MSRC

MARINE SPILL RESPONSE CORPORATIONSERVICE AGREEMENTSTANDARD FORM OF WSMC MEMBER MSRC SERVICE AGREEMENT
as of December 16, 2013
betweenthe COMPANY,
a WSMC Member
andMARINE SPILL RESPONSE CORPORATION,a Tennessee nonprofit corporation

MARINE SPILL RESPONSE CORPORATIONSERVICE AGREEMENTTABLE OF CONTENTS

Page Number
PARTIES AND BACKGROUND ......................................................................................... 1
ARTICLES ............................................................................................................................. 1
ARTICLE I. CALL-OUT ...................................................................................................... 1
1.01 Call-Out of Resources ...................................................................................................... 1
1.01(a) Alert................................................................................................................. 1
1.01(b) Call-Out Process ............................................................................................. 1
1.02Deleted ............................................................................................................................... 1
1.03 Mobilizing MSRC Response Resources .......................................................................... 1
ARTICLE II. CAPABILITIES............................................................................................. 1
2.01. Resource Availability...................................................................................................... 22.01(a) Oil Spill Event Outside WSMC Operational Area or Not Involving
a Covered Facility or Covered Vessel .......................................................................... 22.01(b) Responder Immunity...................................................................................... 22.01(c) Deleted ........................................................................................................... 22.01(d) Conflicting Requests ....................................................................................... 2
2.02 Changes in Resources Offered ......................................................................................... 2
ARTICLE III. ROLES AND PROCEDURES FOR RESPONSEPERFORMANCE ................................................................................................................. 2
3.01 Responsibilities of COMPANY and Covered Entity....................................................... 2
3.01(a) General Management and Overall Direction .................................................. 2
3.01(b) Care of Resources ........................................................................................... 3i3.02 Responsibilities of MSRC ............................................................................................... 33.02(a) Operational Supervision ................................................................................... 33.02(b) Initial Coordination and Communication ....................................................... 33.02(c) Governmental Directions ................................................................................ 3
3.03 Response Methods ........................................................................................................... 3
3.04 Covered Entity Directions................................................................................................ 3
3.05 Subcontractors.................................................................................................................. 3
3.06 Safety ................................................................................................................................ 43.06(a) MSRC and its Subcontractors ......................................................................... 43.06(b) Covered Entity and its Subcontractors ............................................................ 43.06(c) Reasonable Interpretation................................................................................. 4
3.07 Recovered Product or Waste ............................................................................................ 43.07(a) Definitions ....................................................................................................... 43.07(b) Allocation of Responsibility ........................................................................... 53.07(c) Covered Entity's Responsibility ...................................................................... 53.07(d) MSRC Actions ................................................................................................ 5
3.08 Information Coordination and Control ............................................................................ 5
ARTICLE IV. LIMITS ON WHAT IS OFFERED ............................................................ 5
4.01 Excluded Services ............................................................................................................ 5
4.02 Limits on Use by Covered Entity..................................................................................... 5
4.03 Personnel with Equipment ............................................................................................... 6
4.04 Acknowledgment of Representations and Conditions ..................................................... 6
4.04(a) Representations and Warranties True and Correct.......................................... 6
4.04(b) Conditions to Response Satisfied ................................................................... 6
ARTICLE V. TERMINATION OR SUSPENSION OFRESOURCES ..................................................................................................................... 6
5.01 Suspension of MSRC's Obligation to Provide Resources ................................................ 6
5.02 Return of Equipment ........................................................................................................ 6ii

ARTICLE VI. RESPONSE PREPARATION .................................................................... 7
6.01 Readiness and Response Certification ............................................................................. 7
6.02 Exercises and Response Plan Development by Covered Entity ...................................... 7
6.02(a) Exercises ......................................................................................................... 7
6.02(b) Response Plan Development........................................................................... 7
6.03 Operations and Authorized Representative ..................................................................... 7
ARTICLE VII. COMPENSATION AND PAYMENT ...................................................... 8
7.01 Compensation and Payment............................................................................................. 87.01(a) Invoicing ......................................................................................................... 87.01(b) Invoice Disputes.............................................................................................. 87.01(c) Payment ........................................................................................................... 8
7.02 Return of MSRC Response Equipment ........................................................................... 8
7.03 Audit ................................................................................................................................ 9
ARTICLE VIII. REPRESENTATIONS, WARRANTIES,AND GENERAL TERMS AND CONDITIONS ............................................................... 9
8.01 Representations and Warranties ....................................................................................... 98.01(a) Validity and Enforceability ............................................................................. 98.01(b) Capacity and Authority ................................................................................... 98.01(c) No Restrictions ................................................................................................ 98.01(d) Due Organization ............................................................................................ 98.01(e) Financial Responsibility .................................................................................. 98.01(f) MPA Membership ........................................................................................... 9
8.02 Independent Clean-up Operations.................................................................................. 10
8.03 MSRC Employees.......................................................................................................... 10
8.04 Compliance with Certain Executive Orders .................................................................. 10
8.05 Compliance with the Law for Subcontractors ............................................................... 10
8.06 Taxes .............................................................................................................................. 10iii

8.07 Maintenance of Records ................................................................................................ 10
ARTICLE IX. ALLOCATION OF RISKS ....................................................................... 10
9.01 Standard of MSRC Performance ................................................................................... 10
9.02 MSRC Status and Employees ........................................................................................ 11
9.03 Indemnification and Exclusive Remedy ........................................................................ 119.03(a) Nature of Relationship .................................................................................. 119.03(b) Cover Indemnification .................................................................................. 119.03(c) Indemnified Claims ....................................................................................... 129.03(d) Excluded Obligations .................................................................................... 129.03(e) Procedure for Indemnification With Respect to Third Party Claims ............ 139.03(f) Procedure for Indemnification with Respect to Claims Other Than
Third Party Claims..................................................................................... 149.03(g) No Waiver ..................................................................................................... 149.03(h) MSRC Integral Subcontractors as Indemnitees ............................................ 149.03(i) Indemnity to MSRC Subcontractors .............................................................. 15
9.04 Covenant Not to Sue ...................................................................................................... 159.04(a) Release of Liability ....................................................................................... 159.04(b) Other Claims ................................................................................................. 159.04(c) Exceptions ..................................................................................................... 159.04(d) Breach ........................................................................................................... 159.04(e) Full Force and Effect ..................................................................................... 15
9.05 Financial Responsibility................................................................................................. 16
9.06 Insurance ........................................................................................................................ 169.06(a) MSRC Insurance ........................................................................................... 169.06(b) Subcontractor Insurance................................................................................ 169.06(c) Role of MSRC Insurance .............................................................................. 16
9.07 No Third-Party Beneficiaries ......................................................................................... 16
ARTICLE X. ARBITRATION AND DISPUTE RESOLUTION ................................... 16
10.01 Inform and Negotiate ................................................................................................... 16
10.02 Arbitration .................................................................................................................... 16iv

10.03 Continued Performance ............................................................................................... 16
10.04 Jurisdiction ................................................................................................................... 17
10.05 Enforceable Award ...................................................................................................... 17
10.06 Requirements for All Persons ...................................................................................... 17
ARTICLE XI. TERM AND AMENDMENT OF AGREEMENT .................................. 17
11.01 Full Termination by MSRC ......................................................................................... 17
11.01(a) Events of Default......................................................................................... 17
11.01(b) MSRC Termination of Resources ............................................................... 17
11.01(c) Reinstatement Option .................................................................................. 17
11.02 Covered Entity Termination of Resources ................................................................... 17
11.03 Term of the Agreement ................................................................................................ 18
11.03(a) Term ............................................................................................................ 18
11.03(b) MSRC Termination of Agreement.............................................................. 18
11.03(c) COMPANY Termination of Agreement ..................................................... 18
11.03(d) Provisions Surviving Termination .............................................................. 18
11.04 Successors and Assigns................................................................................................ 18
11.05 Modification and Waiver ............................................................................................. 19
11.05(a) Prior Understandings and Amendment ....................................................... 19
11.05(b) Waiver ......................................................................................................... 19
ARTICLE XII. CONTRACT INTERPRETATION ........................................................ 19
12.01 Notices ......................................................................................................................... 19
12.02 Counterparts and Severability ...................................................................................... 19
12.02(a) Counterparts as Originals ............................................................................ 19
12.02(b) Enforceability not Impaired ........................................................................ 19
12.03 Governing Law ............................................................................................................ 19
12.04 Private Contract ........................................................................................................... 19
12.05 Standard Contract......................................................................................................... 19v

12.06 Usage............................................................................................................................ 19
12.07 Definitions and Defined Terms .................................................................................... 20
12.08 COMPANY and Covered Entity Obligations and Rights............................................ 20
12.08(a) Covered Entity Obligations ......................................................................... 20
12.08(b) Company Performance of Covered Entity Obligations .............................. 20
12.08(c) Exercise of Rights ....................................................................................... 20
12.08(d) References, Employees and Contractors..................................................... 20
12.08(e) No Rights to Enforce................................................................................... 20vi

LIST OF SCHEDULES
Schedule

Description (Date of Last Revision)

Schedule 1

Defined Terms (12/16/13)

Schedule 2

Financial Responsibility (3/21/97)

Schedule 3

Resources and Rates (8/15/11)

Schedule 4

Acceptable Responder Immunity States(1/1/08)

Schedule 5

Form of Contractor Indemnification
Agreement (Schedule 5 - 9/27/96; Schedule
5A –8/15/11)

Schedule 6

List of MSRC Integral Subcontractor Service
Categories and Indemnified Integral
Subcontractors (1/1/08)

Schedule 7

MSRC Insurance Coverage (1/1/08)

Schedule 8

List of P&I Clubs (1/1/08)

Schedule 9

Arbitration Provisions (1/1/08)

vii
WSMC Member MSRC Service Agreement - December 16, 2013

MARINE SPILL RESPONSECORPORATIONSERVICE AGREEMENT

give the Covered Entity any rights to obtain any
particular Resources, unless and until MSRC iscalled out in accordance with this Agreement.

STANDARD FORM OF WSMC
MEMBER MSRC SERVICEAGREEMENT
Parties and Background
This is a SERVICE AGREEMENT with
attached signature pages (the "Agreement")
between the COMPANY, a WSMC
member, and MARINE SPILLRESPONSE CORPORATION, anonprofit corporation organized under thelaws of Tennessee ("MSRC").
For convenience and simplicity, as between
the COMPANY and Covered Entity (ifany), references to the party for performanceare made to a “Covered Entity,” but the
COMPANY can exercise the rights and will
guarantee the performance of a Covered
Entity as set forth more fully in thisAgreement.
In consideration of the promises and themutual covenants of this Agreement, MSRC
and the COMPANY agree as follows:
ARTICLE I

ArticlesCALLOUT

1.01. Call-Out of Resources
1.01(a). Alert. A Covered Entity may alert
MSRC of the possibility of a call-out under
this Agreement. Upon receipt of an alert
MSRC will review its readiness to respondin the event of a call-out under Section
1.01(b). Such alert does not (i) obligate theCovered Entity to pay MSRC's rates or any
costs incurred by MSRC, (ii) obligate
MSRC to Mobilize any Resources, or (iii)- -1.01(b). Call Out Process. An Authorized
Representative, or an individual MSRC
reasonably believes is acting on behalf of a
Covered Entity, may obtain and MSRC will
provide any of the Resources available
under this Agreement by calling an MSRC
response manager through one of thetelephone call-out numbers provided by
MSRC from time to time by notice to the
COMPANY. This Initial Callout Notice
shall consist of a specific request for desired
Resources to be provided from the list on
Schedule 3 (or as otherwise made available
by MSRC at the time of callout), in
consultation with one of MSRC's responsemanagers. The Authorized Representativeor the Incident Commander of a Covered
Entity may add to or discontinue use of any
Resources, in consultation with MSRC's
response manager, at any time. The
Covered Entity and MSRC will document
the Resources requested and provided. If
MSRC Subcontractors are required toprovide the requested Resources, MSRC
will call out and supervise those MSRC
Subcontractors, unless and until otherarrangements are made as described in
Section 3.04. Part II of Schedule 3 contains
the special terms and conditions and call out
procedures for MSRC support for transfer
operations requiring “Average Most
Probable Discharge” response capability
under OPA.
1.02. Deleted.
1. 03. Mobilizing MSRC Response
Resources. As soon as practicable under
the circumstances after MSRC receives an
Initial Call-Out Notice or subsequent change
to a request, MSRC will Mobilize therequested Resources including MSRC
Subcontractors.

