Exhibit 10.29
AGREEMENT REGARDING TRANSPORTATION SERVICES
This Agreement Regarding Transportation Services (the "Agreement") is
effective as of the 8th day of June, 1998 (the "Effective Date") by and
between USA Waste of California, Inc., a Delaware corporation ("Shipper"),
AMCOR Capital Corporation, a Delaware corporation ("AMCOR") and AMCOR
Biomass, Inc., a Delaware corporation ("Carrier").
W I T N E S S E T H
In consideration of the mutual covenants and agreements herein set forth, and
other good and valuable consideration, Carrier and Shipper do hereby agree as
follows:
1. TRANSPORTATION SERVICES.
1.1. Effective on the Commencement Date, Carrier will have the
exclusive right to transport for Shipper all Acceptable Waste
described in Exhibits "A-1" and "A-2" and any supplements,
reissuances or amendments thereto which have been agreed to and
initialed by each of the parties hereto (collectively,
"Amendments") (hereinafter each reference to Exhibits "A-1" and
"A-2" shall be deemed to refer to such Exhibits "A-1" and "A-2"
and any Amendments thereto) between the points named therein and
subject to the terms and provisions set forth below.
1.2. Effective on the Commencement Date, Shipper shall utilize Carrier
exclusively to transport the Acceptable Waste described in
Exhibits "A-1" and "A-2" from Shipper's Facility(s) (i.e.
transfer stations) described in Exhibits "A-1 and "A-2" and any
supplements, reissuances or amendments thereto which have been
agreed to and initialed by each of the parties hereto
(collectively, "Amendments") (hereinafter each reference to
Exhibits "A-1" and "A-2" shall be deemed to refer to such
Exhibits "A-1" and "A-2" and any Amendments thereto), to the
Final Destination as described in Exhibits "A-1" and "A-2", and
Carrier shall have the right to haul and deliver all such waste
material as long as it strictly fulfills its obligations under
this Agreement. This right of shipment shall not be applicable to
other commodities or material shipped by Shipper. Carrier shall
have no right to perform services, or obtain compensation
therefor, other than as expressly set forth in this Agreement or
by separate written agreement between the parties.
1.3. The amount of Acceptable Waste received at Shipper's Facility(s)
on a daily basis is subject to variation the term of this
Agreement. Shipper makes no representations or warranties as to
the amount of waste material that will be made available to
Carrier for transportation during the term of this Agreement, and
all amounts stated in Exhibits "A-1" and "A-2" are estimates
only, provided in good faith by Shipper and accurate to the best
of its knowledge as of the date of execution of this Agreement.
Shipper shall provide Carrier with at least three (3) business
days notice if it anticipates a substantial increase in the
amount of waste material to be transported by Carrier on a daily
basis.
1.4. In the event of Amendments to Exhibits "A-1" and "A-2" suggested
by Shipper, or the request of Shipper that Carrier perform
additional services, the parties agree to negotiate in good faith
for any changes in the transportation rate or a rate to be
charged for any additional services, as appropriate.
Notwithstanding any provision herein to the contrary, in the
event the parties are unable to reach agreement on a change in
the transportation rate, or a rate to be charged for any
additional services, Shipper shall have the right to obtain the
changed or additional services from another party without
penalty, provided, however, that the parties for a period of not
less than thirty (30) days attempt in good faith to resolve the
determination of rates for changed or additional services by
mediation under the
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Commercial Mediation Rules of the American Arbitration
Association ("AAA"). If the parties cannot agree on the selection
of the mediator, the AAA will select the mediator.
Notwithstanding the above, Carrier shall have the right to
continue providing existing services (i.e. not the subject of
Shipper's request for changed or additional services) on an
exclusive basis for the term of this Agreement.
2. TERMS OF PAYMENT.
2.1. Carrier will charge for the above transportation service on the
basis of the rates, charges and provisions set forth in Exhibits
"A-1" and "A-2".
