conversations.from: human
conversations.value: Give me more for this agreement: TRANSPORTATION SERVICES AGREEMENT
  THIS MARINE TRANSPORTATION AGREEMENT (this "Agreement") is executed this 23rd day of December, 2003, by and between Martin Operating Partnership L.P., a Delaware limited partnership ("Owner"), and Midstream Fuel Service LLC, an Alabama limited liability company ("Charterer"), in order to evidence the agreement of such parties with respect to Owner's provision of marine transportation services with respect to #2 fuel oil and high sulfur diesel on board its marine vessels under the following terms and conditions.
   1. TERM; TERMINATION
  The initial term of this Agreement shall be for 3 years (the "Initial Term") commencing on the date first set forth above (the "Commencement Date") and ending on the 3rd anniversary of the Commencement Date. This Agreement will automatically renew for successive one year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Charterer or Owner elects not to renew this Agreement by providing the other party with written notice of such election 30 days prior to the expiration of the Initial Term or Renewal Term, as applicable, at which point this Agreement will automatically terminate.
  Within 30 days of the end of the Initial Term, and within 30 days of the end of each Renewal Term, both parties hereto shall have the right renegotiate the fee specified below for the use of the vessels. If no such agreement on such fee is reached by such parties by the commencement of a Renewal Term, this Agreement shall automatically terminate.
conversations.from: assistant
conversations.value: Either party hereto shall have the right to terminate this Agreement in the event of a breach by the other party of its obligations hereunder, subject to 10 days prior written notice of such breach given by the non-breaching party to the breaching party and the opportunity for such breaching party to cure such breach during such 10 day period. Upon any such termination, this Agreement shall thereafter have no further force or effect except as to already accrued rights and obligations, which shall continue until satisfied. 2. GENERAL TERMS
  During the Term, Charterer agrees that Owner will be the sole and exclusive provider of marine transportation services for #2 fuel oil and high sulfur diesel owned by Charterer or owned by others and in transit for sale to Charterer so long as Owner has the required equipment available. Owner shall at all times provide sufficient and proper equipment for Charterer's performance of such transportation. Said equipment shall be manned, equipped, supplied and operated by Owner. The master and crew of said vessels shall be fully qualified, experience and, where necessary, certified and licensed. Owner agrees that said equipment shall be maintained in a seaworthy, staunch, tight and suitable condition and, to the best of Owner's knowledge, in compliance with all applicable laws and regulations.
  In connection with its use of any vessel, Charterer will follow Owner's normal scheduling, loading and offloading protocols established from time to time, subject to Owner's obligations set forth in this Agreement.
  1
conversations.from: human
conversations.value: More spans: TRANSPORTATION SERVICES AGREEMENT THIS MARINE TRANSPORTATION AGREEMENT (this "Agreement") is executed this 23rd day [spans 1] L. P. , a Delaware limited partnership [spans 2] Owner's provision of marine transportation services with respect to #2 fuel oil and high sulfur diesel on board its marine [spans 3] conditions.1. TERM; TERMINATION The initial term of [spans 4] Date. This Agreement will automatically renew for successive one year terms [spans 5] providing the other party with written notice of such election 30 days prior to the expiration of the Initial Term [spans 6] terminate. Within 30 days of the [spans 7] the vessels. If no such agreement on such fee is reached by such parties by the commencement of a Renewal Term, this Agreement [spans 8] terminate. Either party hereto shall have the right to terminate this Agreement in the event of a breach by the other party of its obligations hereunder, subject to 10 days prior written notice of such breach given by the non-breaching party to the breaching party and the opportunity for such breaching party to cure such [spans 9] period. Upon any such termination, this Agreement shall thereafter have no further force or effect except as to already accrued rights [spans 10] satisfied.2. GENERAL TERMS During the Term, Charterer agrees that Owner will be the sole and exclusive provider of marine transportation services for [spans 11] by others and in transit for sale to Charterer so [spans 12].
