Legal Port of Entry Document

LEGAL PORT OF ENTRY DOCUMENT

This Legal Port of Entry Document (the "Agreement") is entered into as of by and between Port Authority Name: with principal address at ("Port Authority"), and Entrant/Operator: with principal address at ("Entrant").

RECITALS

WHEREAS, the Port Authority is charged with control, operation and regulation of port facilities and the security and lawful entry of vessels, vehicles, personnel and cargo into port premises; and

WHEREAS, the Entrant seeks authorization to enter and operate within identified port areas for the specific purpose of ; and

WHEREAS, the parties desire to set forth terms and conditions governing such entry, operations, compliance, and liabilities.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Port Premises" means the geographic areas under the control of the Port Authority described in Schedule A attached hereto and incorporated by reference; "Authorized Personnel" means employees, contractors or agents of the Entrant specifically authorized in writing to enter the Port Premises pursuant to this Agreement.

2. SCOPE OF ENTRY AND AUTHORIZATION

2.1 Grant of Access. Subject to the terms and conditions of this Agreement, the Port Authority grants the Entrant a limited, non-exclusive right to enter and conduct the Purpose of Entry within the Authorized Areas during the Term.

2.2 Authorized Areas. The Entrant is authorized to access the following areas: Berth and quay Landside operational areas Temporary storage yards Restricted security zones (subject to separate clearance)

3. ENTRY PROCEDURES, SECURITY AND INSPECTIONS

3.1 Compliance with Procedures. The Entrant shall comply with all posted rules, security procedures, badge and identification requirements, and directions of Port Authority personnel. Failure to comply may result in immediate revocation of access rights without prejudice to the Port Authority's other remedies.

3.2 Inspections and Searches. The Entrant acknowledges and agrees that port security, customs, immigration and other regulatory authorities may conduct inspections, searches and examinations of persons, vessels, vehicles and cargo. The Entrant shall cooperate fully and shall not impede such inspections.

4. COMPLIANCE WITH LAWS

The Entrant shall at all times comply with applicable federal, state and local laws and regulations, including but not limited to customs, immigration, environmental and safety laws applicable to the Port Premises and anticipated operations. The Entrant shall obtain and maintain all licenses, permits, clearances and approvals required to perform the Purpose of Entry.

5. INSURANCE

The Entrant shall maintain commercial general liability insurance, maritime liability (if applicable), and workers' compensation insurance with insurers of recognized standing. Minimum limits shall be:

Certificates evidencing the required insurance shall be delivered to the Port Authority prior to any entry. Insurance shall name the Port Authority as an additional insured where required by the Port Authority and shall provide primary coverage for liabilities arising out of the Entrant's activities.

6. INDEMNITY AND LIABILITY

The Entrant shall indemnify, defend and hold harmless the Port Authority, its officers, employees and agents from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the Entrant's acts or omissions, breach of this Agreement, or operations on the Port Premises, except to the extent caused by the gross negligence or willful misconduct of the Port Authority.

7. FEES AND CHARGES

All fees and charges shall be paid in accordance with invoicing procedures of the Port Authority. Late payments shall accrue interest at the rate of one percent (1%) per month or the maximum rate permitted by law, whichever is less.

8. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in force for a period of unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice. The Port Authority may immediately suspend or revoke access for breach of security or violation of law.

9. RECORDS, REPORTING AND CARGO INFORMATION

The Entrant shall submit manifest, cargo and crew lists and any other required documentation timely and in the form required by the Port Authority and regulatory agencies.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses below or to such other address as a party designates by notice.

11. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which together shall constitute one instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which the Port Premises are located, without regard to its conflict of law provisions. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements.

13. CERTIFICATIONS

The undersigned representatives certify that they are authorized to execute this Agreement on behalf of their respective parties and that the information set forth herein is true and accurate to the best of their knowledge.

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