2.2. Shipper shall pay Carrier for transportation services performed
within 30 days of invoice date. Carrier will xxxx Xxxxxxx on or
before the 15th day and the 30th day of the month for services
performed during the period since the last invoice. Shipper must
notify Carrier of any discrepancies in xxxxxxxx made within ten
(10) days of receipt. All undisputed amounts must be paid within
thirty (30) days of the invoice date.
3. TRACTORS, DRIVERS AND WORK RULES. Carrier will supply, maintain and
operate such tractors and provide the services of, and supervise,
drivers as in each instance are required to perform the transportation
service. Carrier shall provide all necessary trailers to perform the
services described in Exhibit A-2 (South Gate Transfer Station) and
Shipper will provide all necessary trailers to perform the services
described in Exhibit A-1 (Carson Transfer Station). Carrier warrants
that it will maintain its tractors, and any other vehicles used under
this Agreement, in roadworthy condition and comply with all state and
federal safety regulations, particularly with regard to the replacement
of tires and brakes. Carrier may, but is not required to, store
tractors used for this Agreement at Shipper's Facility in a location
designated by Shipper. Shipper shall operate the Shipper's Facility(s)
in a reasonable and prudent manner so as to prevent or minimize any
damage to Carrier's tractors or trailers while at Shipper's
Facility(s), other than normal wear and tear. Carrier shall hold
Shipper harmless for any damage to its tractors and trailers while at
Shipper's Facility except to the extent that such damage is caused by
the negligence of Shipper, its employees or agents. In addition to the
foregoing, Carrier will implement, maintain and enforce Work Rules that
at a minimum contain the provisions set forth on Exhibit "B". Carrier's
failure to implement, maintain and enforce its Work Rules shall
constitute a material breach of this Agreement.
4. CARE, CUSTODY AND CONTROL. Carrier shall have the sole and exclusive
care, custody and control of the Acceptable Waste described in the
applicable section of Exhibits "A-1" and "A-2" from the time Carrier
attaches its tractor to Shipper's loaded trailer until the Acceptable
Waste is discharged from such trailer at the Final Destination
specified by Shipper. Carrier assumes full responsibility for any
damage thereto or loss thereof, however occurring, during the time that
said Acceptable Waste and trailers are in Carrier's custody or
possession. Once the waste material is discharged from the trailer at
the Final Destination to the reasonable satisfaction of Shipper,
Shipper shall protect, defend and indemnify Carrier from any future
environmental liability in accordance with the terms and conditions of
Section 8.4 below.
5. COMPLIANCE WITH LAWS. Carrier agrees to comply with all local, state
and federal laws, regulations, approvals, requirements or orders
applicable to its performance under this Agreement and respecting all
of Carrier's operations hereunder. Without limiting the foregoing,
Carrier will at all times have and maintain all permits,
authorizations, registrations and franchises, and will make all filings
and notifications, required in order to perform its obligations
hereunder.
6. NOTIFICATION OF LOSS. Carrier shall give prompt notice to Shipper of
losses, damage injuries or liabilities to or involving persons or
property of Shipper, Carrier, third parties or the waste material in
any way related to the services covered by this Agreement.
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7. RELATIONSHIP OF THE PARTIES. In the performance of the Agreement,
Carrier and/or its agents and employees are not the agents or employees
of Shipper, but Carrier is an independent contractor, employing agents
and/or employees under the exclusive management and control of Carrier.
8. INDEMNIFICATION.
8.1. Carrier and AMCOR agree to defend, indemnify and hold Shipper
harmless and assume full responsibility for payment of all State
and Federal taxes for unemployment insurance, workers'
compensation, old age pensions or under any social security laws
or law, as to all employees of Carrier engaged in the performance
of this Agreement.
8.2. Carrier and AMCOR agree to defend, indemnify and hold Shipper
harmless for losses, damages, injuries or death that arise in
connection with the acts or omissions of Carrier in the
performance of its duties under this Agreement, or a violation of
applicable laws and regulations.