1
WSMC Member MSRC Service Agreement December 16, 2013

ARTICLE II. CAPABILITIES
2.01. Resource Availability. Except asotherwise directed by governmental
authorities, agreed by mutual consent or
as described below, Resources areprovided to the COMPANY and others
on a first-come/first-served basis. Anyof the Resources can be requested for
any Spill Event, subject to the following
restrictions and qualifications, asapplicable:
2.01(a). Oil Spill Event outside WSMC
Operational Area or Not Involving a
Covered Facility or Covered Vessel.
This Service Agreement is for Spill
Events where the responsible party is a
WSMC-covered vessel operating in the
WSMC Operational Area and coveredby the WSMC Umbrella Plan. MSRC
will not provide Resources under thisService Agreement for other Spill
Events. However, if MSRC becomesinvolved in a response outside the
WSMC Operational Area (due to spill
migration or any other reason), or
involving a non-Covered Facility or nonCovered Vessel, that response will begoverned by the terms and conditions of
this Agreement.
2.01(b). Responder Immunity. If at
any time Responder Immunity is notavailable for a Spill Event, MSRC may
withdraw, or decline to provide, MSRC
Response Personnel or any Resources
requiring such MSRC Response
Personnel, unless other arrangements
acceptable to MSRC in its sole
discretion are made to offset any
additional legal and financial risk that
may result.
2.01(c). Deleted.
- -2.01(d). Conflicting Requests. If the
Covered Entity and some other person withwhom MSRC has a contract both desire thesame Resources or otherwise haveconflicting requests, MSRC will
immediately notify and consult with each of
the respective incident commanders
regarding the conflict. MSRC will continue
to follow a first-come/first-served approach
unless and until it receives timely nonconflicting directions from the incident
commanders to redirect Resources or
activities. If, after such notice andconsultation the conflicting parties still do
not agree, MSRC will follow the relevant
FOSC(s)' non-conflicting directions, if any.
2.02. Changes in Resources Offered.
MSRC will periodically update Schedule 3
to reflect changes in the Resources offeredunder this Agreement, and will give prompt
notice to the COMPANY in advance wherepracticable of any significant reduction in
response capability.
ARTICLE III ROLES AND
PROCEDURES FOR RESPONSEPERFORMANCE
3.01 Responsibilities of the COMPANY
and Covered Entity
3.01(a) General Management andOverall Direction. Subject to the power
and authority of Governmental Bodies, theCovered Entity will provide generalmanagement and overall direction andcontrol of all Response Activities under thisAgreement. The Covered Entity shalldesignate an Incident Commander, whoshall initially be WSMC unless otherwise
designated, and who shall be in frequent
communication with MSRC while MSRC
is providing Resources under thisAgreement. The designated Incident
Commander will advise MSRC in writing of
any non-apparent limitations and restrictions

2
WSMC Member MSRC Service Agreement December 16, 2013

on the authority of the Covered Entity's
employees, contractors, and agents toauthorize and direct Response Activities
of MSRC and MSRC Subcontractors.
The Incident Commander will also
advise MSRC of any directions or
pertinent concerns of Governmental
Bodies or the Unified Command that
affect, or that may reasonably be
expected to affect, any Resources or
activities under this Agreement. All
activities of MSRC under this Section
3.01(a) will be subject to the overall
direction and control of the Covered
Entity.
3.01(b) Care of Resources. The
Covered Entity will use its best efforts tooperate, maintain, and store any MSRC
Response Equipment provided without
associated MSRC Response Personnel
in a careful and proper manner under thecircumstances and in accordance withapplicable law.
3.02 Responsibilities of MSRC
3.02(a) Operational Supervision.
MSRC will, within the limits of its
available resources, at the Covered
Entity's cost and expense, and inaccordance with applicable law, provide
operational supervision and coordination(i) for Resources, including any MSRC
Subcontractor called out by MSRC prior
to assignment under Section 3.04, and(ii) upon request of the Covered Entity,
for any subcontractors called out by orassigned to the Covered Entity. Suchsupervision shall be in accordance withand subject to the overall direction andcontrol of the Covered Entity's Incident
Commander, as described in Section
3.01(a).
3.02(b) Initial Coordination andCommunication. MSRC will, upon- -request, provide an on-scene point of
coordination and communication between
the Covered Entity, WSMC or otherdesignated Incident Commander and the
FOSC and other response officials until thefirst to occur of: (i) 24 hours after initial
callout; or (ii) the Covered Entity's responsemanagement team (as contemplated by 33
CFR 155.1035(d)) arrives on-scene andassumes direct management and control.
3.02(c) Governmental Directions. MSRC
will immediately notify the Covered Entity's
Incident Commander of any directions
MSRC receives from any Governmental
Body which MSRC believes may conflictwith previous guidance or direction MSRC
may have received from the Covered Entity.
If the FOSC or SOSC gives directions to
MSRC and MSRC does not receive timely
directions from the Incident Commander,
MSRC will follow those FOSC or SOSC
directions. In any event, MSRC will
immediately act on directions from any
Governmental Body that relate to personnel
safety, alleged violations of law or
regulations, immediate endangerment ofpublic health or the environment, or
directions that constitute an order orcommand of a Governmental Body withapparent legal authority. MSRC will notify
the Incident Commander of those directions
and immediate actions as soon as practicable
under the circumstances.
3. 03. Response Methods. The Covered
Entity will use its best efforts to direct
Response Activities, and MSRC will
provide Resources, in a manner that will (i)comply with all applicable law and (ii)maintain the applicable Responder
Immunity of MSRC and MSRC Integral
Subcontractors. Subject to the provisions ofSection 3.02(c), MSRC will commit only
those resources as are reasonably necessary
to carry out the Response Activities or
response objectives that MSRC has been

3
WSMC Member MSRC Service Agreement December 16, 2013

directed or authorized by the Covered
Entity, an Authorized Representative, orIncident Commander to carry out, unlessa specific resource(s) is requested by any
one of the above-named entity or
Persons.

aircraft, and vehicles. However, theCovered Entity must provide such support
services if the response occurs outside
MSRC's Operational Area and MSRC does
not have preexisting arrangements for suchsupport services.

3.04 Covered Entity Directions.
When MSRC follows directions
pursuant to the procedures of Section
3.02, those directions will be deemed tohave been provided by the Covered
Entity unless and until further oralternative directions are provided inaccordance with the terms of thisAgreement by the Covered Entity, its
Authorized Representative, or Incident
Commander.

3.06 Safety

3.05 Subcontractors. MSRC willretain MSRC Subcontractors underterms and conditions agreeable to the
MSRC Subcontractors and MSRC.
MSRC will provide to a Covered Entity,
on request, a copy of MSRC's contract
with any MSRC Subcontractor (except
for MSRC Integral Subcontractors).
Upon request by a Covered Entity andconsent of the MSRC Subcontractor,
MSRC will assign the rights andobligations of MSRC under thesubcontractor contract with respect tothat Spill Event to the Covered Entity(except for MSRC Integral
Subcontractors whose contracts are notassignable). Unless the Covered Entity
directs otherwise, MSRC generally will
provide, at the Covered Entity's expensein accordance with Schedule 3, support
services necessary to sustain and support
ongoing response operations of MSRC
and MSRC Subcontractors, including
food service, lodging, local
transportation, safety and medical
support, and other support for personnel,
and fuel, docking, garage, hangar andsimilar support services for vessels,- -3.06(a) MSRC and its Subcontractors.
MSRC will observe and require its
employees and MSRC Subcontractors to
observe relevant safety laws and regulations
and applicable MSRC safety policies andprocedures. While on a Covered Entity's
facilities or vessels, MSRC will comply andrequire its employees and MSRC
Subcontractors to comply with the Covered
Entity's specific instructions concerning
safety policies and procedures provided tothem by the Covered Entity. MSRC willreport and require its employees and MSRC
Subcontractors to report to the Covered
Entity as promptly as practicable any
accidents associated with the Resources
resulting in or that reasonably could haveresulted in serious personal injury, death, ormaterial property damage or loss. At thecompletion of the applicable Response
Activities by MSRC but in any event within
the time required by law, MSRC will
provide to the Covered Entity all
Occupational Safety and Health Act(OSHA) injury and illness reports involving
MSRC employees provided under thisAgreement.
3.06(b) Covered Entity and its
subcontractors. The Covered Entity willobserve and require its employees andsubcontractors to observe relevant safety
laws and regulations and applicable Covered
Entity safety policies and procedures. Whileon MSRC's facilities or vessels, the Covered
Entity will comply and require its employees
and contractors to comply with MSRC's
specific instructions concerning safety

4
WSMC Member MSRC Service Agreement December 16, 2013

policies and procedures provided tothem by MSRC. The Covered Entity
will report and require its employees andsubcontractors to report to MSRC as
promptly as practicable any accidents
associated with the Resources resulting
in or that reasonably could have resulted
in serious personal injury, death, ormaterial property damage or loss. At
the completion of the Response
Activities by MSRC but in any event
within the time required by law, theCovered Entity will provide to MSRC
all OSHA injury or illness reports
relating to the employees of the Covered
Entity suffering injury or illness while
on MSRC's facilities or vessels.
3.06(c) Reasonable Interpretation.
The obligations of MSRC and Covered
Entity under this Section 3.06 are notintended to hold the parties to a standard
that would be unreasonable under theactual conditions of a particular
Discharge or threat of Discharge and theinherent difficulties and danger of
emergency response. All MSRC andCovered Entity actions carried out
consistently with the directions of the
FOSC or SOSC, or with approval of
applicable safety officials, will bedeemed to be in compliance with thisSection 3.06.
3. 07. Recovered Product or Waste.
3.07(a) Definitions. For purposes of thissection:(i)"Management" means generation,
recovery, transportation, storage,
treatment, handling, disposal,
disposition, possession,
control, operation, ownership,
importation, or exportation.

