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EXHIBIT 10.7
FEC Contract No. __________
TRANSPORTATION AGREEMENT
This Agreement made the 19th day of November, 1995, between
FEDERAL EXPRESS CORPORATION ("FedEx") and TIMELY TRANSPORTATION,
INC. ("Carrier").
RECITALS
1. Carrier owns or controls motor vehicles, and is ready, willing
and able to operate the vehicles for cargo transportation services in
conjunction with FedEx's express package delivery business.
2. FedEx desires to hire the Carrier to perform services for
FedEx in accordance with the terms and subject to the conditions of
this Agreement.
For and in consideration of the mutual covenants contained in this
Agreement, Carrier and FedEx agree as follows:
Section 1. Transportation Services. (a) FedEx will tender cargo to
Carrier from time to time during the term of this Agreement for transportation
by Carrier (the "Services") on the routes and Lanes listed on EXHIBIT A attached
(collectively, the "Lanes") excluding any Lanes and/or routes listed on SCHEDULE
A-1 attached. Cargo tendered shall be accompanied by FedEx's Uniform Straight
Xxxx of Lading, substantially in the form of EXHIBIT B or FedEx's Vendor's
Uniform Straight Xxxx of Lading (the "Xxxx of Lading"). Carrier will give FedEx
******************************************************** for the transportation
of FedEx's cargo. Nothing in this Agreement shall preclude FedEx from using the
services of other contractors in the event Carrier is unable or unwilling, for
any reason, to perform the Services for the Lanes. Additionally, nothing in this
Agreement shall preclude FedEx from performing the Services itself or having the
Services performed by a wholly-owned subsidiary or affiliate of FedEx at any
time during the Term of this Agreement and FedEx may perform all or part of the
Services itself or have all or part of the Services performed by a wholly owned
subsidiary or affiliate of FedEx at any time during the Term of this Agreement
without any liability or obligation to Carrier of any kind. Carrier's service
shall be provided at its own expense and under its entire control as an
independent contractor.
(b) Carrier shall utilize serviceable equipment and vehicles maintained
in good and legal operating condition in order to perform the Services. Carrier
shall at all times be responsible for and pay all costs and expenses necessary
or incidental to the maintenance and operation of the equipment and vehicles,
including the cost of fuel, supplies, licenses, permits and tolls. Carrier shall
have exclusive control and direction of the equipment and vehicles used in the
performance of Services pursuant to this Agreement. When transporting
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FedEx's cargo, Carrier shall devote its vehicle to the exclusive use of FedEx.
Additionally, unless otherwise agreed by FedEx, all rollers and locking devices
utilized by carrier in performing the Services shall be at all times in
accordance with the specifications contained in SCHEDULE A-2 attached.
(c) Carrier, at its sole cost and expense, shall procure and maintain
all licenses and permits required by local, state, or federal authorities for
the performance of the Services and shall file and maintain appropriate tariffs
required by any applicable jurisdiction. Carrier shall comply with all
applicable laws, ordinances, codes, rules and regulations in performing the
Services, including those of the Interstate Commerce Commission or any successor
entity to the Interstate Commerce Commission (the Interstate Commerce commission
or any successor entity to the Interstate Commerce Commission is referred to as
the "I.C.C."). A copy of Carrier's I.C.C. Permit is attached as EXHIBIT C.
(d) Carrier's drivers shall be properly licensed and qualified for the
operation of Carrier's vehicles and the performance of the Services.
(e) Carrier shall protect and preserve FedEx's cargo and shall
transport all cargo with prompt and reasonable dispatch in accordance with
scheduled delivery requirements of FedEx. Carrier will train its drivers in the
proper handling of FedEx's cargo (including hazardous materials when shipped in
accordance with the provisions of the International Airline Transportation
Association) ("IATA") from the point of origin to the point of delivery,
including the loading and unloading of the vehicles.
(f) Carrier will meet with representatives of FedEx on a quarterly
basis and any other time at FedEx's request to discuss the transportation
requirements of FedEx, which meetings may be in person or via telephone.
(g) Carrier and FedEx acknowledge and agree that these Services are
designed to meet the distinct needs of FedEx.
(h) Except as otherwise provided in this Agreement, in the event FedEx
tenders cargo to any other carrier ("Third Party Carrier") during the term of
this Agreement for the performance of Services on the Lanes, then upon the
written request of Carrier, FedEx ********************************************
************************ for the performance by such Third Party Carrier of the
Services on the Lane. The foregoing shall not apply, however, in any instance
where Carrier is unable or unwilling to perform any services on the Lanes in
accordance with the requirements of FedEx or in any instance where FedEx itself
or any wholly-owned subsidiary or affiliate of FedEx performs such Services on
the Lanes.
(i) Carrier agrees to maintain a service level of ********************
at all times during the Term of this Agreement in connection with its
performance of the Services and in accordance with the service requirements set
forth in EXHIBIT D.
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(j) Notwithstanding any other provision of this Agreement, FedEx may
terminate this Agreement at any time and without penalty or other charge as to
any Lane(s) or route(s) on which FedEx no longer requires any services to be
performed due to FedEx's not providing Service on such Lane(s) or route(s). Any
termination under this Section 1(j) shall be effective thirty (30) days
following Carrier's receipt of written notice from FedEx.
Section 2. Compensation and Invoices. (a) FedEx will pay the Carrier
fees (the "Fees") for its performance of the Services in accordance with the
rates set forth in EXHIBIT A. Carrier shall take such steps as are required by
applicable law and the I.C.C. to ensure such rates are lawful. Unless otherwise
agreed by FedEx and Carrier, Carrier will invoice FedEx upon completion of
Carrier's performance of Services and each invoice will reference the applicable
Xxxx(s) of Lading and be accompanied by any other documentation as may be
requested by FedEx for its proper review of carrier's invoice. Invoices will be
due and payable within thirty (30) days of receipt by FedEx, unless otherwise
required by applicable law. FedEx shall have no obligation to Carrier for any
Fees for any Services which are not invoiced to FedEx by Carrier within ninety
(90) days of Carrier's completion of such services.
(b) The rates set forth in EXHIBIT A (the "Rates") shall be subject to
change in accordance with the fuel index set forth in SCHEDULE A-3 attached (the
"Fuel Index"). The Rates shall be automatically increased or decreased, as the
case may be, in accordance with the Fuel Index and each invoice submitted to
FedEx shall be based on the applicable Rates in effect at the time of
performance of the applicable Services. All miles used in calculating the Rates
are Household Goods tariff miles as filed with the I.C.C. and the Rates are
based on such Household Goods tariff miles.
(c) Except as provided in Section 2(b), the Rates shall
remain in effect until ************. At any time after **************, Carrier
may adjust the Rates by an amount equal to ***********************************
******************************************. Carrier shall provide notice of its
request to adjust the Rates in writing to FedEx which notice shall include
written proof reasonably satisfactory to FedEx to demonstrate *****************
*********************************** **************************. The Rates shall
not be adjusted by an amount greater than **********************************
********************************************************************. Any such
adjusted Rates shall remain in effect for the remainder of the Term.
(d) Notwithstanding the foregoing, and subject in all cases to the
provisions of Section 15, in the event Carrier fails to meet the delivery time
commitments required by FedEx in connection with any Services and (i) if such
failure is caused by any action or inaction of Carrier or Carrier's employees,
agents or subcontractors, and (ii) if such failure causes a FedEx service
failure or in any way affects the operations of FedEx, then Carrier shall refund
to FedEx any and all Fees paid by FedEx to Carrier for such Services by no later
than
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thirty (30) days following the request of FedEx for such refund, which request
shall be accompanied by documentation evidencing such failure. Additionally, in
the event Carrier does not refund to FedEx any such Fees within such thirty (30)
day period, then FedEx may deduct from, and set-off against, any Fees payable to
Carrier an amount equal to the amount of any such refund to which FedEx is
entitled pursuant to this Section 2(d). Upon the request of Carrier, FedEx
agrees to review with Carrier any Services which FedEx claims this Section 2(d)
applies to in order to determine the actual cause of any failure in Services and
whether this Section 2(d) should be applicable.
(e) The Rates include the amount of any present or future sales, use,
excise or other similar tax applicable to the performance of the Services
("Tax"), and FedEx shall have no responsibility for the payment of any such Tax.
