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TUG/BARGE TIME CHARTER
Curtin Maritime Corp., as “Owner,” and the City of Avalon (“Avalon”) and Garden State Fireworks (“Contractor”), jointly and severally as “Charterers,” agree as follows.
RECITALS
A. WHEREAS, the City of Avalon has engaged the Contractor above to perform fireworks on July 4th, 2026, with the fireworks intended to be launched from a barge while anchored offshore Avalon (the “Project”); and B. WHEREAS, City of Avalon would like to engage Owner to provide a Tug and Barge to support the Project, including the fireworks show and Contractor’s related operations and activities, as to which Contractor has also agreed; and
C. WHEREAS, Owner would like to be so engaged;
NOW, THEREFORE, for valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following terms and conditions.
TERMS AND CONDITIONS
1. BASIC AGREEMENT
Owner agrees to let, and Charterers agree to hire, a suitable Tug and Barge or supply boat, on a time charter basis, pursuant to the terms and conditions of this Agreement, to provide support for the Project, as described above. For purposes of this Agreement: the terms “Tug,” “Barge” and “Vessels” shall refer to the Tug and/or Barge provided by Owner; “Charterers’ Personnel” shall refer to any person aboard or to be aboard the Tug or Barge at a Charterer's request or for its purposes, other than Tug crewmembers employed by Owner, including without limitation any employee, invitee or guest of Contractor or Avalon; and “cargo” shall refer to all items of equipment, tools, accessories, gear and other property aboard or to be aboard the Tug or Barge at a Charterer's request or for its purposes, other than equipment owned (or leased) by Owner. Owner may substitute a reasonably comparable Vessel for one or both identified above upon written notice to Charterers.
2. SERVICES; DELIVERY AND REDELIVERY OF VESSELS
Owner shall deliver the Vessels for Charterers’ use hereunder at Long Beach, California, on/about July 3rd, 2026. At delivery the Barge cargo space shall be clean, free of debris and ready for use by Charterers. Charterers shall be entitled to place cargo aboard the Barge following delivery, subject always to its load line, capacity and certificate of inspection, if applicable, and always at the discretion of the Tug’s Master as to safety considerations.
On the day of the Project, the Tug shall tow the Barge to a location offshore Avalon, where it shall be anchored at a location nominated by Charterers. The Tug shall standby the Barge for the duration of the Project. After the fireworks show has been completed, the Tug shall tow the Barge back to the delivery location above, where any cargo shall be unloaded and the Vessels redelivered to Owner. Charterers shall return the Barge to Owner with its cargo space clean, free of debris and ready for subsequent use.
3. HIRE, CHARGES AND PAYMENT
a) Hire. Avalon shall pay hire to Owner in the lump sum amount of $60,000. The lump sum amount shall be paid upon execution of this agreement.
b) Fuel and Engine Lubricants. Fuel and engine lubricants for the Tug shall be deemed included within hire above, and for Owner’s account.
c) Breakdown. If a Vessel breaks down or otherwise becomes unable to perform, for reasons within Owner’s ability to control and not caused by Charterer, and should such breakdown or inability remain for a period of forty eight (48) continuous hours without Owner having provided a substitute or otherwise resumed performance, any daily rate hire or demurrage for the Vessel shall be suspended from the time such breakdown/inability first began until performance has been resumed. d) Fees, Charges and Taxes. Avalon shall be responsible for any fees, costs, charges and expenses relating to the services provided, including without limitation any customs, port, harbor entrance, dockage, wharfage, pilotage, assist towage, loading/ unloading and similar charges, costs or expenses. Any Barge fittings, gear and/or equipment lost or damaged as a result of the Project or Charterers’ activities shall be repaired or replaced at the expense of Charterer. Any taxes, other than taxes applicable to Owner by virtue of its receipt of hire, shall be Charterer's responsibility. To the extent Owner arranges and/or advances payment for any of the foregoing items which are allocated to Charterer, Owner does so as agent for Charterers and Charterers shall promptly reimburse Owner for the same.
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e) Invoice and Payment. Owner shall invoice Avalon for hire upon execution of this Agreement, and for other amounts when incurred. Payment is due twenty (20) days from date of invoice, in U.S. currency and without deduction or setoff. Sums which are due Owner but which have not been paid shall accrue interest at the rate of one percent (1%) per month from date due until paid in full.