- -(ii) "Recovered Product or Waste"means contained or recovered Oil, oily
waste, Hazardous Substances, or mixtures
thereof, including contaminated properties.
(iii) "Charges" means license fees,
import or export duties, tariffs, taxes, tipping
fees or other costs or charges imposed by
any Governmental Body with respect to
Recovered Product or Waste.
3.07(b) Allocation of Responsibility. As
between MSRC and the Covered Entity, theCovered Entity bears all risk, liability, andresponsibility for and will perform orotherwise satisfy all duties and obligations
and pay all Charges associated with theManagement of Recovered Product or
Waste.
3.07(c) Covered Entity's Responsibilities.
The Covered Entity will promptly provide to
MSRC:(i) the necessary documentation for
MSRC to deliver Recovered Product or
Waste for transportation by others to theselected facilities;(ii) appropriate instructions (orally andpromptly confirmed in writing) for theManagement of Recovered Product or
Waste;(iii) access to facilities, vessels or otherreceptacles for receipt or disposal of
Recovered Product or Waste.
3.07(d) MSRC Actions. If the Covered
Entity fails to meet any of its obligations in(a) or (b) within a reasonable time after
request by MSRC, MSRC can:(i) discontinue operations that dependon the Covered Entity's actions; or

5
WSMC Member MSRC Service Agreement December 16, 2013

(ii) make the appropriatearrangements for Management ofRecovered Product or Waste in thename, on behalf, and at the sole cost andexpense of, the Covered Entity.
3. 08. Information Coordination andControl. Except as provided below oras otherwise directed or permitted by the
Covered Entity, MSRC will maintain as
confidential all information that (i)MSRC obtains from any Covered
Entity, MSRC Subcontractor or othersubcontractor participating in the Spill
Event on behalf of the Covered Entityand (ii) the Covered Entity reasonably
designates as confidential. MSRC will
coordinate all media and public
responses by MSRC with the Covered
Entity, in advance of the responses if
feasible. The Covered Entity may
provide MSRC with a PublicInformation Plan ("PIP") that identifies
the Covered Entity's specific processes,
policies, and guidelines with respect tointeraction with the public and the
media, which the Covered Entity may
amend or supplement from time to time.
MSRC will follow those policies andguidelines and may reference that
guidance in responding to any media
inquiries. If the Covered Entity has notprovided MSRC with a PIP, MSRC willhandle inquiries using its judgment
considering MSRC's view of the overallbest interests of the Covered Entity,
restricting its remarks to factual
information about the activities of
MSRC and MSRC Subcontractors. In
any event, MSRC's officers also may
respond to unsolicited inquiries bygiving factual information about theactivities of MSRC and MSRC
Subcontractors, but will avoid
speculation or expression of opinion
about the Spill Event or the conduct of- -the Covered Entity in response to the Spill
Event.
ARTICLE IV. LIMITS ON WHAT IS
OFFERED
4.01. Excluded Services. MSRC's
services do not include: (1) Disposal ofwaste, including recovered Oil, oily waste,
and any Hazardous Substances; (2) Source
control; (3) Wreck removal; (4) Natural
resource damage assessment; (5) Thirdparty damage claims evaluation or
adjustment; (6) Acting as Incident
Commander for the Covered Entity; (7)Development or preparation of Response
Plans; or (8) shoreline remediation
performed in conjunction with the Natural
Resource Trustees to restore the shoreline toits prespill condition, rather than as part ofthe cleaning process carried out under theoversight of the FOSC. However, if MSRC
becomes involved in any of these activities,
these activities will be governed by theterms and conditions of this Agreement.
4.02. Limits on Use by Covered Entity.
The Resources provided under thisAgreement will be used only for the Spill
Event or exercise for which they wererequested.
4.03. Personnel with Equipment.
The Covered Entity may obtain therequested MSRC Response Equipment withor without MSRC Response Personnel, atthe option of the Covered Entity. However,
if MSRC reasonably believes, under thecircumstances of a given event or request,that MSRC Response Personnel are required
to ensure proper care, operation, andmaintenance of certain MSRC Response
Equipment as indicated in Schedule 3,
MSRC may require that the MSRC
Response Equipment be obtained only withthe appropriate MSRC Response Personnel.

6
WSMC Member MSRC Service Agreement December 16, 2013

4.04. Acknowledgment ofRepresentations and Conditions. The
Initial Call-Out Notice will constitute an
acknowledgment to MSRC that:
4.04(a). Representations andWarranties True and Correct. To
the best actual knowledge of the
COMPANY, each of the representations
and warranties of the COMPANY set
forth in Section 8.01 is true and correct
in all material respects at the time of theInitial Call-Out Notice.
4.04(b). Conditions to Response
Satisfied. The Covered Entity has
made a good faith determination (basedon the information reasonably available
to the Covered Entity at the time) that
the Spill Event meets or will meet eachof the applicable restrictions or
qualifications under Article II relating to
the requested Resources, and thefollowing criteria:(i) No Event of Default exists at the timeof the Initial Call-Out Notice;(ii) For response in U.S. Jurisdictional
Waters to a Discharge or threat ofDischarge that equals or exceeds 1200
barrels, the FOSC is either Directing ormonitoring the Response Activities atthe Discharge or threat of Discharge
where the Resources are to be deployed;and(iii) The Covered Entity will be able totake, on a timely basis, all actions
required in Article VII.
ARTICLE V. TERMINATION or
SUSPENSION OF RESOURCES
5. 01. Suspension of MSRC's
Obligation to Provide Resources.
MSRC may suspend its obligation to- -provide Resources in whole or in part under
this Agreement for a Spill Event upon
written notice to the Covered Entity if and to
the extent MSRC reasonably determinessuch suspension is necessary to protect
MSRC’s material interests as a result of theoccurrence and continuation of any of thefollowing:(a) a Covered Entity instructs MSRC to act
under this Agreement in a manner which
would be illegal, unsafe, or in violation of or
breach this Agreement in any material
respect,(b) a Force Majeure Event,(c) the unavailability of Responder
Immunity,(d) the unavailability of subcontractors
essential to enable MSRC to provide
requested Resources, or(e) the existence of other similar
circumstances beyond MSRC’s reasonable
control that materially adversely affect
MSRC’s ability to perform as contemplated
under this Agreement and that MSRC isunable with reasonable diligence to timely
resolve or overcome.
MSRC’s suspension under this Section 5.01
of its obligation to provide specificResources will not affect MSRC’s
obligation to provide any other Resources.
To the maximum extent practicable, except
as otherwise provided in Section 11.01,
MSRC will provide the notice of suspension
at least three (3) days’ prior to the effective
date of such suspension.
5. 02. Return of Resources. The Covered
Entity will return all Resources uponcompletion of the response or earlier as
required under this Agreement (i.e., upon an
Event of Default or other termination). If

7
WSMC Member MSRC Service Agreement December 16, 2013

the Covered Entity does not return any
Resource when required, MSRC may
demand and take immediate lawful
possession of the Resource by any
lawful means, wherever it may be found,even if it is not in the Covered Entity's
possession.
ARTICLE VI. RESPONSE
PREPARATION
6.01. Readiness and Response
Certification
MSRC's Oil Spill Removal
Organization (“OSRO”) Classification
RRI lists MSRC Response Personnel
and MSRC Response Equipment that areavailable as Resources. MSRC has
obtained and will maintain contractor
USCG classification as a Class B, C, D,
and E OSRO for Rivers/ Canals
Environments, Inland Environments, andOceans Environments (as defined by the
USCG at the time of execution of thisAgreement) for the capabilities
described in its OSRO Classification
RRI throughout the Operational Area.
MSRC's OSRO Classification RRI isavailable from MSRC upon request.
Upon the Covered Entity’s request,
MSRC also will arrange, as set forth inand in accordance with the requirementsof Part II of Schedule 3, for Resources
on a standby basis to provide thecoverage required under OPA for“Average Most Probable Discharge.”
6. 02. Exercises and Response Plan
Development by Covered Entity.
6. 02(a). Exercises. If Resources areavailable, a Covered Entity may obtain
MSRC's participation in exercises inaccordance with the payment terms inPart III of Schedule 3.
- -6. 02(b). Response Plan Development.
Each Covered Entity will have the sole
responsibility for the content, accuracy, andadequacy of its Response Plans. A Covered
Entity may name MSRC in the WSMC
Umbrella Plan as a contracted resource in
the WSMC Operational Area for a Covered
Facility or Covered Vessel (named in themost current list provided under Section
6.03) only for those capabilities under
Section 6.01 and only for an Oil Spill Event
under the conditions described in Section
2.01, as applicable.
MSRC may not be named, under thisAgreement, without MSRC's prior writtenconsent, as a primary response contractor in
any other Response Plan, or for any location
outside the WSMC Operational Area, or as a"non-cascadable resource" in any location(meaning where MSRC Response
Equipment would be restricted as to location
rather than available for cascading to otherlocations).
MSRC may notify applicable Governmental
Bodies periodically of the (i) names of the
Covered Entities entitled to name MSRC in
their Response Plans, and (ii) thecapabilities available under this Agreement
for which MSRC may be cited and theterms, conditions, and limitations of thisAgreement. MSRC will provide a copy of
any notice to a Governmental Body
promptly to the COMPANY.
MSRC will not give advice on or approve
the adequacy of any Response Plans.
MSRC will provide, at the Covered Entity’srequest, information about the Resources toassist the Covered Entity in citing MSRC
capabilities in its Response Plans. MSRC
has no obligation to review any Response
Plan, and MSRC is not responsible for any
descriptions of MSRC that do not conformto the requirements of this Agreement.

8
WSMC Member MSRC Service Agreement December 16, 2013

6. 03. Operations and Authorized
Representative. Upon the
COMPANY's execution of thisAgreement and from time to timeafterwards, the COMPANY will
provide MSRC with an accurate list of
all Covered Entities and their addresses,
and all Covered Facilities and Covered
Vessels of each Covered Entity that
intend to identify Resources in their
Response Plans. The COMPANY
designates WSMC as its Authorized
Representative along with any Qualified
Individual(s) named in any other
response plan (or an Authorised
Individual in the event of spill migration
into Canadian waters and MSRC agrees
to respond). Upon the COMPANY’s
execution of this Agreement and fromtime to time afterwards, each Covered
Entity may provide MSRC with a list ofadditional Authorized Representatives
for that Covered Entity, along with theiraddresses, and telephone and telecopy
numbers. MSRC may periodicallyprovide to the COMPANY MSRC's
current list of Covered Entities, Covered
Facilities and Covered Vessels, andAuthorized Representatives, which the
COMPANY will review, correct, andreturn promptly to MSRC.
ARTICLE VII. COMPENSATION
AND PAYMENT
7. 01. Compensation and Payment.
The Covered Entity will pay MSRC for
Resources provided under thisAgreement in accordance with the rates
and terms in Part III of Schedule 3, as
amended from time to time by MSRC
upon sixty (60) days’ prior written noticeto the COMPANY, and as provided inthis Section 7.01.