Section 3. Right of Audit. Carrier shall keep full and accurate records
and documentation to substantiate the amounts claimed in any invoice, which
records shall be made available to FedEx at all reasonable times. In addition,
Carrier's records related to this Agreement shall be open to audit by FedEx or
any authorized representative of FedEx during the Term of this Agreement and
until two (2) years after the termination of this Agreement.
Section 4. Right to Withhold Payments. In addition to its right to
withhold payments under Section 2, FedEx may withhold any payment of any invoice
in whole or part to protect itself from (i) defective or unsatisfactory
performance of the Services by Carrier, (ii) third-party claims filed or
reasonable evidence indicating probable filing of third-party claims arising
from Carrier's performance of the Services, or (iii) evidence of fraud,
overbilling or overpayment discovered upon audit, but only to the extent of such
fraud, overbilling or overpayment. FedEx shall provide Carrier with written
notice as to the reason or reasons that any payment of Fees due under this
Agreement is withheld by FedEx.
Section 5. Term. (a) The term of this Agreement (the "Term") shall
commence on November 19, 1995, and continue for thirty-six (36) months
thereafter. Notwithstanding the foregoing, if either party shall be required to
cease and desist from the performance of Services or other obligations set forth
in this Agreement by reason of any provision of law, order of any court,
commission, or other public authority, either party shall have the right to
terminate this Agreement immediately upon written notice to the other party.
(b) Notwithstanding the foregoing or any other provision of this
Agreement, FedEx shall be permitted to terminate this Agreement at any time and
for any reason upon thirty (30) days prior written notice to Carrier and upon
payment of the Termination Charge (as defined below). The Termination Charge
shall equal the product of the Average Monthly Fee (as defined below) and the
Termination Factor (as defined below). The "Average Monthly Fee" shall equal
********************************************************* under this Agreement
********************************************************************* of this
Agreement. The "Termination Factor" shall equal the
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following numbers determined by the termination date of the
Agreement:
Contract Year During
Which Termination Occurs Termination Factor
------------------------ ------------------
1 3
2 2
3 1
Section 6. Carrier's Indemnification. Carrier shall indemnify, defend
and hold harmless FedEx, its officers, directors and employees from and against
any and all claims, actions, losses, damages, expenses, judgments and costs
(including reasonable attorneys' fees and costs) resulting from or arising out
of Carrier's performance of the Services including, but not limited to:
(i) any negligent act or omission or obligation of
Carrier resulting in any claim, action or suit
brought for the recovery of taxes, indemnities,
losses or payments including, but not limited to,
any claim, action or suit arising under the tax,
labor or social security laws of any federal, state
or local taxing authority together with all
penalties, fines or interest thereon imposed or
levied by any federal, state or local taxing
authority;
(ii) any claim, demand, liability, tax, or judicial or
administrative investigation or proceeding
(i) arising from any act, omission, or obligation
of carrier or anyone hired, employed by, or
associated or affiliated with Carrier, or
(ii) arising in any way with respect to Carrier's
performance of the Services including, but not
limited to, any claim, action, demand, damages,
losses and costs related to any loss of, damage to
or destruction of property and vehicles, or from
the death of or injury to any person, but only to
the extent not arising from the willful misconduct
or negligence of FedEx; and
(iii) any and all claims, damages, fines, penalties, or any
consequences arising out of its breach of warranty or
failure to abide by the terms of this Agreement.
Section 7. Insurance. (a) Carrier shall maintain and furnish to
FedEx certificates evidencing the types of insurance coverage and endorsements
specified in EXHIBIT E. Such insurance shall be written by insurance companies
licensed to do business in the states where the Services are performed, shall be
in form and substance satisfactory to FedEx, and shall provide that insurance
will not be subject to cancellation, termination, or change except after thirty
(30) days' written notice to FedEx.
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(b) The Carrier warrants to FedEx that the Carrier has not done and
will not do anything which would cause the insurance policy or policies carried
by the Carrier to be suspended, impaired, canceled or otherwise adversely
affected.
(c) The Carrier shall supply to FedEx certificates of insurance
evidencing the coverage required herein immediately upon execution of this
Agreement by the Carrier, and prior to providing any Services and copies of all
applicable insurance policies upon demand by FedEx within ten (10) business days
of request by FedEx.
Section 8. Claims and Liability Standards. (a) Carrier shall assume all
risk of loss and liability in the transportation of any goods for FedEx from the
time of Carrier's receipt of such goods from FedEx until proper delivery of the
same has been made. All claims will be filed and resolved in accordance with the
provisions of 49 CFR ss.1005, including the I.C.C.'s order of 04/18/72 regarding
"Twenty-Two Questions and Answers" in Ex Parte No. 263. All liability standards
and burdens of proof will be governed by the common law applicable to common
carriers and by the provisions of 49 U.S.C. ss.ss.11707 and 00000 (xxx Xxxxxxx
Xxxxxxxxx).
(b) Subject to the limitations set forth in this Section 8(b), Carrier
will be liable for the full actual loss incurred in connection with any services
provided by Carrier unless FedEx declares a lesser value in writing on the
applicable Xxxx of Lading. The loss shall be calculated based on the destination
market value, and not on the "depreciated value" of the goods lost or damaged.
Notwithstanding the foregoing, Carrier's liability pursuant to this Section 8(b)
shall not exceed ****************
*********.
(c) If FedEx cannot determine which of FedEx's cargo was on a
particular vehicle or is unable to prove the actual value of the cargo which was
lost or damaged, the value of such cargo is hereby stipulated between the
parties *********************************, not to exceed **********************
**************************.
Section 9. Events of Default. (a) If any one or more of the following
events of default (herein "Events of Default") shall occur, then this Agreement
may, at the option of the party not in default, be immediately terminated in
whole or in part, although such termination shall not be deemed an election of
remedies:
(i) if either party shall default in the performance of
any of its obligations contained in this Agreement;
(ii) if either party shall file a voluntary petition in
bankruptcy, or shall be adjudicated bankrupt or
insolvent, or shall file any petition or answer
seeking reorganization, composition, readjustment,
liquidation or similar relief for itself under any
present or future statutes, laws or regulations, or
shall seek or consent or acquiesce in the
appointment of any trustee, or shall make any
general assignment for the benefit of it's
creditors, or shall admit in writing its inability
to pay its debts generally as they become due;
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if a petition shall be filed against either party
seeking any reorganization, composition,
readjustment, liquidation or similar relief under any
present or future statute, law or regulation, and the
same shall remain undismissed or unstayed for an
aggregate of sixty (60) days (whether or not
consecutive) or if any trustee, receiver or
liquidator of any party is appointed, which
appointment shall remain unvacated or unstayed from
an aggregate of sixty (60) days (whether or not
consecutive); or
(iii) if any representation or warranty made by either
party herein or made in any statement or certificate
furnished or required hereunder, or in connection
with this Agreement proves untrue in any material
respect as of the date of the issuance or making
thereof.
(b) Upon the occurrence of an Event of Default, the non-defaulting
party shall have such further remedies against the defaulting party as may be
available to it at law or in equity. In addition to any other remedies available
to the non-defaulting party, upon the occurrence of any Event of Default, the
non-defaulting party may terminate one (1) or more Lanes.
Section 10. Change in Control. In addition to such other rights as
FedEx may have, FedEx shall have the right to immediately terminate this
Agreement upon any change (i) in the ownership or voting control of fifty-one
(51%) or more of the capital stock or assets of Carrier, if a corporation, or
(ii) in the ownership of Carrier or its assets, if not a corporation. Carrier
shall notify FedEx in writing at least thirty (30) days before any such change
in control of the capital stock, business, or assets of Carrier.
Section 11. Safety, Order and Security. Carrier shall enforce strict
discipline and good order among its employees, and shall take all necessary
precautions in the performance of the Services to insure the safety of all
persons and property. Carrier will, at FedEx's request and subject to applicable
laws, cooperate with FedEx in the investigation of any of Carrier's employees
suspected of theft or other wrongdoing with respect to FedEx, its employees, its
property and/or the Services. Additionally, Carrier shall permit FedEx or its
representatives to interview Carrier's employees and, if requested by FedEx,
Carrier will permit FedEx access to Carrier's facilities, so that FedEx may
investigate any suspected theft or other wrong doing with respect to the
services and conduct the aforementioned interviews.
Section 12. Compliance With Laws. (a) Carrier agrees that it will
comply with all applicable federal, state and local laws, regulations and codes
in the performance of the services under this Agreement including, but not
limited to, all rules and regulations of the I.C.C.
