Expedite Trucking Onboarding Packet

Table of Contents

Carrier Agreement

Complete and return.

Broker Agreement

For broker use only. Complete and return.

W-9 / New Vendor Request Form

U.S. Suppliers: Complete and return.

W-8BEN-E / New Vendor Request Form

For Non-U.S. Suppliers only. Complete and return.

Instructions for Obtaining a Union Pacific User ID and Password

Follow instructions.

UIIA Agreement Instructions

Follow instructions to participate in the Uniform Intermodal Interchange and Facilities Access Agreement.

Please send completed paperwork to CSNewVendor@up.com. Our team will contact you upon reviewing your materials.

UPDS CARRIER AGREEMENT

This CARRIER AGREEMENT (“Carrier Agreement”) dated _________, _____ (“Effective Date”), is

between ____________________________________ with FMCSA carrier registration no:

MC__________ and having its headquarters at _______________________________________________

(“CARRIER”) and Union Pacific Distribution Services, a federally registered property transportation

broker under USDOT No. 2212067, FMCSA Docket No. MC161736, and a Delaware Limited Liability

Company headquartered at 1400 Douglas St., Mail Code 1230, Omaha, NE, USA 86179 (“UPDS”).

RECITALS:

A. WHEREAS UPDS agrees to broker shipment(s) of cargo for carriage to CARRIER and

CARRIER agrees to transport such shipment(s) in equipment owned or leased by CARRIER and

subject to the terms and conditions set forth herein (hereafter “Shipment” or “Shipments”), it

being further understood that the terms “cargo” and “freight”, used synonymously herein, shall

refer to that personal property to be transported by CARRIER.

B. NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements and

provisions set forth in this Agreement, UPDS and CARRIER, intending to be legally bound,

agree as follows:

Section 1. UPDS’ STATUS AS A BROKER

A. UPDS is a federally registered property transportation broker and not a carrier or a freight

forwarder. UPDS does not hold itself out to be a carrier or a freight forwarder. UPDS does not

itself receive, handle, transport, or deliver cargo and shall not be construed to have received,

handled, transported or delivered cargo on any Shipment brokered to CARRIER hereunder.

UPDS’s responsibilities under this Agreement shall be limited to those set forth herein. The

relationship of CARRIER to UPDS is and shall at all times remain that of an independent

contractor except that UPDS shall be the agent for CARRIER for the sole limited purpose of

collection and payment of charges to CARRIER.

Section 2. CARRIER’S OBLIGATIONS AND REPRESENTATIONS

CARRIER agrees to the following terms and conditions and warrants the truth of the following:

A. CARRIER is a duly qualified and authorized contract motor carrier operating pursuant to the

license, permit or certificate of authority issued to it by the Department of Transportation

(“Carrier Authority”) to lawfully transport cargo including but not limited to freight of all

kinds in interstate and foreign commerce and to lawfully provide broker UPDS and UPDS’

customer (“Shipper”) with the transportation and related services set forth herein in

accordance with the terms and conditions of this Carrier Agreement.

B. CARRIER’s Department of Transportation (“DOT”) Carrier Authority shall remain in effect

from the date on which this Carrier Agreement is entered into and throughout the term of this

Carrier Agreement. CARRIER shall be solely responsible for any violation of the applicable

laws and regulations and shall defend, indemnify, and hold UPDS and its customers harmless

from any liability incurred, including, but not limited to reasonable attorneys’ fees arising

from any non-compliance.

C. CARRIER shall provide written notification to UPDS within five (5) working days in the

event of any suspension, cancellation, termination, withdrawal, modification or transfer of its

Carrier Authority. If any such suspension, cancellation, termination, withdrawal, modification

or transfer of CARRIER’s Carrier Authority will impair or hinder the ability of CARRIER to

lawfully provide the transportation and related services set forth herein, CARRIER shall

immediately terminate any work being performed by CARRIER on any Shipment brokered to

CARRIER hereunder by UPDS.

D. Transportation services hereunder are to be in compliance with 49 U.S.C. §14101 by

assigning tractor, driver (s) and conveyance for a movement for the exclusive use of UPDS or

by providing specialized services or equipment designated to meet the distinctive needs of

UPDS and our customers. Such services shall include, when applicable, but shall not be

limited to: protective service multiple stops in transit, “POWER ONLY”, direct dispatch,

drop shipments, inside deliveries, spotting trailers, and expedited shipments.

E. In performing transportation services on each Shipment tendered to CARRIER by UPDS

hereunder, CARRIER acts only as an independent contractor of UPDS. Carrier shall have the

exclusive control and direction of all persons operating any of CARRIER’s equipment or

otherwise involved in the provision of services to be performed by CARRIER on each

Shipment tendered to CARRIER by UPDS hereunder. CARRIER assumes full responsibility

for the acts and omissions of such persons. CARRIER shall have exclusive liability for the

payment of local, state and federal payroll taxes or contributions or taxes for unemployment

insurance, workers’ compensation, pensions, social security and other related protection with

respect to the persons engaged by CARRIER in the performance of such transportation

services.

F. CARRIER shall employ only competent and legally licensed personnel in the performance of

the transportation services on each Shipment.

G. CARRIER shall comply with all applicable federal, state and local laws, regulations and

enactments governing a motor carrier’s transportation of property including, without

limitation, all regulations pertaining to the transportation of hazardous materials and

compliance with 49 C.F.R. § 173.1 et seq. During the term of this Carrier Agreement,

CARRIER shall fully comply with requirements for the procurement and renewal of any and

all licenses and permits required by any federal, state or local authority.

H. During the term of this Carrier Agreement, and for a period of two (2) years from the time of

the termination of this Carrier Agreement, CARRIER shall refrain from any direct contact or

solicitation of the customers of UPDS and/or those of its divisions or the customers of Union

Pacific Railroad Company (“UPRR”) which are first introduced to CARRIER by UPDS or

any of its divisions through CARRIER’s performance of services under this Carrier

Agreement. During such period, CARRIER will not directly or indirectly solicit or do

business of a transportation or warehousing nature with any of the customers of UPDS and/or

any of its divisions, or with the customers of any of the individual internal business units or

departments of UPRR, unless otherwise agreed to in advance in a writing signed by both

UPDS and CARRIER.

