PORT AGENT AGREEMENT 

GENERAL TERMS AND CONDITIONS 

Reference is made to the Special Terms between Port Agent and Cruise Line. For purposes of the Agreement, Cruise Line and Port Agent may collectively be referred to as the “Parties” and individually as a “Party.” The Parties agree that in the event of a conflict between the Special Terms and these General Terms, the Special Terms shall prevail. 

Services  

1. Port Agent is Cruise Line’s representative in the Port Cities.  As more specifically described herein, Port Agent shall act to protect the interests of Cruise Line in all matters involving the safety of any Cruise Line vessel (the “Vessel”) calling at a Port City, as well as the safety of Cruise Line guests and crew. 

2. Port Agent shall provide the basic services set forth below (collectively, the “Basic Services”) for the Basic Services Fee set forth in the Special Terms.  As defined herein, “arrange” is defined as, but not limited to, provide, obtain, handle, coordinate, inform, advise, submit, supply, support, sustain, order, prepare, adapt, accommodate, perform, aid, assist, avail, furnish, help, give, and oblige, from beginning to end.  Basic Services provided may vary from port to port, call to call, or otherwise.   

3. As new Port Cities are added to this Agreement from time to time, the Special Terms will be amended or supplemented to include the rates for the Basic Services agreed upon by the parties for such Port Cities. 

4. Port Agent and Cruise Line agree that the rates for the Basic Services Fee are effective throughout the Term of this Agreement, including any extensions. 

5. The Basic Services Fee shall be invoiced and paid in the currency specified in the Special Terms and may not be adjusted during the Term (or any subsequent renewals) of this Agreement unless the parties agree to do so in writing.  The Basic Services Fee is a flat fee that includes compensation for all of the Basic Services identified in this Agreement and includes any and all applicable taxes.   

6. In connection with the invoicing of all fees under this Agreement, Port Agent must follow the guidelines set forth in the Supporting Documentation Guidelines below.  Failure to do so will delay reimbursement of all or some of the disbursement account (DA) Port Agent submits and may result in rejection of the submission. 