- -7.01(a) Invoicing. MSRC will invoice theCovered Entity at the address provided by
the Covered Entity for Resources provided
under this Agreement periodically as
appropriate under the circumstances. In
addition, MSRC will provide to the Covered
Entity periodically MSRC’s good faithestimate of the total costs (including
demobilization costs) of Resources being
provided for a Spill Event under thisAgreement.
7.01(b) Invoice Disputes. The Covered
Entity will notify MSRC promptly and inreasonable detail of any objection by the
Covered Entity to any item or statement on
an invoice or the sufficiency of any
supporting documentation. Any disputesthat cannot be resolved by mutual agreement
will be resolved by arbitration pursuant to
Article X. The Covered Entity may
withhold payment of any amount reasonably
disputed by the Covered Entity, subject to
MSRC’s rights under Section 7.01(c) below
to require payment security. The paymentof any invoiced amounts will not prejudice
the Covered Entity’s right, within one year
following the date of invoice, to object to orquestion any invoiced amount. Any
disputed amount shall accrue interest at therate specified in Part III of Schedule 3 fromthe due date until paid to MSRC or refunded
to the Covered Entity. If a dispute is
resolved in favor of MSRC and the Covered
Entity has withheld payment of the disputed
amount, the Covered Entity will promptly
pay to MSRC the disputed amount plus
interest. If a dispute is resolved in favor of
the Covered Entity and the Covered Entity
has previously paid the disputed amount to
MSRC, MSRC will promptly refund to the
Covered Entity the disputed amount plus
interest.
7.01(c) Payment. The Covered Entity will
pay invoiced amounts by wire transfer of
immediately available funds to an account

9
WSMC Member MSRC Service Agreement December 16, 2013

designated by MSRC within ten (10)Business Days after presentment of theinvoice. If at any time MSRC
reasonably believes that it is at risk of
not receiving payment in the amount andwithin the time required by thisAgreement, MSRC may require theCovered Entity to provide a cash
deposit, a parent guaranty or insurance
letter of undertaking, or other form of
payment security reasonably acceptable
to MSRC in an amount equal to all
invoiced amounts due but unpaid plus
MSRC’s good faith estimate of the total
cost of Resources for the following
fourteen (14) days of Response
Activities, including demobilization
costs, as a condition to MSRC providing
or continuing to provide Resources.
7.02. Return of MSRC Response
Equipment. The Covered Entity will
arrange and pay for cleaning, repairing,and replacing, as necessary, all MSRC
Response Equipment provided under thisAgreement so that the equipment is freeof Oil and Hazardous Substances and inas good a condition, operating order, andrepair as when initially provided by
MSRC, except for ordinary wear andtear. If practicable, the Covered Entity
will arrange for the cleaning of the
MSRC Response Equipment within the
Response Area. MSRC may clean andrepair or replace the MSRC Response
Equipment at the Covered Entity’s
expense if the Covered Entity fails totimely perform its obligations under thisSection 7.02 or upon agreement between
the Covered Entity and MSRC in othercircumstances as appropriate.
7.03 Audit. The Covered Entity, or any
firm of auditors designated by the
Covered Entity, will have reasonable
access to and the right to reproduce theRecords necessary to verify the accuracy- -of MSRC’s invoices, at times and undercircumstances mutually acceptable to the
Covered Entity and MSRC and at the
Covered Entity’s expense.
ARTICLE VIII. REPRESENTATIONS,WARRANTIES, AND GENERALTERMS AND CONDITIONS
8.01. Representations and Warranties.
The COMPANY and MSRC each agree togive the other party written notice promptly
if that party obtains actual knowledge thatany representation or warranty made by thatparty in this Article VIII proves to be untrue
or incorrect in any material respect. The
COMPANY and MSRC each hereby
represents and warrants about itself to theother at all times during the term of thisAgreement as follows:
8. 01(a). Validity and Enforceability.
This Agreement has been duly executed anddelivered by and to the COMPANY and
MSRC, respectively, and constitutes a valid
and binding obligation of the COMPANY
and MSRC, respectively, enforceable
against each in accordance with theAgreement's terms except as limited byapplicable bankruptcy, insolvency,
liquidation, rehabilitation, reorganization, or
similar laws of general application relating
to or affecting the rights and remedies ofcreditors or by general equitable principles.
8. 01(b). Capacity and Authority. Eachof the COMPANY and MSRC,
respectively, has full capacity and authority
under law to contract with the other and to
perform its respective obligations under thisAgreement.
8. 01(c). No Restrictions. The execution,delivery, and, to the best of the actual
knowledge of the executive officers of the
COMPANY, performance by the
COMPANY of its obligations and the10
WSMC Member MSRC Service Agreement December 16, 2013

consummation by the COMPANY of
the Agreement's transactions will not
violate any provision of any
COMPANY charter or organizational
documents and will not violate any
statute, law, or regulation of any
jurisdiction existing as of this date wherethat violation would have a material
adverse effect on the ability of the
COMPANY to fulfill its obligations
under this Agreement.
The execution, delivery, and, to the bestof the actual knowledge of the executive
officers of MSRC, performance byMSRC of its obligations and theconsummation by MSRC of theAgreement's transactions will not violate
any provision of any charter ororganizational documents of MSRC andwill not violate any statute, law, or
regulation of any jurisdiction existing asof this date where that violation would
have a material adverse effect on theability of MSRC to fulfill its obligations
under this Agreement.
8. 01(d). Due Organization. The
COMPANY is duly organized, validly
existing, and in good standing under thelaws of the jurisdiction in which it wasorganized. MSRC is a duly organizednonprofit corporation, validly existingand in good standing under the laws ofTennessee, and is duly qualified as aforeign corporation in all jurisdictions
where the property owned or business
transacted by it makes that qualificationnecessary.

- -WSMC, an affiliate of WSMC entitled to thebenefits of membership in MPA pursuant to
the MPA By-Laws.
8. 02. Independent Clean-up Operations.
The Covered Entity may obtain services,
equipment, and personnel to substitute for or
supplement the Resources available under
this Agreement, at the Covered Entity's sole
direction, cost, and expense.
8. 03. MSRC Employees. The Covered
Entity may not select, discharge, or, except
as required under Sections 3.01(a) and 3.06,
control MSRC's employees, servants, orrepresentatives. MSRC will not employ any
Person under eighteen (18) years old toperform potentially dangerous Response
Activities under this Agreement. Upon thereasonable request of the Covered Entity,
MSRC will remove an employee of MSRC
or an MSRC Integral Subcontractor from
Response Activities under this Agreement.
MSRC will implement and maintain a drug
and alcohol policy for MSRC in compliancewith the law of the jurisdiction where
MSRC personnel are stationed permanently.
MSRC will provide a copy of its drug andalcohol policy to the COMPANY uponrequest.

8. 01(e). Financial Responsibility. The
COMPANY is in compliance with all of
its obligations under Section 9.05.

8. 04. Compliance with Certain Executive
Orders. To the extent that there is a final,
non-appealable order stating that any
Executive Orders relating to Government
subcontractors apply to MSRC because of
the contractual relationship between MSRC
and the COMPANY, MSRC will comply
with that final order. MSRC will notdiscriminate unlawfully in its hiring
practices on the basis of race, religion, color,
national origin, age, sex, mental or physicalhandicap, or veteran status.

8. 01(f). MPA Membership. WSMC is
an MPA Member in good standing andthe COMPANY is, as a member of

8. 05. Compliance with the Law for
Subcontractors. MSRC will include in its
contracts with MSRC Subcontractors a

11
WSMC Member MSRC Service Agreement December 16, 2013

provision requiring those subcontractors
to abide by and observe all applicableFederal, state, and local laws, rules, andregulations.
8. 06. Taxes. MSRC will pay all valid
taxes and fees owed due to providing
MSRC Response Equipment or MSRC
Response Personnel under thisAgreement. The Covered Entity will
reimburse MSRC for any taxes paid by
MSRC that are directly attributable to
Resources provided under thisAgreement. MSRC will cooperate withthe directions of the Covered Entity totake all reasonable actions, at the costand expense of the Covered Entity, tocontest any taxes reimbursable by the
Covered Entity.
8. 07. Maintenance of Records.
MSRC will maintain for three (3) years(or longer as required by law) all
Records acquired or produced by MSRC
in connection with providing Resources
under this Agreement. MSRC willcontinue to maintain Records beyond
that three (3) year period upon the
Covered Entity’s agreement to pay all
costs of doing so.
ARTICLE IX. ALLOCATION OF
RISKS
9. 01. Standard of MSRC
Performance. The parties agree thatthe standard governing each of MSRC's
obligations under this Agreement will be
to use commercially reasonable efforts
consistent with applicable spill response
industry practices considering available
information and available resources
under circumstances, conditions(including weather and sea conditions),
and factors existing at any relevant time.
MSRC will provide Resources requested- -by a Covered Entity pursuant to thisAgreement in a manner that attempts tomitigate, remove, or clean up the applicable
Discharge as effectively as practicable under
existing circumstances.
Subject only to the first paragraph of thisSection and Section 8.01, MSRC
EXPRESSLY DISCLAIMS AND
EXCLUDES, AND THE COMPANYACKNOWLEDGES AND AGREES (ON
BEHALF OF ITSELF AND EACH
COVERED ENTITY), TO THISDISCLAIMER AND EXCLUSION AND
WAIVES (ON BEHALF OF ITSELF AND
EACH COVERED ENTITY), ALL
WARRANTIES, STANDARDS, AND
GUARANTEES, WHETHER EXPRESSOR IMPLIED, ARISING BY OPERATIONOF LAW OR OTHERWISE, INCLUDINGANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR
A PARTICULAR USE OR PURPOSE,
WITH RESPECT TO ANY RESOURCES.
9. 02. MSRC Status and Employees.
Notwithstanding the Covered Entity’s rightto direct Resources under this Agreement,
MSRC will be and will remain an
independent contractor acting under the
direction of the Covered Entity at all times
during its provision of Resources under thisAgreement. The parties do not intend thisAgreement to create any other relationshipbetween MSRC and the COMPANY or any
Covered Entity, including that ofmaster/servant, employer/employee,
partners, or joint venturers.
9. 03. INDEMNIFICATION AND
EXCLUSIVE REMEDY.
9.03(a) Nature of Relationship. MSRC
and the COMPANY recognize and agree
that, in connection with providing the
Resources under this Agreement and in
furtherance of the express public policy

12
WSMC Member MSRC Service Agreement December 16, 2013

goals underlying OPA and other laws tofacilitate prompt and effective response
to Spill Events: (a) MSRC is a
nonprofit and tax-exempt corporation
providing services to promote thewelfare of the public; (b) any Resources
provided under this Agreement are forthe sole benefit of the COMPANY or
the Covered Entity; (c)the extraordinaryand emergency nature of providing
Resources may require actions byMSRC and MSRC Integral
Subcontractors that may give rise to avariety of Claims; (d)MSRC has based
the charges for and availability of the
Resources to be provided under thisAgreement on the premise that the
COMPANY, or anyone asserting rights
on its behalf, will not challenge MSRC's
right to be indemnified as provided inthis Section 9.03. Accordingly, MSRC
and the COMPANY fully understandand recognize and agree that the natureof the Resources to be provided under
the terms set forth in this Agreement
make it appropriate, equitable andessential to provide for the allocation of
the risks and liabilities, limitation ofremedies, and the indemnification of
MSRC and the MSRC Integral
Subcontractors as set forth in thisSection 9.03.

- -THE COMPANY EXPRESSLYRECOGNIZES AND ACCEPTS ITSOBLIGATIONS ARISING UNDERSECTION 12.08 FOR
INDEMNIFICATION AS SETFORTH IN THIS SECTION 9.03.

HARMLESS THE INDEMNITEES AND
EACH OF THEM, AGAINST AND FROMANY AND ALL LOSSES, LIABILITIES,DAMAGES, COSTS AND EXPENSES OFANY SUCH INDEMNITEES RELATEDTO ANY CLAIM ARISING OUT OF, OR
IN ANY MANNER CONNECTED WITH,
MSRC'S PERFORMANCE OF OR
ALLEGED FAILURE TO PERFORM ITSOBLIGATIONS UNDER THISAGREEMENT AS A RESULT OF A
SPILL EVENT WHERE THE
INDEMNITEE DEMONSTRATES THAT
THE COMPANY, OR ANY
APPLICABLE COVERED ENTITY,
COULD HAVE BEEN LIABLE IF SUED
DIRECTLY OR DID OR DOES HAVE A
LIABILITY FOR OR WITH RESPECT TO
SUCH CLAIM UNDER OPA OR ANYOTHER APPLICABLE FOREIGN,FEDERAL, STATE OR LOCAL LAW(WHETHER STATUTORY OR
COMMON) AND IRRESPECTIVE AS TO
WHETHER SUCH LIABILITY WOULD
BE CONSIDERED DIRECT, INDIRECT,CONCURRENT, JOINT, PRIMARY,SECONDARY, VICARIOUS ORDERIVATIVE OF THE LIABILITY OF
ANY INDEMNITEE WITH RESPECT TO
SUCH CLAIM. IF THE COVEREDENTITY PROVIDING AN INITIAL
CALL-OUT NOTICE IS NOT THE"RESPONSIBLE PARTY" FOR THE
APPLICABLE DISCHARGE AS
DEFINED IN OPA, THE LIABILITY OF
THE COVERED ENTITY FOR THE
PURPOSES OF THIS SECTION 9.03(b)SHALL INCLUDE THE LIABILITY OF
SUCH "RESPONSIBLE PARTY".