To the extent applicable to the Carrier, it agrees to comply
with the affirmative action requirements applicable to contracts with
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government contractors as set forth in Title 41 of the Code of Federal
Regulations.
(b) Carrier hereby agrees to employ only persons who are legally
authorized to work in the United States and to have an I-9 employment
authorization form if required, for each person employed by it.
(c) Carrier further agrees to indemnify, defend and hold harmless
FedEx, its officers, directors and employees from and against all claims,
liabilities, losses and expenses (including reasonable attorneys' fees) arising
in connection with Carrier's failure to comply with the provisions of this
Section.
Section 13. Independent Contractor Relationship. The parties intend
that an independent contractor relationship will be created by this Agreement.
FedEx is interested only in the results of Carrier's Services and shall not
exercise any control over the conduct or supervision of the Services or the
means of its performance. Carrier shall have full responsibility for the payment
of all federal, state and local taxes and contributions, including penalties and
interest, imposed pursuant to unemployment insurance, social security, income
tax, workers' compensation or any other similar statute, and Carrier shall be
solely responsible for any liability to third parties resulting from the
negligent or intentional acts or omissions of Carrier, its agents, employees or
subcontractors arising from or occurring in the course of the Services.
Section 14. Disclosure of Information. Carrier acknowledges that
certain of FedEx's valuable, confidential and proprietary information may come
into Carrier's possession. Accordingly, Carrier agrees that all such information
furnished to Carrier by FedEx shall remain the exclusive property of FedEx, and
agrees to hold all information it obtains from or about FedEx in strictest
confidence, not to use such information other than for the performance of the
Services, and to cause any of its employees or subcontractors to whom such
information is transmitted to be bound to the same obligation of confidentiality
to which Carrier is bound. Carrier shall not communicate FedEx's information in
any form to any third party without FedEx's prior written consent. In the event
of any violation of this provision, FedEx shall be entitled to preliminary and
permanent injunctive relief as well as an equitable accounting of all profits or
benefits arising out of such violation, which remedy shall be in addition to any
other rights or remedies to which FedEx may be entitled.
Section 15. Excusable Delay. (a) Neither party shall be responsible to
the other party for any excusable delay or failure ("Excusable Delay") in the
performance of its respective duties under this Agreement. An Excusable Delay
shall be deemed to have occurred if a party's delay or failure in performance is
due to causes beyond its respective reasonable control and not occasioned by its
respective intentional acts or negligence including, but not limited to, acts of
God, partial or complete destruction of equipment, court actions and orders,
acts of public enemies, acts of any kind of the governments of the United
States, war, natural disaster, severe
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inclement weather, insurrection or riots, civil commotion, fire, floods,
plagues, epidemics or any other such acts; provided, however, that none of the
foregoing shall be considered an Excusable Delay if the cause of any such delay
can be cured in any legal way, including the payment of money and provided that
strikes, lock-outs and non-availability of labor will not be Excusable Delays.
Both parties shall use their best efforts to inform the other by written notice
in the event of the occurrence of an Excusable Delay.
Section 16. Subcontractors. Except as expressly provided in this
Section 16, Carrier shall not cause or permit any shipment tendered hereunder to
be transported by any other motor carrier or by railroad or other modes of
transportation. Carrier may have any of the Services performed by Subcontractors
subject to the prior written approval of FedEx, which approval shall not be
unreasonably withheld. Nothing in this Agreement or otherwise shall create any
contractual relationship between FedEx and any Subcontractor and no subcontract
entered into relating to any part of Carrier's obligations hereunder shall
relieve Carrier of its obligations to FedEx hereunder, it being agreed that
Carrier shall be primarily liable to FedEx for the performance of its
obligations hereunder regardless of whether Carrier elects to have any portion
of such obligations performed by a Subcontractor. Carrier's obligation to pay
its Subcontractors is an independent obligation from FedEx's obligation to pay
Carrier, and FedEx shall have no obligation to pay or to see to the payment of
any monies to any Subcontractor. Further, FedEx's withholding of payments in
accordance with this Agreement shall not be grounds for Carrier to withhold
payments properly due its Subcontractors. It is a condition of this Agreement
that all Subcontract Services shall be performed in compliance with the
requirements of this Agreement, the I.C.C. and any other regulatory agency or
governmental body having jurisdiction over such Subcontract Service.
Section 17. Miscellaneous. (a) Assignment. This Agreement shall inure
to the benefit of and be binding upon each of the parties and their respective
successors and assigns, but neither the rights nor the duties of either party
under this Agreement may be voluntarily assigned or delegated without the prior
written consent of the other party, except that FedEx may assign all or any part
of its rights and delegate its duties under this Agreement to a wholly-owned
subsidiary.
(b) Section Headings. All section headings and captions used in this
Agreement are purely for convenience and shall not affect the interpretation of
this Agreement.
(c) Exhibits. All exhibits described in this Agreement shall be deemed
to be incorporated in and made a part of this Agreement, except that if there is
any inconsistency between this Agreement and the provisions of any exhibit the
provisions of this Agreement shall control. Terms used in an exhibit and also
used in this Agreement shall have the same meaning in the exhibit as in this
Agreement.
(d) Applicable Law. This Agreement shall be governed by and interpreted
in accordance with the laws of Tennessee, and the parties
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submit to the jurisdiction of any appropriate court within Tennessee for
adjudication of disputes arising from this Agreement.
(e) Modification. Except as otherwise provided, this Agreement shall
not be modified except by written agreement signed on behalf of FedEx and the
Carrier by their respective authorized officers.
(f) Exclusive Agreement. Except as provided below, this Agreement
supersedes all prior understandings, representations, negotiations and
correspondence between the parties, constitutes the entire agreement between
them with respect to the matters described, and shall not be modified or
affected by any course of dealing, course of performance or usage of trade. It
is acknowledged by the parties, however, that this Agreement applies only to
FedEx's revenue producing cargo and does not apply to FedEx's non-revenue
producing cargo. Accordingly, this Agreement does not supersede any prior
agreement between the parties as to non-revenue producing cargo, if any such
agreement is in effect.
(g) Severability. If any provision of this Agreement is held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired.
(h) Waiver. The failure of either party at any time to require
performance by the other of any provision of this Agreement shall in no way
affect that party's right to enforce such provision, nor shall the waiver by
either party of any breach of any provision of this Agreement be taken or held
to be a waiver of any further breach of the same provision or any other
provision.
(i) Survival. The provisions of this Agreement which by their nature
extend beyond the expiration or earlier termination of the Agreement will
survive and remain in effect until all obligations are satisfied. Specifically,
the carrier's obligations to indemnify FedEx and the provisions of Section 8
shall survive this Agreement.
(j) Disclosure. The Carrier shall in each instance obtain the prior
written approval of FedEx concerning exact text and timing of news releases,
articles, brochures, advertisements, prepared speeches and other information
releases concerning this Agreement.
(k) Further Assurances. Each party agrees that it will take such
actions, provide such documents, do such things and provide such further
assurances as may reasonably be requested by the other party during the term of
this Agreement. Carrier agrees to provide to FedEx, from time to time, such
financial information as FedEx may reasonably request to determine Carrier's
ability to perform its obligations under this Agreement and Carrier shall
provide FedEx with audited financial statements of Carrier within ninety (90)
days of the end of Carrier's fiscal year, for each fiscal year during the Term
of this Agreement.
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(l) Counterparts. This Agreement may be executed in any number of
counterparts and each fully executed counterpart shall be deemed an original.
(m) Notices. All notices, approvals, requests, consents and other
communications given pursuant to this Agreement shall be in writing and shall be
effective when received if hand-delivered, sent by facsimile, sent by Federal
Express service or sent by United States certified or registered mail, addressed
as follows:
If to FedEx via U.S. Mail: Federal Express Corporation
X.X. Xxx 000 - Xxxxx 0000
Xxxxxxx, Xxxxxxxxx 00000
Attention: Manager
or via FedEx: Federal Express Corporation
Contract Carrier Administration
and Planning
0000 Xxxxxxxx Xxxx, Xxxxxxxx X
Xxxxxxx, Xxxxxxxxx 00000-0000
Attention: Manager
If to Carrier: Timely Transportation, Inc.
000 Xxxxxxxx Xxxx X.X. #000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
(n) No Lien. Carrier shall no lien on any cargo tendered to Carrier
under this Agreement.
Section 18. Validity of Agreement. This Agreement shall not
be valid nor binding upon FedEx unless it shall have been executed
by an officer of FedEx.
