EX-10.11 3 d701161dex1011.htm EX-10.11
Exhibit 10.11
1. Date of Agreement 23 April 2014 2. Owners (name, place of registered office and law of registry) (CI.1) Name SRV Joint Gas Two Ltd Place of registered office ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Law of registry Cayman Islands 4. Day and year of commencement of Agreement (Cl. 2) Upon delivery of the vessel from Samsung Heavy Industries Co. Ltd. 5. Crew Management (state “yes” or “no” as agreed) (Cl. 3.1) YES 7. Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3) NO 9. Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5) YES 11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7) YES 13. Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) NO 15. Annual Management Fee (state annual amount) (Cl. 8.1) USD 650 000 (2013) + annual adjustments according to Amendment 3 to the Timecharter Party dated 20 March 2007 between SRV Joint Gas Two Ltd. and GDF SUEZ LNG Supply SA 17. Day and year of termination of Agreement (Cl. 17) As per Clause 17 19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) SRV Joint Gas Two Ltd ▇/▇ ▇▇▇▇▇ ▇▇▇ AS ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇ Fax: ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇ THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “▇▇▇▇▇▇▇ 98” Part I 3. Managers (name, place of registered office and law of registry) (Cl. 1) Name Hoegh LNG Fleet Management AS Place of registered office ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Law of registry Norway 6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2) YES 8. Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) NO 10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) NO 12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) NO 14. Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) 6.3 (ii) 16. Severance Costs (state maximum amount) (Cl. 8.4(ii)) N.A. 18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) LondonEnglish Law as per cl 19.1. 20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) Hoegh LNG Fleet Management AS ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇.▇.▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇ Fax: ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇ Approved by the Documentary Committee of The Printed by BlMCO’s idea Japan Shipping Exchange Inc., Tokyo Approved by the International Ship Managers’ Association (ISMA) This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PARTI and Annexes “A”, “B”, “D” and “D” shall prevail over those of PART II to the extent of such conflict but no further.. Signature(s) (Owners) Signature(s) (Managers) SRV Joint Gas Two Ltd. Hoegh LNG Fleet Management AS Rune Karlsen PalGunnulfsen by Power of Attorney Senior Vice President, Head of Fleet management SRV Joing Gas Two Ltd. Hoegh LNG Fleet Management as This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “▇▇▇▇▇▇▇ 98” Date of Agreement: April 2014 Name of Vessel(s): GDF SUEZ Cape ▇▇▇ Particulars of Vessel(s): Vessel Type: Shuttle and Regasification Vessel (SRV)/Liquified Natural Gas Tanker Cargo Capacity: 145,037.4 cbm LOA: 283.06 m Breadth Moulded: 43.4 m Design Draft: 11.4 m Gross Tonnage: 96153 ton Summer Deadweight: 80986 mt Classification Society: DNV Cargo Containment: ▇▇▇▇ III reinforced membrane tanks Engine: Wartsila Industries Diesel Generator Engine (12L50DF*3 + 6L50DF * 1) IMO Number: 9390680 Printed by BIMCO’s idea This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
ANNEX “B” (DETAILS OF CREW) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “▇▇▇▇▇▇▇ 98” Date of Agreement: April 2014 Details of Crew: The Vessel will be crewed by a complement of 27 qualified crew under nomal trading conditions. The number of officers may vary from time to time but the basis is 13 officers of mixed nationalities. Numbers Rank Nationality This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
ANNEX “C” (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “▇▇▇▇▇▇▇ 98”
Date of Agreement:
April 2014
Managers’ Budget for the first year with effect from the Commencement Date of this Agreement:
As attached
Printed by BIMCO’s idea
This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
ppThis document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to
the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or
expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
PART II “▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement
1.Definitions 1 In this Agreement save where the context otherwise requires, 2
the following words and expressions shall have the meanings 3 hereby assigned to them. 4
“Owners” means the party identified in Box 2. 5 “Managers” means the party identified in Box 3. 6
“Vessel” means the vessel or vessels details of which are set 7
out in Annex “A” attached hereto. 8
“Crew” means the Master and the officers as provided by the 9
Manager to the Vessel at any time and ratings of the numbers, rank and nationality as per the Manager’s at any time current 10
crewing procedures and manuals,
“Crew Support Costs” means all expenses of a general nature 11