UPDS will identify its customers to CARRIER as each first load from each customer is

brokered to CARRIER. If CARRIER accepts the load and moves the freight, this will

acknowledge that this new customer is a UPDS customer. CARRIER has ten (10) days after

such "first load" moves to challenge, in writing, why the customer should not be considered a

UPDS customer. In any case of challenge, UPDS and CARRIER will agree in writing exactly

how this customer will be handled.

I. RECEIPTS; BILLS OF LADING AND CUSTOMER’S DESCRIPTION OF FREIGHT:

1. Each Shipment shall be evidenced by a freight bill, bill of lading, manifest, receipt or

other form of document (“shipping document”) which shall be signed by CARRIER and

which accurately describes the kind and quantity of freight tendered under the shipping

document and received by CARRIER at origin. Any terms set forth in such shipping

document(s) shall not expand upon the obligations or liability of parties hereto with

respect to the cargo, rate or Shipment to which such shipping document pertains. The

absence or loss of any such documentation shall not relieve CARRIER of its obligations

and responsibilities with respect to the transportation of freight on any given Shipment.

See also provisions of EXHIBIT B TO CARRIER AGREEMENT

“DOCUMENTATION” for further terms relating to shipping document(s). In the event

of any conflict between the terms and conditions of such document and this Carrier

Agreement, the conflicting term(s) herein shall take precedence.

2. If requested by UPDS, CARRIER will provide UPDS with proof of acceptance and

delivery of any loads in the form of a signed Bill of Lading or Proof of Delivery as

specified by UPDS.

3. CARRIER will not insert UPDS’ name on any Bill of Lading or Proof of Delivery or

other shipping document nor shall CARRIER ever characterize UPDS as a ‘carrier’ in

any communications or documents relating to a Shipment. In the event that UPDS’ name

is nonetheless inserted on any bill of lading or Proof of Delivery or other shipping

document in any space designated for the carrier or any other entity other than a broker,

such insertion shall be considered as having been done for convenience only; it shall not

change UPDS’s status as a property transportation broker on the Shipment.

4. The terms and conditions of any freight related documentation used by CARRIER may

not supplement, alter, or modify the terms of this Carrier Agreement nor enlarge the

duties or liability hereunder nor curtail any protections and limitations of liability set

forth herein.

5. Upon cargo delivery at the designated delivery location, CARRIER shall obtain a

delivery receipt or other written proof of delivery in a form specified or approved by

UPDS’s customer which documents the kind and quantity of freight delivered to the

consignee at destination. CARRIER shall document thereon the date of delivery and shall

ensure that the consignee or its authorized employee or agent acknowledge such delivery

by affixing their signature to such delivery receipt.

J. CARRIER’S EQUIPMENT:

1. CARRIER shall, at its sole expense, furnish all fuel, oil, tires and other parts, supplies

and equipment necessary and required for the safe, efficient transportation of cargo on

each Shipment. CARRIER’s provision and maintenance of such equipment shall meet or

exceed all DOT specifications governing the same at the time of the cargo pick-up.

2. CARRIER’s equipment shall also conform to any additional specifications provided to

CARRIER by UPDS or its Customer.

K. CARRIER shall be a signatory to and fully compliant with all requirements of The Uniform

Intermodal Interchange & Facilities Access Agreement (the “UIIA”), a program of the

Intermodal Association of North America. CARRIER shall be held to such standards of care

and conduct set forth in the UIIA. In the event of a conflict between the obligations set forth

in the Carrier Agreement and the UIIA as to matters covered by this Carrier Agreement, the

terms of this Carrier Agreement shall take precedence over conflicting term(s) in the UIIA.

L. CARRIER shall not subcontract the carriage of any Shipment of cargo tendered to CARRIER

hereunder to a subcontracted carrier without the express prior written approval of UPDS. In

the event CARRIER subcontracts a Shipment to another carrier, CARRIER shall provide a

copy of this Carrier Agreement to the subcontracted carrier and obtain subcontracted carrier’s

authorized representative’s name, title and signature at Section 19 and his/her initials on each

page of this Carrier Agreement and Exhibits thereto and provide the same to UPDS along

with contact information for such subcontracted carrier.

In the event of such subcontracted carriage, CARRIER shall remain primarily liable to UPDS

under this Carrier Agreement and shall ensure that its subcontracted carrier is apprised of and

agrees to abide by all of the terms of this Carrier Agreement, for the benefit of UPDS. In the

event a Shipment is subcontracted to another carrier, every term of this Carrier Agreement

which refers to a duty or obligation of CARRIER shall also be read to impose the same duty

or obligation on CARRIER’s subcontracted carrier; however, the fact of such subcontracting

shall not relieve CARRIER of all obligations and duties imposed on CARRIER hereunder.

Section 3. TERM; TERMINATION

A. Unless sooner terminated as otherwise permitted under the terms of this Carrier Agreement, the

term of this Carrier Agreement shall be for an initial term of one (1) year from and after the

Effective Date, thereafter, the terms shall automatically extend on a year-to-year basis until

terminated as set forth in Section 3.B or 3.C.

B. This Carrier Agreement may be terminated by either party, with or without cause, by giving thirty

(30) days’ written notice of termination to the other party.

C. If CARRIER continues in default in the performance of any covenant or agreement herein

contained for a period of seventy-two (72) hours after receipt of UPDS’s notice specifying the

nature of the default (the “Cure Period”), (whether such continued default is attributable to

CARRIER’s failure to perform as required hereunder), UPDS, at its option, may terminate this

Carrier Agreement following the Cure Period on forty-eight (48) hours’ written notice to

CARRIER. Termination of this Carrier Agreement for any reason shall not affect any of the rights

or obligations of the parties hereto which may have accrued, or liabilities, accrued or otherwise,

which may have arisen prior to termination. The right of termination is not an exclusive remedy

and UPDS shall have and may exercise all other remedies it may have at law or in equity against

CARRIER.