conversations.from: assistant
conversations.value: spans 1: of December, 2003, by and between Martin Operating Partnership 
  spans 2: ("Owner"), and Midstream Fuel Service LLC, an Alabama limited liability company ("Charterer"), in order to evidence the agreement of such parties with respect to 
  spans 3: vessels under the following terms and 
  spans 4: this Agreement shall be for 3 years (the "Initial Term") commencing on the date first set forth above (the "Commencement Date") and ending on the 3rd anniversary of the Commencement 
  spans 5: (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Charterer or Owner elects not to renew this Agreement by 
  spans 6: or Renewal Term, as applicable, at which point this Agreement will automatically 
  spans 7: end of the Initial Term, and within 30 days of the end of each Renewal Term, both parties hereto shall have the right renegotiate the fee specified below for the use of 
  spans 8: shall automatically 
  spans 9: breach during such 10 day 
  spans 10: and obligations, which shall continue until 
  spans 11: #2 fuel oil and high sulfur diesel owned by Charterer or owned 
  spans 12: long as Owner has the required equipment available
conversations.from: human
conversations.value: What could be the completion of this text: Owner shall at all times provide sufficient and proper equipment for Charterer's performance of such transportation. Said equipment shall be manned, equipped, supplied and ...
conversations.from: assistant
conversations.value: Completed pargraph(s): operated by Owner.
conversations.from: human
conversations.value: More words: The master and crew of said vessels [words 1] fully qualified, experience and, where necessary, certified and licensed. [words 2] equipment shall be maintained in a seaworthy, staunch, tight [words 3] the best of Owner's knowledge, in compliance with all [words 4] regulations. In connection with its use [words 5] Owner's normal scheduling, loading and offloading [words 6] time to time, subject to Owner's [words 7] forth in this Agreement.1 3.
conversations.from: assistant
conversations.value: words 1: shall be 
  words 2: Owner agrees that said 
  words 3: and suitable condition and, to 
  words 4: applicable laws and 
  words 5: of any vessel, Charterer will follow 
  words 6: protocols established from 
  words 7: obligations set
conversations.from: human
conversations.value: What could be the completion of this text: RATE Charterer agrees to pay to Owner a fee of $______ per gallon of product transported. Owner will invoice such fees to Charterer on a monthly basis and Charterer will pay such invoiced amounts within 30 days of invoice date. The fee stated above, unless otherwise adjusted by the parties pursuant to Section 1 above, shall be adjusted annually (both upward and downward), by ...
conversations.from: assistant
conversations.value: Completed pargraph(s): a factor equal to the amount of increase or decrease, as the case may be, in the Consumer Price Index for the immediately proceeding month of November, over the Consumer Price Index for November of the preceding year. For purposes hereof, the term "Consumer Price Index" shall mean the "Consumer Price Index for Urban Wage Earners and Clerical Workers (1967=100)" specified for "All Items.
conversations.from: human
conversations.value: More words: United States" compiled by the Bureau [words 1] United States Department of Labor (the "Index"). [words 2] event the Consumer Price Index shall be [words 3] a different standard reference base or otherwise [words 4] change shall be made with the [words 5] formula or table for converting the Consumer Price [words 6] published by the Bureau of Labor [words 7] or, if said Bureau shall not [words 8] as shall be reasonably determined by [words 9] parties.4. LOAD AND DISCHARGE The Load Port shall be [words 10] in the U.S. Gulf of Mexico. The [words 11] the Owner's terminals located at Venice, LA; Port [words 12] LA; Cameron, LA; Sabine Pass, TX; Beaumont, TX; Galveston, TX; [words 13] O'Connor, TX; and Harbor Island, TX.5.
conversations.from: assistant
conversations.value: words 1: of Labor Statistics of the 
  words 2: In the 
  words 3: converted to 
  words 4: revised, the determination of the percentage 
  words 5: use of such conversion factor, 
  words 6: Index as may be 
  words 7: Statistics 
  words 8: publish the same, then 
  words 9: the 
  words 10: FOB Refinery Offtake 
  words 11: Discharge Port shall be at 
  words 12: Forrochon, LA; Berwick, LA; Intracoastal City, 
  words 13: Houston, TX; Freeport, TX; Port
conversations.from: human
conversations.value: More words: TITLE TO PRODUCT Title to all [words 1] at all times in the name of the Charterer. The Charterer agrees not to tender for load any product injurious [words 2] or which product would render the [words 3] of similar product.6. ASSIGNMENT Neither party shall assign this Agreement without the express written consent of the other party.7. ENTIRE AGREEMENT This Agreement shall constitute the entire agreement concerning [words 4] parties superseding all previous agreements, negotiations and representations made prior or [words 5] hereof. This Agreement shall be modified or [words 6] by written agreement executed by both parties hereto.8. GOVERNING LAW This [words 7] construed in accordance with the laws of [words 8] Texas.9. ADDITIONAL TERMS The "Additional Terms" attached hereto as [words 9] into this Agreement by this reference.2 IN WITNESS WHEREOF, the [words 10] as of the date first set forth above. MARTIN OPERATING PARTNERSHIP L. P. By: [words 11] GP LLC, Its General Partner By: [words 12] L. P.