1.1 Basic Services:
1.1.1	Ship Husbandry	Berthing	Arrange for safe berthing for vessels, ensuring berthing is in accordance with Cruise Line preferences (berthing at approved berths only unless cleared in advance with Marine Operations) regarding vessel size and berth dimension.
1.1.2	Ship Husbandry	Berthing	Upon notice from Cruise Line, request berth reservation from the local port authority, or official entity that administers berthing on behalf of the port authority, and confirm berth reservation to Cruise Line upon receipt of same from the local port authority.  In cases where confirmed berthing is changed, Port Agent shall notify Cruise Line immediately and will assist with sourcing and resolving alternative berthing as needed.
1.1.3	Ship Husbandry	Reporting	Inform, give notice to (as required), handle, and arrange vessel clearance with local Customs, Immigration, Agriculture (including USDA if domestic), Health, Sanitation and any other governmental authorities needed upon vessel entry/exit.  This includes Port Agent’s time to process all documents needed and arranging for local authorities (Customs, Immigration, Agriculture, etc.) to board the vessel on arrival for clearance procedures. Provide Customs bond (if required).  Fee includes any service charges for processing forms, including all documentation required to obtain the vessel’s clearance (arrival, departure and in route) for each ship call.
1.1.4	Ship Husbandry	Reporting	Provide to the local port authority, vessel arrival and departure reports as needed or required.  For U.S. calls, includes US Coast Guard 24-hour Notice of Arrival or equivalent.
1.1.5	Ship Husbandry	Reporting	Obtain passenger and crew counts from vessels and notify counts to stevedoring company, port authority, terminal operator, or any other entity as directed by Cruise Line, as applicable, in the format requested by Cruise Line.
1.1.6	Ship Husbandry	Reporting	For non-U.S. sailing, fee includes facilitating, completing filing, and any other action required to satisfy any government or quasi-governmental agency as required.  For U.S. sailings, fee includes facilitating, completing, filing and any other action required to satisfy U.S. Government Regulations as required by the following documents (as Port Agent if applicable): CBP Form 1-92 (Vessel Arrival) CBP Form 1-94 (Vessel Departure) CBP Form 1-94A (Arrival/Departure Record) CBP Form 1-95 (Conditional Landing Permit) CBP Form 1-259 (Notice to Detain, Remove, or Present Alien (Depart Foreign under Safeguard) CBP Form 1-408 (Application to Payoff of Discharge Alien Crew) CBP Form 1-409 (Report of Deserting Crewman) CBP Form 1-418 (Crew List – Arrival/Departure) CBP Form 1-510 (Guarantee of Payment) Form 1-184 (Alien Crewman Landing Permit and Identification Card) DHS Form 1-193 (Application for Waiver of Passport and/or Visa)
1.1.7	Ship Husbandry	Vessel Guidance	Advise the Vessel, prior to its arrival, of all necessary documents (Customs, Immigration, Agriculture, Health, Sanitation, and any other governmental authorities) required in order to minimize delays. Provide guidance to the vessel’s officers, crew, and guests regarding disembarking clearance procedures with local Customs and Immigration.
1.1.8	Ship Husbandry	Waste Removal Coordination	For domestic calls, arrange appointment(s) between Customs Border Protection (CBP)/USDA inspector and vessel during the off-loading of any waste, including without limitation APHIS waste.
1.1.9	Ship Husbandry	Agent Attendance	Vessel attendance, including making a Port Agent representative available, and remaining, on-site at the pier upon the arrival of the vessel, and at any time throughout the day until the vessel’s departure to handle service requests of the Master, Captain, Hotel Director, Vessel Officers or other Cruise Line representatives.
1.1.10	Ship Husbandry	Arranging Services	Fee includes service charges for arranging needed ship services.  As defined herein, “arranging” is defined as, but not limited to, provide, obtain, handle, coordinate, inform, advise, submit, supply, support, sustain, order, prepare, adapt, accommodate, perform, aid, assist, avail, furnish, help, give, and oblige, from beginning to end.  Fee includes arranging services such as pilots, tugs (only if requested or compulsory), line handlers, waste removal (all types), security services, stevedoring labor and equipment, potable water, repair technicians, etc.  Only compulsory port services can be arranged by the Port Agent without obtaining prior authorization from Cruise Line.  Additional expenses (for example: port adviser, signaling station, port interpreter, ship agent association fees, etc.) not approved in advance and not documented as compulsory will not be reimbursed.  Fee includes arranging other miscellaneous items and services, such arranging visitor’s lists, early disembarkation of luggage, cash on board formalities, and any other service as may be requested by Cruise Line for its Vessels.  Services charges that are incremental, or in addition to the cost of providing a service, must be disclosed, presented, discussed, and agreed to by an approved requestor of the service prior to service delivery.  Requestor shall not be obligated to accept the cost of service or service fee(s) quoted by Port Agent.  Requestor retains the right to negotiate any and all service fees prior to the rendering of services.
1.1.11	Ship Husbandry	Fuel Bunkering	Fee includes service charges for arranging and coordinating all aspects related to fuel bunkering, including arranging permitting if necessary.  Arranging the collection and courier or samples is not covered by the Basic Services Fee and should be arranged directly with the proper department.
1.1.12	Ship Husbandry	Arranging Services	Services or products requested by Cruise Line (vessel or shore) that are not governed or covered by a previously agreed upon fee structure or contract (if unsure if one exists, please ask requestor or contact Port Operations) require a cost quote and approval prior to rendering service.  Services must be requested via ERS, RCCL’s electronic requisition system.  ERS replaces the manual request process using the Port Agent Request Form (known as a “PARF”).  The process for providing services and obtaining reimbursement is: Requester (ship or shore) initiates request for service via Cruise Line’s electronic requisition system – ERS, which is used to request products or services.  Request is sent electronically to Port Agent. Port Agent obtains quote or approximate expected cost, including taxes that may apply, and provides back to requestor via ERS system.   If quote is accepted, requestor obtains proper approval (signature).  Ship approvers are Master, Staff Captain, Hotel Director, and Chief Engineer.  Shoreside approvers are designated department approvers. Port Agent renders services at cost without any service fee. Requestor (person or department requesting the service or product), via ERS system, acknowledges receipt of product or service.  Unless acknowledged, invoice cannot be processed for payment. Port Agent generates request for reimbursement via IMS by submitting supporting documentation, which is routed to requesting department for review and processing for payment. Cruise Line validates and pays invoice.
1.1.13	Ship Husbandry	Local Representation	Port Agent shall maintain in good standing the relationship between Cruise Line and the local authorities, and any other Governmental or Statutory authority as required by National and/or Local regulation or Law, at all times, and coordinate and assist ship’s officers during any inspection performed by governmental and quasi-governmental agencies before, during and after the port call, providing support as needed and according to the situation. An example of such service could be PSC inspection, Registry visits, etc.
1.1.14	Ship Husbandry	Local Representation	Serve as advocate on all local, state, regional, national governmental or private authority matters that potentially impact the vessel, Cruise Line, our guests.  The Port Agent is expected to proactively serve the best interests of Cruise Line and its vessels at all times.
1.1.15	Ship Husbandry	Reporting	At Port Operation’s direction and instruction, complete and submit to Port Operations a vessel call report upon ship’s departure.  Failure to provide report may result in withholding of agency fee for call, and possible termination of contract.
1.1.16	Ship Husbandry	Agent Travel, En-route Clearance, and No Local Agent	Fee includes travel expenses, including meals, time, transportation (air, land, or sea) and lodging for Port Agent or Contractor to reach the ship’s berth, terminal, any other office, authority, building and or facility involved with the ship’s call.  This includes relocating a Port Agent to attend the vessel at any contracted port where the Agency has no local representation, or there is no subagent, or in cases where Port Agent must join the vessel in a previous port (domestic of foreign) to perform or oversee en-route clearance) Fee includes ENS/EXS formalities, and all costs will be reimbursed based on actual expenses supported by receipts.
1.1.17	Ship Husbandry	Permitting	If agreed to in advance and support by a rate structure, assist and arrange any special work that is extraordinary and unusual, such as welding works (hot works), mechanical works and any other similar work that is provided through the Port Agent.  Includes arranging and granting access on board the ship of Cruise Line staff, technicians, vendors, and clients (any third-party cost will be reimbursed by the third party or as arranged by Cruise Line).
1.1.18	Ship Husbandry	Tariffs Changes	Advise Cruise Line of all potential or declared port tariff increases as they occur and work individually or with an association to mitigate the increase for Cruise Line’s benefit.
1.1.19	Ship Husbandry	Supporting Documentation	Port Agent shall provide all supporting documentation for expenses submitted regardless of vendor.
1.1.20	Ship Husbandry	Compliance	At Cruise Line’s direction, Port Agent shall assist Cruise Line’s Compliance and Audit Departments in cases where additional clarification is needed on expenses, transactions, tariffs, and cost calculations.
1.1.21	Ship Husbandry	Operations Planning	Participate in advance planning with vessel staff/corporate office prior to first call and periodically during season as requested.
1.1.22	Ship Husbandry	Visa, Work Letter, and Other Documents	Fee includes coordination of any documentation arrangements (as needed), including (but not limited to): documents, stamps, applications, work letters, immigrations documents, safeguarding, embassy letters, guarantee letter, letter of invitation, letter of invitation no show, LOE Letter of Employment, LOI, no shows; OTB – Ok To Board letter; shore passes for crew subject to visa, without limitation to the number of passes issued.  For documentation pertaining to crew, unless separately arranged with Crew Department for specific services, documentation services contained herein shall be included in cost of agency fee.
1.1.23	Ship Husbandry	Communication Costs	Fee includes all communication costs (fax, e-mail, cell phone, courier fees, postage, etc.).
1.1.24	Ship Husbandry	Bank Fees	Fee includes bank fees (e.g., wire transfer fee, etc.) to process money received from Cruise Line, or other party on behalf of Cruise Line.  Fee also includes full processing, customs clearance, and delivery of cash to master to the ship as requested by Cruise Line or vessel’s officers. Inclusive of security guards where requested/compulsory (security costs are reimbursed when utilized).  Fee does not include government tax or tariff on foreign exchange transactions.  Such fee must be noted in advance and detailed on invoices submitted for reimbursement, including supporting government documentation which governs the tax, and rate it is calculated.
1.1.25	Ship Husbandry	Payments To 3rd Parties	Make and/or facilitate all legal payments required or authorized by the vessel and Cruise Line with respect to:  i) Payment in full regarding all port services in the time frame set by the applicable port and local authorities and other port service providers;   ii) Payment for special services as requested by the Vessel or Cruise Line not related to the Other Services, such as fines, emergency repairs or provisions, etc.   So long as Cruise Line has paid Port Agent within required timeframe for services rendered, Port Agency shall be liable for any charges related to late payments of Cruise Line invoices to third parties.     No payments for fines shall be reimbursed unless such payment was approved in advance by Cruise Line.  No Port Agent commission shall be added to Cruise Line fines paid by Port Agent.
1.1.26	Ship Husbandry	Use of Cruise Line Funds	Port Agent shall only use Cruise Line funds paid by Port Operations for port services incurred or arranged on behalf of Cruise Line by the Port Agent. Port Agent shall track all payment amount(s) and date of payment(s) made to vendors or 3rd parties servicing Cruise Line vessels or providing services to Cruise Line.  Cruise Line reserves the right to audit payments to 3rd parties made by the Port Agent on Cruise Line’s behalf.  Port Agent shall not use Port Operations funds to pay for any other monies owed by other Cruise Line Department’s.  Any unauthorized use of Cruise Line Port Operations department funds may result in immediate termination.
1.1.27	Ship Husbandry	Discounts, Rebates, Refunds	Port Agent shall notify Cruise Line of rebates, refunds, discounts, or any other financial benefit Cruise Line has earned or is entitled to as a result of vessel or company operations, including those yielded by Port Agent’s individual efforts (all rebates, refunds, and discounts received by Port Agent shall be provided to Cruise Line).  Agent shall return any earned financial benefit without delay.  Agent shall not withhold for any reason funds or monies due or owed to Cruise Line, and Agent shall not net monies owed to Agent for services rendered and owed by Cruise Line unless agreed upon with Cruise Line in advance.  Withholding of funds may result in termination and legal action against Agent.
1.1.28	Ship Husbandry	DA Expense Submission	Fee includes all courier and/or postage fees necessary to send Cruise Line call invoices to Cruise Line, including any resubmission of copies of invoices or documentation.