Section 4. PAYMENTS TO CARRIER

A. In consideration of the performance described herein and fulfillment of all covenants and

conditions herein contained to the satisfaction and acceptance of UPDS, UPDS will pay

CARRIER in accordance with CARRIER’s freight rates, the accessorial charges set forth in

Exhibit A and the terms and conditions contained in Exhibit B, both exhibits being attached

hereto and by this reference made a part hereof. Payment of freight charges by UPDS to

CARRIER shall relieve UPDS’s customers, shippers, consignees or other third parties of any

liability to CARRIER or CARRIER’s subcontracted carrier for non-payment of its freight

charges; and CARRIER hereby covenants and agrees to indemnify UPDS, UPDS’s customers,

shippers, consignees or other third parties against liability relating to the payment (or alleged non-

payment) of freight charges. In the event CARRIER or CARRIER’s subcontracted carrier

provides less than the services requested by UPDS, or fails to perform services in a timely

manner, CARRIER’s freight rate may be subject to a reduction by UPDS.

B. At any time during the term of this Carrier Agreement either party may request an amendment to

the rules or rates described in Exhibit A hereto. Any such amendment must be agreed to in

writing by the other party and each of the resulting deletions, changes, or additions will require

approval evidenced by the signatures or initials of an authorized representative from both parties

written adjacent to each such deletion, change or addition.

C. ORDERS, INVOICING AND PAYMENTS WHEN CARRIER IS PERFORMING

CROSSTOWN SERVICES

1. When CARRIER is performing Crosstown Services carrying loads brokered to it by

UPDS, then all of the terms of the Carrier Agreement which pertain to “CARRIER”

and/or “CARRIER’s subcontracted carrier” shall pertain equally to CARRIER with full

force and effect except that the terms in Section 4, paragraph C subsections 2 and 3

relating to orders, invoices and payments shall apply to CARRIER in lieu of Section 4

paragraphs A and B. The term “Crosstown Services” being understood to include motor

carriage of loaded intermodal containers, empty intermodal containers and/or chassis.

2. Whenever CARRIER performs Crosstown Services for UPDS, CARRIER is required to

use the UPDS Transportation Suppliers Dashboard (TSD) system for shipment order

creation, order number inquiry, and invoicing. CARRIER may access the TSD seven (7)

days a week twenty-four (24) hours a day via UPDS' website. TSD provides the

CARRIER with the opportunity to locate shipment information (order numbers), create

orders, audit receivables, and invoice UPDS via the TSD on the UPDS website.

3. In the event UPDS does not complete Shipment Order(s) prior to dispatching, the

CARRIER is required to complete Shipment Order(s) in TSD within twenty-four (24)

hours of dispatch. If CARRIER fails to complete Shipment Orders in TSD within twenty-

four (24) hours of dispatch, the CARRIER must request Shipment Order information

(order numbers) from UPDS via e-mail within seventy-two (72) hours of dispatch or

movement date, whichever comes first.

4. Failure to request Shipment Order information from UPDS, within this seventy-two (72)

hour period on a given Shipment shall release UPDS from its obligation to pay

CARRIER any charges for such Shipment. Additional UPDS invoice instructions

separately provided to CARRIER by UPDS shall also be subject to the terms of this

Carrier Agreement.

5. CARRIER must invoice UPDS via TSD within ninety (90) days of movement date, or via

Email. Failure to submit an accurate invoice, (with UPDS Order numbers) and any other

required back-up documentation, within the above-referenced ninety (90) day period

shall release UPDS from its obligation to pay CARRIER its charges for the respective

movements. This 90 day invoicing requirement applies to all Shipments made for the

term of this Carrier Agreement and for ninety (90) days prior to its Effective Date.

UPDS shall be solely responsible for payment of CARRIER’s charges. Under no circumstance

will CARRIER seek payment of charges for the carriage of any Shipment tendered to CARRIER

from UPDS's customer, the shipper or the consignee. Upon receipt of payment, CARRIER

automatically assigns all of its rights to payment from shippers, consignees, or third parties to

UPDS.

Section 5. MINIMUM TENDER TO CARRIER

There is no minimum load tender guarantee from UPDS to CARRIER during the term of this Carrier

Agreement. CARRIER and UPDS acknowledge and agree that this contract does not bind the respective

parties to provide exclusive services to the other. Either party may enter into similar agreements with

other brokers, carriers or freight forwarders.

Section 6. CARRIER AGREEMENT REGARDING INSURANCE

A. CARRIER warrants that CARRIER, at its sole cost and expense, shall procure and maintain

insurance specified as required under the terms set forth in Exhibit C of this Carrier Agreement.

CARRIER shall furnish to UPDS written evidence that CARRIER has obtained such insurance.

B. In the event CARRIER subcontracts a Shipment to another carrier, CARRIER’s subcontracted

carrier must, at its sole cost and expense, procure and maintain insurance specified as required

under the terms set forth in Exhibit C of this Carrier Agreement and furnish to UPDS through

CARRIER, written evidence that it has obtained such insurance.

Section 7. LIENS

Before CARRIER may exercise any lien against UPDS and/or any of its divisions related to any

Shipment under this Carrier Agreement, CARRIER shall provide notice to UPDS in accordance with the

notification requirements set forth in Section 11 hereof.

Section 8. LIABILITY

A. CARRIER assumes responsibility for and shall be liable to UPDS for any cargo loss or damage,

personal injury, damage to intermodal equipment including, but not limited to, any container,

chassis, and/or trailer, flat-bed, refrigerated container or car, or any other equipment needed

and/or procured in order to perform the requested transportation on a Shipment (hereafter,

“Equipment”) in the possession, custody, constructive custody, care or control of CARRIER

during the performance of transportation services on any Shipment. CARRIER shall defend,

indemnify and hold harmless UPDS, its affiliates, their officers, agents and employees,

(singularly, “Indemnified Party”, collectively, “Indemnified Parties”) from and against any and

all claims, demands, suits, liability, loss, damage, thefts, costs (including court costs), judgments,

awards, settlements, attorney’s fees, and expenses of whatsoever nature including Equipment loss

or damage, cargo loss, damage or theft, personal injuries or deaths, environmental damages of

any nature or remediation costs whatsoever, which arise from, grow out of and/or occur as a

consequence of CARRIER’s performance of services under this Carrier Agreement (hereafter

collectively, “Claims”) whether or not Claims were caused or contributed to by CARRIER’s or

by CARRIER’s subcontractor’s negligence and/or failure to abide by any term of this Brokerage

Agreement.