IN WITNESS WHEREOF, the parties have made and executed this Agreement
as of the day and year first above written.
FEDERAL EXPRESS CORPORATION
By:/s/ Xxxxxxxx Xxxxx
---------------------------------
Title:V.P. AGT&T
------------------------------
("FedEx")
TIMELY TRANSPORTATION, INC.
By:/s/ Xxxxxxx Xxxxx
---------------------------------
Title: V.P. Transportation
------------------------------
("Carrier")
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12/04/95 FEDERAL EXPRESS CORPORATION PAGE 1
TRUCKLOAD SCHEDULE OF RATES AND CHARGES
CTV Roller Deck
TIMELY TRANSPORTATION INC ROUND
TRIP
TRANSIT MIN ROUND
HHG TIME CHARGE TRIP RATE/MILE
Lane MILES (HOURS) ($/LOAD) SCHEDULE AD HOC
---- ----- ------- -------- -------- ---------
* 145 3.2 * * *
* 624 13.9 * * *
* 1,144 25.4 * * *
* 1,225 27.2 * * *
* 1,250 27.8 * * *
* 306 6.8 * * *
* 647 14.4 * * *
* 436 9.7 * * *
* 1,048 23.3 * * *
* 253 5.6 * * *
* 449 10.0 * * *
* 145 3.2 * * *
* 326 7.2 * * *
* 624 13.9 * * *
* 306 6.8 * * *
* 647 14.4 * * *
* 436 9.7 * * *
* 253 5.6 * * *
* 449 10.0 * * *
* 243 5.4 * * *
* 679 15.1 * * *
* 476 10.6 * * *
* 813 18.1 * * *
* 838 18.6 * * *
* 287 6.4 * * *
* 153 3.4 * * *
* 209 4.6 * * *
* 380 8.4 * * *
* 243 5.4 * * *
* 679 15.1 * * *
* 476 10.6 * * *
* 1,221 27.1 * * *
* 809 18.0 * * *
* 1,225 27.2 * * *
* 909 20.2 * * *
* 1,048 23.3 * * *
* 813 18.1 * * *
* 1,250 27.8 * * *
* 287 6.4 * * *
Report P6a Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
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12/04/95 FEDERAL EXPRESS CORPORATION PAGE 2
TRUCKLOAD SCHEDULE OF RATES AND CHARGES
CTV Roller Deck
TIMELY TRANSPORTATION INC ROUND
TRIP
TRANSIT MIN ROUND
HHG TIME CHARGE TRIP RATE/MILE
Lane MILES (HOURS) ($/LOAD) SCHEDULE AD HOC
---- ----- ------- -------- -------- ---------
* 209 4.6 * * *
* 380 8.4 * * *
Report P6a Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
14
11/07/95 Federal Express Corporation Page 1
Truckload Schedule of Rates and Charges
Bulk Dry Van
TIMELY TRANSPORTATION INC TRANSIT MIN
HHG TIME CHARGE ONE WAY RATE/MILE
Lane MILES (HOURS) ($/LOAD) SCHED AD HOC
---- ----- ------- -------- ----- ------
* 624 13.9 * * *
* 1,144 25.4 * * *
* 1,225 27.2 * * *
* 306 6.8 * * *
* 306 6.8 * * *
* 647 14.4 * * *
* 436 9.7 * * *
* 1,048 23.3 * * *
* 253 5.6 * * *
* 449 10.0 * * *
* 145 3.2 * * *
* 326 7.2 * * *
* 624 13.9 * * *
* 306 6.8 * * *
* 647 14.4 * * *
* 436 9.7 * * *
* 253 5.6 * * *
* 449 10.0 * * *
* 243 5.4 * * *
* 679 15.1 * * *
* 476 10.6 * * *
* 813 18.1 * * *
* 838 18.6 * * *
* 287 6.4 * * *
* 153 3.4 * * *
* 209 4.6 * * *
* 380 8.4 * * *
* 243 5.4 * * *
* 1,334 29.6 * * *
* 679 15.1 * * *
* 400 8.9 * * *
* 476 10.6 * * *
* 1,221 27.1 * * *
* 809 18.0 * * *
* 1,225 27.2 * * *
* 909 20.2 * * *
* 1,048 23.3 * * *
* 1,100 24.4 * * *
* 813 18.1 * * *
* 1,250 27.8 * * *
Report P6a Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
15
11/07/95 Federal Express Corporation Page 2
Truckload Schedule of Rates and Charges
Bulk Dry Van
TIMELY TRANSPORTATION INC TRANSIT MIN
HHG TIME CHARGE ONE WAY RATE/MILE
Lane MILES (HOURS) ($/LOAD) SCHED AD HOC
---- ----- ------- -------- ----- ------
* 838 18.6 * * *
* 1,098 24.4 * * *
* 782 17.4 * * *
* 921 20.5 * * *
* 794 17.6 * * *
* 1,145 25.4 * * *
* 287 6.4 * * *
* 380 8.4 * * *
* 1,172 26.0 * * *
* 788 17.5 * * *
Report P6a Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
16
11/06/95 Federal Express Corporation
Truckload Schedule of Rates and Charges
Accessorial Charges
TIMELY TRANSPORTATION INC
ACCESSORIAL UNIT CHARGE
CHARGE DESCRIPTION $/UNIT
------------------------------ --------------- ------------------
Stop-Off Stop *
Inter-City Load *
Trailer Staging/Detention Hour *
Cancellation of Load Load *
Layover Day *
Positioning Mile *
Dead Head Mile *
Deadhead Miles Per Mile *
Report P6b Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
17
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 1
Bulk Dry Van State-to-State Rate Summary
TIMELY TRANSPORTATION INC
DESTINATION
--------------------------------------------------------------------------------------------------------
ORIGIN AL AZ AR CA CO CT DC DE FL GA ID IL IN
AL * * * * * * * * * * * * *
AZ * * * * * * * * * * * * *
AR * * * * * * * * * * * * *
CA * * * * * * * * * * * * *
CO * * * * * * * * * * * * *
CT * * * * * * * * * * * * *
DC * * * * * * * * * * * * *
DE * * * * * * * * * * * * *
FL * * * * * * * * * * * * *
GA * * * * * * * * * * * * *
ID * * * * * * * * * * * * *
IL * * * * * * * * * * * * *
IN * * * * * * * * * * * * *
IA * * * * * * * * * * * * *
KS * * * * * * * * * * * * *
KY * * * * * * * * * * * * *
LA * * * * * * * * * * * * *
ME * * * * * * * * * * * * *
MD * * * * * * * * * * * * *
MA * * * * * * * * * * * * *
MI * * * * * * * * * * * * *
MN * * * * * * * * * * * * *
MS * * * * * * * * * * * * *
MO * * * * * * * * * * * * *
MT * * * * * * * * * * * * *
NE * * * * * * * * * * * * *
NH * * * * * * * * * * * * *
NJ * * * * * * * * * * * * *
NM * * * * * * * * * * * * *
NY * * * * * * * * * * * * *
NV * * * * * * * * * * * * *
NC * * * * * * * * * * * * *
ND * * * * * * * * * * * * *
OH * * * * * * * * * * * * *
OK * * * * * * * * * * * * *
OR * * * * * * * * * * * * *
PA * * * * * * * * * * * * *
RI * * * * * * * * * * * * *
SC * * * * * * * * * * * * *
SD * * * * * * * * * * * * *
TN * * * * * * * * * * * * *
TX * * * * * * * * * * * * *
UT * * * * * * * * * * * * *
VT * * * * * * * * * * * * *
VA * * * * * * * * * * * * *
WA * * * * * * * * * * * * *
WV * * * * * * * * * * * * *
WI * * * * * * * * * * * * *
WY * * * * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
18
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 2
Bulk Dry Van State-to-State Rate Summary
TIMELY TRANSPORTATION INC
DESTINATION
--------------------------------------------------------------------------------------------------------
ORIGIN IA KS KY LA ME MD MA MI MN MS MO MT NE
AL * * * * * * * * * * * * *
AZ * * * * * * * * * * * * *
AR * * * * * * * * * * * * *
CA * * * * * * * * * * * * *
CO * * * * * * * * * * * * *
CT * * * * * * * * * * * * *
DC * * * * * * * * * * * * *
DE * * * * * * * * * * * * *
FL * * * * * * * * * * * * *
GA * * * * * * * * * * * * *
ID * * * * * * * * * * * * *
IL * * * * * * * * * * * * *
IN * * * * * * * * * * * * *
IA * * * * * * * * * * * * *
KS * * * * * * * * * * * * *
KY * * * * * * * * * * * * *
LA * * * * * * * * * * * * *
ME * * * * * * * * * * * * *
MD * * * * * * * * * * * * *
MA * * * * * * * * * * * * *
MI * * * * * * * * * * * * *
MN * * * * * * * * * * * * *
MS * * * * * * * * * * * * *
MO * * * * * * * * * * * * *
MT * * * * * * * * * * * * *
NE * * * * * * * * * * * * *
NH * * * * * * * * * * * * *
NJ * * * * * * * * * * * * *
NM * * * * * * * * * * * * *
NY * * * * * * * * * * * * *
NV * * * * * * * * * * * * *
NC * * * * * * * * * * * * *
ND * * * * * * * * * * * * *