8.3. Shipper agrees to defend, indemnify and hold Carrier and AMCOR
harmless for damages, injuries or death that arise in connection
with the acts or omissions of Shipper in the performance of its
duties under this Agreement, or a violation of applicable laws
and regulations.
8.4. Shipper agrees to defend, indemnify and hold Carrier and AMCOR
harmless for any losses, injuries, or claims (including but not
limited to Removal or Remedial actions brought pursuant to the
Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C Section 9601 et seq., or any similar state or local
law) that arise in connection with the release of Hazardous
Substances (as that term is defined under 42 U.S.C. Section
9601(14) or any similar state or local law) from the facility
which is the Final Destination for waste material transported by
Carrier, provided, however, that this indemnity shall not apply
to the extent (i) that Carrier, and not Shipper, selected the
Final Destination for the waste material or (ii) the negligence
or willful misconduct of Carrier in the performance of its duties
under this Agreement.
9. TERM. This Agreement shall remain in effect for an initial term of five
(5) years from the Effective Date of this Agreement. Thereafter, the
term of this Agreement shall be automatically extended for two
successive five (5) year terms, unless notice in writing of termination
is given by either party to the other not less that 180 days prior to
the end of the the initial term or any successive term (the "Nonrenewal
Notice"). Notwithstanding the foregoing, at any time this Agreement may
be terminated for Cause by either party following written notice and
opportunity to cure of fifteen (15) days, upon 60 days' written notice
(except as otherwise provided herein). For purposes of this Agreement,
"Cause" shall include, but shall not be limited to:
9.1. The failure of Carrier to give notice of the Commencement Date
within six (6) months of the date of execution of this Agreement,
except where arising from an event of Force Majeure;
9.2. the failure of Carrier to perform or observe (unless arising from
events of Force Majeure as hereinafter defined) any of the terms
or provisions of this Agreement;
9.3. dishonesty or misconduct on the part of Carrier that is or is
reasonably likely to be damaging or detrimental to the business
of Shipper;
9.4. the assignment or sale of Carrier or AMCOR to a direct competitor
of Shipper, or any other material change in the ownership or
control of Carrier (including but not limited to the
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acquisition, through one or more transactions, of 50% or more of
the voting stock of Carrier or AMCOR by a person or persons not
already owning 50% of the voting stock of Carrier or AMCOR) not
approved by Shipper;
9.5. the failure of Carrier to provide the necessary equipment and
remove all waste material from Shipper's Facility(s) that Carrier
is capable of in good faith during the authorized operating hours
as set forth in Shipper's Solid Waste Facility Permit, or other
permits, licenses or approvals governing the operation of
Shipper's Facility(s) the "Permits");
9.6. actions on the part of Carrier that cause Shipper to be in
material or repeated violation of Shipper's Permits, or the
permits, licenses or approvals governing the operation of
disposal facilities owned or operated by Shipper or its affiliate
(; or
9.7. failure to maintain the insurance coverages as set forth in
Section 15;
provided, however, that (i) Carrier and AMCOR agree with respect to
Section 9.4 above to notify Shipper thirty (30) days prior to the
closing of any such sale or transaction and that Shipper shall have
the right upon such prior notification to terminate this Agreement
immediately upon 30 days' notice thereof to Carrier, (ii) that if
Shipper becomes entitled to terminate with Cause pursuant to
Sections 9.5 or 9.6 above, then notice of breach may be made by any
means, Carrier's opportunity to cure shall extend only until two
hours prior to the commencement of operations at Shipper's Facility(s)
on the business day following the day on which notice of breach is
provided, and Shipper shall have the right to provide for
transportation of the waste material through other parties at
Carrier's expense or to terminate this Agreement upon forty-eight (48)
hours notice thereof to Carrier, and (iii), that if Shipper becomes
entitled to terminate with Cause pursuant to Section 9.7 above, then
following written notice and opportunity to cure of five (5) business
days, Shipper shall have the right to provide for transportation of
the waste material through other parties at Carrier's expense or to
terminate this Agreement upon forty-eight (48) hours notice thereof
to Carrier.