B. CARRIER's liability for any cargo damage, loss, or theft from any cause shall be determined

under the Carmack Amendment, 49 USC §14706. Unless otherwise mutually agreed to in writing,

CARRIER and/or CARRIER’s subcontracted carrier shall not be liable to UPDS or any other

entity for any indirect or consequential damages.

C. CARRIER agrees that with regard to any matter for which CARRIER must indemnify UPDS

under the terms of sub-section A above, the right to indemnity shall accrue upon the occurrence

of the event giving rise to the Claim(s), UPDS shall have the exclusive right to select counsel to

defend UPDS against the Claim(s) and to control the defense and settlement of the Claim(s) and

CARRIER shall, at its own expense, and in the name and on behalf of the Indemnified Party or

Parties, adjust, appear and defend and/or settle (“Defend”) all of the Claim(s) made against any

Indemnified Party. UPDS shall give reasonable notice to CARRIER in writing of the receipt or

pendency of any such Claim(s) it becomes aware of whereupon CARRIER shall proceed to

Defend the Claim(s) to a conclusion, and to protect, indemnify, and save harmless each

Indemnified Party from and against all such Claim(s). CARRIER shall not settle any of the

Claim(s) in any manner which would impose any expense, penalty, obligation or limitation on

any Indemnified Party without UPDS’s prior written consent. UPDS shall have the right, but not

the obligation, to Defend any of the Claim(s), and if UPDS opts to Defend any of the Claim(s),

CARRIER shall nonetheless be obligated to protect, indemnify, and save harmless each

Indemnified Party from and against all Claim(s). If CARRIER disputes any of Indemnified

Parties’ right(s) to indemnification hereunder, CARRIER shall nevertheless immediately Defend

Indemnified Parties upon being presented with a written demand by UPDS. UPDS shall

reimburse CARRIER for any portion of Claims which is subsequently determined by a court of

law not to be fall within CARRIER’s indemnification obligations arising hereunder. In the event

that a court of law determines that CARRIER did have a duty to indemnify Indemnified Parties,

or any of them, for any portion of Claims, CARRIER shall also indemnify Indemnified Parties for

costs and fees incurred in any suit to enforce said right to indemnification hereunder.

D. If the cargo tendered to CARRIER by UPDS and/or Equipment is lost, stolen, damaged or

destroyed after UPDS’ brokerage of the Shipment to CARRIER and at any time prior to delivery

of the cargo to the consignee or receiving party to whom CARRIER is to make delivery,

CARRIER must pay UPDS the amount required to fully compensate any party entitled to recover

for such loss or damage to cargo and/or Equipment.

E. In the event CARRIER subcontracts the Shipment to another carrier, all indemnification

obligations hereunder shall remain in full force and effect against CARRIER. CARRIER’s

subcontracted carrier’s failure or refusal or inability to pay UPDS for any such Claim, or lost,

stolen, damaged or destroyed cargo and/or Equipment shall not relieve CARRIER of its

indemnification obligations to UPDS hereunder. CARRIER shall remain liable to UPDS and shall

pay UPDS the amount required to fully compensate any entity entitled to recover for such Claim,

and/or lost, stolen, damaged or destroyed cargo and/or Equipment.

F. CARRIER warrants that it will remain fully responsible for acts and omissions of its

subcontractors, and that CARRIER shall ensure that its subcontractors comply with the terms and

conditions of this Agreement, provided, however, the CARRIER shall remain primarily liable for

the performance of any obligations under this Carrier Agreement.

G. In no event shall UPDS be liable to any entity for any loss or damage relating to the Claims, nor

for any punitive, incidental, indirect, special or consequential damages of any kind in connection

with the Shipment (including, but not limited to, loss of profits, loss of market, loss of customer

goodwill, assembling line shutdowns) whether or not UPDS was apprised of or knew in advance

of the Shipment that such damages might arise in the event of a Claim or cargo loss or damage

incident.

H. The Parties agree that UPDS has not agreed to indemnify, defend or hold harmless any person or

entity in connection with any Shipment or Claim.

I. UPDS makes no express or implied warranties herein, including but not limited to those of

merchantability or warranties of fitness of any item or entity for a particular purpose; nor as to

any information, data, statements or products issued by or made available by UPDS; nor relating

to an entity’s insurance coverage; nor relating to delivery outside of UPDS’s express direction or

control; nor relating to cargo; nor relating to or regarding actions of a Shipper, consignee,

receiver, holder of the bill of lading, owner of the freight or person entitled to the possession of

the freight and/or servants and agents of any of such persons or entities; nor relating to

warehoused goods, items in transit or deliveries, nor with regard to information provided by a

Shipper, carrier or other entity by contract or through distributed marketing materials or on its

website; nor any warranty that acts of Shipper, CARRIER, any subcontractor, any carrier or any

other entity are safe or free from danger or error; nor has UPDS warranted that a Shipper, carrier

or other entity will have complied with all applicable laws, rules, and regulations including but

not limited to customs laws, import and export laws and governmental regulation of any country

to, from, through or over which a Shipment may take place. UPDS does not warrant and

expressly denies liability for damage, loss, delay or expense arising out of or connected to any

entity’s duties under contract or law other than those duties and obligations of UPDS set forth in

this Carrier Agreement.

J. To no extent shall UPDS be liable for any loss or damage arising out of or connected to a

Shipment, the transportation or handling of cargo, the movement or handling of Equipment, or for

any activity performed by CARRIER or by its subcontractor or by persons acting on their behalf

related to hazardous, toxic or dangerous substances.

K. The specification of the types and levels of insurance required to be obtained under the terms of

this Carrier Agreement and Exhibit C hereto are not (and shall not be construed as) a

representation or warranty by UPDS of the value of any given load of cargo, property, equipment,

level of risk, cost or value of any other potential item of liability or loss comprising a Claim as

defined above. The designation of insurance required to be procured by CARRIER within this

Carrier Agreement and Exhibit C thereto shall not be construed as a limitation on CARRIER’s

and/or its subcontractor’s liability to any party including UPDS and/or Indemnified Parties.