1.1.29	Ship Husbandry	DA Submission	Port Agent shall utilize (Cruise Line will train Agent) Cruise Line’s Invoice Management System (IMS) to submit ALL invoices for products and services rendered or arranged for any and all RCCL departments, unless otherwise agreed upon in advance with Port Operations.  Invoices for Other Services including crew movement, crew/guest medical, logistics, direct ship or shore requests shall be made directly to the department or entity initiating the request..  Failure to utilize IMS will result in delay of payment.  Failure to submit any and all invoices for services rendered to RCCL, regardless of department, may result in immediate termination.
1.1.30	Ship Husbandry	DA Submission	Port Agent shall invoice Cruise Line for all services rendered by Agent or 3rd parties, or vessel expenses incurred, as promptly as possible after they are rendered, but no later than thirty (30) days after each ship call date where such services were rendered.  Agents are encouraged to submit expenses as soon as they are received from third parties to avoid payment delays.   Cruise Line will not be required to pay services and products not invoiced via IMS to Cruise Line within twelve (12) months after the date such services and products are performed.
1.1.31	Ship Husbandry	Payment Currency and Rate of Exchange	Cruise Line will settle all invoices in the currency invoiced, unless otherwise agreed upon in advance.  Agent understands and accepts that arranging and providing services, and receiving payments in other currencies other than the one submitted, can result in exchange rates risk.  For all invoices submitted through RCCL’s Invoice Management System (IMS), the market exchange rate for the call date (if multiple days in port, the exchange rate for the first day in port will be used) will be applied as provided by www.XE.com, an independent 3rd party provider of global currency rates. In the event that the exchange rate within IMS is not used and Port Agent uses a non-agreed upon exchange rate to convert local charges to payment currency to be paid by Cruise Line, Port Agent may be subject to termination unless agreed upon in advance.  Port Agent shall repay Cruise Line for any overpayments due to use of unauthorized exchange rate(s).  If required by national or bank law that Agent must use the central bank rate, or other required official rate, Agent shall covert expense from local currency to invoice currency (as agreed upon in advance) using the official rate required by law, and shall include with the submission official bank documentation or tariff that evidences the exchange rate from local currency to USD for the date(s) in which the expense was incurred, if other than the call date.  For multi-call days in port, Agent shall apply the official exchange rate as it occurred on the first day of the call.  Agent must also provide Cruise Line with the central bank, or exchange rate source bank, website URL that provides the official rate of exchange (ROE) from local currency to USD for the date of the call, or incurrence of the expense being submitted for reimbursement.
1.1.32	Guest and Crew Medical	CARE Team	Agent shall understand the role and responsibilities of the Royal Caribbean Cruise Lines, CARE Team.  The CARE team is a group of professionals, under medical direction, who are able to support guests and crew members who are in the process of being disembarked from the vessel due to a medical emergency or other crisis, such as a psychiatric emergency or sexual assault.  Agent shall ensure that they have current 24-hour contact information (please refer to the Special Terms, General Operations Contact List) for the Cruise Line CARE Team.
1.1.33	Guest and Crew Medical	Coordination of Services	From time to time as needed, unless otherwise agreed upon and documented separately, agent shall at no extra charge, and as part of agency fee:  Coordinate medical appointment with specialist per ship request (crew or guest medical referral) Coordinate transportation to/from medical appointment Procure/obtain prescription of medication not available onboard (pick-up/ purchase/delivery) Coordinate ground ambulance as requested by ship medical facility/crew medical / Care Team Coordinate hotel accommodations for crew, guests, relatives, or Care Team Associates (CTAs), if applicable Coordinate ground transfers between hotel and hospital for crew, relatives of guests or CTAs Coordinate with Crew Medical or Care Team in arranging transfer home or to rejoin ship in other port Secure and submit medical records/reports to ship, Crew medical department or Care Team Provide phone card / pre-paid phone at rate specified by Crew Medical department or Care Team (Phone card at cost) Assistance with luggage and fees as approved by Crew Medical department or Care Team (pick-up/delivery-transportation at cost). Arrange emergency medical transportation Coordinate medical parole / re-parole / customs and immigration clearance of disembarking crew, guest, relatives and/or Care Team Associates (CTAs)  Assist/Communicate with Crew Medical or Care Team with coordination of medical air ambulance (Cruise Line will order, quote, negotiate rates for air ambulance) Where necessary and appropriate, obtain the sanction/approval of the local port health physician or public health agency, where the medical reason for disembarkation may involve a disease or illness of public health concern.  Such sanction/approval may require the involvement of the Cruise Line Medical & Public Health Department and so the port agent should retain the 24 hour contact information for the Medical Operations Department: +001-305-539-4357. Assist with deceased crew or guest (funeral home, local authorities, clearance and/or repatriation of remains).
1.1.34	Guest and Crew Medical	Screening and Testing	Assist with paying providers that are doing medical screening procedures including temperature checks and facilitating health questionnaires.
1.1.35		Guest/Crew Attendance/Support	Unless otherwise agreed upon and documented separately, accompany, or meet guest/crew at hospital or clinic:  If hospitalized, attend/visit/support through one visit to the patient or crew member at the hospital or clinic on the day (day 1) of disembarkation and the day after (day 2) for a total of two (2 days) of attendance.  Agent shall ensure and coordinate local hotel accommodation, as needed or directed, (any incremental or additional costs shall be disclosed, discussed, and agreed upon with CARE Team, if a guest, or with Crew Medical Team, if a crew member) for family member or traveling companions. Ensure crew/guest family has the contact information for the appropriate CARE Team member and/or the number for the insurance/assistance company, who will be following up their case. If necessary, assist the patient’s family with contacting the CARE team.   In the event there are additional third party expenses incurred, the Medical department or CARE team shall agree on the fee prior to the service being rendered. Assist with repatriating or returning the guest, crew, vendor, and their travel companions or family that is accompanying them, to the point of origin, or other designated gateway.
1.1.36	Guest and Crew Medical	Medical Emergencies	Agent shall assist, without condition, with medical emergencies as instructed.  Agent must assist the vessel with obtaining medical assistance, whether such medical service or need exists at the Port City or not.  Agent is expected to assist any and all Cruise Line guests, crewmembers or vendors experiencing a medical emergency, and who remains after the vessel departs.  Any anticipated incremental expenses incurred by the Agent in connection with the medical event shall be disclosed and discussed with Cruise Line and crew/guest/vendor, and arrangements for paying these incremental costs shall be agreed upon in advance. Port Agent shall use best efforts to minimize medical costs and prevent price gouging.
1.1.37	Guest and Crew Medical	Translation Services	Where needed and/or required, provide translation services and additional support, beyond that normally offered to the guests or crew member undergoing medical care.  If additional professional translation is needed beyond, Agent shall discuss with Cruise Line prior to incurring any expense, and all incremental costs shall be agreed upon prior to rendering service.
1.1.38	Crew Movement	Assisting Crew	Respond timely to requests by Crew HR and Crew Assist for assistance (regardless of whether contract exists between Crew HR and Agent).  If assistance or services required are not governed by a previously agreed upon fee structure or provided for elsewhere within these scope of services, Agent shall disclose the total anticipated cost for providing the service prior to the service being delivered.  Service must be requested via procurement process (ERS), or as directed by Cruise Line.  If services are non-contracted or rate for service has not been previously agreed on, Port Agent shall invoice the requesting department directly, or via IMS for reimbursement. Agent shall not charge any service fee in connection with providing the requested service.
1.1.39	Logistics	Logistics	As directed by Cruise Line, provide support, or intercede, on matters related to container movement, and deliveries and supplies to/from the vessel.  As requested, play supporting role to designated logistics provider, and as needed, collaborate with provider to resolve problems.  Unless Agent is contracted as the designated logistics provider, defer handling of landed goods (LGA) to designated logistics provider unless directed otherwise by vessel or Supply Chain.  In the event that significant incremental effort is needed with handling matters related to logistics, Agent shall directly contact Cruise Line Logistics representative to discuss and agree to any incremental service charges that may apply.  Charges not agreed upon in advance will result in non-payment.
1.1.40	Safety and Security	Security Services	Provide or arrange all security services required by Cruise Line at the Port City.  Address any security staffing shortages with security supervisor and vessel Security Officer when detected.
1.1.41	Safety and Security	Security Plan	Become familiar with and assist with implementation of port security plan (as devised by Cruise Line) to Cruise Line security standards; participate in Cruise Line security drills, exercises, and training.  The Cruise Line security plan is devised and managed by Cruise Line’s Global Security Department and may include security and safety measures beyond those provided, implemented, considered, or executed by the port or terminal operator.
1.1.42	Safety and Security	Assisting Law Enforcement	Cooperate with Cruise Line, U.S. Coast Guard and other applicable government and law enforcement authorities in matters relating to the Maritime Transportation Security Act
1.1.43	Safety and Security	Security Notifications	Immediately notify Cruise Line Global Security Department (via telephone or e-mail) whenever there is a significant change in the safety or security environment of any port-of-call for which the Port Agent is responsible.   This notification will be made without regard to whether or not an Cruise Line ship is imminently scheduled to visit that port-of-call.   Examples of significant changes in the safety or security environment of a port-of-call include, but are not limited to, the following:  -Higher than average incidence of serious crime such as murder, shootings, robbery, rape, assault, or theft;  -Work stoppages, slowdowns, or strikes that may impact ship operations or tourist activities; -Serious accidents impacting tourists, whether cruise related or not.  -Infrastructure problems that may impact ship operations or tourist activities.  For example, interruptions in electrical service; disruption of communications networks;  prolonged breakdowns in the transportation sector; significant road closures; shortages of basic supplies; etc. -Medical outbreaks or environmental hazards that might affect ship operations or tourist activities. -New Government warnings concerning any increased risk of terrorist activity.
1.1.44	Safety and Security	Emergency Support	Port Agent agrees to render assistance to Cruise Line crew, guests, vendors, and affiliates as needed during emergencies, regardless of their nature or duration.  Port Agent will render all necessary operational, technical, manual, technological, logistical, transportation, and labor assistance needed by Cruise Line to safely and effectively manage emergencies or contingencies that may occur.  Port Agent will also interface and liaise with all government authorities to ensure emergencies are managed accordingly and they will act on the best interest of Cruise Line and its guests and crew.  Additionally, Port Agent will source and provide food and shelter for Cruise Line guests and crew, on a best efforts basis, during any crisis requiring so.  Any valid and reasonable expenses incurred as a result of providing assistance shall be reimbursed but must include detailed supporting documentation.  Where possible, requesting department or entity shall request cost in advance for services or products Port Agent will supply or arrange.  Invoices shall be submitted to Cruise Line for reimbursement via IMS unless otherwise directed or agree to by Cruise Line.
1.1.45	Safety and Security	Assisting Law Enforcement	Unless restricted or prohibited by law, Port Agent agrees that upon the request of the Ship’s Master, Staff Captain, or Security Officer; Port Agent will report an alleged security incident to the appropriate local law enforcement agencies and/or Governmental authorities.
1.1.46	Safety and Security	Assisting Law Enforcement	Cooperate with Cruise Line (including its on board security staff) and any other applicable government and law enforcement authorities in matters relating to the investigation of incidents or alleged criminal acts on Cruise Line vessels.
1.1.47	Dry Dock	Providing Dry Dock Services	If applicable, Agent shall engage Cruise Line to discuss, plan, and provide a quote for all relevant services requested by Cruise Line in connection with planned or unplanned dry-docks.  In the event products and services are not negotiated and mutually agreed upon in advance, the terms and conditions herein shall govern until such a time that an agreed upon rate schedule is established, with automatic caps on total cost once agent provides the same service or transaction ten (10) times in a twenty-four (24) hour period.  Products and services rendered before such a rate agreement is in place shall be retroactively billed according to the new rate schedule.