10. FORCE MAJEURE. In the event that either party is prevented from
performing its duties and obligations pursuant to this Agreement by
circumstances beyond its control, including, without limitation, fires,
floods, labor disputes, or Acts of God (hereinafter referred to a
"Force Majeure") such that Shipper is unable to provide the waste
material for shipment or Carrier is unable to carry the waste material,
then the affected party shall be excused from performance hereunder
during the period of such disability and the term of the Agreement
shall be extended for a period identical to the period of such
disability. The party claiming Force Majeure shall promptly notify the
other when it learns of the existence of a Force Majeure condition and
shall similarly notify the other within a period of two (2) days,
excluding weekends and holidays, when the Force Majeure condition has
terminated. In the event Carrier fails to take delivery of shipments of
waste under this Agreement as a result of Force Majeure, bankruptcy or
insolvency Shipper shall have the right to engage another party to make
such Shipment without liability to Carrier hereunder.
11. UNACCEPTABLE WASTE. In the event that Shipper delivers Unacceptable
Waste to Carrier, Shipper, upon notification, shall take immediate
measures to remove the Unacceptable Waste for proper handling and
disposal at its own expense. If the Unacceptable Waste is not removed
within twenty-four (24) hours from receipt of notice, Carrier shall
have the right and authority to handle and dispose of the Unacceptable
Waste, and Shipper agrees to reimburse Carrier for its reasonable costs
related to the handling and disposal of the of Unacceptable Waste.
Shipper shall indemnify and hold Carrier harmless from and against any
any losses, injuries, or claims (including, but not limited to,
reasonable investigation and legal expenses) as incurred arising,
caused by, or resulting from Shipper's delivery of Unacceptable Waste.
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12. REPRESENTATIONS AND WARRANTIES.
12.1. Shipper's Representations. Shipper has the full right, power and
authority to enter into this Agreement as provided herein, and to
perform its obligations hereunder, and the individual executing
this Agreement is authorized to execute the Agreement on behalf
of Shipper. Shipper's execution of this Agreement and the
performance of its obligations hereunder will not (i) violate any
constitution, statute, regulation, rule, injunction, judgment,
order, decree, charge, or other restriction of any government,
governmental agency, or court to which Shipper is subject or any
provision of the articles or bylaws of Shipper or (ii) conflict
with, result in a breach of, constitute a default under, result
in the acceleration of, or create in any party the right to
accelerate, terminate, modify, or cancel, any agreement,
contract, lease, license, instrument, or other arrangements to
which Shipper is a party or to which any of its assets are
subject (or result in the imposition of any security interest
upon any of its assets), including but not limited to any
collective bargaining agreement or any solid waste collection
franchise agreement with a local governmental entity held by
Shipper or its affiliates. Shipper represents that to the best of
its knowledge and belief Carrier's performance of its obligations
pursuant to this Agreement will not subject Carrier to any taxes,
fees or charges imposed on a weight or volumetric basis on solid
waste operations, including but not limited to the Los Angeles
County Solid Waste Management Fee or any franchise fees payable
pursuant to any solid waste collection franchise agreement with a
local governmental entity held by Shipper or its affiliates.
12.2. Carrier's and AMCOR's Representations. Carrier and AMCOR have the
full right, power and authority to enter into this Agreement as
provided herein, and to perform their respective obligations
hereunder, and the individual executing this Agreement is
authorized to execute the Agreement on behalf of Carrier and
AMCOR. Carrier's and AMCOR's execution of this Agreement and the
performance of their respective obligations hereunder will not
(i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, charge, or other restriction
of any government, governmental agency, or court to which Shipper
is subject or any provision of the articles or bylaws of Carrier
or AMCOR or (ii) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, or create in any
party the right to accelerate, terminate, modify, or cancel, any
agreement, contract, lease, license, instrument, or other
arrangements to which Carrier or AMCOR is a party or to which any
of its assets are subject (or result in the imposition of any
security interest upon any of its assets).