which are not particularly referable to any individual vessel for 12
the time being managed by the Managers and which are incurred 13
by the Managers for the purpose of providing an efficient and 14
economic management service and, without prejudice to the 15
generality of the foregoing, shall include the cost of crew standby 16
pay, training schemes for officers and ratings, cadet training 17
schemes, sick pay, study pay, recruitment and interviews. 18
“Severance Costs” means the costs which the employers are 19
legally obliged to pay to or in respect of the Crew as a result of 20
the early termination of any employment contract for service on 21
the Vessel. 22
“Crew Insurances” means insurances against crew risks which 23
shall include but not be limited to death, sickness, repatriation, 24
injury, shipwreck unemployment indemnity and loss of personal 25
effects.26
“Management Services” means the services specified in sub- 27
clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12. 28
“ISM Code” means the International Management Code for the 29
Safe Operation of Ships and for Pollution Prevention as adopted 30
by the International Maritime Organization (IMO) by resolution 31
A.741 (18) or any subsequent amendment thereto. 32
“STCW 95” means the International Convention on Standards 33
of Training, Certification and Watchkeeping for Seafarers, 1978, 34
as amended in 1995 or any subsequent amendment thereto. 35
2. Appointment of Managers 36
With effect from the day and year stated in Box 4 and continuing 37
unless and until terminated as provided herein, the Owners 38
hereby appoint the Managers and the Managers hereby agree 39
to act as the Managers of the ▇▇▇▇▇▇. ▇▇
▇. Basis of Agreement 41
Subject to the terms and conditions herein provided, during the 42
period of this Agreement, the Managers shall carry out 43
Management Services in respect of the Vessel as agents for 44
and on behalf of the Owners. The Managers shall have authority 45
to take such actions as they may from time to time in their absolute 46
discretion consider to be necessary to enable them to perform 47
this Agreement in accordance with sound ship management 48
practice. 49
3.1 Crew Management 50
(only applicable if agreed according to Box 5) 51
The Managers shall provide suitably qualified Crew for the Vessel 52
as required by the Owners in accordance with the STCW 95 53
requirements, provision of which includes but is not limited to 54
the following functions: 55
(i) selecting and engaging the Vessel’s Crew, including payroll 56
arrangements, pension administration, and insurances for 57
the Crew other than those mentioned in Clause 6; 58
(ii) ensuring that the applicable requirements of the law of the 59
flag of the Vessel are satisfied in respect of ▇▇▇▇▇▇▇ levels,60
rank, qualification and certification of the Crew and 61
employment regulations including Crew’s tax, social 62
insurance, discipline and other requirements; 63
(iii) ensuring that all members of the Crew have passed a medical 64
examination with a qualified doctor certifying that they are fit 65
for the duties for which they are engaged and are in possession 66
of valid medical certificates issued in accordance with 67
appropriate flag State requirements. In the absence of 68
(iv) applicable flag State requirements the medical certificate shall 69
be dated not more than three months prior to the respective70
Crew members leaving their country of domicile and 71
maintained for the duration of their service on board the Vessel; 72
(v) ensuring that the Crew shall have a command of the English 73
language of a sufficient standard to enable them to perform 74 their duties safely; 75
(vi) arranging transportation of the Crew, including repatriation; 76
(vii) training of the Crew and supervising their efficiency; 77
(viii) conducting union negotiations; 78
(ix) operating the Managers’ drug and alcohol policy unless 79
otherwise agreed. 80
3.2 Technical Management 81
(only applicable if agreed according to Box 6) 82
The Managers shall provide technical management which 83
includes, but is not limited to, the following functions: 84
| (i) |
| provision of competent personnel to supervise the 85 |
| maintenance |
| and general efficiency of the Vessel; 86 |
| (ii) |
| arrangement and supervision of dry dockings, repairs, 87 |
alterations and the upkeep of the Vessel to the standards 88
required by the Owners provided that the Managers shall 89
be entitled to incur the necessary expenditure to ensure 90
that the Vessel will comply with the law of the flag of the 91
Vessel and of the places where she trades, and all 92
requirements and recommendations of the classification 93
society; 94
(iii) arrangement of the supply of necessary stores, spares and 95
lubricating oil; 96
(iv) appointment of surveyors and technical consultants as the 97
Managers may consider from time to time to be necessary; 98
(v) development, implementation and maintenance of a Safety 99
Management System (SMS) in accordance with the ISM 100
Code (see sub-clauses 4,2 and 5.3). 101 This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