2. Other Port Agent Services 

1. Other Port Agent Services besides the Basic Services shall be referred to herein as “Other Services”.  All Other Services shall be provided directly by Port Agent or through subcontractors or subagents pursuant to written contracts or other agreements approved by Cruise Line in accordance with Section 9. If applicable, certain Other Services and their fees are set forth in the Expense Annex.  Any rates and charges for additional Other Services not set forth in the Expense Annex shall be agreed upon by Cruise Line and Port Agent in advance, whether such Other Services are provided by Port Agent directly or through a subcontractor or subagent.  The costs for Other Services are not covered by the Basic Services Fee and should be tracked, billed, and invoiced separately as provided in this Section 2.  Port Agent must deal directly with the department requesting such Other Services to discuss the total cost of the service, arrange disbursement, invoice, and payment procedures.  Any questions regarding payment and disbursements for such Other Services must be addressed directly to the department requesting such Other Services.   

2. For Other Services requested by Cruise Line to Port Agent not expressly listed herein, Port Agent shall supply Cruise Line with the total cost of providing the Other Service prior to providing the service, unless the cost for the service has been agreed upon in advance in writing between Cruise Line and Port Agent.  Cruise Line must acknowledge and declare in writing that such rate has been accepted, and that Port Agent shall charge Cruise Line the rate as agreed upon.   

3. Services arranged by Agent shall not incur any services fees, as stated in Section 1.1.10, Arranging Services, above.  Any service fee charged by Port Agent that has not been previously acknowledged and agreed upon in writing with Cruise Line will be disputed and not paid.  Rates not agreed upon in advance of the service request and not previously acknowledged and agreed upon in writing with Cruise Line shall be subject to Cruise Line’s approval process, require a requisition via ERS to disclose all costs, obtain authorized approvals, and shall be submitted for payment with all supporting documentation related to the transaction.  Cruise Line reserves the right to contest and negotiate the price quote provided by the Agent for requested services, and Cruise Line is not obligated to accept the services quoted by the Port Agent, Sub-Agent, or any other vendor.  For more information on the requisition process, please refer to Section 1.1.12, Arranging Services, above. 

4. Port Agent shall make all payments due to the service providers providing Other Services under Service Contracts directly.  Cruise Line shall reimburse Port Agent for the cost of all Other Services (collectively, the “Other Service Rates”), whether provided by Port Agent directly or service providers under Service Contracts. Port Agent shall invoice Cruise Line for the Other Service Charges as promptly as possible after the Other Services are rendered, but no later than sixty (60) days after each ship call date where such services were rendered.   

5. In connection with invoices generated pursuant to this Agreement for Other Services, Port Agent shall: 

1. Follow Cruise Line service delivery protocols for services not contracted in advance by obtaining a requisition for each service requested (for example, a request to transport a crew member from the ship to a clinic, and to also pick up medication for the crew member, would require two requisitions, one for each service if a mutually agreed upon rate structure or schedule for the type of service proposed has not been established in advance of rendering the service).  Port Agent must submit all actual or anticipated cost information, inclusive of any incremental service fees (excluding any service fees that are covered as part of the scope of services included in Section 1.1.10, Arranging Services, above), via ERS to the requestor for review.  Requester reserves the right to accept, negotiate or reject the proposed cost of the service directly with Agent, if needed.  Requestor shall obtain authorized Cruise Line approval (approvers are limited to Master, Staff Captain, Hotel Director, Chief Engineer, and designated shoreside approver) before the Agent shall fulfill the service request(s).  Requestor must acknowledge receipt of service prior to Agent submission for reimbursement via IMS. It is strongly recommended that Port Agent obtain from the requesting department the exact supporting documentation and detail needed and required by paying department to process the request for payment without delay.  Failure to provide required expense details needed and required will result in a delay to process payment.  Cruise Line shall not be responsible to pay any late fees or interest on invoices delayed due to lack of required documentation. 

2. Directly provide the applicable Cruise Line department with separate disbursements (port, medical, guests/crew, etc.) as instructed.  The Port Operations department shall be responsible only for port expenses.  Port Agent is responsible for establishing direct communication with the individual departments to address specific questions regarding any Other Services.  

3. Maintain a statement of account for Cruise Line invoices by disbursement type (port, medical, guest/crew, etc.) to reconcile any outstanding amounts with each specific department. 

4. Provide appropriate and reasonably detailed back-up documentation for any disbursements. 

5. Have direct contact with individual departments within Cruise Line to discuss invoice settlement. 

6. Be paid in U.S. Dollars (USD) for crew and guest medical costs submitted for reimbursement, unless otherwise agreed upon, or arranged, in advance with Cruise Line Medical Department. 

6. Cruise Line will not be required to pay Other Services Rates for any Other Services (including services performed by third party providers) that (i) exceed the cost, fees and/or charges for such Other Services approved in advance by Cruise Line pursuant to the terms of this Agreement, (ii) were not approved in advance by Cruise Line as required herein, or (ii) are invoiced to Cruise Line more than twelve (12) months after the date such Other Service is performed. 

7. Port Agent from time to time may be asked by the Vessel to purchase or arrange personal items/services for the Vessel’s officers and crew.  Port Agent is not obligated to provide these services and will not be reimbursed by Cruise Line for such services (or for any overtime or travel costs associated with same).  Port Agent shall not be responsible for coordinating and/or shipping personal mail, packages, or belongings for Cruise Line employees and crewmembers unless Port Agent receives sufficient money in advance from such employee or crewmember to cover the costs of shipping said items.  Port Agent acknowledges and agrees that none of the foregoing personal services described in this provision shall be reimbursed by Cruise Line under any circumstances. 

3. Most Favored Rates 

In no event will Cruise Line pay a greater amount for any Services rendered to Cruise Line by Port Agent in a particular Port City than that charged by Port Agent for similar services rendered to any other cruise line generating a similar amount of volume in said Port City to Port Agent.  Adjustments in the Basic Services Fee and Other Service Charges and other Cruise Line payments necessitated by this provision shall be coordinated and implemented as reasonably requested by Cruise Line. 

4. Scope of Authority; Responsibility 

Port Agent shall be authorized to provide the required Services listed in Section 1.1 above and those listed in the Expense Annex in the Special Terms of the Agreement and use its discretion while acting in the best interests of Cruise Line.  Port Agent’s scope of authority is limited to providing the Services expressly set forth in this Agreement, and representing Cruise Line only in matters that protect the interests of Cruise Line, its Vessels, guests, and crew at all times with other local authorities and other service providers.  Port Agent shall at all times act within the scope of its authority provided in this Agreement.  Port Agent shall indemnify Cruise Line for any loss of or damage to such items while such items are under Port Agent’s control resulting from Port Agent’s negligence or fault.  

Port Agent will comply with Cruise Line’s visitor policy guidelines at all times.  Except as set forth below, Port Agent will not permit or facilitate any person (other than passengers and crew) gaining access to any Vessel.  All non-sailing guests provided access to any Vessel must be approved in advance by Cruise Line in writing and Port Agent’s request for such access must include each proposed guest’s full name, government identification, occupation, purpose of visit and all other relevant information. 

5. Staffing Levels and Requirements; Port Agent Personnel 

Port Agent will provide (and will cause each service provider under a Service Contract to provide) sufficient and qualified personnel to perform the Services in accordance with the terms and conditions of this Agreement.  All such personnel shall be fully conversant in English and the core language of the applicable Port City and shall be sufficiently trained in their duties and shall otherwise be fully qualified to perform Port Agent’s obligations hereunder in a professional, courteous, and efficient manner in accordance with Cruise Line expectations and standards.  Should an Agent not meet these specification, Agency may be required to replace said Agent with another meeting the qualifications set herein. 