Similarly, the fact that the types and levels of insurance required to be maintained by CARRIER

in this Carrier Agreement and Exhibit C hereto have been obtained by CARRIER and/or its

subcontracted carrier shall not release or diminish the liability of CARRIER and/or of its

subcontracted carrier to any party, including UPDS and/or Indemnified Parties in connection with

any Claim. CARRIER and/or CARRIER’s subcontracted carrier, not UPDS, shall bear the

responsibility of ascertaining the value of any given load of cargo which is tendered to CARRIER

and/or which is carried by CARRIER’s subcontractor. It is the obligation of CARRIER and/or

CARRIER’s subcontractor to assess how best to protect its risks over and above the minimum

amounts of insurance required to be procured by the terms of this Carrier Agreement, whether

through the procurement of additional insurance or otherwise.

L. UPDS CLAIMS TO CARRIER: In the event of a cargo loss or damage incident or claim on a

Shipment, UPDS shall have eighteen (18) months from the date of the cargo loss or damage

incident or if the loss or damage is due to an unlocated loss or damage incident, then UPDS shall

have eighteen (18) months from the date of CARRIER’s or its subcontractor’s delivery of the

cargo within which to file a written claim for cargo loss or damage with CARRIER. Claims filed

by UPDS on CARRIER shall be deemed as having been filed simultaneously on CARRIER’s

subcontractor. CARRIER shall immediately forward a copy of such claim to CARRIER’s

subcontractor in the event CARRIER, if any. UPDS shall have four (4) years from the later of the

date on which its claim is declined by CARRIER and/or its subcontracted carrier, or if the claim

is not declined, then UPDS shall have four (4) years from the date of delivery of the cargo, or if

the cargo is not delivered, then UPDS shall have four (4) years from the date on which the cargo

was reasonably expected to be delivered, within which to file suit against CARRIER and/or its

subcontracted carrier relating to such claim, loss or damage. CARRIER shall fully cooperate in

immediately providing to UPDS, upon UPDS’s request, the proper and complete contact

information of CARRIER’s subcontracted carrier, if any, for purposes of filing a claim with

CARRIER’s subcontracted carrier and the terms of CARRIER’s contract with any subcontracted

CARRIER. The date of UPDS’s mailing of the claim to CARRIER and/or CARRIER’s

subcontracted carrier shall be considered to be the date on which the claim is “filed” with

CARRIER and/or its subcontracted carrier. CARRIER shall ensure that all of the terms set forth

within this section are made part of the CARRIER’s contract with CARRIER’s subcontractor

pertaining to any Shipment and if CARRIER fails to do so, CARRIER shall indemnify UPDS for

any and all losses of any kind incurred by UPDS as a result of CARRIER’s failure to do so.

CARRIER’s compliance with the requirements hereunder shall not release CARRIER from any

other Indemnification obligations set forth in this Carrier Agreement.

M. Third Parties’ Claims to Carrier: CARRIER shall issue a bill of Lading in its own name and

shall be liable to the owner of the freight for full actual loss and damage to the freight transported

under this Agreement while in the care or custody of the CARRIER. Except as set forth in the

provisions relating to claims filed by UPDS to CARRIER, as to all other claims against

CARRIER, CARRIER shall comply with 49 CFR §370.1 et. seq. and any amendments and/or any

other applicable regulations issued or adopted by the FMCSA or DOT, for processing all loss and

damage claims and salvage, which arise out of the discharge of CARRIER's duties and

responsibilities hereunder.

Section 9. ACT OF GOD, FORCE MAJEURE, OTHER

If UPDS, CARRIER, or CARRIER’s subcontracted carrier are prevented or delayed in

performing any obligations under this Carrier Agreement by reason of statutes, regulations, or

orders of a governmental entity (including actions taken by a court or by law enforcement

officials), or because of war, terrorism, acts of God, force majeure, labor disturbances, civil

unrest, or any cause beyond the reasonable control of such party, that party shall not be liable to

the other party for damages resulting from any delay or suspension of performance resulting from

such legal restraints or force majeure unless its negligence caused or contributed to the losses

resulting therefrom. The party invoking a force majeure event shall furnish the other party with

written notice of same no more than two (2) business days after the onset of the force majeure

conditions delaying or preventing performance. However, it is expressly understood and agreed

that in no event shall the occurrence of any event or condition set forth in this section relieve,

reduce or otherwise modify the CARRIER’s obligation(s) to indemnify UPDS or Indemnified

Parties under the indemnification obligations set forth in this Carrier Agreement.

Section 10. CARRIER’S WARRANTY REGARDING SAFETY

A. Safety is of paramount importance. CARRIER acknowledges and warrants that CARRIER shall

provide, operate and maintain in satisfactory and safe working condition all motor vehicles,

trailers and allied equipment and that CARRIER’s subcontracted carrier is solely responsible for

the safety of CARRIER’s employees and members of the public whom it encounters in the

performance of the transportation of cargo and equipment UPDS has tendered to CARRIER

hereunder.

Section 11. NOTIFICATIONS

A. Any notice or communication required or permitted to be given to CARRIER or UPDS under this

Carrier Agreement shall be in writing and shall be addressed to the party to whom directed at its

specified address shown below:

If to CARRIER: __________________________

Attn: ______________________

___________________________

__________________________ _

If to UPDS: Union Pacific Distribution Services

Attn: Operations Manager

1400 Douglas Street, Mail Stop 1230

Omaha, Nebraska 68179

C. Any such notice or communication shall be given by personal delivery or by registered or

certified U.S mail, return receipt requested, and the same shall be effective and shall be deemed

delivered on the date of delivery if given by personal delivery, and if given by mail on the next

business day after delivery by the U.S. Postal Service to either CARRIER or UPDS as the case

may be with the date of delivery being the date shown on the post office receipt. Either party

may from time to time change its address by giving notice thereof to the other party.

Section 12. CONFIDENTIALITY

Except as to the extent required by law, the existence of this Carrier Agreement and its terms and

conditions and any information pertaining to any Shipment handled by CARRIER shall be

confidential and shall not be disclosed by either party hereto to persons other than its directors,

officers, employees, agents, attorneys, accountants and auditors. If and to the extent necessary

for the furtherance of its commercial activity, CARRIER shall have the right to disclose to

CARRIER’s subcontracted carrier any such information as may be required for performance of

the transportation or services required by UPDS provided that CARRIER shall ensure that its

subcontracted carrier also agrees to maintain such terms confidential and not to disclose such

terms to persons other than its directors, officers, employees, agents, attorneys, accountants and

auditors. The provisions of this Section shall survive the termination or expiration of this Carrier

Agreement for a period of one (1) year.