4. OWNER'S WARRANTIES AND PERFORMANCE
a) Warranties. Owner shall use due diligence to deliver the Vessels in a seaworthy condition, equipped and manned sufficiently and with all documents and licenses required for their routine operation. Owner shall perform services with due dispatch, but makes no warranty as to speeds or arrival/departure times. Other than the foregoing, neither Owner nor either Vessel shall be held to any warranty whatsoever, express or implied, including any absolute or other warranty of seaworthiness, warranty of fitness or suitability for any purpose or use, or warranty of workmanlike service or performance. b) Exclusive Control. Owner shall man, navigate, victual, operate, repair and supply the Vessels and have exclusive control over the Vessels subject to Charterer's general directions as to the nature of services to be performed; the manner and means of performance shall at all times be left to the judgment, discretion, direction and control of Owner and Tug Master. Neither Owner nor Master nor crew shall be responsible for inspecting any cargo or other operations of Charterer, or the transfer of Charterers’ Personnel to/from a Vessel, nor shall any advice, recommendations or comments from Owner, Master or crew increase any responsibility of Owner under this Agreement. c) Liberties. Owner shall be at liberty to call at any port/place to replenish fuel, oil, stores or other necessaries and/or make repairs. Owner may deviate in attempt to save life or property at sea. Owner may select any route or speed believed reasonable under the circumstances. In the event of accident, danger, damage, disaster or other event occurring after departure on voyage which, in the opinion of Owner or Master, prevents or may prevent the safe completion of such voyage, the Vessels may call at any port/place and cause cargo to be discharged and/or stored ashore at Charterer's risk and expense. Owner and Master shall have the right to deny and/or remove any Charterers’ Personnel and/or cargo if they believe such may cause a risk of injury or damage to property. Any salvage award shall be for the benefit of Owner.
5. CHARTERERS’ WARRANTIES AND PERFORMANCE
a) Warranties. Charterers warrant that the loading, stowing, use and discharge of the cargo, Project, launching of fireworks from the Barge, and the other operations and activities of Charterers and Charterers’ Personnel aboard or respecting the Vessels or either of them shall be conducted without causing any loss, damage or liability to the Vessel, including loss, damage or liability arising later but as a result of such operations or activities of Charterers or Charterers’ Personnel. b) Vessel Inspection. Charterers shall be responsible, at its expense, for inspecting the Vessels before delivery to determine suitability and fitness for the intended services, with Charterers to note any concerns in writing to Owner prior to loading any cargo. Owner shall cooperate with the inspection. Upon Charterer's acceptance of the Vessel, commencement of loading, or the embarking of any Charterers’ Personnel, whichever shall first occur, Charterers shall be deemed to have inspected and accepted the Vessels.
c) Lawful Carriage; No Hazardous Cargoes. Charterers shall not request the Vessels be employed in any unlawful carriage or trade whatsoever, and Charterers shall not provide any unlawful cargo nor cargo the carriage of which would violate any applicable law or regulation. Charterers shall not tender cargo of a hazardous or dangerous nature without the advance written consent of Owner.
d) Charterers’ Project. Charterers shall be responsible for the loading, stowage, trimming, securing, lashing, unlashing and discharging of all cargo, and for the embarking and disembarking of all Charterers’ Personnel, and whether Vessel to Vessel or Vessel to shore, with all such operations and activities to be performed at Charterers’ risk and expense, under Charterers’ supervision, direction and control, and subject to Charterers’ final approval, in each instance. All cargo shall be packaged, stowed, secured and lashed sufficiently to withstand the hazards of ocean transportation, including on-deck transportation and exposure to moisture, humidity, heat, rolling, pitching and similar vessel movements. Charterers may at their expense provide a marine surveyor to inspect the cargo loading.
e) Charterers’ Personnel. Charterers shall not allow Charterers’ Personnel to participate in any dangerous or illegal activities whatsoever aboard either Vessel. Charterers’ Personnel shall not be or ride aboard the Barge while in transit or be quartered aboard the Barge. Charterers’ Personnel shall observe the requests of the Tug Master absolutely, and shall not participate in or interfere with the operation or navigation of the Tug or Barge. Charterers’ Personnel shall not at any time be deemed crewmembers of the Vessels or employees of Owner.
f) Cargo Documents. Charterers shall be responsible for all manifests, stowage plans, receipts, invoices, bills of lading and other documentation relating to its cargo and/or the transportation thereof. Charterers shall be responsible for dealing with the shippers, consignees and owners of its cargo as well as with any other person or entity having an interest in, or making claim to, through or with respect to its cargo.