Port Agent at all times has the right and obligation to control all of the personnel engaged by Port Agent to perform its obligations hereunder, and the personnel are solely the employees of Port Agent.  Port Agent is solely responsible for the payment of all wages, overtime and vacation pay, benefits and repatriation expenses for each of its personnel.   

It shall be Port Agent’s sole responsibility to assure that its personnel and the personnel of anyone at the port operating by, through or under Port Agent (including its subcontractors) have all permits required by any governmental authority in order to provide the Services. 

6. Financial Responsibilities 

Port Agent shall be required to facilitate all payments required by the Vessel and Cruise Line with respect to: 

1. Payment in full regarding all port services in the time frame set by the applicable port and local authorities and other port service providers. 

2. Payment for other services requested by the Vessel NOT related to medical and transportation services for the guests, officers, and crew (for example fines, emergency repairs or provisions). 

Port Agent shall obtain the least cost provider of services when bidding out services between two or more providers that offer the same level of service. 

7. Hours of Operation 

Port Agent will be open for business during ship calls and at all other times agreed upon between the parties in writing from time to time, consistent with the hours permitted by local authorities.  Agent will provide 24 hours emergency attendance 365 days per year and contact information for after-hours contact with designated Port Agent personnel must be provided to Cruise Line. 

8. Port Agent Financial Interest in Service Providers 

Port Agent shall be held responsible to declare upon request by Cruise Line any ownership interests in service providers that provide services to any Cruise Line Vessels. 

9. Subcontracts for Additional Services or Franchising of Services 

If Port Agent intends to enter into a contract or agreement with other providers of port services for any of the Other Services (a “Service Contract” or “Service Contracts”), the following provisions shall apply: 

1. Port Agent shall not engage any service provider without the prior written approval of Cruise Line, and each Service Contract shall likewise be subject to the prior written approval of Cruise Line.  Without limiting the generality of the foregoing, Port Agent shall submit to Cruise Line evidence of the ownership, qualifications, and financial wherewithal of each service provider prior to or contemporaneously with any request for approval hereunder.   

2. Each Service Contract shall be in the name and at the expense of Port Agent, shall have a term not in excess of one-year (whenever possible) and shall include a provision for cancellation by Port Agent with thirty (30) days written notice, without payment of a penalty or premium.  Fees for services shall be agreed upon by Cruise Line and Port Agent in advance.  The Service Contracts shall not be binding on Cruise Line unless otherwise agreed to in writing by Cruise Line. 

3. Each Service Contract shall require the service provider to transition services to the subsequent service provider in a cooperative, professional, and orderly manner in the event that the Service Contract is terminated for any reason. 

4. All service providers shall be required to perform the Other Services in a manner and level that meets or exceeds the quality and level of port services provided at other first class Port Cities and Cruise Line’s standards for such Additional Services.   

5. All service providers shall be required to conduct the Other Services strictly in compliance with all applicable present and future laws, rules, orders, ordinances, regulations (including EU Regulation 1177/2010), statutes, requirements, decisions, codes and executive orders, extraordinary as well as ordinary (collectively, “Legal Requirements”), of all governmental and quasi-governmental authorities (including all federal, state and local authorities, and any agency, department, commission, board, bureau or other subdivision of the foregoing) with jurisdiction over the service provider or Service.  All service providers shall also be required to conduct the Additional Services strictly in compliance with Cruise Line’s environmental policies and requirements. 

6. Port Agent and Cruise Line shall have the right from time to time, with or without notice, to observe and inspect service providers in the performance of the Additional Services to confirm and/or determine compliance with Legal Requirements as required herein.  In addition, Port Agent and Cruise Line shall have the further right, upon reasonable advance notice to the service provider, to audit and inspect all books, records and other information related to the Other Services provided at the Port City, including without limitation all such books, records and other information (including any information stored electronically) relating to compliance with and/or reporting requirements under Legal Requirements, and costs, expenses and other charges passed through to Port Agent under the Service Contract. 

7. Cruise Line shall be named as a third-party beneficiary in all Service Contracts with the express right to enforce the provisions thereof and to exercise the inspection and audit rights provided herein.  Port Agent agrees that it shall terminate any Service Contract upon Cruise Line’s request to do so, subject to the terms and conditions of such Service Contract. 

8. Each Service Contract shall incorporate provisions comparable to and consistent with the terms and conditions contained herein. 

9. Violation of Cruise Line’s compliance and ethics policies or applicable anti-corruption laws. 

10. Audit Rights 

Port Agent or Contractor shall retain all books and records relating to this Agreement and the Services provided hereunder for at least two (2) years from the date of expiration or termination of this Agreement.  Cruise Line shall have the right to audit such books and records, including requesting information and back-up documentation related to invoices and requesting substantiation of information requested, at any time during the Term of this Agreement and for a period of two (2) years after expiration or termination of this Agreement.  Cruise Line shall retain this right to audit notwithstanding any assignment of this Agreement by Cruise Line.   

11. Termination 

1. Either party may terminate this Agreement upon thirty (30) days prior written notice if the other party has failed to perform or observe any material term or condition of this Agreement unless such default or breach can be and has been cured within that notice period. 

2. Any of the following acts or omissions by Port Agent shall be considered a material breach of this Agreement and grounds for immediate termination by Cruise Line pursuant to the provisions of this Section 11(b): 

1. Withholding payment of funds for port and government fees unless instructed by Cruise Line. 

2. Withholding funds for expenses related to port service providers unless instructed by Cruise Line. 

3. Use of Cruise Line’s funds for purposes not in the best interest of Cruise Line. 

4. Application of Cruise Line’s funds to any liability or obligation other than the specific liability or obligation for which Cruise Line has earmarked such funds. 

5. Service level below Cruise Line standards. 

6. Not providing timely invoices to Cruise Line in accordance with the terms of this Agreement. 

7. Abuse of the scope of authority to act in Cruise Line’s best interest when dealing with local authorities and service providers. 

8. Port Agent’s financial condition is such that Cruise Line believes, in its sole discretion, that Port Agent is no longer able to effectively perform its obligations hereunder. 

9. Making arrangements with third-party vendors to boost fees in vendor’s invoices to Cruise Line, or any other type of similar arrangements designed to “pad” charges paid or reimbursed by Cruise Line for the benefit of Port Agent or other vendors.   

10. A violation of Section 25 including but not limited to a violation of any applicable laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease. 

3. Either party may terminate this Agreement immediately upon written notice to the other party if:  

1. The non-terminating party shall admit in writing its inability to pay its debts or shall make a general assignment for the benefit of creditors; 

2. Any proceeding shall be instituted by the non-terminating party, or shall be instituted against the non-terminating party, seeking to adjudicate the non-terminating party a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, or recomposition of it, or its debts under any law relating to bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking appointment of a receiver, trustee, or other similar official for it, or for any substantial part of its properties; or 

3. The non-terminating party shall take any corporate action to authorize any of the actions set forth in this subparagraph. 

4. Cruise Line shall have the right to terminate this Agreement for convenience upon thirty (30) days prior written notice to Port Agent.   

5. In the event that this Agreement is terminated for any reason, Port Agent shall transition the Services to the subsequent port agent and/or service provider(s) in a cooperative, professional, and orderly manner to enable a smooth transition of all such services without interruption or hindrance to Cruise Line’s business. 

6. Upon any termination set forth above, Cruise Line shall have no further obligations under this Agreement. 

12. Vessels 

Port Agent acknowledges that Cruise Line, in its sole discretion and without liability to Port Agent, may change the itineraries of any of its vessels or remove any of them from service at any time.  Cruise Line may sell or charter any vessel to bona fide unaffiliated third parties, or otherwise remove the vessels from the cruise trade.  Upon such removal, this Agreement shall terminate with respect to any of Cruise Line’s rights or obligations relating to that vessel.  Reimbursement of the service fees incurred by the Port Agent before the notification of the removal of the vessels are owed by Cruise Line. 

13. Insurance 

1. Port Agent shall maintain, during the term of this Agreement and at its own expense, the following types of insurance bearing the characteristics and in the amounts specified below with insurers of recognized responsibility, licensed to do business in the applicable state/country, and having at least an AM Best’s rating of A 8, a Standard & Poor’s rating of A, or a Moody’s rating of A2.  If any work provided for or to be performed under this Agreement is subcontracted, Port Agent shall require the subcontractor(s) to maintain and furnish it with insurance equivalent to that which is required hereunder from Port Agent by Cruise Line. 