Section 13. AUDIT

A. CARRIER shall keep accurate records of shipments covered by this Agreement and designated

UPDS personnel or its agent shall, at reasonable times, have the right to inspect such records kept

by CARRIER for the purpose of determining compliance with the terms of this Agreement.

B. During the term of this Carrier Agreement and for a period of two (2) years thereafter, UPDS, or

its designated third party agent, shall have the right to audit any pertinent shipping weight,

reconciliation and financial records, including those that substantiate CARRIER’s charges to

UPDS for services which CARRIER performed under this Carrier Agreement. Unless otherwise

arranged with CARRIER, all audits and inspections shall be conducted by UPDS or its designated

third party agent during normal business hours, in such a manner as to minimize any disruption to

CARRIER’s operations.

C. Each party shall, upon reasonable notice for audit purposes, make available to the other party for

inspection hard copies of documents related to this Carrier Agreement that have been transmitted

by electronic data interchange.

Section 14. ASSIGNMENT.

A. This Carrier Agreement contemplates that UPDS will broker loads of cargo for transportation to

CARRIER hereunder and that, subject to the condition of prior written approval by UPDS as

specified in this Carrier Agreement, CARRIER may assign such loads to CARRIER’s

subcontracted carrier for the actual carriage of such loads. Any other assignment of this

Agreement, whether voluntary, by operation of law or otherwise, without prior written consent of

UPDS, shall be absolutely void, and any such unauthorized attempt at assignment shall be, at the

option of the party whose written consent should have been obtained, grounds for termination of

this Agreement. With the exception of the CARRIER’s ability, with prior written approval, to

subcontract a brokered load to CARRIER’s subcontracted carrier subject to the terms of this

Carrier Agreement, neither party hereto may assign this Carrier Agreement, in whole or in part, or

any interest arising under this Carrier Agreement without the prior written consent of the other

party.

B. CARRIER further warrants that CARRIER’s subcontracted carrier shall not subcontract any

loads originally brokered to CARRIER by UPDS under this agreement or any part of the work

therein, without the prior written consent of UPDS and CARRIER agrees that any attempt by

CARRIER’s subcontracted carrier to subcontract a Shipment hereunder shall be void. If

CARRIER’s subcontracted carrier nevertheless subcontracts all or any portion of a Shipment

hereunder to another carrier, CARRIER is and shall remain responsible for such Shipment and

CARRIER assumes full legal responsibility for any and all damages of any nature caused by or

arising out of the work of such second subcontractor whether or not CARRIER was aware of the

additional subcontracting of the work or not. In such instance, CARRIER shall remain subject to

all of the indemnification obligations set forth in this Carrier Agreement as if the Shipment had

been performed by CARRIER itself. This Agreement is binding upon the parties hereto, their

successors, and assigns.

Section 15. THIRD PARTY BENEFICIARIES

Except as otherwise expressly stated herein, including the rights provided to Indemnified Parties

in Section 8 above, this Carrier Agreement is intended for the sole benefit of the signatories

hereto, is binding upon their respective successors and assigns, and nothing in this Agreement is

intended or may be construed to give any person, firm, corporation or other entity, other than the

signatories hereto, their permitted successors and permitted assigns, and their affiliates any legal

or equitable right, remedy or claim under this Agreement.

Section 16. USE OF TRADE NAMES

Except to the extent that use of the parties' respective names or trade names is necessary or

appropriate for purposes of preparing invoices or other shipping documentation, or for tracking

and tracing purposes, neither party may use the other party's name, logos, service marks, trade

names, copyrights, patents or other intellectual property, except by advance written permission of

such other party.

Section 17: FORUM SELECTION CLAUSE, CHOICE OF LAW CLAUSE, PERSONAL

JURISDICTION

A. This Carrier Agreement shall be governed, construed and enforced in accordance with the laws of

the State of Nebraska (without regard to its conflicts of laws rules) except where state law is

preempted by federal law.

B. The Parties agree that the exclusive cause of action against UPDS in any action hereunder shall

be for breach of contract and that all tort claims are subsumed by the Carrier Agreement. The

Parties further agree that any dispute or claim relating to the Parties to this Carrier Agreement

shall be filed exclusively within a District Court of Douglas County, Nebraska, and/or the U.S.

District Court, District of Nebraska, sitting in Omaha.

C. The Parties hereto submit themselves to and consent to personal jurisdiction over them in any

court within the State of Nebraska, and submit to service of process of summonses and subpoenas

issued by the state or federal courts in the State of Nebraska.

Section 18. MISCELLANEOUS PROVISIONS

A. References to the DOT. All references in this Carrier Agreement to the DOT shall be construed to

mean and include any successor governmental agency or authority.

B. Waiver of Default. Any waiver by a party of any default by the other party shall not affect or

impair any right of the waiving party to avail itself of any remedy for any subsequent default

hereof.

C. Section Headings. All section headings in this Carrier Agreement are inserted herein for

convenience only and shall not affect any construction or interpretation of this Carrier

Agreement.

D. Severability. If any clause or provision of this Carrier Agreement or any application hereof shall

be determined to be invalid or unenforceable for any reason, the remainder of such clause and the

remainder of this Carrier Agreement and any other application of such provision shall not be

affected thereby.

E. CARRIER’s subcontracted carrier shall have no right of recovery for transportation charges or

any other charges from UPDS or beneficial cargo owner. CARRIER is solely responsible for

payment to its subcontractors. CARRIER is acting as an agent for CARRIER’s subcontracted

carrier for payment purposes.

F. CARRIER is and shall be construed at all times as an independent contractor to UPDS. UPDS

does not exercise or retain any control or supervision over CARRIER or its operations,

employees or of the operations, or of the employees of CARRIER’s subcontracted carriers.

