared up to perform any of the following tasks using
either permanently installed accessories or optional tolls equipments:
- Visual inspection
Colour video
Close up inspection
High sensivity video
- Manipulative tasks
Dual arms manipulator
wire rope cutting
grinding / mechanical cutting
hydraulic connector operation
lift line attachment
- Instrumented survey
Sonar inspection
Tracking
- Special application
water jetting, light dredging / deburying
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2.2 Performance
- Maximum operating depth: 4000 m
Time required to deploy vehicle to 4000 m: 3h
Time required to recover vehicle to surface: 3h
Diving time: unlimited
- Static thrust of vehicle:
Forward : 270 Kg
Lateral : 135 Kg
Vertical (Down) : 64 Kg
- Speed of Vehicle:
Forward : 2.4 Knots
Lateral : over 1 Knot
Vertical (Down) : 1.1 Knots
Rotation : 38 Degrees / second
- Ballast / Payload : 80 Kg
3 SPECIFICATIONS
3.1 Vehicle
The vehicle itself is among the most powerful deep water ROV on the
market; its main characteristics are:
- Electro hydraulic power: 40 HP
(Fully redundant power system)
- Dimensions : 2083 mm long x 1714 mm high x 1219 mm wide
- Weight in air : 1682 Kg
- Ballast : 105 Kg of lead
- Camera pan and tilt: 1 low light S.I.T ( Black and white)
: 1 CCD colour video
- Lights : 6 x 250 Watt
- One 7 functions manipulator : maximum reach : 1.4 m
: lift at full reach : 75 Kgs
: wrist torque : 1.35 m Kg
: gripper force : 110 Kg
- One 5 functions manipulator : maximum reach : 1.3 m
: lift at full reach : 90 Kgs
: torque at jaw : 2.7 m
- One search and navigation sonar Mesotech 971
- Navigation : Auto depth, auto heading
- Structure : Aluminium and Titanium
3.2 Subsea Deployment Cage
During ascent and descent, the vehicle is docked into a side entry cage.
At operating depth, a powered drum feeds the tether out when the vehicle
exits the cage. The cage has the following characteristics:
- Weight in air : 2500 kg
- Hydraulic power : 10 Hp
- Camera : One B&W video on pan and tilt unit
- Lights : 2 x 250 xxxxx
- Tether : 130 m of Kevlar tether
- Structure : Aluminium and Titanium
- Guiding and securing system
- Tether length counter
- Depth sensor
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3.3 Main Lift Umbilical Cable
A strong, armoured umbilical cable links the cage to the surface winch.
All signals are transmitted on fibber optics whilst power is on high
voltage electric conductors.
- Length: 4500 m
- External diameter : 31 mm
- Composition : Electro-optic fiber core with steel
armouring
- Minimum breaking strength : 55,000 Kg
- Weight in air : 3.36 Kg / m
3.4 Surface handling Frame
The vehicle and cage are deployed from the vessel's deck over board by a
hydraulically operated A frame:
- Maximum height of frame : 7.0 m
- Horizontal out-reach : 3.4 m
(Cable line to base frame side)
- Base frame dimensions : 0.Xx wide x 5.8m long
- Powered by its own electro hydraulic power unit: variable flow,
34 Hp
- Weight : 14 T
- Hydro pneumatic passive heave compensator: compensation range
of 4 m with adjustable stiffness
3.5 Umbilical Winch
The winch employed for the system is a electro hydraulically
powered.
Characteristics of the winch are:
- Overall dimension : 4500 long x 3000 mm high x 2600 mm wide
- Weight of the winch : 14000 Kg
- Weight of the winch and cable : 28000 Kg
- Power required:158 KW, 325 Amps, 440 V, 60 Hz, 3 phases
- Pull and Speed : 20 Tonnes at speed variable from 0 to 30
meters/minute
- Cable monitoring features: Continuous load measurement, line
speed and line payout measurements with alarms setting.
- Fail safe brakes
- Storage capacity : 6000 m of cable
- High voltage transformer box fitted on the winch frame
- Slip Ring
- Winch Junction box
3.6 Surface Controls
The Abyssub vehicle is controlled from a dual surface console which
gathers the navigation and manipulator joysticks and all operator
switches and display panels.