conversations.from: assistant
conversations.value: words 1: product handled shall remain 
  words 2: to the vessels 
  words 3: vessels unfit, after cleaning, for the proper storage 
  words 4: the subject hereof between the 
  words 5: contemporaneous to the date 
  words 6: amended only 
  words 7: Agreement shall be governed by and 
  words 8: the State of 
  words 9: Exhibit A shall be deemed to be incorporated 
  words 10: parties have executed this Agreement 
  words 11: Martin Operating 
  words 12: Martin Midstream Partners
conversations.from: human
conversations.value: More words: Its Sole Member By: Martin Midstream GP ... S. MARTIN Ruben S. Martin Chief ... Officer and President MIDSTREAM FUEL SERVICE LLC By: ... Management Corporation, its Sole Member By: /s/ ... S. MARTIN Name: Ruben S.
conversations.from: assistant
conversations.value: words 1: LLC, Its General Partner By: /s/ RUBEN 
  words 2: Executive 
  words 3: Martin Resource 
  words 4: RUBEN
conversations.from: human
conversations.value: More spans: Martin Title: Chief Executive Officer and President 3 ADDITIONAL TERMS These additional terms are deemed to be incorporated by [spans 1].
conversations.from: assistant
conversations.value: spans 1: reference into this Agreement.1
conversations.from: human
conversations.value: More words: INVOICING & PAYMENT. All monthly Owner invoices to Charterer for rates ... items will be paid by Charterer ... of invoice date in accordance with Owner's normal payment protocols, which will be specified in the applicable ...
conversations.from: assistant
conversations.value: words 1: and cost 
  words 2: within 30 days 
  words 3: invoice
conversations.from: human
conversations.value: What could be the completion of this text: Each monthly invoice shall be itemized to include ...
conversations.from: assistant
conversations.value: Completed pargraph(s): charges by applicable vessel by day.2. DEMISE OF CHARTER.
conversations.from: human
conversations.value: More spans: The Master of an applicable vessel, although appointed by and in the employ of Owner and subject to Owner's direction and control, shall observe the reasonable instructions of Charterer in connection with Charterer's transportation needs under this Agreement; [spans 1] CHARTERER OR AS VESTING CHARTERER WITH [spans 2] VESSEL.3. POLLUTION PREVENTION.
conversations.from: assistant
conversations.value: spans 1: PROVIDED, HOWEVER, THAT NOTHING IN THIS CLAUSE OR ELSEWHERE IN THIS AGREEMENT SHALL BE CONSTRUED AS CREATING A DEMISE OF THE APPLICABLE VESSEL TO 
  spans 2: ANY CONTROL OVER THE PHYSICAL OPERATION OR NAVIGATION OF THE APPLICABLE
conversations.from: human
conversations.value: What could be the completion of this text: Owner will, in the case of an escape or discharge of products or threat of escape or discharge of same from the applicable vessel into the navigable waters of the United States, promptly undertake such measures as are reasonably necessary or which may be required by applicable laws, rules and regulations to mitigate the resultant pollution damage; provided, however, that Charterer may at its option, and upon notice to Owner and on the conditions hereinafter set forth, undertake such measures. Charterer shall keep Owner ...
conversations.from: assistant
conversations.value: Completed pargraph(s): advised of any such measures to be undertaken by it under such circumstances. Any of such measures actually undertaken by Charterer shall be at Owner's expense (except to the extent that such escape or discharge was caused or contributed to by Charterer). If Owner believes that any such measures undertaken by Charterer should not be undertaken or should be discontinued, Owner may so notify Charterer and thereafter Charterer, if it elects to continue such measures, shall do so at its own risk and expense.