OH * * * * * * * * * * * * *
OK * * * * * * * * * * * * *
OR * * * * * * * * * * * * *
PA * * * * * * * * * * * * *
RI * * * * * * * * * * * * *
SC * * * * * * * * * * * * *
SD * * * * * * * * * * * * *
TN * * * * * * * * * * * * *
TX * * * * * * * * * * * * *
UT * * * * * * * * * * * * *
VT * * * * * * * * * * * * *
VA * * * * * * * * * * * * *
WA * * * * * * * * * * * * *
WV * * * * * * * * * * * * *
WI * * * * * * * * * * * * *
WY * * * * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
19
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 3
Bulk Dry Van State-to-State Rate Summary
TIMELY TRANSPORTATION INC
DESTINATION
--------------------------------------------------------------------------------------------------------
ORIGIN NH NJ NM NY NV NC ND OH OK OR PA RI SC
AL * * * * * * * * * * * * *
AZ * * * * * * * * * * * * *
AR * * * * * * * * * * * * *
CA * * * * * * * * * * * * *
CO * * * * * * * * * * * * *
CT * * * * * * * * * * * * *
DC * * * * * * * * * * * * *
DE * * * * * * * * * * * * *
FL * * * * * * * * * * * * *
GA * * * * * * * * * * * * *
ID * * * * * * * * * * * * *
IL * * * * * * * * * * * * *
IN * * * * * * * * * * * * *
IA * * * * * * * * * * * * *
KS * * * * * * * * * * * * *
KY * * * * * * * * * * * * *
LA * * * * * * * * * * * * *
ME * * * * * * * * * * * * *
MD * * * * * * * * * * * * *
MA * * * * * * * * * * * * *
MI * * * * * * * * * * * * *
MN * * * * * * * * * * * * *
MS * * * * * * * * * * * * *
MO * * * * * * * * * * * * *
MT * * * * * * * * * * * * *
NE * * * * * * * * * * * * *
NH * * * * * * * * * * * * *
NJ * * * * * * * * * * * * *
NM * * * * * * * * * * * * *
NY * * * * * * * * * * * * *
NV * * * * * * * * * * * * *
NC * * * * * * * * * * * * *
ND * * * * * * * * * * * * *
OH * * * * * * * * * * * * *
OK * * * * * * * * * * * * *
OR * * * * * * * * * * * * *
PA * * * * * * * * * * * * *
RI * * * * * * * * * * * * *
SC * * * * * * * * * * * * *
SD * * * * * * * * * * * * *
TN * * * * * * * * * * * * *
TX * * * * * * * * * * * * *
UT * * * * * * * * * * * * *
VT * * * * * * * * * * * * *
VA * * * * * * * * * * * * *
WA * * * * * * * * * * * * *
WV * * * * * * * * * * * * *
WI * * * * * * * * * * * * *
WY * * * * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
20
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 4
Bulk Dry Van State-to-State Rate Summary
TIMELY TRANSPORTATION INC
ORIGIN SD TN TX UT VT VA WA WV WI WY
AL * * * * * * * * * *
AZ * * * * * * * * * *
AR * * * * * * * * * *
CA * * * * * * * * * *
CO * * * * * * * * * *
CT * * * * * * * * * *
DC * * * * * * * * * *
DE * * * * * * * * * *
FL * * * * * * * * * *
GA * * * * * * * * * *
ED * * * * * * * * * *
IL * * * * * * * * * *
IN * * * * * * * * * *
IA * * * * * * * * * *
KS * * * * * * * * * *
KY * * * * * * * * * *
LA * * * * * * * * * *
ME * * * * * * * * * *
MD * * * * * * * * * *
MA * * * * * * * * * *
MI * * * * * * * * * *
MN * * * * * * * * * *
MS * * * * * * * * * *
MO * * * * * * * * * *
MT * * * * * * * * * *
NE * * * * * * * * * *
NH * * * * * * * * * *
NJ * * * * * * * * * *
NM * * * * * * * * * *
NY * * * * * * * * * *
NV * * * * * * * * * *
NC * * * * * * * * * *
ND * * * * * * * * * *
OH * * * * * * * * * *
OK * * * * * * * * * *
OR * * * * * * * * * *
PA * * * * * * * * * *
RI * * * * * * * * * *
SC * * * * * * * * * *
SD * * * * * * * * * *
TN * * * * * * * * * *
TX * * * * * * * * * *
UT * * * * * * * * * *
VT * * * * * * * * * *
VA * * * * * * * * * *
WA * * * * * * * * * *
WV * * * * * * * * * *
WI * * * * * * * * * *
WY * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
21
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 1
CTV Roller Deck State-to-State Rate Summary
TIMELY TRANSPORTATION INC
DESTINATION
------------------------------------------------------------------------------------------------------------
Origin AL AZ AR CA CO CT DC DE FL GA ID IL IN
AL * * * * * * * * * * * * *
AZ * * * * * * * * * * * * *
AR * * * * * * * * * * * * *
CA * * * * * * * * * * * * *
CO * * * * * * * * * * * * *
CT * * * * * * * * * * * * *
DC * * * * * * * * * * * * *
DE * * * * * * * * * * * * *
FL * * * * * * * * * * * * *
GA * * * * * * * * * * * * *
ID * * * * * * * * * * * * *
IL * * * * * * * * * * * * *
IN * * * * * * * * * * * * *
LA * * * * * * * * * * * * *
KS * * * * * * * * * * * * *
KY * * * * * * * * * * * * *
LA * * * * * * * * * * * * *
ME * * * * * * * * * * * * *
MD * * * * * * * * * * * * *
MA * * * * * * * * * * * * *
MI * * * * * * * * * * * * *
MN * * * * * * * * * * * * *
MS * * * * * * * * * * * * *
MO * * * * * * * * * * * * *
MT * * * * * * * * * * * * *
NE * * * * * * * * * * * * *
NH * * * * * * * * * * * * *
NJ * * * * * * * * * * * * *
NM * * * * * * * * * * * * *
NY * * * * * * * * * * * * *
NV * * * * * * * * * * * * *
NC * * * * * * * * * * * * *
ND * * * * * * * * * * * * *
OH * * * * * * * * * * * * *
OK * * * * * * * * * * * * *
OR * * * * * * * * * * * * *
PA * * * * * * * * * * * * *
RI * * * * * * * * * * * * *
SC * * * * * * * * * * * * *
SD * * * * * * * * * * * * *
TN * * * * * * * * * * * * *
TX * * * * * * * * * * * * *
UT * * * * * * * * * * * * *
VT * * * * * * * * * * * * *
VA * * * * * * * * * * * * *
WA * * * * * * * * * * * * *
WV * * * * * * * * * * * * *
WI * * * * * * * * * * * * *
WY * * * * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
22
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 2
CTV Roller Deck State-to-State Rate Summary
TIMELY TRANSPORTATION INC
DESTINATION
------------------------------------------------------------------------------------------------------------
ORIGIN IA KS KY LA ME MD MA MI MN MS MO MT NE
AL * * * * * * * * * * * * *
AZ * * * * * * * * * * * * *
AR * * * * * * * * * * * * *
CA * * * * * * * * * * * * *
CO * * * * * * * * * * * * *
CT * * * * * * * * * * * * *
DC * * * * * * * * * * * * *
DE * * * * * * * * * * * * *
FL * * * * * * * * * * * * *
GA * * * * * * * * * * * * *
ID * * * * * * * * * * * * *
IL * * * * * * * * * * * * *
IN * * * * * * * * * * * * *
IA * * * * * * * * * * * * *
KS * * * * * * * * * * * * *
KY * * * * * * * * * * * * *
LA * * * * * * * * * * * * *
ME * * * * * * * * * * * * *
MD * * * * * * * * * * * * *
MA * * * * * * * * * * * * *
MI * * * * * * * * * * * * *
MN * * * * * * * * * * * * *
MS * * * * * * * * * * * * *
MO * * * * * * * * * * * * *
MT * * * * * * * * * * * * *
NE * * * * * * * * * * * * *
NH * * * * * * * * * * * * *
NJ * * * * * * * * * * * * *
NM * * * * * * * * * * * * *
NY * * * * * * * * * * * * *
NV * * * * * * * * * * * * *
NC * * * * * * * * * * * * *
ND * * * * * * * * * * * * *
OH * * * * * * * * * * * * *
OK * * * * * * * * * * * * *
OR * * * * * * * * * * * * *
PA * * * * * * * * * * * * *
RI * * * * * * * * * * * * *
SC * * * * * * * * * * * * *
SD * * * * * * * * * * * * *
TN * * * * * * * * * * * * *
TX * * * * * * * * * * * * *