1. General liability insurance on a comprehensive basis, including contractual and marine liability, in an amount not less than $2,000,000 combined single limit. 

2. Business automobile liability insurance that includes coverage for owned, hired, leased, rented and non-owned vehicles for a minimum of $1,000,000 combined single limit per accident. 

3. Crime Insurance which covers at a minimum employee dishonesty with a minimum of $50,000 per occurrence, and/or Port Agent and any permitted subcontractor(s) agrees to indemnify Cruise Line for any theft or loss of property (for which they are legally liable) which occurs while such property is in Port Agent’s (or subcontractor’s) care, custody, or control. 

4. Worker’s Compensation and Employer’s Liability Insurance.  The coverage provide shall meet the following minimum standards: 

1. Workers’ Compensation – Statutory limits 

2. Employers’ Liability: 

Bodily Injury by Accident: $100,000 each accident 

Bodily Injury by Disease:  $500,000 policy limit 

Bodily Injury by Disease:  $100,000 each employee; and/or proof of government-funded coverage for work-related accidents. 

5. Protection and Indemnity coverage if Port Agent or any of its subcontractors is operating any vessels or other watercraft.  

6. If Services are provided in the U.S, U.S. Longshoreman and Harbor Workers coverage, and Maritime Employer’s Liability coverage. 

2. Port Agent will submit to Cruise Line a standard “ACORD” insurance certificate (or such other form as may be acceptable to Cruise Line) signed by an authorized representative of such insurance company(ies), certifying that the insurance coverage(s) required hereunder is (are) in effect for the purposes of this Agreement.  Said insurance certificate shall certify that prior to any cancellation or termination of such coverage(s) the insurance company will endeavor to provide at least thirty (30) days advance written notice to Cruise Line. 

3. All policies of Port Agent (and any permitted subcontractors, if applicable), except for Workers’ Compensation insurance, shall name Cruise Line and its subsidiaries and affiliates as Additional Insured as respects work performed under this Agreement.  Furthermore, all policies of Port Agent (and any permitted subcontractors, if applicable) shall provide a waiver of subrogation in favor of Cruise Line and its subsidiaries and affiliates. 

14. Indemnity 

As part of this Agreement, Port Agent agrees to protect, defend, indemnify, and hold harmless Cruise Line and its subsidiaries, affiliates, employees, officers, directors, and agents (hereinafter collectively referred to as the “Indemnitee”) against any and all claims, losses, expenses, or damages to persons or property, governmental charges or fines, attorneys’ fees, and any other expense reasonably incurred by the Indemnitee that may arise out of, or be caused in whole or in part by, any act, omission, negligence, or other wrongdoing of Port Agent in any way relating to the Services including any such acts, omission, negligence, or other wrongdoing of its parents, subsidiaries, affiliates, employees, officers, directors, and agents (hereinafter the “Indemnitor”) arising out the Agreement or Port Agent’s performance of, or failure to perform, the Services.  Indemnitor shall defend all suits brought upon such claims and bear all costs and expenses incidental thereto (including attorney’s fees), but the Indemnitee shall have the right, at its option, to participate at its own expense in the defense of any such suit without relieving the indemnifying party of any obligation hereunder.  This Section 14 shall survive the termination of this Agreement.   

In the event that the Indemnitor improperly fails or refuses to defend and/or indemnify the Indemnitee hereunder, in addition to all other obligations under this Agreement, and upon adjudication in favor of the Indemnitee, the Indemnitor shall be responsible for any and all fees, costs, and expenses incurred by the Indemnitee as a result of having to bring an action to resolve any dispute arising out of or related to this Agreement, including but not limited to reasonable attorneys’ fees.  

15. Limitation of Liability 

The parties agree that in the event either breaches this Agreement, neither party will be entitled to recover consequential, indirect, or special damages except as otherwise set forth herein. 

16. Liens  

Port Agent confirms that its entry into this Agreement is based solely upon the credit of Cruise Line and not based upon the credit on any of the vessels owned or operated by Cruise Line, its subsidiaries, affiliates and/or brands. Port Agent expressly waives any lien it might otherwise have on any such vessel(s).  Port Agent expressly waives any right to a maritime lien, and agrees that it, its parent, subsidiaries, affiliates, and related companies, and the owners, officers, directors, employees, agents and subcontractors thereof, will neither assert, prosecute, or execute a maritime lien on, initiate or pursue any actions in rem against, or otherwise encumber or take action that may affect title to (collectively, “encumbrance”), any vessel owned or operated by Cruise Line, its subsidiaries, affiliates, and/or brands for any matter arising from, related to, or in connection with this Agreement or from employment on the any such vessel, including under the Jones Act, and expressly waives any lien it might otherwise have had on any such vessel. Port Agent agrees to obtain the same waiver of lien, and express waiver of reliance on the credit of any vessel set forth in the first paragraph of this Section 16 from any subcontractor, or supplier used by Port Agent to perform its obligations arising from, related to, or in connection with this Agreement. 

Port Agent agrees to immediately remove any lien or encumbrance, or remedy any lien or encumbrance attempted or attempting to be asserted or prosecuted, including by Subcontractors, contrary to this Section 16. Port Agent shall immediately secure the release of any vessel from any arrest, attachment, or seizure that may arise in conjunction with any such liens waived or prohibited by this Section 16.  Port Agent further agrees to defend, indemnify, and hold the Cruise Line and its subsidiaries, affiliates, officers, directors, employees, and agents (each referred to herein as the “Indemnified Party”) harmless from and against any and all claims asserted by the holder or holders or purported holders of such liens and losses incurred by Cruise Line related thereto.  Port Agent further agrees to pay any and all legal fees and any other costs that may be incurred by the Indemnified Party directly or indirectly in securing the release of a vessel and/or in defending any such claim. This Section 16 shall survive expiration or termination of this Agreement.  

17. Subagents/ Third Party Vendors 

In the event Port Agent subcontracts any of the Services to a subagent or other third-party vendor, Port Agent shall contract directly with such subagents and vendors and shall at all times be solely responsible for the obligations and fees incurred thereunder (including after the termination of this Agreement).  Port Agent agrees to hold harmless and indemnify Cruise Line against any loss, liabilities, and expenses (including attorneys’ fees and costs) arising from any third-party claims, suits or proceedings which arise out of, or in the course of the performance of, any subagent or vendor contract.  This provision shall survive the termination of this Agreement. 

18. Relationship of the Parties 

The relationship of the parties to this Agreement shall be and at all times shall remain one of an independent contractor and the parties agree that this Agreement does not in any way create a partnership or joint venture relationship between Cruise Line and the Port Agent.  Except as may be specifically provided herein, Cruise Line reserves no control over Port Agent, or any of Port Agent’s employees, subordinates or associates as to how the Services to be rendered by Port Agent hereunder should be performed. 

Port Agent shall be solely responsible for all salaries, employee benefits, social security taxes, federal and state unemployment insurance and any and all similar expenses or taxes relating to Port Agent or its employees or agents.  Neither Port Agent nor its employees or agents shall be entitled to participate in, or to receive any benefits from Cruise Line employee benefit or welfare plans, specifically including but not limited to coverage under Cruise Line’s workers’ compensation program.  Neither Port Agent nor any of its employees or agents are employees of Cruise Line. 

19. Representations 

1. Each party warrants and represents that: 

1. It is duly organized, validly existing and in good standing. 

2. It has all necessary power and authority to execute and deliver this Agreement, and to perform its obligations under this Agreement. 

3. This Agreement constitutes a valid, legal, and binding obligation, enforceable against it, in accordance with its terms. 

4. The execution, delivery and performance of this Agreement will not constitute a violation of any law, rule, regulation, or court order applicable to it. 

5. It is adequately financed to meet any financial obligation it may be required to incur hereunder. 

6. It has obtained all licenses and permits as may be required by any competent governmental or administrative authority (collectively, the “Licenses”) to observe and perform the terms, covenants, conditions, and other provisions on its part to be observed or performed under this Agreement. 

7. It shall maintain the Licenses throughout the Term of this Agreement. 

8. It has obtained all necessary consents, permissions, or releases, and will timely make all payments to third parties that may be required to provide the Services as contemplated by the terms of this Agreement. 