13. AMCOR'S GUARANTY. AMCOR agrees to be fully responsible for and to
assure performance of the financial obligations of Carrier pursuant to
this Agreement. Upon demand of Shipper, AMCOR shall promptly pay all
monies due and owing by Carrier.
14. PUBLICITY. The parties agree that any press releases, brochures,
promotional materials or investor communications will be provided to
the other in advance for review and approval, which shall not be
withheld unreasonably. In addition, Carrier and AMCOR shall make no
disclosures of any kind regarding this transaction until forty-eight
(48) hours in advance of the Commencement Date, unless required by law.
15. INSURANCE. Carrier agrees to furnish to Shipper, upon execution,
certificates attesting to the existence of the following insurance, to
maintain the following insurance during the term of this Agreement:
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Coverages Limits of Liability
--------- -------------------
Workmen's Compensation Statutory
Employer's Liability $1,00,000 Each Occurrence
General Liability, Including $5,000,000 Combined Single
Bodily Injury, Property Limit, Each Occurrence
Damage and Contractual Liability
Automobile Liability, Including $5,000,000 Combined Single
Bodily Injury and Property Limit, Each Occurrence
Damage
Each such certificate shall contain a statement of the insurer's
obligation to notify the party to whom the certificate is addressed at
least thirty (30) days prior to cancellation of any policy covered
thereunder.
Customer's General Liability and Automobile Liability policies
shall name Shipper as an additional insured.
16. ASSIGNMENT. This Agreement is not assignable by Carrier, nor may there
be any other material change in the ownership or control of Carrier
without the written consent of Shipper, which shall not be withheld
unreasonably. This Agreement is not assignable by Shipper without the
written consent of Carrier, which shall not be withheld unreasonably,
except that Carrier's consent shall not be required for an assignment
to an affiliate of Shipper.
17. NOTICES. All notices required under this Agreement shall be to the
following addresses:
If to Shipper: USA Waste of California, Inc,
Los Angeles Division
0000 Xxxx 000xx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Division Manager
If to Carrier and AMCOR: AMCOR Capital Corporation
00000 Xxxx Xxxxxxxx Xxxxxxx
Xxxxx Xx Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx,
Vice President/CFO
18. GOVERNING LAW. This Agreement shall be construed under and in
accordance with the laws of the State of California.
19. HEADINGS. The headings in this Agreement are intended for convenience
and identification only, are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or any
provision hereof and shall be disregarded in the construction and
enforcement of this Agreement.
20. CONSTRUCTION. Each of the parties hereto agree and acknowledge that
each party has reviewed and has had the opportunity to revise this
Agreement and that the normal rule of construction
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to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed to the interpretation of this
Agreement or any amendment or exhibit hereto.
21. SEVERABILITY. Every provision of this Agreement is intended to be
severable. If any term or provision is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder hereof.
22. REMEDIES CUMULATIVE. The rights and remedies provided by this Agreement
are cumulative and the use of any one right or remedy by either party
shall not preclude or waive its right to use any or all other remedies.
Said rights and remedies are given in addition to other rights the
parties may have by law, statute, ordinance or otherwise.
23. ENTIRE AGREEMENT. This Agreement and the exhibits hereto constitute the
entire agreement and understanding of the parties with respect to the
subject matter hereof, and supersede all prior and contemporaneous
agreements and understandings, oral or written, relative to said
subject matter. No amendment, modification or alteration of the terms
hereof shall be binding unless the same shall be in writing, dated
subsequent to the date hereof, and duly executed (or, with respect to
Exhibit A, initialed) by the parties hereto.
24. DEFINITIONS. As used in this Agreement, the following terms shall have
the meanings set forth below.
24.1. "Acceptable Waste" means all garbage, refuse, rubbish and other
materials and substances discarded or rejected as being spent,
useless, worthless, or in excess to the owners at the time of
such discard or rejection and which are normally disposed of, or
collected from residential (single family or multi-family),
commercial, industrial, governmental and institutional
establishments which are acceptable for disposal at Class III
landfills in California.