PART II “▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement 3.5 Accounting Services (only applicable if agreed according to Box 9 ) The Managers shall: (i) establish an accounting system which meets the requirements of the Owners and provide regular accounting services, supply regular reports and records, (ii) maintain the records of all costs and expenditure incurred as well as data necessary or proper for the settlement of accounts between the parties. 3. 7 Provisions (only applicable if agreed according to Box 11) The Managers shall arrange for the supply of provisions. 4. Managers’ Obligations 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. 5. Owners’ Obligations 5.1 The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement. 5.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall: (i) procure that all officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; (ii) instruct such officers and ratings to obey all reasonable orders of the Managers in connection with the operation of the Managers’ safety management system. 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191
6. Insurance Policies The Owners shall procure, that throughout the period of this Agreement: 6.1 at the Owners’ expense, the Vessel is insured for not less than her sound market value or entered for her full gross tonnage, as the case may be for: (i) usual hull and machinery marine risks (including crew negligence) and excess liabilities; (ii) protection and indemnity risks (including pollution risks and Crew Insurances); and (iii) war risks (including protection and indemnity and crew risks) in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with first class insurance companies, underwriters or associations (“the Owners’ Insurances”); 6.2 all premiums and calls on the Owners’ Insurances are paid promptly by their due date, 6.3 the Owners’ Insurances name the Managers and, subject to underwriters’ agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in sub-clause 6.1: (ii) if reasonably obtainable, on terms such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Owners’ Insurances; or Indicate alternative (i), (ii) or (iii) in ▇▇▇ ▇▇. If Box 14 is left blank then (i) applies. 6.4 written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances. 7. Income Collected and Expenses Paid on Behalf of Owners 7.1 All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account. 7.2 All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause 7.1. but shall in any event remain payable by the Owners to the Managers on demand. 8. Management Fee 8.1 The Owners shall pay to the Managers for their services as Managers under this Agreement an annual management fee as stated in Box 15 which shall be payable by equal monthly instalments in advance, the first instalment being payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable every month. 8.2 The management fee shall be subject to an annual review on the anniversary date of the Agreement and the proposed fee shall be presented in the annual budget referred to in sub clause 9.1. 8.3 The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the generality of Clause 7 the Owners 256 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the Pre-Printed text of this document which is not clearly Visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
PART II “▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement shall reimburse the Managers for postage and communication 257 expenses, travelling expenses, and other out of pocket 258 expenses properly incurred by the Managers in pursuance of 259 the Management Services. 260 8.4 In the event of the appointment of the Managers being 261 terminated by the Owners or the Managers in accordance with 262 the provisions of Clauses 17 and 18 other than by reason of 263 default by the Managers, or if the Vessel is lost, sold or otherwise 264 disposed of, the “management fee” payable to the Managers 265 according to the provisions of sub-clause 8.1, shall continue to 266 be payable for a further period of three calendar months as 267 from the termination date. In addition, provided that the 268 Managers provide Crew for the Vessel in accordance with sub- 269 clause 3.1: 270 (i) the Owners shall continue to pay Crew Support Costs during 271 the said further period of three calendar months and 272 (ii) the Owners shall pay an equitable proportion of any 273 Severance Costs which may materialize, not exceeding 274 the amount stated in Box 16. 275 8.5 If the Owners decide to lay-up the Vessel whilst this 276 Agreement remains in force and such lay-up lasts for more 277 than three months, an appropriate reduction of the management 278 fee for the period exceeding three months until one month 279 before the Vessel is again put into service shall be mutually 280 agreed between the parties. 281 8.6 Unless otherwise agreed in writing all discounts and 282 commissions obtained by the Managers in the course of the 283 management of the Vessel shall be credited to the Owners. 