The control system is based on a microprocessor aided PCM telemetry with
video display on the console of all systems parameters.
Videos from the various cameras can be channelled to any of the monitors
of the console and recorded.
The self test mode incorporates many features which make it possible to
conduct a full electronic survey of the submersible's operations.
Console dimensions (each) : 690mm deep x 1320 mm high x 560mm wide
All surface electronics are integrated into a control room.
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3.7 [illegible]
The Abyssub is designed to be a versatile heavy work vehicle capable of
operating a wide range of standard hydraulic tools.
A hydraulic intensifier can be installed in the frame enabling the use of
guillotine type 38mm cable cutter
Other tools that can be fitted at the end of the manipulators include:
- Hydraulic grinders with cutting disk
- Hydraulic rotative brush
- Large gripper
- Purpose built hydraulic tools for specific applications.
The system features a fully equipped workshop 20' container with ample
stock of spares and tools.
3.8 Options
The Abyssub can be easily fitted with extra equipment to suit client's
specific requirements. Hereafter are a few examples of additional
equipment that can be integrated or interfaced on the system:
- Additional surface video monitors
- Sample basket
- Video camera
Please find hereafter additional technical specification.
1/ MAIN UMBILICAL (Surface to Cage) Optical Fiber Qty: 7
1 for Telemetry and Sonar Down
1 for Telemetry and Sonar Up
1 for Video camera Cage 1 video camera
ROV 2 video camera
4 Spare
The 7 optical fibers in the umbilical are 8.3 / 125 graded index (SINGLEMODE)
type.
This type of fiber is used because of the low attenuation of less than 0.7 db
per Km at 1300 nm and less than 0.6 db per km at 1550 nm.
The 1218 lasers, which are required to transmit through the single mode fiber,
operate at l300nm.
2/ CAGE 1 Video camera OSPREY OE 1353 CCD MONOCHROME (see specification)
fitted on small hydraulic Pan and Tilt
2 Light 250 watt each halogen
3/ TETHER umbilical between XXXX and ABYSSUB
Length 130 meter 11 Power conductor
3 Twisted pair
3 coax
7 low-voltage conductors
Note: 2 Coax 75 Ohm and 1 twisted pair could be available
4/ VEHICLE
4-1 Payload 80 kgs maximum
4-2 Telemetry Half duplex system
4-3 Electrical power 460 VAC, 3 phase, 60 Hz
4-4 Video Camera OSPREY 0E1323 Silicon Intensifier Target
(see specification)
Video Camera OSPREY OE 1361 CCD Colour camera NTSC
(see specification)
These two camera are fitted on the same hydraulic Pan and Tilt.
4-5 Sonar MESOTECH 371
4-6 Manipulator arm 7 function Lift capacity at full extension 60 kg
5 function Lift capacity at full extension 80 kg
4-7 Light 6 x 250 watt Halogen
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ANNEX "B"
"SUPPLYTIME 89" Uniform Time Charter Party for Offshore Service Vessels
C/P "LAI-TVO / RMS TITANIC98" Dated 25th May 1998
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ANNEX "B" to Uniform Time Charter for Offshore Service Vessels [SEAL]
Code Name: "SUPPLYTIME 89" - dated 25 May 98
--------------------------------------------------------------------------------
AGREEMENT FOR MUTUAL INDEMNITY AND WAIVER OF RECOURSE
(Optional, only applicable if stated in Box 28 In PART I)
This Agreement is made between the Owners and the charterers and is premised on
the following
(a) The Charterers and the Owners have entered into a contract or agreement
dated as above regarding the performance of work or service in connection
with the Charterers' operations off-shore ("Operations");
(b) The Charterers and the Owners have entered into, or shall enter into,
contracts or agreements with other contractors for the performance of
work or service in connection with the Operations;
(c) Certain of such other contractors have signed, or may sign, counterparts
of this Agreement or substantially similar agreements relating to the
Operations ("Signatory" or collectively "Signatories"); and
(d) The Signatories wish to modify their relationship at common law and avoid
entirely disputes as to their liabilities for damage or injuries to their
respective property or employees;
In consideration of the premises and of execution of reciprocal covenants by the
other Signatories, the Owners agree that:
1. The Owners shall hold harmless, defend, indemnify and waive all rights of
recourse against the other Signatories and their respective subsidiary
and affiliate companies, employees, directors, officers, servants,
agents, invitees, vessel(s), and insurers, from and against any and all
claims, demands, liabilities or causes of action of every kind and
character. In favour of any person or party, for injury to, illness or
death of any employee of or for damage to or loss of property owned by
the Owners (or in possession of the Owners by virtue of an arrangement
made with an entity which is not a Signatory) which injury, illness,
death, damage or loss arises out of the Operations, and regardless of the
cause of such injury, illness, death, damage or loss even though caused
in whole or in part by a pre-existing defect, the negligence, strict
liability or other legal fault of other Signatories.