9.03(b) COVER
INDEMNIFICATION. SUBJECT TO
THE PROVISIONS OF SECTIONS
9.03(d) AND (e) BELOW, IT IS
AGREED THAT THE COVEREDENTITY WILL DEFEND,INDEMNIFY AND HOLD

9.03(c) INDEMNIFIED CLAIMS.
UNLESS OTHERWISE SPECIFICALLYEXCLUDED BY SECTION 9.03(d), THE
OBLIGATIONS OF THE COVEREDENTITY UNDER SECTION 9.03(b)SHALL INCLUDE, WITHOUT
LIMITATION, ANY CLAIM ARISING

13
WSMC Member MSRC Service Agreement December 16, 2013

OUT OF, OR IN ANY MANNER
DIRECTLY OR INDIRECTLYCONNECTED WITH, THE
FOLLOWING:SUBCONTRACTORS OF THE
COMPANY OR ANY COVEREDENTITY;(i) THE PROVISION,
MOBILIZATION, DEPLOYMENT ORDEMOBILIZATION OF RESOURCESUNDER THIS AGREEMENT OR THE
FAILURE TO PROVIDE, MOBILIZE,DEPLOY OR DEMOBILIZE SUCHRESOURCES;(ii) THE PERMANENT ORTEMPORARY TERMINATION OR
SUSPENSION OF MSRC'SPERFORMANCE OF OR PROVISIONOF RESOURCES OR THE
TERMINATION OF THISAGREEMENT BY MSRC,PROVIDED THAT SUCHSUSPENSION OR TERMINATION IS
IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT;(iii) THE ASSERTION OFRESPONDER IMMUNITY BY MSRC
OR ANY OTHER PERSON;(iv) THE NEGLIGENCE OF MSRC
OR ANY INDEMNITEE,INCLUDING A NEGLIGENT
DEFAULT OR BREACH BY MSRCOF ITS OBLIGATIONS UNDER
THIS AGREEMENT;(v) ANY CLAIM FOR PERSONALINJURY OR WRONGFUL DEATH OFPERSONS WHO ARE EMPLOYEESOR INVITEES OF THE COMPANY,
OR ANY COVERED ENTITY, ON
THE VESSEL OR FACILITY THAT IS
THE SOURCE OF THE SPILLEVENT, OR ANY MSRCSUBCONTRACTORS (OTHER THANMSRC INTEGRALSUBCONTRACTORS) OR OTHER- -(vi) ANY RISKS OR LIABILITIESCONCERNING OR RELATED TO THE
TRANSPORTATION, STORAGE,
TREATMENT OR DISPOSAL OFRECOVERED OIL, HAZARDOUS
SUBSTANCES OR ANY WASTE WHEN
COLLECTED, RECOVERED OR
GENERATED AS A RESULT OF, OR
WHEN USED IN, PROVIDINGRESOURCES, OTHER THAN ANYGARBAGE OR REFUSEINCIDENTALLY GENERATED BYMSRC IN ITS OWN OPERATIONS; AND(vii) INFRINGEMENT BY THE
COMPANY OR BY A COVEREDENTITY (OR MSRC THROUGH THE
USE OF EQUIPMENT, PROCESSES OR
OTHER PROPERTY OWNED OR
OPERATED BY OR PROVIDED BY OR
ON BEHALF OF THE COMPANY OR A
COVERED ENTITY BUT EXCLUDING
MSRC'S OWN EQUIPMENT) OF ANY
PATENT, COPYRIGHT, TRADEMARK,OR SERVICE MARK ORMISAPPROPRIATION OF ANYPROPRIETARY INFORMATION OR
TRADE SECRETS.
9.03(d) Excluded Obligations. The
obligations of the Covered Entity under
Sections 9.03(b) and (c) shall not include
and shall not apply to:(i) the extent (but only to the extent) thatapplicable law would render such indemnity
or hold harmless agreement void or
unenforceable;(ii) the extent that any Claim is caused by
any Indemnitee's gross negligence or willful,reckless, or criminal misconduct;

14
WSMC Member MSRC Service Agreement December 16, 2013

(iii) the portion of any Claim for which
an insurer of MSRC recognizes orotherwise has an obligation to pay under
the applicable policy or cover;(iv) any portion of a Claim arising fromor related to services or equipment
provided by MSRC to a Spill Eventother than pursuant to this Agreement
including services or equipment
provided by MSRC to a Spill Event
after the Covered Entity has, pursuant tothis Agreement, terminated the services
of MSRC under this Agreement at such
Spill Event;(v) any Claim for personal injury or
wrongful death of Persons who areemployees of MSRC or MSRC Integral
Subcontractors;(vi) any portion of a Claim with respect
to a Spill Event where the payment ofsuch portion of the Claim would cause
the aggregate of (i)the amount of any
payments actually made by or on behalfof the COMPANY or the Covered
Entity to or on behalf of any Indemnitees
under this Agreement or any MSRC
Subcontractors pursuant to Section
9.03(i) with respect to such Spill Eventand (ii)the amount of any payments
made by or on behalf of the
COMPANY or the Covered Entity forremoval costs or damages under OPA
with respect to such Spill Event, toexceed the Cap with respect to such Spill
Event, whether or not under OPA or any
other applicable law or regulation or inany proceeding the Cap can be
maintained by the COMPANY or the
Covered Entity; provided that the
restrictions of this Section9.03(d)(vi)
shall not apply to any Claim for which
the COMPANY or the Covered Entity
has previously assumed the defense ofsuch Claim under Section9.03(e); or- -(vii) any portion of a Claim with respect towhich an Indemnitee has successfully
maintained an immunity from liability under
any applicable provision of OPA or otherforeign, Federal or state law; provided,
however, that the exclusion under thisSection 9.03(d)(vii) shall not apply to costs(including attorneys' fees) incurred by theIndemnitee in asserting said immunity.
9.03(e). Procedure for Indemnification
with Respect to Third Party Claims. The
obligations and liabilities of the
COMPANY or the Covered Entity withrespect to Claims resulting from theassertion of liability by a Person other thanan Indemnitee (a"Third Party") against such
Indemnitee (for the purposes of this Section
9.03, "Third Party Claims") shall be subject
to the following terms and conditions:(i) The Indemnitee shall be obligated to give
prompt (but in no event greater than sixty(60) days) written notice to the Covered
Entity (and MSRC if the Indemnitee is not
MSRC) of any Third Party Claim which is
subject to the indemnification of the
Covered Entity under this Section 9.03,
stating the nature and basis of the Claim,
and the amount thereof, to the extent known.
Within thirty (30) days of the giving of such
notice, the Covered Entity shall do one of
the following: (a)satisfy the Claim, (b)assume the defense of such Claim by written
notice to the Indemnitee (and MSRC, if theIndemnitee is not MSRC) and by executing
a litigation indemnity in form and substancereasonably acceptable to the Indemnitee(including an acknowledgment of the waiverby the Covered Entity of the applicability ofSections 9.03(d)(vi) and (vii) with respect tosuch Claim), or (c)request by written noticeto the Indemnitee (and MSRC, if theIndemnitee is not MSRC) that either MSRC
or the Indemnitee assume the defense of theClaim; provided, however, that the Covered

15
WSMC Member MSRC Service Agreement December 16, 2013

Entity shall not have the right to assume
the defense of a Third Party Claim if the
Covered Entity does not perform theindemnification obligations under thisSection 9.03 or the payment obligations
under Section 7.01, and the COMPANY
shall not have the right to assume thedefense of a Third Party Claim in theevent of a breach or anticipatory breachby the COMPANY of theindemnification obligations under thisSection 9.03 or the payment obligations
under Section 7.01.
(ii) If the Covered Entity has requested
that MSRC or the Indemnitee assume
the defense of a Third Party Claim,
MSRC or the Indemnitee, as the casemay be, shall be entitled to select its own
counsel in connection with such Claim.
If the Covered Entity elects to defend
any such Claim, the Covered Entity shallmake available to MSRC all reports orother documents relating to the defenseof the Claim and allow MSRC, at its
cost, to participate in meetings orconversations relating to the defense of
the Claim; however, if MSRC or the
Indemnitee should elect to have its own
counsel in connection with monitoring
the defense of any such Claim orotherwise to represent the interests of theIndemnitee, particularly with respect tothe rights of the Indemnitee to beindemnified by the Covered Entity under
this Section 9.03, the costs of suchcounsel shall be borne by theIndemnitee. If MSRC or the Indemnitee
assumes the defense of a Third Party
Claim, for so long as the COMPANY or
the Covered Entity has an obligation toindemnify the Indemnitee, MSRC or the
Indemnitee shall make available to the
COMPANY or the Covered Entity, as
the case may be, all reports or otherdocuments relating to the defense of theClaim and allow the Covered Entity, at- -its cost, to monitor meetings andconversations relating to the defense of theClaim. If there is more than one Indemnitee,
the Indemnitees shall be entitled to have one
joint counsel, at their cost, in connection
with such Claim to monitor the defense orotherwise represent the interests of all such
Indemnitees, which counsel shall be selectedby MSRC. If MSRC assumes the defenseof a Third Party Claim, the Covered Entity
shall be obligated to pay the invoiced
reasonable fees and expenses of counsel for
MSRC or the Indemnitee, as the case may
be, as such fees and expenses are incurred.
Unless otherwise required to protect theright of the Indemnitee to be indemnified by
the Covered Entity, the Indemnitee shall beobligated to cooperate fully in any defense
to a Claim conducted by the Covered Entity.
Any party defending any Claim shall assert
any exemption or immunity from liability
that may be available, including, without
limitation, any Responder Immunity.
(iii) So long as the Covered Entity is
defending, the Indemnitee shall notcompromise or settle any such Claim
without the prior written consent of the
Covered Entity, and, if the Indemnitee
should object to any compromise or
settlement of such a Claim acceptable to the
Covered Entity, such Indemnitee shallthereafter assume the costs of defending theClaim and the Covered Entity’s obligations
with respect to such Claim shall be limited
to the compromise or settlement that was
acceptable to the Covered Entity. If MSRC
or the Indemnitee is defending such Claim,
the party defending such Claim shall consult
with the Covered Entity concerning any
compromise or settlement but shall beentitled to compromise or settle such Claim
without the prior consent of the Covered
Entity, but if the Covered Entity objects tothat compromise or settlement, the Covered
Entity can assume the defense provided that
the Covered Entity secures its obligation to

16
WSMC Member MSRC Service Agreement December 16, 2013

defend and pay such Claim in a manner
satisfactory to MSRC, and Sections
9.03(d)(vi) and (vii) are no longer
applicable to such Claim.

entitled to the benefits provided to
Indemnitees pursuant to Sections 9.03(a)through (g).