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6. INSURANCE REQUIREMENTS
a) Owner. Owner shall procure and maintain the following insurances on each of the Vessels, at its expense including premiums, deductibles and all other policy related charges:
1) hull and machinery insurance pursuant to Pacific Coast Tug/Barge Form (1979), or equivalent, to its full value; 2) protection & indemnity insurance pursuant to Form SP-23 (Revised 1/56), or a standard P&I club entry, with limits of at least $5,000,000 per occurrence; and
3) pollution/environmental liability insurance, as required by applicable state and federal laws. b) Charterers. Charterers shall procure and maintain the following insurances, at their expense including premiums, deductibles and all other policy related charges:
1) ‘all-risk’ property/cargo insurance on any cargo to be aboard the Barge (as defined above), to full delivered value(s) plus freight and insurance;
2) commercial general liability insurance specifically including contractual liability insurance for Charterers’ indemnity obligations under this Agreement, with any watercraft exclusion deleted and limits of at least $5,000,000 per occurrence;
3) charterers legal liability insurance with respect to this Agreement, by endorsement to the policy above or separate policy, with minimum limits of $2,000,000 per occurrence; and 4) workers compensation and employers liability insurance on Charterers’ Personnel, with coverage under the Longshore Act and Outer Continental Shelf Act (if applicable), statutory limits for workers compensation and minimum limits of $1,000,000 for employers liability.
c) Insuring Conditions.
1) All insurance policies required of Owner at a) above shall provide waiver of subrogation to Charterers, and all insurance policies required of Charterers at b) above shall provide waiver of subrogation to Owner. 2) Charterers shall be jointly and severally responsible for the insurances identified at b) above. The policy of general liability insurance identified at b)2) above shall name Owner as insured, and be primary and noncontributory as to any insurance of Owner to the extent of Charterers’ indemnity obligations under this Agreement. The charterers legal liability policy identified at subsection b.3. above shall be primary over Owner’s hull policy with respect to any breach of the warranties in subsection 5 above. 3) All insurance policies shall be upon forms and with underwriting security acceptable to the other, non-procuring, party. Prior to delivery, each party shall provide the others with certificates of insurance confirming that the insurance policies and conditions required above have been procured and are being maintained. 4) There shall be no material change in any insurance during the term of this Agreement without the prior written consent of the non-procuring party. Each party shall be given at least ten (10) days advance written notice in the event of any cancellation, non-renewal or other material change in policy terms or conditions. d) Failure of Insurance. Each party shall indemnify and hold harmless (including legal fees and costs) the others from any policy deductible or premium obligation allocated to it, from the failure to maintain an insurance as required above, from the failure (for any reason) of any such insurance, and/or from any other breach of the insuring requirements above. The foregoing indemnification agreement shall cover, as well, any breach of warranty or other policy condition.
7. LIABILITY AND INDEMNITY
a) Allocation of Liabilities.
1) Owner. Owner shall be responsible for, and agrees to indemnify and hold harmless each of the Charterers of and from (including legal fees and costs), any loss, damage, expense, liability, claim or suit applicable to the Tug or Barge, Owner's other equipment and personal property, or any bodily injury, illness or death of Owner's employees, including its Tug crewmembers, howsoever caused, regardless of fault, and even if resulting from the negligence or other fault of Charterers or the unseaworthiness of any vessel, except for those matters which have been specifically allocated to Charterers in subsections 5 above and 7.a.2 below.
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2) Charterer. Charterers shall jointly and severally be responsible for, and agree to indemnify and hold harmless Owner of and from (including legal fees and costs), any loss, damage, expense, liability, claim or suit applicable to the cargo (as defined above), third-party property damage, or any bodily injury, illness or death of Charterers’ Personnel (as defined above) or third-parties, howsoever caused or arising, regardless of fault, and even if resulting from the negligence or other fault of Owner or the unseaworthiness of any vessel. In addition, Charterers shall jointly and severally be responsible for, and agree to indemnify and hold harmless Owner of and from (including legal fees and costs), any loss, damage, expense, liability, claim, fine, penalty or suit applicable to a Vessel which arises out of any breach of the warranties in subsection 5 above. b) Both. As to any matter not addressed in subsection 7.a., above, each party shall be responsible for any such loss, damage, expense, liability, claim, fine, penalty or suit to the extent of its proportionate degree of fault or other legal liability.