UT * * * * * * * * * * * * *
VT * * * * * * * * * * * * *
VA * * * * * * * * * * * * *
WA * * * * * * * * * * * * *
WV * * * * * * * * * * * * *
WI * * * * * * * * * * * * *
WY * * * * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
23
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 3
CTV Roller Deck State-to-State Rate Summary
TIMELY TRANSPORTATION INC
DESTINATION
------------------------------------------------------------------------------------------------------------
ORIGIN NH NJ NM NY NV NC ND OH OK OR PA RI SC
AL * * * * * * * * * * * * *
AZ * * * * * * * * * * * * *
AR * * * * * * * * * * * * *
CA * * * * * * * * * * * * *
CO * * * * * * * * * * * * *
CT * * * * * * * * * * * * *
DC * * * * * * * * * * * * *
DE * * * * * * * * * * * * *
FL * * * * * * * * * * * * *
GA * * * * * * * * * * * * *
ID * * * * * * * * * * * * *
IL * * * * * * * * * * * * *
IN * * * * * * * * * * * * *
IA * * * * * * * * * * * * *
KS * * * * * * * * * * * * *
KY * * * * * * * * * * * * *
LA * * * * * * * * * * * * *
ME * * * * * * * * * * * * *
MD * * * * * * * * * * * * *
MA * * * * * * * * * * * * *
MI * * * * * * * * * * * * *
MN * * * * * * * * * * * * *
MS * * * * * * * * * * * * *
MO * * * * * * * * * * * * *
MT * * * * * * * * * * * * *
NE * * * * * * * * * * * * *
NH * * * * * * * * * * * * *
NJ * * * * * * * * * * * * *
NM * * * * * * * * * * * * *
NY * * * * * * * * * * * * *
NV * * * * * * * * * * * * *
NC * * * * * * * * * * * * *
ND * * * * * * * * * * * * *
OH * * * * * * * * * * * * *
OK * * * * * * * * * * * * *
OR * * * * * * * * * * * * *
PA * * * * * * * * * * * * *
RI * * * * * * * * * * * * *
SC * * * * * * * * * * * * *
SD * * * * * * * * * * * * *
TN * * * * * * * * * * * * *
TX * * * * * * * * * * * * *
UT * * * * * * * * * * * * *
VT * * * * * * * * * * * * *
VA * * * * * * * * * * * * *
WA * * * * * * * * * * * * *
WV * * * * * * * * * * * * *
WI * * * * * * * * * * * * *
WY * * * * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
24
11/07/95 FEDEX STRATEGIC CONTRACT CORE CARRIER PROGRAM PAGE 4
CTV Roller Deck State-to-State Rate Summary
TIMELY TRANSPORTATION INC
DESTINATION
ORIGIN SD TN TX UT VT VA WA WV WI WY
AL * * * * * * * * * *
AZ * * * * * * * * * *
AR * * * * * * * * * *
CA * * * * * * * * * *
CO * * * * * * * * * *
CT * * * * * * * * * *
DC * * * * * * * * * *
DE * * * * * * * * * *
FL * * * * * * * * * *
GA * * * * * * * * * *
ID * * * * * * * * * *
IL * * * * * * * * * *
IN * * * * * * * * * *
IA * * * * * * * * * *
KS * * * * * * * * * *
KY * * * * * * * * * *
LA * * * * * * * * * *
ME * * * * * * * * * *
MD * * * * * * * * * *
MA * * * * * * * * * *
MI * * * * * * * * * *
MN * * * * * * * * * *
MS * * * * * * * * * *
MO * * * * * * * * * *
MT * * * * * * * * * *
NE * * * * * * * * * *
NH * * * * * * * * * *
NJ * * * * * * * * * *
NM * * * * * * * * * *
NY * * * * * * * * * *
NV * * * * * * * * * *
NC * * * * * * * * * *
ND * * * * * * * * * *
OH * * * * * * * * * *
OK * * * * * * * * * *
OR * * * * * * * * * *
PA * * * * * * * * * *
RI * * * * * * * * * *
SC * * * * * * * * * *
SD * * * * * * * * * *
TN * * * * * * * * * *
TX * * * * * * * * * *
UT * * * * * * * * * *
VT * * * * * * * * * *
VA * * * * * * * * * *
WA * * * * * * * * * *
WV * * * * * * * * * *
WI * * * * * * * * * *
WY * * * * * * * * * *
Report State 1 Proprietary and Confidential Round 2
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
25
SCHEDULE A-1
TO THAT CERTAIN
TRANSPORTATION AGREEMENT
EXCLUDED ROUTES
1. Routes out of Xxxxxxxx-Sonoma, Memphis, Tennessee
2. Routes out of VanStar Co., Indianapolis, Indiana
3. Routes out of L.L. Bean, Freeport, Maine
4. Routes requiring specialized equipment that the Carrier does not
possess.
5. Routes not included in EXHIBIT A.
26
ROLLER DECK SPECS
CONTAINER TRANSPORT VEHICLES - CTVS
A-2
FedEx, as part of it's regular operating scenario, requires that carriers
provide trailers, on specific routes, that are able to handle aircraft container
movements. These containers are referred to as Unit Load Devices (ULD's).
Carriers may provide either retractable or live roller systems. The equipment
provided must be able to handle up to 5 container positions and containers up to
96 inches wide. All containers are 125 inches in length. Regardless of the
roller system used, all equipment must have container stops for each container
position.
Roller equipment must be maintained in a safe and usable condition at all times.
The carrier is responsible for inspection of equipment and making repairs, as
needed, on a periodic basis. Spare equipment may be necessary while these
inspections and repairs are being conducted.
RETRACTABLE ROLLERS
FedEx will provide a list of manufacturers and contacts for those carriers
investigating the use of retractable rollers. This type of equipment has the
rollers permanently place in the trailers and the rollers are raised by means of
air pressure supplied from the tractor.
LIVE ROLLERS
Live roller systems use conveyor roller stock attached to the floor of a
standard 53 foot long, 102 inch wide dry van. There are three (3) sets of
rollers that run the length of the trailer. The two (2) outside rollers are 24
inches wide and are attached to the floor along the right and left walls. The
third roller is 12 inches wide and is mounted to the floor along the center line
of the trailer. This will leave two (2) unrestricted walkways the length of the
trailer. Walkways must be a minimum of 15 inches wide.
27
Page 2
Roller Deck Space
Container Transport Vehicles - XXX0
X-0, Cont'd.
CONTAINER STOPS
Both retractable and live roller systems require container stops for every
container position. The stop should be a piece of metal two (2) inches wide by
1/2 inch thick. The height of the stop must be sufficient to not allow a
container to jump it. The stop and it's holding unit must be stressed to hold a
9,000 pound container (maximum) in place.
The stops must be placed to hold a 125 inch long container in place with a
minimum of slack, but must allow enough slack to move the container and remove
pressure from the stop to allow it to be removed.
On retractable systems, the stops should be flipped into a holding unit that is
set below the top of the floor. This will allow the container to be rolled over
the top of the stop.
On live systems, the stops should be flipped into a holding unit that is below
the top of the conveyor roller system. The holding unit must be attached to the
floor of the trailer in such a way as be able to hold a 9,000 pound container.
28
FUEL INDEX
Schedule A-3
In accordance with Section 2(b) of the Transportation Agreement made and entered
into as of the ____ of ____, 1995, by and between FedEx and Carrier.
All shipments will be subject to a fuel surcharge adjustment based on the
following scale. The base price has been established at $1.15 per gallon.