G. Entire Agreement. No modification or amendment to this Carrier Agreement shall be of any force

or effect unless made in writing, signed by CARRIER and by UPDS and specifying the nature

and extent of such modification or amendment. This Carrier Agreement and the Exhibits attached

hereto constitute the entire understanding between CARRIER and UPDS and cancel and

supersede any prior negotiations, understandings or agreements, whether written or oral, with

respect to the services to be performed by CARRIER as set forth in this Carrier Agreement. This

clause shall not be read to invalidate the enforceability of any Brokerage Agreement which

CARRIER, in the event it has dual capacity as a broker, may also be a party to with UPDS.

Section 19. AUTHORIZED SIGNATURES

IN WITNESS WHEREOF, CARRIER and UPDS have duly executed this Carrier Agreement in

duplicate as of the Effective Date first herein written.

CARRIER: ____________________________ UNION PACIFIC DISTRIBUTION SERVICES

By: __________________________________ By:________________________________________

Printed Name:__________________________ Printed Name: _______________________________

Title: _________________________________ Title: ______________________________________

Date: _________________________________ Date: ______________________________________

EXHIBIT A TO UPDS CARRIER AGREEMENT

ACCESSORIALS

All accessorial charges will be waived except as follows:

1. CARRIER’s Detention — first 2 hours is non-chargeable (Free Time), thereafter $50.00 per hour

(or any fraction thereof) upon expiration of Free Time. CARRIER must notify UPDS via the

phone or email prior to the expiration of Free Time. Provided CARRIER’s subcontracted carrier

is at UPDS’s customer’s facility at the appointment time, Free Time starts at appointment time. If

appointment time is missed by CARRIER’s subcontracted carrier, CARRIER’s subcontracted

carrier Detention will be subject to review and possible adjustment between UPDS and

CARRIER.

2. CARRIER Dispatched But Not Used — In the event, at UPDS’s request, CARRIER dispatches

its driver to UPDS’s customer’s location and UPDS’s customer fails to tender a load to

CARRIER, a Carrier Dispatched But Not Used charge in the amount of $250.00 will be paid to

CARRIER by UPDS. However, if CARRIER misses the UPDS’s customer’s scheduled pick-up

appointment time, a Carrier Dispatched But Not Used charge will not be paid by UPDS to

CARRIER.

Prior to the commencement of a Shipment, CARRIER will notify its subcontracted carrier of the terms

relating to accessorial charges.

EXHIBIT B TO UPDS CARRIER AGREEMENT

DOCUMENTATION

1. CARRIER acknowledges that if an entity other than itself is utilized to transport the cargo from

origins or to destinations designated as served by CARRIER, it is understood and mutually

agreed that such entity is acting as an agent to CARRIER, that CARRIER assumes all legal

liability with respect to the actions or omissions of such person in connection with any Shipment,

and that UPDS has no obligation to such entity or for the acts or omissions of such entity

whatsoever. See also Paragraph 22 above relating to prohibitions against assignments and

subcontracting.

2. In the event a CARRIER’s subcontracted carrier begins a bankruptcy proceeding adverse to

UPDS, CARRIER agrees to indemnify and defend UPDS from any and all legal action including

attorney’s fees and costs that may result therefrom.

3. UPDS will tender payment to CARRIER within thirty (30) days of presentation to UPDS of any

freight or accessorial bills for which payment is due. However, in the event any such bill should

remain unpaid in excess of thirty (30) days, UPDS will not be responsible for any interest, late

payment charges, or penalties.

4. CARRIER will correctly invoice UPDS for amounts due in connection with a Shipment within

seven (7) days from delivery of the cargo by CARRIER or CARRIER’s subcontractor. If

CARRIER fails to provide an accurate invoice to UPDS for payment within 360 calendar days

from date of pickup or delivery, such invoice will be considered void and null.

EXHIBIT C TO UPDS CARRIER AGREEMENT

INSURANCE REQUIREMENTS

Warranties, Representations and Other Matters Regarding Insurance

CARRIER warrants to UPDS that CARRIER, or in the event a subcontractor carries the cargo

comprising the Shipment hereunder, CARRIER’s subcontractor, has procured, at its sole cost and

expense, and will maintain during the life of this Carrier Agreement (except as otherwise

provided in this Carrier Agreement) the following insurance coverage:

The specification of the types and levels of insurance required to be obtained under the terms of

this Carrier Agreement and Exhibit C hereto are not and shall not be construed as any

representation or warranty by UPDS of the value of any given load of cargo, property, item of

equipment, level of risk, or cost or value of any other potential item of liability or loss comprising

the Claims referenced above.

Neither the designation of types or amounts of required insurance within this Carrier Agreement

and Exhibit C thereto or the procurement of the same shall be construed as a ceiling, or a

limitation of or release of CARRIER’s liability and/or its indemnity obligations hereunder to any

party, including UPDS and/or other Indemnified Parties nor shall the designation of types or

amounts of required insurance within this Carrier Agreement and Exhibit C thereto or the

procurement of the same be construed as a ceiling, or a limitation of or release of CARRIER’s

subcontracted carrier’s liability and/or it indemnity obligations to any party, including UPDS

and/or other Indemnified Parties.

CARRIER and/or CARRIER’s subcontracted carrier, not UPDS, shall bear the full responsibility

of ascertaining the value of any given load of cargo tendered to CARRIER and/or carried by

CARRIER or is subcontracted carrier for purposes of ascertaining its own risk on any given

Shipment. It is the obligation of CARRIER and/or its subcontracted carrier, and not of UPDS, to

assess how best to protect their respective risks over and above the minimum amounts of

insurance required to be procured by the terms of this Carrier Agreement.

CARRIER, and in the event CARRIER subcontracts the carriage, CARRIER’s subcontracted

carrier, must procure and maintain in effect during the course of any Shipment hereunder, the

following insurance and shall promptly provide UPDS with all current Certificates of Insurance

evidencing such insurance:

Required Types and Levels of Insurance:

A. Commercial General Liability Insurance. Commercial general liability (CGL) that is consistent

with the laws of the country in which the container moves (US or Mexico) shall contain a single

limit of not less than $1,000,000 each occurrence or claim and an aggregate limit of not less than

$2,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a

substitute form providing equivalent coverage). CGL Policy must be endorsed to Include “Union

Pacific Distribution Services” and “Union Pacific Carrier Services” as Additional Insureds with

Form CG 20 26 or 20 11. Such insurance shall include CG 24 17 'Contractual Liability-

Railroads'/Endorsed to cover incidents that occur within 50 feet of railroad property.