9.03(f). Procedure forIndemnification with Respect to
Claims other than Third Party
Claims. Any judicial or non-judicial
application or proceeding forindemnification from the COMPANY
or the Covered Entity under this Section
9.03 for any Indemnitee for a Claim thatis not a Third Party Claim can only becommenced, administered or processedby MSRC, for the account and benefit of
the Indemnitee on whose behalf anapplication for indemnification under
this Section 9.03 was submitted to the
Covered Entity by MSRC; provided,
however, that if MSRC is legally orotherwise unable to commence,administer or process such application orproceeding on behalf of an Indemnitee,such Indemnitee may commence andprocess such proceeding against the
Covered Entity directly.
9.03(g). No Waiver. Nothing in thisAgreement or this Section 9.03 shallconstitute a waiver or limitation of therights of MSRC with respect to
Responder Immunity or any otherstatutory or common law defense to or
limitation of liability of the COMPANY
or Covered Entity resulting therefrom.
9.03(h). MSRC Integral
Subcontractors as Indemnitees. Only
MSRC Integral Subcontractors actuallylisted by name in Schedule 6, as such
Schedule may be amended pursuant to
Section 11.05 (but not any
subcontractors not so listed by nameeven if such subcontractors provide
services of the type provided by an
MSRC Integral Subcontractor), are- -9.03(i). Indemnity to MSRC
Subcontractors. The COMPANY hereby
irrevocably designates, appoints andauthorizes MSRC as its agent to executeand deliver an indemnification agreement in
the form of Schedule 5 hereto, as MSRC,
with the concurrence of MPA may elect, on
behalf of the COMPANY and the Covered
Entity to any MSRC Subcontractor (otherthan an MSRC Integral Subcontractor). The
MSRC Subcontractors to which MSRC ispermitted to extend such indemnification are
set forth in Schedule 5A, as such Schedule
may be amended by MSRC with theconcurrence of MPA and which amendment
will be effective immediately upon written
notice by MSRC to the COMPANY.
9.04. Covenant Not to Sue.
9.04(a). Release of Liability. The
COMPANY, on behalf of itself and each
Covered Entity, in recognition of theaccommodation and special circumstancesof MSRC described in Section 9.03(a),hereby irrevocably releases and forever
discharges the Indemnitees other than the
MSRC Integral Subcontractors (thoseIndemnitees other than MSRC Integral
Subcontractors are referred to in this Section
as the "MSRC Indemnitees") from liability
for any and all Claims whatsoever, including
but not limited to Claims for contribution,breach of contract, tort, or otherwise, or any
Claims arising from the negligence or grossnegligence of the MSRC Indemnitees, that
the COMPANY or the Covered Entity
currently has or may have against the MSRC
Indemnitees arising from, related to, or inconnection with this Agreement.
9.04(b). Other Claims. The COMPANY,
on behalf of itself and each Covered Entity,

17
WSMC Member MSRC Service Agreement December 16, 2013

also covenants and agrees that neither
the COMPANY nor any Covered Entity
will (i)file a cross-claim or counterclaim against the MSRC Indemnitees or(ii)assert the legal liability of any MSRC
Indemnitee as a defense in any formal
pleadings in any legal proceeding arisingfrom, related to, or in connection withthis Agreement or concerning any Claimbrought by any Person other than an
Indemnitee against the COMPANY or
the Covered Entity related to a Spill
Event. This Section will not be
construed in any way to limit, restrain,or prohibit the making of any factual
statements by any Person in any
pleading, argument, filing, affidavit,
deposition, or testimony in any such
legal proceeding.
9.04(c). Exceptions. Sections 9.04(a)and 9.04(b) will not preclude the
COMPANY from pursuing Claims (i) under the arbitration provisions ofArticle X regarding disputes related to
payment for MSRC's services under thisAgreement, (ii)seeking injunctive reliefor specific performance or (iii)under thearbitration provisions of Article X
arising from the willful, reckless, or
criminal misconduct of the MSRC
Indemnitees.
9.04(d). Breach. If this Section 9.04 at
any time is breached by the COMPANY
or any Covered Entity (including abreach because an allegation of willful,reckless, or criminal misconduct is not
ultimately determined by a final decisionor order of the party adjudicating any
dispute to have been correct), theCOMPANY and Covered Entity will bejointly and severally liable for any
incidental or consequential damages ofan MSRC Indemnitee arising from orrelated to that breach, including without
limitation any and all attorneys' fees and- -expenses incurred by an MSRC Indemnitee
in defending any litigation resulting fromthat breach. That liability will not be limited
in amount by any other provision of thisAgreement.
9.04(e). Full Force and Effect. This
Section 9.04 will remain in full force andeffect notwithstanding the existence of any
breach or default by MSRC of its
obligations under this Agreement, or the
expiration or earlier termination of thisAgreement.
9. 05. Financial Responsibility. The
COMPANY covenants and agrees tocomply with the provisions of Schedule 2.
9. 06. Insurance.
9. 06(a). MSRC Insurance. MSRC willobtain and maintain at its sole cost during
the term of this Agreement the insurance
coverage described in Schedule7, as such
Schedule may be amended by MSRC withthe concurrence of MPA and whichamendment will be effective immediately
upon written notice by MSRC to the
COMPANY.
9.06(b). Subcontractor Insurance.
MSRC will require in its contracts with all
MSRC Subcontractors that all thosesubcontractors provide to MSRC evidence
of insurance coverage maintained by eachcontractor that in the reasonable judgment of
MSRC is customary in the industry of suchsubcontractor.
9.06(c). Role of MSRC Insurance. As
set forth in Section 9.03(d)(iii), therecognition of its obligation to pay by aninsurer of MSRC for any portion of a Claimrelieves the Covered Entity of its
indemnification obligation under Section
9.03(b) with respect to such portion of theClaim. However, if an Indemnitee does not

18
WSMC Member MSRC Service Agreement December 16, 2013

ultimately receive payment on anindemnified Claim from an insurer of
MSRC, the Covered Entity will beobligated to pay that Claim in
accordance with the terms of this Article
IX. After the making of that payment,
the Covered Entity will be subrogated to
the rights of MSRC and the Indemnitee
to seek recovery for that portion of theClaim from the insurer. MSRC and theIndemnitee will cooperate fully with the
Covered Entity in seeking recovery fromany such insurer. Any right of the
Covered Entity to assume the defense of
a Claim from MSRC or an Indemnitee
pursuant to Section 9.03 will be subject
to the rights and duties of an insurer ofMSRC that has acknowledged coveragefor that Claim to participate in or assume
the defense of the Claim.
9. 07. No Third-Party Beneficiaries.
This Agreement is solely for the benefitof MSRC and the COMPANY, and no
third party will have any interest, Claim,
or right to enforce any provision of thisAgreement against either MSRC or the
COMPANY, except for the rights ofIndemnitees to enforce the Covered
Entity's indemnity of those Indemnitees
under Section 9.03.
ARTICLE X. ARBITRATION ANDDISPUTE RESOLUTION
10. 01. Inform and Negotiate. MSRC
and the COMPANY will each use its
best efforts to inform the other party by
written notice promptly following thelater of the occurrence or the discoveryof any such occurrence of any issue or
event that the party knows has raised a
dispute under this Agreement. The
COMPANY and MSRC will try toresolve any disputed matter by
negotiation. If the dispute is not- -resolved to the satisfaction of a party, thatparty will deliver a written notice of Claimto the other party.
10. 02. Arbitration. If MSRC and the
COMPANY are unable to agree upon asettlement of any matter, the matter will be
subject to arbitration in accordance with theprovisions of Schedule9. If the arbitration
could not timely achieve a requested
injunctive remedy, or if the matter involves
an issue where the only remedy under thisAgreement is specific performance, either
party may commence an action solely forpreliminary injunctive relief. Any otherdispute or Claim arising out of or relating tothis Agreement will be settled exclusively
and finally by arbitration. Any decision oraward of the arbitral tribunal will be final
and binding upon the parties to thearbitration proceeding.
10. 03. Continued Performance. Eachparty will continue to perform its obligations
under this Agreement without deduction,
set-off, or any other charges of any naturewhatsoever and without prejudice to its
position in any pending dispute. Each party
will retain its rights to terminate or suspend
the provision of Resources under thisAgreement.
10. 04. Jurisdiction. Any judicial action
or proceeding between the COMPANY andMSRC directly or indirectly connected withand permitted under this Agreement will be
brought in the United States District Court
for the Southern District of New York if thatcourt has subject matter jurisdiction, and in
all other cases in the Supreme Court of theState of New York, County of New York.
The COMPANY and MSRC each consent
to process being served in any mannerpermitted by law.
10. 05. Enforceable Award. Any award
in an arbitration may be enforced against the19
WSMC Member MSRC Service Agreement December 16, 2013

parties to the arbitration or their assets,
wherever found. Judgment upon anarbitration award may be entered in the
United States District Court for theSouthern District of New York.

(v) The COMPANY breaches its material
obligations under this Agreement, other thanthe obligations under (i), (iii), and (iv)above, and that breach is not cured within
thirty (30) days after written notice fromMSRC specifying that breach.

10. 06. Requirements for All Persons.
Indemnification under Section 9.03 is
contingent on the Indemnitee abiding by
the provisions of this Article X.
ARTICLE XI. TERM AND
AMENDMENT OF AGREEMENT
11. 01. Full Termination by MSRC.
11. 01(a). Events of Default. If any of
the following events occurs and iscontinuing, it is an "Event of Default":(i) Any of the COMPANY
representations and warranties in Section
8.01 prove to be untrue or incorrect inany material respect;(ii) Any COMPANY Insolvency Eventoccurs;(iii) The COMPANY fails to satisfy anyof this Agreement's payment obligations(including the obligations in Article VII)in an aggregate amount in excess of$100,000, fails to pay any disputed
MSRC invoices in an aggregate amount
MSRC reasonably considers to be a
problem for the funding of MSRC'soperations or readiness, or fails toprovide security for payment inaccordance with Section 7.01;(iv) The COMPANY or a Covered
Entity engages in a pervasive pattern ofillegal or knowingly unsafe practices in
directing Response Activities performed
or provided under this Agreement; or- -11. 01(b) MSRC Termination of
Resources. Upon an Event of Default
MSRC may terminate Resources to the
Covered Entity with at least twenty-four(24) hours (or 48 hours if the Event of
Default is a failure to pay under Section
11.01(a)(iii)) prior notice to the Covered
Entity and, if applicable, the FOSC. MSRC
may withdraw all Resources from the Spill
Event when the notice period expires.
MSRC also may terminate Resources
without any notice if any of the
COMPANY's representations or warranties
in Section 8.01(e) or (f) prove to bematerially untrue or incorrect or if it has an
Insolvency Event (Section 11.01(a)(ii)).
The Covered Entity must pay MSRC costs
incurred after termination only fordemobilizing, on a reasonable schedule,
MSRC Response Personnel, MSRC
Response Equipment, and any (unassigned)
MSRC Subcontractor from the Spill Event,and for any cleaning, repair, or maintenanceof MSRC Response Equipment required
under Section 7.02.
11. 01(c). Reinstatement Option. MSRC
may, in its discretion after an Insolvency
Event (Section 11.01(a)(ii)) reinstate
Resources, upon the Covered Entity’scompliance with MSRC’s request for
payment security under Section 7.01(c).
11. 02. Covered Entity Termination of
Resources. The Covered Entity may
terminate, in whole or in part at any time,
Resources being provided under thisAgreement by written notice to MSRC.