Current ICC National Average Survey Diesel Fuel Price Per Gallon
FROM THROUGH FUEL SURCHARGE OR CREDIT
---- ------- ------------------------
PER MILE
--------
$.91 $.969 ($0.03)
$.97 $1.029 ($0.02)
$1.03 $1.089 ($0.01)
$1.09 $1.149 $0.00
$1.15 $1.209 $0.00
$1.21 $1.269 $0.01
$1.27 $1.329 $0.02
$1.33 $1.389 $0.03
$1.39 $1.449 $0.04
$1.45 $1.509 $0.05
$1.51 $1.569 $0.06
$1.57 $1.629 $0.07
$1.63 $1.689 $0.08
$1.69 $1.749 $0.09
$1.75 $1.809 $0.10
$1.81 $1.869 $0.11
$1.87 $1.929 $0.12
$1.93 $1.989 $0.13
The current price is determined each Monday from the ICC fuel survey as reported
by the ICC and published in various trade magazines. The ICC Hotline number to
determine weekly prices is 0- 000-000-0000, 1, 5. The fuel surcharge or credit,
will be effective after the current price has been recorded for two (2)
consecutive Mondays. Any fuel surcharge will be invoiced as a separate item, and
any fuel credit will be applied against the next succeeding invoice submitted by
carrier to FedEx.
29
Exhibit B
To That Certain
Transportation Agreement
Between
TIMELY TRANSPORTATION, INC.
("Carrier")
and
FEDERAL EXPRESS CORPORATION
("FedEx")
Dated ______________
--------------------------------------------------------------------------------
XXXX OF LADING
CONTRACT TERMS AND CONDITIONS
30
PAGE: 1 F E D E R A L E X P R E S S XXXX OF LADING
B/L #: B 9528414053 ------------------------------------------------
CURRENT DATE: 10/13/95 Z F E C ROUTE ID: LC210 KIAC LANE NUMBER: 8245
CURRENT DATE: 17:22 Z SCHD DEPT DATE: OCT 11, 1995
ORIG: FEDERAL EXPRESS
000 XXXXXX XX
XXXXXXXXXXXX X.X.X.X.
XXXXXXXXXX, XX 00000-0000
DEPT DOCK: ___________
DEST: FEDERAL EXPRESS CORPORATION
XXXXXXXXXX XXXXXXXXXXXXX XXXXXXX
XXXXXXXXX, XX 00000-0000
ARRV DOCK: ______________
ACTL DEPT TIME: _____________________________ EMP #: _________________ EMP NAME: ______________________________
BASED ON SCHED DEPT OF 13:30L FROM LCKH, SCHED ARRV TO MDTR IS 21:35L ON 10/11/95
***** IN CASE OF EARLY OR LATE DEPARTURE, ADD LEG STEM TIME TO *****
***** ACTUAL DEPARTURE TIME TO DETERMINE NEW PLANNED/ESTIMATED ARRIVAL TIME *****
COMPLETE ROUTING WITH STEM TIME FROM ORIGIN LOCATION: LCKH
LCKH 08:05 MDTR 01:50 ABER ___:___ _____ ___:___ _____ ___:___ _____
IN THE EVENT OF ANY DELAY OF 30 MINUTES OR MORE,
CONTACT: TRUCK DESK 0-000-000-0000
LOAD MANAGER: XXXXXXX, XXXXXX TELEPHONE NUMBER: 000-000-0000
DELIVERING CARRIER: TRACTOR #: XXXX
TRAILER A: 58787 SEAL #: 1557197 TRAILER B: ________________ SEAL #: ___________
DRIVER #1 NAME: ______________________________________________ DOLLY #: __________
SCHEDULE TRUCK TYPE: CTV5
U N I T L O A D D E V I C E D A T A
-----------------------------------------
DESCRIPTION OF ARTICLES : FREIGHT OF ALL KINDS
POS ULD H/M PCS A/E WGT A/E DEST SVC SECURED BY PACKAGE DEST
------ --------------- ------ ------ ---- ------- ---- -------- ------ ------------- ---------------------
1 AAM9028FM 0074 A 04490 A ABER ES1 204609 ABE
2 AMJ0646FM 0000 X 00000 A ABER ES1 X ABE
3 AMJ1815FM 0057 E 03250 A MDTR ES1 X MDT
4F AYYD345FM 0160 E 01600 A MDTR ES1 X GTY PURE
4B AYYC266FM 0000 00300 A MDTR X
5 SAA0618FM 0000 X 00000 X XXXX XX0 X MDT
------ --------------- ------ ------ ---- ------- ---- -------- ------ ------------- ------- ------- -------
------ --------------- ------ ------ ---- ------- ---- -------- ------ ------------- ------- ------- -------
------ --------------- ------ ------ ---- ------- ---- -------- ------ ------------- ------- ------- -------
------ --------------- ------ ------ ---- ------- ---- -------- ------ ------------- ------- ------- -------
TRAILER A TOTALS: PIECES 000482 WEIGHT 0012390
TRAILER B TOTALS: PIECES 000000 WEIGHT 0000000
TOTAL: PIECES 000482 WEIGHT 0012390
REMARKS:
LOADING TIME START ___:___ FINISH ___:___ DATE ___/___/___
ULD LOCK AND SEAL VERIFICATION (DRIVER)
--------------------------------------------------------------------------------------------
RECEIVED BY: EMP NO: DATE: 10/12/95
----------------------- ----------------------------
NOTE: XXXX "x" IN H/M COLUMN XXXX ALL FREIGHT FEDERAL EXPRESS CORPORATION
IF HAZARDOUS MATERIALS CHARGES TO: CONTRACT CARRIER ADMIN - 2848
X.X. XXX 000
XXXXXXX, XX 00000
31
Exhibit C
To That Certain
Transportation Agreement
Between
TIMELY TRANSPORTATION, INC.
("Carrier")
and
FEDERAL EXPRESS CORPORATION
("FedEx")
Dated ___________________
--------------------------------------------------------------------------------
CARRIER'S INTERSTATE
COMMERCE COMMISSION PERMIT
32
PM-31
(REV. 10/84)
INTERSTATE COMMERCE COMMISSION
SERVICE DATE
MAR 9 1992
PERMIT
NO. MC 249372 (SUB 0-P)
TIMELY TRANSPORTATION, INC.
ATLANTA, GA
This Permit is evidence of the carrier's authority to engage in
transportation as a contract carrier by motor vehicle.
This authority will be effective as long as the carrier maintains
compliance with the requirements pertaining to insurance coverage for the
protection of the public (49 CFR 1043); the designation of agents upon whom
process may be served (49 CFR 1044); the execution of contracts (49 CFR 1053)*;
and for passenger carriers, tariffs of schedules (49 CFR 1312).
This authority is subject to any terms, conditions, and limitations as
are now, or may later be, attached to this privilege.
The Transportation service to be performed is described on the reverse
side of this document.
By the Commission.
XXXXXX X. XXXXXXXXXX, XX.
(SEAL) Secretary
NOTE: If there are any discrepancies regarding this Permit, please notify the
Commission within 30 days.
__________________
* While the execution of contracts must be accomplished, it is
unnecessary to file them with the Commission.
33
NO. MC 249372 (SUB 0-P)
PAGE 2
To operate as a contract carrier, by motor vehicle, in interstate or foreign
commerce, over irregular routes, transporting general commodities (except
hazardous materials, household goods, and commodities in bulk), between points
in the U.S. (Except AK and HI), under continuing contract(s) with commercial
shippers or receivers of such commodities.
NOTE: Willful and persistent noncompliance with applicable safety fitness of
regulations as evidenced by a DOT safety rating of "Unsatisfactory" or
by other indicators, could result in a proceeding required the holder
of this certificate or permit to show cause why this authority should
not be suspended or revoked.
34
Exhibit D
To That Certain
Transportation Agreement
Between
TIMELY TRANSPORTATION, INC.
("Carrier")
and
FEDERAL EXPRESS CORPORATION
("FedEx")
Dated __________________
--------------------------------------------------------------------------------
SERVICE REQUIREMENTS
35
SERVICE REQUIREMENTS
EXHIBIT D
In accordance with Section 1(i) of the Transportation Agreement made and entered
into as of the 19th of November, 1995 by and between FedEx and (Carrier), the
carrier agrees to maintain a service level of ***** at all times during the Term
of this Agreement.
The service level is zero based. It will be determined by using the departure
and arrival times contained in the FedEx Dispatch system.