284 9. Budgets and Management of Funds 285 9.1 The Managers shall present to the Owners annually a 286 budget for the following calendar year in such form 287 as the Owners require. The budget for the first year hereof is set out 288 in Annex “C” hereto. 289 The Management Fee, while also included in the Hire Rate, shall not be adjusted on a cost-pass-through basis during the Non Pass-through Period but shall be adjusted in accordance with paragraph 2.2 (b) in Schedule III in the Time Charterparty between Owner and Charterer as amended in Amendment no. 3. Subsequent annual budgets shall be prepared by the Managers and submitted to the Owners not 290 less than three months before commencement of the budget year 291 9.2 The Owners shall indicate to the Managers their acceptance 293 and approval of the annual budget within one month of 294 presentation and in the absence of any such indication the 295 Managers shall be entitled to assume that the Owners have 296 accepted the proposed budget. 297 9.3 Following the agreement of the budget, the Managers shall 298 prepare and present to the Owners their estimate of the working 299 capital requirement of the Vessel and the Managers shall each 300 month up-date this estimate. Based thereon, the Managers shall 301 each month request the Owners in writing for the funds required 302 to run the Vessel for the ensuing month, including the payment 303 of any occasional or extraordinary item of expenditure, such as 304 emergency repair costs, additional insurance premiums, bunkers 305 or provisions. Such funds shall be received by the Managers 306 within ten running days after the receipt by the Owners of the 307 Managers’ written request and shall be held to the credit of the 308 Owners in a separate bank account. 309 9.4 The Managers shall produce a comparison between 310 budgeted and actual income and expenditure of the Vessel in 311 such form as required by the Owners monthly or at such other 312 intervals as mutually agreed. 313 9.5 Notwithstanding anything contained herein to the contrary, 314 the Managers shall in no circumstances be required to use or 315 commit their own funds to finance the provision of the 316 Management Services. 317 10. Managers’ Right to Sub-Contract 318 The Managers shall not have the right to sub-contract any of 319 their obligations hereunder, including those mentioned in sub- 320 clause 3.1, without the prior written consent of the Owners which 321 shall not be unreasonably withheld. In the event of such a sub- 322 contract the Managers shall remain fully liable for the due 323 performance of their obligations under this Agreement. 324 11. Responsibilities 325 11.1 Force Majeure - Neither the Owners nor the Managers 326 shall be under any liability for any failure to perform any of their 327 obligations hereunder by reason of any cause whatsoever of 328 any nature or kind beyond their reasonable control. 329 11.2 Liability to Owners - (i) Without prejudice to sub-clause 330 11.1, the Managers shall be under no liability whatsoever to the 331 Owners for any loss, damage, delay or expense of whatsoever 332 nature, whether direct or indirect, (including but not limited to 333 loss of profit arising out of or in connection with detention of or 334 delay to the Vessel) and howsoever arising in the course of 335 performance of the Management Services UNLESS same is 336 proved to have resulted solely from the negligence, gross 337 negligence or wilful default of the Managers or their employees, 338 or agents or sub-contractors employed by them in connection 339 with the Vessel, in which case (save where loss, damage, delay 340 or expense has resulted from the Managers’ personal act or 341 omission committed with the intent to cause same or recklessly 342 and with knowledge that such loss, damage, delay or expense 343 would probably result) the Managers’ liability for each incident 344 or series of incidents giving rise to a claim or claims shall never 345 exceed a total of ten times the annual management fee payable 346 hereunder. 347 (ii) Notwithstanding anything that may appear to the contrary in 348 this Agreement, the Managers shall not be liable for any of the 349 actions of the Crew, even if such actions are negligent, grossly 350 negligent or wilful, except only to the extent that they are shown 351 to have resulted from a failure by the Managers to discharge 352 their obligations under sub-clause 3.1, in which case their liability 353 shall be limited in accordance with the terms of this Clause 11. 354 11.3 Indemnity - Except to the extent and solely for the amount 355 therein set out that the Managers would be liable under sub- 356 clause 11.2, the Owners hereby undertake to keep the Managers 357 and their employees, agents and sub-contractors indemnified 358 and to hold them harmless against all actions, proceedings, 359 claims, demands or liabilities whatsoever or howsoever arising 360 which may be brought against them or incurred or suffered by 361 them arising out of or in connection with the performance of the 362 Agreement, and against and in respect of all costs, losses, 363 damages and expenses (including legal costs and expenses on 364 a full indemnity basis) which the Managers may suffer or incur 365 (either directly or indirectly) in the course of the performance of 366 this Agreement. 