20
WSMC Member MSRC Service Agreement December 16, 2013

11. 03. Term of the Agreement.
11. 03(a). Term. This Agreement iseffective upon the satisfaction of all of
the following: (i) WSMC satisfies all
steps in becoming an MPA Member of
MPA, (ii) the COMPANY satsifies all
steps in becoming a member of WSMC,
and pays all requried WSMC fees, and(iii) the COMPANY executes thisService Agreement. This Agreement
will continue for one (1) year, or until
the earlier termination pursuant to theprovisions of Sections 11.03(b) or
11.03(c). This Agreement will continue
automatically for successive periods ofone (1) year provided (i) WSMC
continues as an MPA Member for thatsuccessive one (1) year period, and (ii)the COMPANY continues as a memberof WSMC, and pays all requried WSMC
fees, for that successive one (1) year
period.
11. 03(b). MSRC Termination of
Agreement. If any Event of Default
occurs and continues MSRC may, in
addition to its right to terminate
Resources pursuant to Section 11.01(b)and any other rights and remedies under
this Agreement and at law or in equity,terminate this Agreement in its entirety
by providing the COMPANY with atleast ninety (90) days prior written
notice.
MSRC is also entitled to terminate thisAgreement upon thirty (30) days noticeif(i) MSRC has liquidated assets to pay
Claims against MSRC and therefore
cannot provide the contemplated level ofResources, or(ii) MSRC has not received the required
payments at the times required under the- -Directors and Officers Indemnification
Grant and Security Agreement, as amended(dated as of July 16, 1993 by and between
MSRC and MPA concerning theindemnification of the executive officers anddirectors of MSRC); the COMPANY or a
COMPANY affiliate (if so obligated) has
not made the payments at the times required
under the Supplemental Dues Call
Agreement, as amended (by and between
MPA and the COMPANY or a
COMPANY affiliate, relating to
supplemental dues calls by MPA to support
MPA’s obligations under the Directors andOfficers Indemnification Grant and Security
Agreement, as amended); or MSRC has notreceived the required payments at the times
required under the Legal Costs Grant
Agreement (dated July 9, 1993 by andbetween MPA and MSRC, as amended,
relating to payment of certain legal defense
costs), or(iii) those agreements described in (ii) above
are not in full force and effect and the
COMPANY (if so obligated) and MPA are
not in compliance in any material respect
under those agreements.
11. 03(c). COMPANY Termination of
Agreement. In addition to the right of the
Covered Entity to terminate the provision of
Resources pursuant to Section 11.02, theCOMPANY may terminate this Agreement
in its entirety, including, as a consequenceof such termination, the termination of all
Resources then being provided to a Spill
Event, at any time by providing MSRC withat least sixty (60) days written notice.
11. 03(d). Provisions Surviving
Termination. Upon termination of thisAgreement, the provisions of Sections 3.05,
3.06, 3.07, 5.02, 8.07, 9.01, 9.03(a)-(h),9.04, 9.07, 11.04, 12.01, 12.03, 12.04, andArticles VII and X will survive thetermination of this Agreement in accordance

21
WSMC Member MSRC Service Agreement December 16, 2013

with its terms. The provisions of Section
9.05 will survive any termination untileighteen months after (A) all Covered
Entity-required Article VII payments are
made or (B) there is no unsatisfied
pending Claim against MSRC related tothis Agreement (other than Claims
arising out of the execution and deliveryof this Agreement) remaining
outstanding, whichever date is later.
11. 04. Successors and Assigns. This
Agreement will be binding upon andinure to the benefit of the successors andassigns of this Agreement's parties.
Any assignment by the COMPANY will
be valid only if the assignee satisfies allof the COMPANY's obligations under
this Agreement existing at the date of theassignment and if the assignee
concurrently executes an agreement withMSRC assuming all obligations of the
COMPANY under this Agreement.
11. 05. Modification and Waiver.
11. 05(a). Prior Understandings andAmendment. This Agreement
supersedes all previous orcontemporaneous agreements,
understandings and correspondence
between the parties regarding thisAgreement's subject matter and, together
with all exhibits, schedules, andaddenda, constitutes the entire
agreement.
This Agreement may be amended during
its term by a written instrument
approved by MPA according to theapproval of amendments under the Grant
Agreement (dated July 17, 1991, as
amended, between MSRC and MPA).
The COMPANY may terminate thisAgreement pursuant to Section 11.03(c)if it objects to an amendment of thisAgreement pursuant to these procedures.
- -11. 05(b). Waiver. No benefit or rightaccruing to either party under thisAgreement will be waived unless the written
waiver is signed by both parties to thisAgreement. A waiver in one instance of any
act, condition, or requirement stipulated inthis Agreement will not constitute acontinuing waiver or a waiver of any otheract, condition, or requirement, or a waiver ofthe same act, condition, or requirement inother instances, unless specifically so stated.
ARTICLE XII. CONTRACT
INTERPRETATION
12. 01. Notices. Any notice required or
permitted to be delivered under thisAgreement is deemed made upon
acknowledgment of receipt when sent by
United States mail, or facsimile, or when thenotice is delivered in person to a party's
contact by name, title, address or facsimile
as set forth under the signature of the parties(or as expressly provided otherwise in thisAgreement). MSRC may also provide
notices to the COMPANY by providing
such notice to WSMC, which COMPANY
agrees is authorized to receive notices on its
behalf, with an electronic copy to
COMPANY using the email contact addressprovided during their enrollment in WSMC.
Both the COMPANY and MSRC may
designate additions or changes in contacts inwriting as necessary. Oral notice will be
sufficient if promptly confirmed in writing.
12. 02. Counterparts and Severability.
12. 02(a). Counterparts as Originals. The
parties may execute this Agreement in any
number of counterparts, intending eachcounterpart to serve as an original.
12. 02(b). Enforceability not Impaired. If
any provision of this Agreement is

22
WSMC Member MSRC Service Agreement December 16, 2013

determined to be invalid, illegal, or
unenforceable, the validity, legality, or
enforceability of the remaining
provisions will not in any way beaffected or impaired.

to the relative merits of any particularprovision.

12. 03. GOVERNING LAW. THISAGREEMENT WILL BE
GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE STATE OF
NEW YORK, INCLUDING THE
CHOICE OF LAW RULES OF THE
STATE OF NEW YORK.
12. 04. Private Contract. The
COMPANY and MSRC agree that thisAgreement is a private contract andshould not be construed or interpreted to
be a public contract or a private contract
creating public duties.
12. 05. Standard Contract. The terms
and conditions of this Agreement are astandard form of agreement. MSRC
will provide Resources for Oil Spill
Events in U.S. Jurisdictional Waters to:

12.07. Definitions and Defined Terms.
Capitalized terms used in this Agreement orin any of the Schedules, and not otherwise
defined, have the meaning ascribed to themin Schedule 1.

(i) others covered under the WSMC
Umbrella Plan only under this standard
form of agreement, as it may beamended from time to time inaccordance with 11.05(a),12.08. COMPANY and Covered Entity
Obligations and Rights.

(ii) other MPA Members or theiraffiliates only under their standard formof agreement, as it may be amended
from time to time in accordance with
Section 11.05(a), and(iii) to non-MPA Members, other thanthe U.S. Government or a state
government, only on applicable terms
and conditions no more favorable to that
non-MPA Member than this Agreement
is to MPA Members, when judging theterms and conditions and thisAgreement, each as a whole as opposed- -12.06. Usage. In this Agreement, singularincludes the plural and plural includes the
singular; "President" means the President of
the United States; "day" means a calendar
day unless otherwise specified; references toarticles, sections, exhibits, or schedules referto the corresponding part of this Agreement
unless otherwise specified; “state" includes
any commonwealths, territories,
possessions, districts, or other politicalsubdivisions of the United States; references
to a statute include all statutory provisions
consolidating, amending, or replacing thestatute referred to unless otherwise so stated;"including" means including without
limitation and not as a limitation; and"writing" includes printing, typing,facsimile, lithography, and other means ofreproducing words in a tangible visibleform.

12.08(a) Covered Entity Obligations.
The COMPANY, as the Corporate Parent of
the Covered Entity, unconditionally
guarantees the performance of all
obligations of the Covered Entity inaccordance with this Agreement if the
Covered Entity does not perform thoseobligations. If the Covered Entity does notelect to assume general management andoverall direction and control of all Response
Activities under this Agreement, theCOMPANY will assume those functions.
MSRC may enforce this guarantee without
first pursuing any remedies for

23
WSMC Member MSRC Service Agreement December 16, 2013

nonperformance against the Covered
Entity. Performance by MSRC to a
Covered Entity in accordance with thisAgreement discharges MSRC’s
obligations for performance of the sameobligations to the COMPANY.
Performance by a Covered Entity inaccordance with this Agreement
discharges the COMPANY’s
obligations for performance of the sameobligations to MSRC. The COMPANY
is not entitled to any extension of time
for performance or any other concession
or rights in addition to those set forth in
this Agreement with respect to theperformance of the Covered Entity’s
obligations.

COMPANY and its employees, contractors,
facilities and vessels.
12.08(e) No Rights to Enforce. A
Covered Entity may exercise the rights set
forth in regard to the Covered Entity in thisAgreement, including the right to assume
general management and overall direction
and control of all Response Activities under
this Agreement, but does not have or obtain
any rights to enforce directly by arbitrationor legal or administrative proceedings any
provisions of this Agreement, including any
obligations of MSRC under this Agreement.
The COMPANY retains all rights to enforce
this Agreement in accordance with its terms.

12.08(b) COMPANY Performanceof Covered Entity Obligations. The
COMPANY undertakes the applicableobligations of the Covered Entity under
this Agreement if no Covered Entity isidentified under Section 6.03 or no
Covered Entity is involved in theparticular use of Resources.
12.08(c) Exercise of Rights. The
COMPANY, at its election, may
exercise any and all rights of the
Covered Entity in this Agreement to theextent not already exercised in full by
the Covered Entity. In the event of aconflict between the exercise of any
rights under this Agreement by the
COMPANY and the Covered Entity, theexercise by the COMPANY controls.
12.08(d) References, Employees andContractors. If the COMPANY isrequired to perform any obligations orelects to exercise any rights of the
Covered Entity, those particular rights
and obligations and the correspondingreferences relating to the Covered Entity
or its employees, contractors, facilities
or vessels will apply and refer also to the- -24
WSMC Member MSRC Service Agreement December 16, 2013

SCHEDULE 1
DEFINED TERMS
As used in the Agreement, thefollowing terms will have the following
meanings:"Authorized Representative" means any of
the individuals or categories of individuals(e.g., by job title, such as "Plant
Managers," "Terminal Operators," "Vessel
Masters," “Qualified Individual,” etc.)
who are identified by written notice toMSRC as set forth in Section 6.03 for a
Covered Entity, and their designees.
"Business Day" means a day of the year
on which banks are not required or
authorized to close in New York City,
New York, Washington, D.C., or
Nashville, Tennessee.
"Cap" means, with respect to a Discharge,
the amount set forth below for the Facility
or Vessel that is the source of theapplicable Discharge; provided that if
more than one(1) Facility or Vessel is thesource of the Discharge, the amount willbe the greatest amount set forth below for
any of those Facilities or Vessels; andprovided further that if a Person is the"responsible party" (as defined in OPA)
for more than one (1) of those Facilities or
Vessels involved in the Discharge, the Cap
will be the sum of the amounts set forth
below for each of those Facilities or
Vessels:(i) for a Vessel, the amountestablished for that particular Vessel thatis derived from the computation applicableto that Vessel under the Vessel
Responsibility Amount;

Page 1(ii) for an Offshore Facility otherthan a Deepwater Port, the sum of (x) all
removal costs under OPA for the
Discharge from that Facility or Vessel and(y) $75million;(iii) for a Deepwater Port or an
Onshore Facility, $350 million; and(iv) for a MODU that is:(A) not being used as an
Offshore Facility, the amount established
for that particular MODU that is derived
from the computation applicable toVessels other than a Tank Vessel underclause (ii) of the Vessel Responsibility
Amount:(B) being used as an Offshore
Facility and deemed to be a Tank Vessel
under OPA, the amount established forthat particular MODU that is derived fromthe computation applicable to Tank
Vessels under the Vessel Responsibility
Amount; or(C) deemed to be an Offshore
Facility under OPA, the sum of (x) all
removal costs under OPA for the
Discharge from that MODU and (y) $75
million, reduced by the amount established
for that MODU under the immediately
preceding clause (B).
Capitalized terms used in this definitionand not defined in this Schedule 1 aredefined in Schedule 2 (Financial
Responsibility).
"Claims" means any claims; demands;
causes of action (including enforcement
actions); damages of any nature; costs(including costs of investigation);
expenses (including reasonable attorneys'
Schedule 1