The stem times used to determine the service level will be determined by
dividing Household Goods Miles by a speed of 45 miles per hour.
The carrier will be responsible for all service failures that are within the
direct control of the carrier and of the carriers' employees or agents.
The carrier will be responsible for the service failures of any subcontractor
used to handle a FedEx movement under this agreement.
Service levels will be calculated at the end of each month and the carriers will
be informed of all delays attributed to them. The carrier will be allowed to
arbitrate all service failures charged to them that they are in dispute with.
In the event that the carrier maintains the service level required by the Terms
of the Agreement but has unacceptable service levels on an individual lane,
FedEx reserves the right to replace the carrier on the individual lane.
FedEx will provide to the carrier, in writing, notice of any lanes that have
acceptable service levels and may be removed under the provisions of this
exhibit.
Before a carrier is removed from an individual lane for unacceptable service
levels, FedEx will allow the carrier a period of two (2) weeks from the date of
notice, to provide the service levels required. The carrier agrees to take
reasonable steps to improve the service level and provide to FedEx, in writing,
what those steps are.
*** Omitted pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange Commission.
36
Revenue and Container Movements for FedEx -- 05/01/95
Contract Carrier Administration & Planning
INDEX
1) Service Requirements
A. Pickup and Delivery Times
B. Transit Times
C. Loading and Unloading
D. Bills of Lading
E. Delays
F. 24 Hour Telephone Number
G. Carrier Service Level
H. Carrier Equipment Availability
I. General Rules
2) Equipment Requirements
Trailer Size - Type of Doors
3) Billing Information
A. Billing Address
B. Billing
C. Telephone Numbers for Questions
37
Revenue and Container Movements for FedEx
Contract Carrier Administration & Planning
1) SERVICE REQUIREMENTS
FedEx transports freight of all kinds, empty aircraft containers and pallets
(a.k.a. ULD(s) - unit load device(s), from facility to facility via surface
transportation as part of our integrated network.
A. Pickup and Delivery Times
Pickup and delivery times are established by Contract Carrier
Administration & Planning and Surface Operations Control in
Memphis, and the origin and destination FedEx locations, to
coincide with their operational requirements.
B. Transit Times
Established pickup and delivery times must be adhered to and
any delay must be reported to FedEx when the delay is
identified. (See delay and 24 hour telephone sections). All
federal, state and local laws, and regulations, must be
complied with at all times while under a FedEx load.
================================================================================
Departure
The Xxxx of Lading you receive from the FedEx origin will show: your scheduled
departure time, scheduled arrival time, and the time necessary to complete your
trip (STEM TIME). A FedEx employee will initial the Xxxx of Lading, as well as
show your time out. In the event you leave early or late, you are expected to
meet your STEM TIME requirement. Make sure you and the FedEx employee agree upon
the time you are being shown out. You are required at all times to drive within
the applicable speed limits along your route.
In route
In the event you are going to be delayed into destination by thirty minutes or
more, please contact your Company Dispatch so that they may call FedEx and
inform us of the delay and the reason for it. It is important that you
COMMUNICATE any delay(s) of over thirty (30) minutes so that FedEx may alert
affected locations to provide personnel to move the packages.
38
Page 2
Revenue and Container Movement for FedEx -- 05/01/95
Contract Carrier Administration & Planning Cont'd.
Arrival
If you are late for your arrival time, please inform the FedEx employee arriving
you, of the reason for your delay. This will allow FedEx to track the causes for
delays and be proactive in actions needed to improve service.
================================================================================
C. Loading and Unloading
FedEx will be responsible for loading and unloading all shipments.
D. Xxxx of Lading
Bills of Lading are computer generated and printed at the origin
location. The driver will be provided a copy of the Xxxx of Lading
after it is completed. The Xxxx of Lading will include toll free
telephone numbers to report delays in the event the driver cannot
contact their dispatch.
E. Delays
Any delay (at origin/destination/enroute) must be reported to FedEx as
soon as the delay is identified.
Dispatch/driver should reference the route number, origin, destination,
and Carrier name, when reporting. You must know your route number.
F. Toll Free Number - FOR DELAYS ONLY: 0-000-000-0000 (24 hour
coverage)
G. Carrier Service Level
All arrivals and departures are tracked and monitored by Carrier for
compliance with established pickup and delivery times. A service level
report will be prepared monthly by Carrier for use in future Carrier
selection. The FedEx Carrier service level system is zero based
tolerance. A delay of one (1) minute constitutes a service failure.
39
Page 3
Revenue and Container Movement for FedEx -- 05/01/95
Contract Carrier Administration & Planning Cont'd.
H. Carrier Equipment Availability
Due to the large volume of inbound phone calls received daily, carriers
are requested to send their equipment availability to Surface
Operations Control by FAX rather than verbally. The FAX number is
000-000-0000.
I. General Rules
The following must be passed on to your employees:
You are not to perform any unsafe or illegal acts when you are carrying
a FedEx load.
Please remember that when you are at our facilities, many of them are
under the control of the Federal Aviation Administration. The same
rules that apply when you are in an airport are in effect at all of our
airport facilities.
No firearms or explosives are allowed.
Smoking is not permitted at any FedEx facility except in designated
areas.
All pets must stay in the cab of your tractor until you are off of the
airport property.
FedEx locations can be extremely busy and congested. For your safety
and the safety of our employees, please follow all directions unless
they place you in an unsafe position.
Please stay away from the operation area unless directed to enter by a
FedEx employee. Ask any FedEx employee for directions to the drive
waiting area.
J. Equipment Requirements
Trailer size and door requirements.
A 53 x 102 trailer with swing doors is required for most freight and
container movements unless otherwise specified.
40
Page 4
Revenue and Container Movement for FedEx -- 05/01/95
Contract Carrier Administration & Planning Cont'd.
Roller bed trailers are required for some freight and container/pallets
moves. These requirements will be specified at the time of dispatch.
K. Billing Information
Mailing Address:
Federal Express Corporation
Contract Carrier Administration & Planning
X.X. Xxx 000
Xxxxxxx, XX 00000-0000
Physical Address:
Federal Express Corporation
Contract Carrier Administration & Planning
0000 Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx X
Xxxxxxx, XX 00000
Billing:
Invoice each move separately, referencing the route number for that
move and the date of the move on the invoice. The route number is
provided on the Xxxx of Lading given to the driver. Assessorial charges
must be a separate line item and identified accordingly.
L. Telephone Numbers for Questions
Billing:
Xxxxx Xxxxxxx 000-000-0000
Xxxxx Xxxxxxx 000-000-0000
Xxxxxxxx Xxxxxxx 000-000-0000
41
Page 5
Revenue and Container Movement for FedEx -- 05/01/95
Contract Carrier Administration & Planning Cont'd.
M. Route Information:
Eastern Region - Xxxxxx Xxxxxx-Xxxxxxx 000-000-0000
Central Region - Xxxxxxx Xxxxx 000-000-0000
Western Region - Xxxxxxx Xxxxxxx 000-000-0000
Southern Region - Xxxxx Xxxxxx 000-000-0000
42
Exhibit E
To That Certain
Transportation Agreement
Between
TIMELY TRANSPORTATION, INC.
("Carrier")
and
FEDERAL EXPRESS CORPORATION
("FedEx")
Dated _________________
================================================================================
INSURANCE
(a) Worker's Compensation Insurance, with "Broad Form All States"
endorsement and employer's liability limits as required by applicable law. Such
insurance shall provide for a waiver of subrogation by the insurer against
FedEx, its officers, directors and employees.
(b) Comprehensive General Liability Insurance, naming FedEx, its
officers, directors and employees as additional insureds, as their interest may
appear under the terms of this Agreement, including bodily injury liability and
contractual liability endorsements, with a combined single limit of not less
than $____________.
(c) Automobile Liability Insurance covering the Carrier's owned,
non-owned and hired vehicles, naming FedEx, its officers, directors and
employees as additional insureds, as their interests may appear under the terms
of this Agreement, including bodily injury and property damage endorsements,
with a combined single limit of not less than $____________.
(d) Contractual Liability Insurance incorporating the express language
of Section 6 of the Agreement and expressly covering the obligations and
liabilities of the Carrier under Sections 6.
(e) Cargo Liability - Insurance with minimum limits of $__________ per
occurrence, which policy or policies shall name FedEx, its officers, directors
and employees as additional insureds, as their interests may appear under the
terms of this Agreement.
25449