24.2. "Commencement Date" means the date upon which Carrier has
obtained the necessary equipment and is ready, willing and able
to perform its obligations under this Agreement. Carrier shall
give Shipper at least ten (10) days written notice prior to the
estimated date on which it intends to begin performance.
Notwithstanding any provision herein to the contrary, Carrier
shall not be obligated to commence services pursuant to this
Agreement unless and until each of the Contingencies to Closing
set forth in Section 6.1 of the Real Estate Purchase Agreement
and Escrow Instructions between Carrier, AMCOR and an affiliate
of Shipper, dated June 8, 1998 have been satisfied, except for
the contingency set forth in Section 6.1.5 or to the extent that
any of the contingencies have been waived by Carrier.
24.3. "Unacceptable Waste" means Hazardous Waste; Hazardous Substances;
Hazardous Materials; untreated medical waste; Household
Hazardous Waste that has been separated from Acceptable Waste,
and waste that is not acceptable for disposal at Class III
landfills in California.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
AMCOR Capital Corporation USA Waste of California, Inc.
By: /s/ Xxxx Xxxxxxx By: /s/ X.X. Xxxx
------------------------------- ---------------------------------
Title: CHAIRMAN Title: Vice President
---------------------------- ------------------------------
AMCOR Biomass, Inc.
By: /s/ Xxxx Xxxxxxx
-------------------------------
Title: CHAIRMAN
----------------------------
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EXHIBIT A-1
TRANSPORTATION SERVICES TERMS - CARSON TRANSFER STATION
Waste Material/Product: Acceptable Waste
Shipper's Facility(s): Carson Transfer Station
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Hauling Rate: Rates are calculated per load and vary
by transfer final destination
(landfill). Current rates are as for
the Carson Transfer Station are as
follow:
LANDFILL RATE PER LOAD
--------------------------------------
Xxxxxxxx Canyon $120
Xxxxxx Hills $ 80
El Sobrante $121.50
CIM (Green Waste) $ 85
Hauling Rate Adjustment: The Hauling Rate will be adjusted
upward annually on each anniversary of
the Effective Date to reflect increases
(not decreases) in the Consumer Price
Index for the Los Angeles-Long Beach-
Anaheim area, as published by the U.S.
Department of Labor, Bureau of Labor
Statistics. In addition, Hauling Rate
shall be increased or decreased to
reflect extraordinary increases or
decreases in the cost of fuel, upon
presentation of appropriate
documentation by the party seeking the
adjustment.
Estimated Daily Tonnage: Average of 2,700 tons per day Monday
through Saturday
Special Requirements As set forth in El Sobrante Landfill
(El Sobrante) Agreement between USA Waste and
Riverside County, as it currently
exists or may be amended, including (i)
identifying markings on the tractors,
(ii) refraining from transporting waste
on SR91 through Corona from 6:00 - 8:30
am and 4:00 - 6:30 pm Monday -Friday,
and (iii) entering and exiting the I-15
freeway only at Temescal Canyon Road.
EXHIBIT A-2
TRANSPORTATION SERVICES TERMS - SOUTH GATE TRANSFER STATION
Waste Material/Product: Acceptable Waste
Shipper's Facility(s): South Gate Transfer Station
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Hauling Rate: Rates are calculated per load and vary
by transfer final destination
(landfill). Current rates are as for
the South Gate Transfer Station are as
follow:
LANDFILL RATE PER LOAD
----------------------------------------
Xxxxxxxx Canyon $160
Xxxxxx Hills $120
El Sobrante $161.50
Chino $125
Irvine/Xxxxx Xxxxxxxx L/F $135
Hauling Rate Adjustment: The Hauling Rate will be adjusted
upward annually on each anniversary of
the Effective Date to reflect increases
(not decreases) in the Consumer Price
Index for the Los Angeles-Long Beach-
Anaheim area, as published by the U.S.