8. GENERAL AVERAGE / BOTH TO BLAME
In the event cargo is being transported, standard General Average / New Jason and Both-to-Blame clauses shall be deemed fully incorporated into this Agreement, as if stated in full herein.
9. FORCE MAJEURE
Owner shall not be responsible for delay or inability to perform caused by: acts of God; perils of the sea; adverse weather conditions; errors in the navigation or management of the Vessel; break-down or defects in the hull, machinery, equipment, hawsers or lines of the Vessel not resulting from a lack of due diligence to make the Vessel seaworthy at commencement of voyage; strikes and/or labor troubles; war; acts of terrorism or piracy; restraint or seizure by government or belligerent party; riot or civil commotion; theft or pilferage; epidemic, quarantine or pandemic; embargo; deviation in attempt to save life or property at sea; fire or explosion; and/or any other cause which is beyond its ability to directly control.
10. NO CONSEQUENTIAL DAMAGES
Notwithstanding anything to the contrary, in no event shall Owner be responsible for any indirect, special or consequential damages of any type or nature whatsoever, including, without limitation, extra expense, loss of earnings, loss of profits, loss of use and/or business interruption, whether resulting from negligence, unseaworthiness, breach or otherwise, even if the possibility of such damages may have been foreseeable.
11. LIMITATION OF LIABILITY
This Agreement is not a personal contract; nothing herein shall be construed or operate so as to prohibit or deny either party the benefits of any limitation of or exemption from liability afforded to the owners of vessels by any statute, law or rule of law.
12. EXTENSION OF BENEFITS
All exceptions to, exemptions from, defenses to, immunities from and limitations on liability granted a party are automatically extended to and for the benefit of: all lawful business entities parent to, subsidiary of, affiliated with or under the management or control of that party, as well as the shareholders, members, managers, officers, directors, employees and agents of each such entity, and to any vessel of such party provided hereunder, and its owners, demise charterers, managers, operators, masters, officers and crew.
13. LIENS
Charterers shall not create or suffer to exist any lien whatsoever upon the Vessels, and shall indemnify and hold harmless (including legal fees and costs) Owner of and from any lien upon the Vessel arising out of any act or omission of the Charterers; should the Vessel be arrested or detained by reason of any such lien, Charterers shall, at their sole risk and expense, take all reasonable steps to secure the prompt release of the Vessel including, without limitation, establishing appropriate security and/or bonds.
14. ASSIGNMENT AND SUBCHARTERING
Neither party may assign this Agreement without the prior written assent of the other party. Charterers shall not subcharter the Vessels without the prior written assent of Owner.
15. APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by the general maritime law of the United States, or by the laws of the State of California in the event there is no applicable general maritime rule of law. The parties hereby submit to the jurisdiction of the United States District Court located in Long Beach, California, with respect to any dispute arising out of or related to this Agreement or performance hereunder, with the substantially prevailing party to recover its reasonable legal fees and costs.
16. COUNTERPARTS AND EXECUTION
This Agreement may be executed in counterparts and/or by electronic exchange of signatures. All counterparts shall be deemed the same single agreement, and signatures exchanged by electronic means shall be deemed equivalent to original signatures and binding.
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17. INTEGRATION AND HEADINGS
This Agreement constitutes the entire agreement between the parties and expressly supersedes all prior and contemporaneous negotiations, communications, understandings and agreements, whether written or oral. This Agreement shall not be modified except through a writing signed by all three parties. This Agreement shall be construed neutrally, and as the commemoration of the mutual assent of the parties, rather than for or against a party. The headings used herein are for convenience of reference only.
DATED THIS _____ DAY OF ______________, 2026.
OWNER: Curtin Maritime Corp. CHARTERER: City of Avalon
Authorized Signature Authorized Signature
Printed Name and Title Printed Name and Title
CHARTERER: Contractor: Garden State Fireworks
Authorized Signature
Printed Name and Title