2. Port Agent hereby warrants and represents to Cruise Line that:  

1. It has the experience, staff, skill, and authority to perform the Services; 

2. It is adequately financed to meet any financial obligation it may be required to incur hereunder; 

3. It has obtained all licenses and permits as may be required by any competent governmental or administrative authority (collectively, the “Licenses”) to observe and perform the terms, covenants, conditions, and other provisions on its part to be observed or performed under this Agreement; 

4. It shall maintain the Licenses throughout the Term of this Agreement; 

5. It has obtained all necessary consents, permissions, or releases, and will timely make all payments to third parties that may be required to provide the Services; 

6. There is no actual or potential conflict of interest between the Services to be performed by Port Agent under this Agreement and Port Agent’s family, business, financial or other interests, and Port Agent shall immediately notify Cruise Line of any actual or potential conflict of interest of which Port Agent becomes aware during the Term of this Agreement; 

7. It will not engage any employee of Cruise Line or any Cruise Line affiliate to perform any part of the Services; and 

8. It has no commitment, express or implied, with any other person, firm or corporation that is in conflict with the terms, conditions and understandings contained in this Agreement. 

20. Confidentiality 

The terms and conditions of this Agreement and any information and data of any nature including, but not limited to, proprietary, technical, business plans, customer lists, pricing information, operating plans and all record-bearing media containing or disclosing such information and techniques furnished by Cruise Line to Port Agent in connection with this Agreement shall be deemed confidential information and shall not be disclosed by Port Agent to any third party without Cruise Line’s prior written consent.  This provision shall survive the termination of this Agreement. 

21. Anti-Bribery Provision.   

This Section 21 may be unilaterally updated by Cruise Line without notice to Port Agent: Port Agent represents, warrants and agrees that it, its subcontractors and agents: (a) will comply with all anti-corruption laws applicable to its business operations; (b) has not and will not offer, promise, give or authorize the payment of anything of value (e.g. cash or cash equivalents, gifts, travel and entertainment, stock, offers of employment, etc.), directly or indirectly, to any Government Official with the intention of inducing him or her to engage in improper or unlawful conduct or to secure an improper business advantage; (c) has not and will not make facilitation payments or “grease payments” to Government Officials or others in a position of authority to expedite routine non-discretionary government or lawful actions (e.g. processing permits, visas and licenses, scheduling inspections, clearing customs, etc.); and (d) has not and will not offer, promise, give, request, receive or accept anything of value, directly or indirectly, to or from any person for the purpose of influencing, inducing or rewarding the improper performance of an act or decision. For purposes of this clause, the term “Government Official” means any (a) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise); (b) officer or employee of a public international organization; (c) political party or party official; (d) candidate for political office; or (e) other person acting in an official capacity.  Port Agent agrees that failure to comply with this Section will constitute a material breach of this Agreement. 

Port Agent hereby agrees to complete and submit to Cruise Line on a biennial basis Cruise Line’s Anti-Bribery Compliance Certification Form, upon request by Cruise Line. If Port Agent subcontracts any of the Services to a subagent pursuant to Section 17, Port Agent will notify, in writing, the subagent of the above Anti-Bribery Provision and obtain a written assent of the subagent of such provision. Where a written agreement exists between Port Agent and the subagent, Port Agent will include similar anti-bribery representations as a material term of that agreement. 

22. Fair Labor Practices 

This Section 22 may be unilaterally updated by Cruise Line without notice to Port Agent: Cruise Line is committed to ensuring that its workers and employees and those of its contractors and suppliers be treated with dignity and respect, and in accordance with fundamental fair labor principles as recognized by the International Labor Organization core conventions on Labor Rights. Accordingly, Hotel agrees that it: (a) shall not use forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise; (b) shall not use any child labor; (c) should treat its employees with respect and dignity and shall not subject them to any physical, sexual, psychological, or verbal harassment or abuse; (d) shall not discriminate in respect of employment and occupation and shall be committed to attracting and developing a diverse, motivated, and dedicated workforce without regard to race, color, age, religion, gender, sexual orientation, and disability; (e) shall provide its employees safe and healthy working environment with opportunities to express their opinions without fear of retaliation; (f) shall recognize and respect the right of its employees to freedom of association and collective bargaining; (g) shall guarantee that its employees receive fair compensation and benefits in accordance with applicable law and/or union negotiated agreements; and (h) shall not require its employees to work more than legally permitted limits. 

23. OFAC/ Export Control 

This Section 23 may be unilaterally updated by Cruise Line without notice to Port Agent: For purposes of this provision, “Economic Sanctions” means (a) prohibitions and asset-blocking requirements implemented pursuant to the U.S. Trading with the Enemy Act, the U.S. International Emergency Economic Powers Act, and related executive orders and regulations, including prohibitions against commercial and financial transactions with Cuba, Iran, North Korea, Syria, the Crimea, Donetsk and Luhansk regions, the Government of Venezuela, and with Persons and property named on the U.S. Department of the Treasury’s Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons; and (b) prohibitions and asset-blocking requirements authorized under regulations or measures implemented by His Majesty’s Treasury, the European Union and its Member States. For purposes of this Section, “Person” means an individual, group, organization, entity, or similar. The aforementioned prohibition includes, without limitation, procuring goods or services for or on behalf of Cruise Line that originate in a country, and/or from a Person, targeted by Economic Sanctions.  

24. Due Diligence 

This Section 24 may be unilaterally updated by Cruise Line without notice to Port Agent: Cruise Line conducts appropriate due diligence of Cruise Line port agents.  Port Agent shall comply with Cruise Line’s due diligence procedures as instructed by Cruise Line.  All information provided by Port Agent in connection with the due diligence procedures shall be complete, truthful, and accurate, and Port Agent agrees to inform Cruise Line if any responses to Cruise Line’s due diligence inquiries change during the term of this Agreement.  Port Agent shall require its subagents performing Services in connection with this Agreement to comply with and complete Cruise Line’s due diligence procedures or other similar vetting process chosen by Port Agent that is previously approved by Cruise Line.  Port Agent shall notify Cruise Line of any red flags identified during the due diligence process. 

If, through the due diligence process or through performance of the subcontracted services, Port Agent knows, reasonably suspects or has reason to believe that the subagent is being or has been investigated, charged, prosecuted or convicted for bribery, corruption, or fraud or violation of applicable anti-bribery laws and regulations, including, but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, Port Agent shall immediately notify Cruise Line and discontinue use of the subagent.   

25. Public Health Requirements, Acknowledgements, and Release 

1. This Section 25 may be unilaterally updated by Cruise Line without notice to Port Agent: Port Agent shall comply with all laws, regulations, codes, or ordinances established by an applicable governmental authority having jurisdiction over its Services under the Agreement including but not limited to any laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease, and shall ensure that its employees and subcontractors also comply, including but not limited to training requirements.   

2. Port Agent shall develop a COVID-19 plan and protocols for its workplace and workforce, including sanitation protocols, work protocols, use of personal protective equipment (“PPE”), social distancing requirements, and training of their personnel on such requirements, laws, regulations, codes, ordinances, or guidelines.  Port Agent shall establish and implement a system for notifying employees, subcontractors, vendors, and others with whom its employees come in contact of workplace exposures to SARS-CoV-2/COVID-19 and suspected or confirmed cases so that they can take personal actions to protect their health and safety. 

3. Port Agent acknowledges and agrees that compliance with any laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease may be audited by Cruise Line at any time, and a breach of any term of this Section 25 shall constitute a material breach of the Agreement, allowing Cruise Line to terminate the Agreement immediately. 

4. Port Agent acknowledges that being near others increases a person’s chances of getting infected with SARS-CoV-2/COVID-19 and potentially other communicable diseases.  Port Agent further acknowledges that Cruise Line has put in place preventative measures to reduce the spread of the SARS- CoV-2/COVID-19, but Cruise Line cannot guarantee that Port Agent’s employees or agents will not become infected with COVID-19.  Port Agent and its employees and agents assume these risks of providing services under this Agreement, and Port Agent acknowledges that the risk of becoming exposed to and/or infected by SARS- CoV-2/COVID-19 may result from the actions, omissions, or negligence of its employees or agents.  Port Agent hereby releases and agrees to hold harmless Cruise Line and its affiliates, officers, directors, employees, and agents for any and all causes of action, claims, demands, damages, costs, and expenses related to SARS- CoV-2/COVID-19 that may arise in connection with the Services provided under this Agreement. 