2. The Owners (including the Vessel) shall have no liability whatsoever for
injury, illness or death of any employee of another Signatory under the
Owners' direction by virtue of an arrangement made with such other
Signatory, or for damage to or loss of property of another Signatory in
the Owners' possession by virtue of an arrangement made with such other
Signatory. In no event shall the Owners (including the vessel) be liable
to another Signatory for any consequential damages whatsoever arising out
of or in connection with the performance or non-performance of this
Agreement, including, but not limited to, loss of use, loss of profits,
shut-in or loss of production and cost of insurance.
3. The Owners undertake to obtain from their insurers a waiver of rights of
subrogation against all other Signatories in accordance with the
provisions of this Agreement governing the mutual liability of the
Signatories with regard to the Operations.
4. The Owners shall attempt to have those of their sub-contractors which are
involved in the Operations become Signatories and shall promptly furnish
the Charterers with an original counterpart of this Agreement or of a
substantially similar agreement executed by its subcontractors.
5. Nothing contained in this Agreement shall be construed or held to deprive
the Owners, or the Charterers, or any other Signatory as against any
person or party, including as against each other, of any right to claim
limitation of liability provided by any applicable law, statute, or
convention, save that nothing in this Agreement shall create, any right
to limit liability. Where the Owners or the Charterers or any other
Signatory may seek an indemnity under the provisions of this Agreement as
against each other in respect of a claim brought by a third party, the
Owners or the Charterers or any other Signatory shall seek to limit their
liability against such third party.
6. The Charterers shall provide the Owners with a copy of every counterpart
of this Agreement or substantially similar agreement which is executed by
another Signatory pertaining to the Operations, and shall, in signing
this, and in every counterpart of this Agreement, be deemed to be acting
as agent or trustee for the benefit of all Signatories.
7. This Agreement shall inure to the benefit of and become binding on the
Owners as to any other Signatories on the later of the date of execution
by the Owners and the date of execution of a counterpart of this
Agreement or a substantially similar agreement by such other Signatory
pertaining to the Operations.
8. Any contractor, consultant sub-contractor, etc., performing work or
service for the Charterers or another Signatory in connection with the
Operations which has not entered into a formal contract for the
performance of such work or service may nevertheless become a Signatory
by signing a counterpart of this Agreement or a substantially similar
agreement which shall govern, as to the subject of this Agreement, the
relationship between such new Signatory and the other Signatories and
also by extension its relations with the Charterers.
9. This Agreement may be executed in any number of counterparts or
substantially similar agreements as necessary but all such counterparts
shall together constitute one legal instrument.
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ANNEX "B" to Uniform Time Charter Party for Offshore Service Vessels [SEAL]
Code Name: "SUPPLYTIME 89" - dated 25th May 98
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INSURANCE
Insurance policies (as applicable) to be procured and maintained by the Owners
under Clause 14:
(1) Marine Hull Insurance. -- Hull and Machinery Insurance shall be provided
with limits equal to those normally carried by the Owners for the Vessel.
(2) Protection and Indemnity (Marine Liability) Insurance. -- Protection and
indemnity or Marine Liability insurance shall be provided for the Vessel
with a limit equal to the value under paragraph 1 above or U.S. $5
million, whichever is greater, and shall include but not be limited to
coverage for crew liability, third pasty bodily injury and property
damage liability, including collision liability, lowers liability (unless
carried elsewhere).
(6) Such other insurances as may be agreed.
