marine terminal services agreement port of houston authority

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MARINE TERMINAL SERVICEAGREEMENT 201195PORT OF HOUSTON AUTHORITY ANDCIA SUDAMERICANA DE VAPORES S.A.and corporations and associations ofevery kind and character; (ii) the singular shall includethe plural wherever and as often as may be appropriate; (iii) the term "includes" or"including" shall mean "including without limitation;" (iv) the word "or" has the inclusivemeaning represented by the phrase "and/or;" and (v) the words "hereof' or "herein" refer tothis entire Agreement and not merely the section number in which such words appear.Section headings in this Agreement are for convenience ofreference and shall not affect theconstruction or interpretation of this Agreement.d. Exhibits. Any exhibit attached hereto shall be deemed to have beenincorporated herein by this reference with the same force and effect as iffully set forth in thebody hereof.e. Further Acts. Each of the parties hereto shall execute, acknowledge anddeliver all such documents, instruments, stipulations, and affidavits and perform all such actsas reasonably necessary, from time to time, to carry out the matters contemplated by thisAgreement.f. Third Parties. No term or provision ofthis Agreement is intended to or shallbe for the benefit ofany person, firm, organization or corporation not a party hereto, and nosuch other person, firm, organization or corporation shall have any right or cause of actionhereunder.g. Entire Agreement. This Agreement constitutes the entire agreement betweenthe parties hereto pertaining to the subject matter hereof. All prior and contemporaneousagreements, representations and understandings of the parties, oral or written, are herebysuperseded and merged herein.h. Amendments. No change or addition shall be made to this Agreement exceptby a written amendment executed by the parties hereto.i. Approvals. Each of the parties respectively represents and warrants to theother that all approvals or consents necessary to the effectiveness of this Agreement havebeen granted or obtained.J. Authority. Each party hereby represents that:i. Each party has complied or shall timely comply with all applicablelaws and has taken or shall take all necessary steps, to enter into this Agreement and obligateitselfhereunder.ii.with its requirements.Each party has the authority to enter into this Agreement and complyPage 12
MARINE TERMINAL SERVICEAGREEMENT 201195PORT OF HOUSTON AUTHORITY ANDCIA SUDAMERICANA DE VAPORES S.A.111. The individuals executing this Agreement on behalfofthe respectiveparties is authorized and empowered to bind the party on whose behalfeach such individual. . .IS sIgnmg.k. Severability. If any provision of this Agreement is declared void orunenforceable, such provision shall be severed from this Agreement, which shall otherwiseremain in full force and effect and this Agreement shall be deemed reformed to replace thevoid or unenforceable provision with a valid and enforceable provision as similar as possiblein effect to the void or unenforceable provision. The parties shall meet and confer as soon aspracticable for the purpose of drafting, in good faith, the substitute provision. If anapplicable law or court of competent jurisdiction prohibits or excuses either party fromundertaking any contractual commitment to perform an act hereunder, this Agreement shallremain in full force and effect, but the provision requiring such action shall be deemed topermit such party to take such action at its discretion. If, however, such party fails to take theaction required hereunder, the other shall be entitled (subject to, and in addition to theremedies provided herein) to terminate this Agreement.1. Binding Effect. The provisions ofthis Agreement shall be binding upon andinure to the benefit of the parties and their heirs, executors, administrators, successors andassigns; provided, however, that this subsection shall not negate, diminish, or alter therestrictions on transfers applicable to Carrier set forth elsewhere herein.m. Time of Essence. Time is of the essence of this Agreement and eachprovision hereof.n. Interpretation. Both parties and their respective legal counsel have reviewedand have participated in the preparation of this Agreement. Accordingly, no presumptionwill apply in favor ofeither party in the interpretation ofthis Agreement or in the resolutionof the ambiguity of any provision in the Agreement.o. Counterparts. This Agreement may be signed in counterparts, and the fullyexecuted counterparts shall together constitute a single original Agreement.p. Collective Carrier Provisions. The parties acknowledge that Carrier and itsaffiliated companies (LIBRA, NORASIA and CSVV) requested that PHA agree to enter intoa single agreement collectively with CSAV, with respect to the matters herein. Accordingly,for clarification, the parties agree as follows:i. The Commitment Discount Level shall be determined by totaling theloaded containers of Carrier and its affiliated companies together.ii. The Commitment Discount so calculated shall be provided to Carrierand its affiliates, as long as Carrier is party to this Agreement, on the terms provided herein.Page 13
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marine terminal services agreement port of houston authority

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