WSMC Member MSRC Service Agreement - December 16, 2013

fees and costs and allocated expenses forin-house legal services); judgments; fines;
penalties; liabilities; obligations; andclaims by third parties for death, personal
injury or illness or for loss or damage toproperty; of every kind and naturewhatsoever under any Federal, state, local,
or other applicable law (statutory orcommon) including any claims for"removal costs" or "damages" as suchterms are defined in OPA.
"COMPANY" means the Person
identified as a party to the Agreement in
the cover of the Agreement.
"Covered Entity" means any Person that isboth (i)an affiliate of the COMPANY towhom the benefits of MPA membershipare extended pursuant to the MPA ByLaws and (ii)identified by written notice toMSRC as set forth in Section 6.03.
"Covered Facility" or "Covered Vessel"means any Facility or Vessel for which thebenefits of MPA membership have been
extended by an MPA Member.
"Direct" or "Directing" means that thedesignee of the President is directing all
Federal, state, and private actions toremove a Discharge or mitigate or preventthe threat of a Discharge, pursuant to
Section4201(a) of OPA (33 U.S.C.
Section1321(c)(1)(B)(ii)or (c)(2)(A)).
"Discharge" means any emission (otherthan natural seepage), intentional orunintentional, of Oil, Hazardous
Substance, or a pollutant or contaminant,and includes spilling, leaking, pumping,pouring, emitting, emptying, or dumping.

some administrative authority under the
President's direction for the purpose ofinterpreting, implementing, or giving
administrative effect to a provision of theUnited States Constitution or of some law
or treaty and (ii)published in the Federal
Register.
"Facility" or "Facilities" means any
structure, group of structures, equipment,
or device (other than a Vessel) that is used
for one or more of the following purposes:
exploring for, drilling for, producing,storing, handling, transferring, processing,or transporting Oil. This term includes
any motor vehicle, rolling stock, or
pipeline used for one or more of these
purposes.
"Federal On-Scene Coordinator" or"FOSC" means the Federal official
predesignated to coordinate and Direct
responses to a Spill Event under the
National Contingency Plan, 40 C.F.R. Part
300, or a comparable official of a foreign
Governmental Body.
"Force Majeure Event" means delays to, or
impracticabilities or impossibilities of,performance by MSRC and MSRC
Subcontractors under this Agreement
caused by any of the following events:
strikes, walkouts, riots, sabotage, enemy
action, civil commotion, fire, unavoidable
casualty, natural catastrophe, or any othercause beyond the reasonable control ofMSRC or the MSRC Subcontractors.
"Governmental Body" means any
government or its political subdivision,
whether foreign, Federal, state, or local, or
any agency or instrumentality of any suchgovernment or political subdivision.

"Executive Order" means an order or
regulation (i)issued by the President orPage 2

Schedule 1
WSMC Member MSRC Service Agreement - December 16, 2013

"Hazardous Substances" means any
substances or wastes other than Oil as
defined in OPA, now or hereafter definedas "hazardous substances", "hazardous
materials," "toxic substances," or"hazardous wastes" in any foreign,
Federal, state, or local law, code, rule,
regulation, order, or ordinance, presently
in effect or enacted after the date of theAgreement, promulgated or implemented
by any Governmental Body.
"Incident Commander" means theindividual who has been designatedpursuant to Section 3.01(a) to manage andsupervise the Covered Entity’s overall
response operations at the site of the
Discharge or that individual’s designee.
That individual may be the Authorized
Representative.
"Indemnitees" means MSRC, its directors,
executive officers, and employees and any
MSRC Integral Subcontractors named in
Schedule6 but not any directors, executive
officers, or employees of an MSRC
Integral Subcontractor.
"Initial Call-Out Notice" means the noticegiven pursuant to Section1.02 to MSRC ofa Spill Event.
"Insolvency Event" means with respect toa Person that,(i)a voluntary case or proceedingunder any applicable bankruptcy,
insolvency, or other similar law now orhereafter in effect is commenced by such
Person, or that Person consents to theentry of an order for relief in an
involuntary case or proceeding under any
such law or against that Person, or that
Person consents to the appointment of or
taking possession by a receiver, liquidator,
Page 3

assignee, trustee, custodian, sequestrator,
conservator, supervisor, rehabilitator (orother similar official) of that Person or forany substantial part of its properties, orthat Person makes a general assignment
for the benefit of creditors, or that Person
fails generally to pay its debts as they
become due or takes any corporate action
in furtherance of the foregoing; or(ii)an involuntary case under any
applicable bankruptcy, insolvency, orother similar law now or hereafter in effectis commenced against that Person, and thatcase or proceeding is not dismissed withinsixty (60) days; or(iii)a court or regulatory
authority having jurisdiction over that
Person enters a decree or order appointing
a receiver, liquidator, assignee, custodian,trustee, sequestrator, conservator,
supervisor, rehabilitator (or similar
official) of that Person or for any
substantial part of its properties, orordering the winding-up, supervision, or
liquidation of its affairs.
"Mobilize" and/or "Mobilization" means
actions to call out personnel and to prepare
and move personnel and equipment inconnection with a Spill Event.
"MPA" means Marine Preservation
Association, an Arizona nonprofit
corporation, or any successor to it.
"MPA Member" means a Person who is amember of MPA.
"MSRC" means Marine Spill Response
Corporation, a Tennessee nonprofit
corporation, or any successor to it.

Schedule 1
WSMC Member MSRC Service Agreement - December 16, 2013

"MSRC Integral Subcontractor" means a
subcontractor contractually obligated to
MSRC to provide any of the services
described on Schedule 6.
"MSRC Response Equipment" means
equipment of MSRC and MSRC Integral
Subcontractors available from time to time
under this Agreement, including theequipment described in MSRC’s OSRO
Certification RRI.
"MSRC Response Personnel" means
personnel of MSRC and MSRC Integral
Subcontractors available from time to time
under this Agreement, including thepositions generally described in MSRC’s
OSRO Certification RRI.
"MSRC Subcontractor” means acontractor or subcontractor that iscontractually obligated to MSRC toprovide personnel, equipment, goods
and/or services in connection with a Spill
Event.
"National Contingency Plan" or "NCP"
means the currently applicable National
Contingency Plan prepared and publishedunder Section311(d) of the Federal Water
Pollution Control Act (33 U.S.C. Section1321(d)), as it may be amended by OPA,
or revised under section 105 of theComprehensive Environmental Response,
Compensation, and Liability Act (42U.S.C. Section9605).
"Oil" means oil of any kind or in any
form, including but not limited topetroleum, fuel oil, sludge, oil refuse, andoil mixed with wastes other than dredged
spoil; but does not include petroleum,
including crude oil or any fraction of crudeoil, which is specifically listed ordesignated as a Hazardous Substance
Page 4

under subparagraphs (A) through (F) of
Section101(14) of the Comprehensive
Environmental Response, Compensationand Liability Act (42 U.S.C. Section 9601)
and which is subject to the provisions ofthat Act.
"Oil Spill Event" means any actual or
threatened Discharge of Oil into or
threatening waters or adjoining shorelines.
“Oil Spill Removal Organization (OSRO)
Classification Response Resource
Inventory” or “RRI” means theinformation filed by MSRC as it may beamended from time to time, used as a basisby the Coast Guard to classify MSRC asan OSRO.
"OPA" means the Oil Pollution Act of
1990, Pub. L. No.101-380, 104 Stat. 484(1990) and, unless otherwise specified, allregulations promulgated under it.
"OPA Response Plan" means a Vessel orFacility response plan required to be filed
under 33 U.S.C. Section 1321(j)(5) and its
implementing regulations.
"Operational Area" means the waters
described in the MPA October 30, 1992,
Operations Area Binder, or any
amendments to it consistent with thedescriptions in the charter and By-Laws ofMSRC and Exhibit 2 of the MPA Dues
Procedures, copies of which are available
for purchase from MPA.
"P&I Club" means any of the Protection
and Indemnity Clubs listed on Schedule 8 .
"Person" means any individual,
corporation, partnership, limited liability
company, joint venture, association, state,

Schedule 1
WSMC Member MSRC Service Agreement - December 16, 2013

county, municipality, interstate body, or
any political subdivision of any of them.

or SOSC, as applicable, for a particular
Spill Events.

"Permits" means licenses, permits,registrations, and qualifications with andunder foreign, Federal or state laws.

"Response Plan(s)" means the OPA
Response Plan and/or State Response
Plan.

"Records" means books; records;
correspondence; instructions; plans;receipts; vouchers; timesheets; anddocuments produced, developed, or
received by MSRC in providing
Resources to a Spill Event for a Covered
Entity that reflect, for that Spill Event, (i)amounts invoiced under the Agreement,(ii)the disposition of material, tools, andequipment, and (iii)response activities
carried out on behalf of the Covered
Entity.

“Resources” means MSRC Response
Personnel (including the associated MSRC
operations services provided by those
MSRC Response Personnel under thisAgreement), MSRC Response Equipment,
and Subcontractor Resources, available
from time to time under this Agreement.

"Responder Immunity" means the limited
immunity from liability provided by
Section4201(a) of OPA (33 U.S.C.
Section1321(c)(4)), or any other similar
limitation of liability with a similar effectand scope under any other form ofinternational, foreign, Federal, state, local,
or other law (those jurisdictions MSRC
has identified as having such a limitationof liability are identified on Schedule 4, as
it may be amended by written notice fromMSRC to the COMPANY).
"Response Activities" means thecontainment and removal of a Discharge
from the waters and shorelines, thetemporary storage of recovered
substances, or the taking of other actions
as necessary to minimize or mitigate
damage to the environment from a Spill
Event.
"Response Area" means the area or
activities defined by law or by the FOSC

Page 5“Spill Event” means any actual or
threatened Discharge (whether of Oil,
Hazardous Substances or other substances)
into or threatening waters or adjoining
shorelines, including requests to standby
for transfer (i.e., “Average Most Probable
Discharge”) and other similar operations.
"State On-Scene Coordinator" or "SOSC"
means a state official designated tocoordinate and direct state responses to a
Spill Event under state law.
"State Response Plan" means a Vessel orFacility Oil spill response or contingency
plan required under the laws or regulationsof any state of the United States withjurisdiction in the Operational Area.
“Subcontractor Resources” means the
personnel, equipment, goods and/or
services offered from time to time under
this Agreement to be provided by MSRC
Subcontractors.
"Unified Command" means the unified
command for a Spill Event, as designatedby the FOSC with jurisdiction over theclean-up activity.

Schedule 1
WSMC Member MSRC Service Agreement - December 16, 2013

"United States" includes the several statesof the United States, the District ofColumbia, the Commonwealth of Puerto
Rico, Guam, American Samoa, the UnitedStates Virgin Islands, the Commonwealthof the Northern Marianas, and any other
territory or possession of the UnitedStates.
"USCG" means the United States Coast
Guard.
"U.S. Jurisdictional Waters" means thenavigable waters of the United States,
including the territorial sea and theexclusive economic zone.
"Vessel" or "Vessels" means any and every
description of watercraft or other artificial
contrivance used, or capable of being used, asa means of transportation on water, other thana public vessel as defined in OPA.
“WSMC Operational Area” means the waters
along the coastal portions of the State ofWashington, south to North Head on Cape
Disappointment and normally extending three(3) miles offshore, including the inland watersof the State known as Puget Sound, Hood
Canal, Straits of Georgia, Haro, Rosario andJuan de Fuca, Admiralty Inlet, Lake
Washington, Lake Union and their connecting
waters, but excluding the waters of theColumbia River System.

Page 6

Schedule 1
WSMC Member MSRC Service Agreement - December 16, 2013