Department of Labor, Bureau of Labor
Statistics. In addition, Hauling Rate
shall be increased, or decreased to
reflect extraordinary increases or
decreases in the cost of fuel, upon
presentation of appropriate
documentation by the party seeking the
adjustment.
Estimated Daily Tonnage: Average of 1,000 tons per day Monday
through Saturday
Special Requirements As set forth in El Sobrante Landfill
(El Sobrante) Agreement between USA Waste and
Riverside County, as it currently
exists or may be amended, including (i)
identifying markings on the tractors,
(ii) refraining from transporting waste
on SR91 through Corona from 6:00 - 8:30
am and 4:00 - 6:30 pm Monday -Friday,
and (iii) entering and exiting the I-15
freeway only at Temescal Canyon Road.
EXHIBIT B
AMCOR BIOMASS, INC.
WORK RULES
PAGE 1 OF 3
The following work rules are for the purpose of governing drivers employed by
AMCOR Biomass, Inc., hereinafter referred to as "drivers," while utilizing the
property of USA Waste of California, hereinafter referred to as "company."
We ask that all drivers read and understand the following work rules. They are
intended as a guide for all drivers so there will be no confusion or
misunderstanding of what the company expects from each of you.
All drivers are invited and encouraged to discuss all work problems with their
supervisor or the district manager or operations manager of the company.
Specific problems which interfere with the completion of your work in a prompt
and correct manner should be brought to the attention of your immediate
supervisor or the company district manager as soon as they develop. Failure to
do so can only result in growing problems for all of us.
MANAGEMENT RIGHTS
The company reserves the right to assign work, schedule production, or request
that TransPacific reassign any driver by necessity to enforce compliance with
the rules and regulations of conduct and safety. These rights are vested solely
and exclusively with and retained by the company, except as specifically
mediated by the terms of the agreement.
DISHONESTY, THEFT AND PILFERAGE
Theft, pilferage or unauthorized possession of company owned property or the
property of others and any other form of dishonesty will not be tolerated.
LOITERING
Drivers are requested not to loiter on company premises before or after their
week's shift, or on their day off. Loitering will only interfere with those
drivers who are working.
DEPARTMENT OF TRANSPORTATION (D.O.T.)
As contractor transporting company trailers, it is imperative that the contract
drivers meet all D.O.T. requirements. Company reserves the right to have access
to and inspect all contractors employee D.O.T. files for compliance.
PAGE 2 OF 3
SAFETY
Each driver is responsible for compliance of all established safety rules on
landfills, disposal sites, and while on company owned property.
All drivers must report immediately any and all accidents involving company
owned equipment, regardless of how minor the accident might appear. Whether only
company owned equipment is involved, or whether another person or other person's
property is involved, absolutely all accidents must be reported.
Any driver who is careless, irresponsible or negligent to the point of causing
injury to himself or others shall be immediately denied further access to
company equipment and premises.
CONDUCT
The company's reputation is the result of the individual conduct and integrity
of all drivers and owner operators that represent it. We want the public to
always have confidence that these individuals representing the company respect
the law, respect the rights of others, and are concerned with public safety.
All drivers are expected to conduct themselves in an adult, professional manner
as is appropriate for business.
CONFIDENTIALITY
All of the records and information which you work with or have access to must be
regarded as confidential and cannot be released to or discussed with anyone
other than your supervisor, company operations manager, or company district
manager.
ABUSIVE OR THREATENING LANGUAGE
Drivers are prohibited from engaging in abusive or threatening language with
other employees, supervisors, or member of the general public.
ALCOHOL, MARIJUANA, AND DRUGS
The sale, use, possession or being under the influence of alcoholic beverages,
marijuana or any unauthorized or illegal drug while on duty or on company's
premises will be cause for immediate expulsion from company premises.
PAGE 3 OF 3
SALVAGING
No attempt by drivers to salvage items from their loads or from the landfill is
allowed. All refuse must be dumped at either the landfill or other designated
locations.
The company may find it necessary to modify or add to these rules and procedures
from time to time, and will notify AMCOR of such modifications.