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  4. INDEMNITY. Owner covenants and agrees to fully defend, protect, indemnify and hold harmless Charterer and its affiliates from and against each and every claim, demand, cause of action, liability, damage, cost or expense (including, but not limited to, reasonable attorney's fees and expenses incurred in the defense of Charterer), resulting from any damage to property or injury or death to persons caused, directly or indirectly, by Owner's acts or omissions in connection with Owner's provision of marine transportation services hereunder, except to the extent caused, directly or indirectly, by the acts or omissions of Charterer.
  Charterer covenants and agrees to fully defend, protect, indemnify and hold harmless Owner and its affiliates from and against each and every claim, demand, cause of action, liability, damage, cost or expense (including, but not limited to, reasonable attorney's fees and expenses incurred in the defense of Owner), resulting from any damage to property or injury or death to persons caused, directly or indirectly, by Charterer's acts or omissions in connection with Charterer's use of marine transportation services hereunder, except to the extent caused, directly or indirectly, by the acts or omissions of Owner.
  The foregoing indemnities shall expressly exclude any liability for consequential, punitive, special or similar damages, including, without limitation, lost profits.
conversations.from: assistant
conversations.value: 3. POLLUTION PREVENTION. Owner will, in the case of an escape or discharge of products or threat of escape or discharge of same from the applicable vessel into the navigable waters of the United States, promptly undertake such measures as are reasonably necessary or which may be required by applicable laws, rules and regulations to mitigate the resultant pollution damage; provided, however, that Charterer may at its option, and upon notice to Owner and on the conditions hereinafter set forth, undertake such measures. Charterer shall keep Owner advised of any such measures to be undertaken by it under such circumstances. Any of such measures actually undertaken by Charterer shall be at Owner's expense (except to the extent that such escape or discharge was caused or contributed to by Charterer). If Owner believes that any such measures undertaken by Charterer should not be undertaken or should be discontinued, Owner may so notify Charterer and thereafter Charterer, if it elects to continue such measures, shall do so at its own risk and expense.
conversations.from: human
conversations.value: Swap the first and the last sentence.
conversations.from: assistant
conversations.value: If Owner believes that any such measures undertaken by Charterer should not be undertaken or should be discontinued, Owner may so notify Charterer and thereafter Charterer, if it elects to continue such measures, shall do so at its own risk and expense. POLLUTION PREVENTION. Owner will, in the case of an escape or discharge of products or threat of escape or discharge of same from the applicable vessel into the navigable waters of the United States, promptly undertake such measures as are reasonably necessary or which may be required by applicable laws, rules and regulations to mitigate the resultant pollution damage; provided, however, that Charterer may at its option, and upon notice to Owner and on the conditions hereinafter set forth, undertake such measures. Charterer shall keep Owner advised of any such measures to be undertaken by it under such circumstances. Any of such measures actually undertaken by Charterer shall be at Owner's expense (except to the extent that such escape or discharge was caused or contributed to by Charterer). 3.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: 5. COMPLIANCE WITH LAW; INSURANCE: During the Term of this Agreement, Owner shall comply in all material respects with applicable laws, including, without limitation applicable environmental, health, safety and financial responsibility laws, rules and regulations, applicable to the use of the Vessel for bulk crude oil or finished lubricating products transportation. Owner covenants that it will maintain at all times during the Term of this Agreement insurance coverage for sudden and accidental pollution of $500,000,000.
  4
  6. CHARTERER'S REPRESENTATIVES: Charterer's representatives may board any vessel used under this Agreement at any convenient place to observe cargo-handling operations, to inspect logs and certificates, and to confirm that Owner is fulfilling its obligations under this Agreement.
  7. DRUG & ALCOHOL ABUSE POLICY: Owner warrants that it will maintain and enforce at all times during the Term of this Agreement a drug and alcohol abuse policy applicable to the vessels which complies in all material respects with the minimum standards promulgated by the U.S. Coast Guard.