367 11.4 “Himalaya” - It is hereby expressly agreed that no 368 employee or agent of the Managers (including every sub- 369 contractor from time to time employed by the Managers) shall in 370 any circumstances whatsoever be under any liability whatsoever 371 to the Owners for any loss, damage or delay of whatsoever kind 372 arising or resulting directly or indirectly from any act, neglect or 373 default on his part while acting in the course of or in connection 374 with his employment and, without prejudice to the generality of 375 the foregoing provisions in this Clause 11, every exemption, 376 limitation, condition and liberty herein contained and every right, 377 exemption from liability, defence and immunity of whatsoever 378 nature applicable to the Managers or to which the Managers are 379 entitled hereunder shall also be available and shall extend to 380 protect every such employee or agent of the Managers acting 381 as aforesaid and for the purpose of all the foregoing provisions 382 of this Clause 11 the Managers are or shall be deemed to be 383 acting as agent or trustee on behalf of and for the benefit of all 384 persons who are or might be their servants or agents from time 385 This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
PART II “▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement to time (including sub-contractors as aforesaid) and all such 386 persons shall to this extent be or be deemed to be parties to this 387 Agreement. 388 12. Documentation 389 Where the Managers are providing Technical Management in 390 accordance with sub-clause 3,2 and/or Crew Management in 391 accordance with sub-clause 3J, they shall make available, 392 upon Owners’ request, all documentation and records related 393 to the Safety Management System (SMS) and/or the Crew 394 which the Owners need in order to demonstrate compliance 395 with the ISM Code and STCW 95 or to defend a claim against 396 a third party. 397 13. General Administration 398 13.1 The Managers shall handle and settle all claims arising 399 out of the Management Services hereunder and keep the Owners 400 informed regarding any incident of which the Managers become 401 aware which gives or may give rise to claims or disputes involving 402 third parties. 403 13.2 The Managers shall, as instructed by the Owners, bring 404 or defend actions, suits or proceedings in connection with matters 405 entrusted to the Managers according to this Agreement. 406 13.3 The Managers shall also have power to obtain legal or 407 technical or other outside expert advice in relation to the handling 408 and settlement of claims and disputes or all other matters 409 affecting the interests of the Owners in respect of the Vessel. 410 13.4 The Owners shall arrange for the provision of any 411 necessary guarantee bond or other security. 412 13.5 Any costs reasonably incurred by the Managers in 413 carrying out their obligations according to Clause 13 shall be 414 reimbursed by the Owners. 415 14. Auditing 416 The Managers shall at all times maintain and keep true and 417 correct accounts and shall make the same available for inspection 418 and auditing by the Owners at such times as may be mutually 419 agreed. On the termination, for whatever reasons, of this 420 Agreement, the Managers shall release to the Owners, if so 421 requested, the originals where possible, or otherwise certified 422 copies, of all such accounts and all documents specifically relating 423 to the Vessel and her operation. 424 15. Inspection of Vessel 425 The Owners shall have the right at any time after giving 426 reasonable notice to the Managers to inspect the Vessel for any 427 reason they consider necessary. 428 16. Compliance with Laws and Regulations 429 The Managers will not do or permit to be done anything which 430 might cause any breach or infringement of the laws and 431 regulations of the Vessel’s flag, or of the places where she trades. 432 17. Duration of the Agreement 433 This Agreement shall come into effect on the day and year stated 434 in Box 4 and shall continue until the date stated in-Box-47-. 435 to the other notice in writing, in which event the Agreement shall 437 terminate upon the expiration of a period of two menths-ninety (90) 438 days from the date upon which such notice was given. 439 18. Termination 440 18.1 Owners’ default 441 (i) The Managers shall be entitled to terminate the Agreement 442 with immediate effect by notice in writing if any moneys 443 payable by the Owners under this Agreement and/or the 444 in Annex “BVshall not have been received in the Managers’ 446 nominated account within ten running days of receipt by 447 the Owners of the Managers written request or if the Vessel 448 is repossessed by the Mortgagees. 