5. Port Agent is responsible for all costs related to compliance with this Section 25. 

26. Data Privacy 

1. This Section 26 may be unilaterally updated by Cruise Line without notice to Port Agent: The parties recognize that the provisions of Data Protection Legislation (as hereinafter defined) apply to activities undertaken pursuant to each party meeting their obligations under this Agreement. The parties agree to comply with the terms and conditions set forth in the Controller to Processor (C2P) / Controller to Controller (C2C) Schedule, incorporated by reference into this Agreement through the Order Form which is attached to the Special Terms, and to keep the Order Form up to date. Each party undertakes to comply with all requirements of Data Protection Legislation applicable to it, its staff, and its subcontractors.  Port Agent agrees to ensure that it, its staff, and subcontractors at all times store, transfer and process data in accordance with the requirements of the RCG Information Security Schedule found here: https://www.royalcaribbeangroup.com/dpa/infosec/ 

2. If the Port Agent fails to adhere to the requirements in this Section 26, the Port Agent shall defend, indemnify, and hold RCG harmless from and against any Losses (as defined herein) that RCG and/or members of its group may incur arising out of or related to Port Agent failure to adhere with these conditions. The term “Losses” means any fines, penalties, charges, costs, expenses, compensation, damages, and fees (including attorneys’ fees). RCG reserves the right as a condition of this Agreement to require Port Agent to enter into a separate data processing agreement on terms that may include special provisions relating to the treatment of personal data. 

3. The terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with the GDPR (defined below). 

“Data Protection Legislation” means, in each case to the extent applicable to activities undertaken in connection with this Agreement: (i) Regulation (EU) 2016/679; and (ii) UK GDPR (the “GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act (the “CCPA”) and any other legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data, data protection and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities.  

27. A.D.A. Compliance (Applies to U.S. Port Agents) 

Cruise Line is subject to the requirements of the U.S. Department of Transportation Final Rule ‘Transportation for Individuals with Disabilities: Passenger Vessels’, 49 Code of Federal Register Part 39 (the “ADA Rule”). The ADA Rule is intended to ensure nondiscrimination of guests by passenger RCGs on the basis of disability in accordance with the Americans with Disabilities Act. Under the terms of the ADA Rule, Cruise Line must ensure that any contractor or other person that provides services to Passengers or whose services affect Passengers meets the applicable requirements of the ADA Rule to the same extent as if Cruise Line was providing the service itself. Accordingly, and as an express condition to Cruise Line’s entering into the Agreement, Port Agent hereby represents that it is familiar with the requirements of the ADA Rule as they apply to its services and hereby covenants and agrees that it shall comply with all applicable provisions of the ADA Rule when providing services to Passengers or providing services that affect Passengers or when performing services on behalf of Passengers or prospective Passengers of Cruise Line. Pursuant to Section 8(f), Cruise Line may inspect Port Agent’s facilities and operations to verify Port Agent’s compliance with this Section. If the inspection reveals noncompliance by the Port Agent and the Port Agent does not implement corrective action to the satisfaction of Cruise Line, then Cruise Line may terminate the Agreement effective immediately upon written notice. Failure by Port Agent to comply with the ADA Rule or this Section shall constitute a material breach by Port Agent of the Agreement and Port Agent shall indemnify, defend and hold the Indemnitees harmless from any and all claims, costs, expenses and liabilities suffered by the Indemnitee(s) as a result of such noncompliance. 

28. Miscellaneous 

1. Governing Law; Arbitration.  Any disagreement regarding the interpretation or the operation of this Agreement shall be determined by final and binding arbitration under the rules of the American Arbitration Association (“AAA”).  The arbitration shall be conducted in Miami, Florida before a panel of three arbitrators.  One arbitrator shall be selected by each of the parties and the third arbitrator shall be selected by the two arbitrators designated by the parties.  Each Party shall bear its own costs and expenses in preparing for and participating in the arbitration hearing except that each Party shall pay one-half of the compensation payable to the arbitrators, one-half of any fees to the AAA and one-half of any other costs related to the hearing proceedings.  The arbitration award shall be in accordance and consistent with applicable and governing laws of the State of Florida, and shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction. 

2. Assignment.  Port Agent shall not assign or otherwise transfer, either explicitly or by operation of law, any right or interest in this Agreement nor delegate any duty owed hereunder without the express written consent of Cruise Line.  Any such attempted assignment or delegation shall be wholly void and totally ineffective for all purposes.  Any change in control of Port Agent, whether by merger, stock, or asset acquisition, or otherwise, will be deemed to be an attempted assignment of this Agreement and will be grounds for termination.  Any attempted assignment or transfer by Port Agent without Cruise Line’s prior written consent, whether voluntary or involuntary, is void and grounds for termination of this Agreement with immediate effect.  Cruise Line may, however, without Port Agent’s consent, transfer or assign this Agreement. 

3. Compliance with Laws and Regulations.  Port Agent shall comply with all laws, regulations (including EU Regulation 1177/2010), codes or ordinances established by the governmental and administrative authorities that govern or apply to Port Agent’s performance under the Agreement including but not limited to any laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or other communicable disease and shall ensure that its employees and subcontractors also comply. 

4. Invalidity of Provision.  If any provision of this Agreement is invalidated or voided by operation of law, all remaining terms and conditions will remain binding and the Agreement enforceable, unless such change materially alters this Agreement.  If such material alteration occurs, the parties hereto may either terminate this Agreement and be excused from all remaining responsibilities and obligations or enter into a new agreement. 

5. Waiver.  A failure or delay by any party to require strict performance or enforcement of any provision of this Agreement or a previous waiver or forbearance by such party to any performance or provision shall in no way constitute or be construed as a waiver or continuing waiver of any provision of this Agreement by such party. 

6. Headings.  The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms of this Agreement. 

7. Notices. All notices, request, demands or other communications hereunder will be deemed given upon delivery and will be delivered personally or sent by overnight mail, facsimile or certified mail, return receipt request, to the parties at the addresses for each party set forth in the preamble to this Agreement.  For notices sent to Cruise Line, a copy shall be sent to: 

General Counsel 

1050 Caribbean Way 

6^th Floor 

Miami, FL  33132-2096 

8. Entire Agreement; Modification.  This written Agreement, including the Special Terms, and any Exhibits hereto, constitutes the entire Agreement between the parties.  All prior negotiations, agreements, proposals, statements, understandings, and communications, whether written or oral, are merged in this Agreement and superseded by it.  There are no representations, warranties, or obligations by any party to the other except those set forth in this Agreement.  Except as expressly provided herein, the terms of this Agreement may not be waived, altered, modified, amended, or supplemented in any manner whatsoever except by a written document duly executed by both Cruise Line and Port Agent. 

9. Supplier Management System; Fee(s).  Port Agent consents to registration with, and monitoring on, Cruise Line’s third-party supplier management system.   

SUPPORTING DOCUMENTATION GUIDELINES 

For reimbursement of Port Operations expenses, Port Agent must follow the below guidelines.  Failure to do so will delay reimbursement of all or some of the disbursement account (DA) Port Agent submits, and may result in rejection of the submission. 

Cruise Line strongly recommends that Port Agent contact its designated Port Operations point of contact to obtain guidance on documentation requirements, and what may or may not be acceptable, prior to submission of DA with the expense(s) in question.  Doing so will help avoid unnecessary delays in reimbursement of submitted expenses. 

For each expense, an invoice must be submitted: 

1. Each invoice line item must be fairly and accurately described with a clear and legible description of the service and expense/charge.  

2. The description and amount of the expense/charge must match what is on the service provider invoice/receipt. 

3. If the invoice and/or supporting documentation are not made available in English, the Port Agent must provide a translation. 

4. All invoice line items and supporting documentation must be reviewed by the Port Agent for “red flags” such as cash payments, facilitation payments, etc. to ensure compliance with Cruise Line anti-bribery policies, UK Bribery Act, FCPA and other existing anti-bribery laws. 

5. All expenses must be supported with an invoice or receipt from the original service provider. 

6. The invoice should provide a detailed description of the services rendered and a calculation of charges for such services. 

7. All expenses must be supported by law, regulation, rule, order, rate sheet, other official documentation, or documented steps taken to validate the charge directly with the service provider. 

8. Invoices, vouchers, receipts, and other documentation should contain the service provider’s letterhead, or address and other contact information for the original service provider.  

9. Invoices for Government expenses may contain a stamp from the government agency to help validate the charge/expense and distinguish it from charges/expenses originating from the Port Agent. 

10. Invoices, receipts, and other documentation created by the Port Agent are not acceptable as support for reimbursement of expenses paid if the services were not provided by the Port Agent. 

11. All charges and expenses related to transportation, lodging and/or meals must be supported by invoices/receipts from the service provider (e.g., hotel, airline, restaurant, etc.). 

12. Fees for services performed by the Port Agent must be supported by an agency invoice/receipt, including a detailed description of the services rendered and a calculation of the expenses charged for such services. 

13. Quality of the invoice and supporting documents should be checked to ensure they are legible.