  8. CONDITION OF EQUIPMENT: Owner shall, before and at commencement of each voyage by any vessel under this Agreement, exercise commercially reasonable efforts to ensure that such vessel is seaworthy and in good operating condition, properly manned, equipped and supplied for the voyage, to ensure that the pipes, pumps and coils tight, staunch, are in good operating condition and fit for the voyage, and to ensure that the tanks and other spaces in which product is to be carried are in good operating condition and fit for the carriage and preservation of the same. To the extent required by applicable law, Owner will maintain at all times during the Term of this Agreement a valid and subsisting certificate or other permit issued by the U.S. Coast Guard (or other governmental bureau or department having jurisdiction) approving the applicable vessel for the transportation and carriage of inflammable liquids.
  9. SUBLET: Charterer shall not be permitted to sublet the use of any vessels to any third party.
  10. FORCE MAJEURE: The vessels, their captains and Owner shall not, unless otherwise in this Agreement expressly provided, be responsible for any loss or damage arising or resulting from: any act, default or barratry of the captain, pilots, mariners, or other servants of Owner in the navigation or management of such vessel; fire, unless caused by the personal design or neglect of Owner; collision, stranding or peril, danger or accident of navigable waters; saving or attempting to save life or property; wastage in weight or bulk, or any other loss or damage arising from inherent defect, quality or vice of the cargo; any act or omission of Charterer, Owner, any other shipper or any consignee of the cargo, their agents or representatives; insufficiency or inadequacy of marks; explosion, bursting of boilers, breakage of shafts, or any latent defect in hull, equipment or machinery; unseaworthiness of any vessel unless caused by want or due diligence on the part of Owner to make such vessel seaworthy or to have it properly manned, equipped and supplied; or from any other cause of whatsoever kind arising without the actual fault of Owner. And neither the vessels, their captains or Owner, nor the Charterer, shall, unless otherwise in this Agreement expressly provided, be responsible for any loss or damage or delay or failure in performing hereunder arising or resulting from; act of God, act of war; act of public enemies, pirates or assailing thieves; acts of terrorism; arrest or restraint of princes, rulers of people, or seizure under legal process provided bond is promptly furnished to release such vessel or cargo; strike or lockout or stoppage or restraint of labor from whatever cause, either partial or general, or riot or civil commotion.
  5
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: MARINE TRANSPORTATION AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Midstream Fuel Service LLC
  * Charterer
  * Owner
  * Martin Operating Partnership L.P.
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 23rd day of December, 2003
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: 23rd day of December, 2003
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: The initial term of this Agreement shall be for 3 years (the "Initial Term") commencing on the date first set forth above (the "Commencement Date") and ending on the 3rd anniversary of the Commencement Date.
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: This Agreement will automatically renew for successive one year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Charterer or Owner elects not to renew this Agreement by providing the other party with written notice of such election 30 days prior to the expiration of the Initial Term or Renewal Term, as applicable, at which point this Agreement will automatically terminate.
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: This Agreement will automatically renew for successive one year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Charterer or Owner elects not to renew this Agreement by providing the other party with written notice of such election 30 days prior to the expiration of the Initial Term or Renewal Term, as applicable, at which point this Agreement will automatically terminate.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. During the Term, Charterer agrees that Owner will be the sole and exclusive provider of marine transportation services for #2 fuel oil and high sulfur diesel owned by Charterer or owned by others and in transit for sale to Charterer so long as Owner has the required equipment available.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. 
  * Neither party shall assign this Agreement without the express written consent of the other party.
  * Charterer shall not be permitted to sublet the use of any vessels to any third party.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. The foregoing indemnities shall expressly exclude any liability for consequential, punitive, special or similar damages, including, without limitation, lost profits.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: Owner shall, before and at commencement of each voyage by any vessel under this Agreement, exercise commercially reasonable efforts to ensure that such vessel is seaworthy and in good operating condition, properly manned, equipped and supplied for the voyage, to ensure that the pipes, pumps and coils tight, staunch, are in good operating condition and fit for the voyage, and to ensure that the tanks and other spaces in which product is to be carried are in good operating condition and fit for the carriage and preservation of the same.
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: Yes. Owner covenants that it will maintain at all times during the Term of this Agreement insurance coverage for sudden and accidental pollution of $500,000,000.
conversations.from: human
conversations.value: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
conversations.from: assistant
conversations.value: No.