449 (ii)If the Owners: 450 (a) fail to meet their obligations under sub-clauses 5^2 451 and 5jS of this Agreement for any reason within their 452 control, or 453 (b) proceed with the employment of or continue to employ 454 the Vessel in the carriage of contraband, blockade 455 running, or in an unlawful trade, or on a voyage which 456 in the reasonable opinion of the Managers is unduly 457 hazardous or improper, 458 the Managers may give notice of the default to the Owners 459 requiring them to remedy it as soon as practically possible. 460 In the event that the Owners fail to remedy it within a 461 reasonable time to the satisfaction of the Managers, the 462 Managers shall be entitled to terminate the Agreement 463 with immediate effect by notice in writing. 464 ■\8.2Managers’ Default 465 If the Managers fail to meet their obligations under Clauses 3 466 and 4 of this Agreement for any reason within the control of the 467 Managers, the Owners may give notice to the Managers of the 468 default, requiring them to remedy it as soon as practically 469 possible. In the event that the Managers fail to remedy it within a 470 reasonable time to the satisfaction of the Owners, the Owners 471 shall be entitled to terminate the Agreement with immediate effect 472 by notice in writing. 473 18.3 Extraordinary Termination 474 This Agreement shall be deemed to be terminated in the case of 475 the sale of the Vessel or if the Vessel becomes a total loss or is 476 declared as a constructive or compromised or arranged total 477 loss or is requisitioned. 478 18.4For the purpose of sub-clause 18.3 hereof 479 (i) the date upon which the Vessel is to be treated as having 480 been sold or otherwise disposed of shall be the date on 481 which the Owners cease to be registered as Owners of 482 the Vessel; 483 (ii) the Vessel shall not be deemed to be lost unless either 484 she has become an actual total loss or agreement has 485 been reached with her underwriters in respect of her 486 constructive, compromised or arranged total loss or if such 487 agreement with her underwriters is not reached it is 488 adjudged by a competent tribunal that a constructive loss 489 of the Vessel has occurred. 490 18.5 This Agreement shall terminate forthwith in the event of 491 an order being made or resolution passed for the winding up, 492 dissolution, liquidation or bankruptcy of either party (otherwise 493 than for the purpose of reconstruction or amalgamation) or if a 494 receiver is appointed, or if it suspends payment, ceases to carry 495 on business or makes any special arrangement or composition 496 with its creditors. 497 18.6 The termination of this Agreement shall be without 498 prejudice to all rights accrued due between the parties prior to 499 the date of termination. 500 19. Law and Arbitration 501 19.1 This Agreement shall be governed by and construed in 502 accordance with English law and any dispute arising out of or 503 in connection with this Agreement shall be referred to arbitration 504 in London in accordance with the Arbitration ▇▇▇ ▇▇▇▇ or 505 any statutory modification or re-enactment thereof save to 506 the extent necessary to give effect to the provisions of this 507 Clause. 508 The arbitration shall be conducted in accordance with the 509 London Maritime Arbitrators Association (LMAA) Terms 510 current at the time when the arbitration proceedings are 511 commenced. 512 The reference shall be to three arbitrators. A party wishing 513 to refer a dispute to arbitration shall appoint its arbitrator 514 This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
PART II “▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 520 521 Note: 19.1, 19.2 and 19.3 are alternatives; indicate 522 alternative agreed in Box 18. 523 20. Notices 524 20.1 Any notice to be given by either party to the other 525 party shall be in writing and may be sent by fax, telex, 526 registered or recorded mail or by personal service followed by a 527 copy by e-mail. 528 20.2 The address of the Parties for service of such 529 communication shall be as stated in Boxes 19 and 20, 530 respectively. 533 531 21.BIMCO MLC Clause for ▇▇▇▇▇▇▇ 98 532 For the purposes of this Clause: “MLC” means the International Labour Organisation (ILO) Maritime 537 Labour Convention (MLC 2006) and any amendment thereto or 538 substitution thereof. 539 540 “Shipowner” shall mean the party named as “shipowner” on the 541 Maritime Labour Certificate for the Vessel. 542 (a) Subject to Clause 3 (Basis of Agreement), the Managers shall, to 543 the extent of their Management Services, assume the Shipowner’s 544 duties and responsibilities imposed by the MLC for the Vessel, on 545 behalf of the Shipowner. 546 547 (b) The Owners shall ensure compliance with the MLC in respect of 548 any crew members supplied by them or on their behalf. 549 (c) The Owners shall procure, whether by instructing the Managers 550 under Clause 6 (Insurance Policies) or otherwise, insurance cover or 551 financial security to satisfy the Shipowner’s financial security 552 obligations under the MLC. 553 554 555 This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre- printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document. 515 516 517 518 519 534 535 536