The policy must also contain the following endorsement, which must be stated on the certificate

of insurance: Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form

providing equivalent coverage) showing “Union Pacific Railroad Company Property” as the

Designated Job Site.

In the event CARRIER or CARRIER’s subcontracted carrier, in its performance of a Shipment is

required to enter Mexico, CARRIER or CARRIER’s subcontracted carrier must provide UPDS a

Certificate of Insurance evidencing that CARRIER or CARRIER’s subcontracted carrier has

procured equivalent insurance coverage as required from a licensed Mexican Insurance Company

PRIOR to entering into Mexico.

B. Commercial Automobile/Trucks Liability Coverage Insurance. Commercial Auto/Trucker’s

Liability Coverage with a combined single limit of not less than $1,000,000 for each accident.

Coverage must be written on ISO form CA 00 12 03 06 (or a substitute form providing equivalent

liability coverage). Coverage must include liability arising out of any auto (including owned,

hired, and non-owned autos). The policy must contain the following endorsements, which shall

be stated on the certificate of insurance:

• Motor Carrier Act Endorsement – Hazardous materials clean up (MCS-90) if required by law.

• Intermodal Interchange covering physical damage to non-owned trailers/containers with limits

of at least $25,000 per trailer/container.

• Auto Liability Policy must be endorsed to include ‘Union Pacific Distribution Services’, 'Union

Pacific Carrier Services' and “Union Pacific Railroad Company” as Additional Insureds with CA

20 48.• Auto Liability Policy must be endorsed with CA 20 70 10 01 'Coverage for Certain

Operations in Connection with Railroads'.

Note: An auto liability policy with Bodily Injury and Property Damage limits of $1,000,000 or

greater, insuring all equipment involved in transportation must be provided. Those policies

written as Scheduled Autos must also contain coverage for Hired Autos. (If the primary auto

policy is less than $1,000,000, an excess policy must be provided to meet the required limit).

In the event CARRIER is required by UPDS under this Carrier Agreement is required to enter

Mexico, CARRIER must provide a copy to UPDS satisfactory evidence that CARRIER and/or

CARRIER’s subcontracted carrier has procured equivalent insurance coverage to that specified in

this section as required from a licensed Mexican Insurance Company PRIOR to entering into

Mexico.

C. Workers Compensation and Employers Liability Insurance. Coverage must include but not

limited to:

• CARRIER’s statutory liability under the workers' compensation laws of the state(s) affected by

this Carriers Agreement in which CARRIER operates;

• Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease

policy limit, $500,000 each employee.

• Workers' Compensation Policy must include a Waiver of Subrogation.

• CARRIER shall procure coverage required by Mexican Social Security Scheme from a licensed

Mexican Insurance Company PRIOR to entering into Mexico.

If CARRIER is self-insured, evidence of state approval must be provided along with evidence of

excess workers compensation coverage. Coverage shall include liability arising out of the U.S.

Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land

Act, if applicable.

The policy must contain the following endorsement, which must be stated on the certificate of

insurance: Alternate Employer Endorsement ISO form WC 00 03 01A (or a substitute form

providing equivalent coverage) showing Railroad in the schedule as the alternate employer.

D. Umbrella or Excess Insurance Policies. In the event CARRIER or CARRIER’s subcontracted

carrier utilizes Umbrella or excess policies, these policies shall “follow form” and afford no less

coverage than the primary policy.

E. Motor Truck Cargo. Motor Truck Cargo Legal Liability coverage must be written on AAIS Form

IM 7450 04 (or a substitute form providing equivalent liability coverage) Nothing in this

Agreement shall be construed to limit liability to the insurance limits set forth above, nor shall

any exclusion in any insurance policy exonerate CARRIER from liability. Limits of insurance

must be equal to the greater of the replacement cost of the freight being transported or $250,000

for any one occurrence in addition to cargo insurance required by applicable State or Federal laws

and shall have no exclusions or restrictions that would not be accepted by the FMCSA for filing

under statutory requirements.

Certain high value accounts may require a higher level of insurance. To meet the added valuation

of the cargo moved in a specific Shipment, the amount of freight insurance required may be

increased by written notification to CARRIER from UPDS for communication to CARRIER’s

subcontracted carrier. However, the absence of any such communication from UPDS to

CARRIER shall not be construed as a representation or warranty by UPDS to CARRIER and/or

to CARRIER’s subcontracted carrier regarding the value of a particular load of cargo nor shall

the absence of any such communication from UPDS to CARRIER and/or its subcontracted carrier

release CARRIER and/or its subcontracted carrier from the obligation to take such actions as

required to adequately insure any Shipment carried by either of them.

CARRIER bears the responsibility to ascertain the value of the cargo and to notify CARRIER’s

subcontracted carrier of the value of the cargo and to procure adequate cargo insurance to cover

the value of the load transported by CARRIER or CARRIER’s subcontracted carrier.

CARRIER and/or CARRIER’s subcontracted carrier policy(ies) shall include coverage for

activities and/or loss or damage incidents, including losses due to theft, on all lots or terminals

CARRIER and/or CARRIER’s subcontracted carrier utilize in the performance of obligations

under this Agreement, whether such lots or terminals are considered to be ‘scheduled’ or

‘unscheduled’.

Cargo insurance shall be in the form required by 49 C.F.R. 1043.2(b), and shall have no

exclusions or restrictions that would not be accepted by the FMCSA for filing under statutory

requirements.

Insurance coverage will be consistent with the governing laws of the country in which the

Shipment is located. While traveling in the United States, Shipments shall have the coverage

outlined above; and when traveling in Mexico, insurance of cargo on Shipments shall be subject

to Mexican laws first with subsequent coverage as outlined above, if applicable.

In the event that CARRIER and/or CARRIER’s subcontracted carrier, in its performance of the

transportation required by UPDS under this Carrier Agreement is required to enter Mexico,

CARRIER must provide UPDS evidence demonstrating that CARRIER and/or CARRIER’s

subcontracted carrier has procured equivalent insurance coverage as required from a licensed

Mexican Insurance Company PRIOR to entering into Mexico.

F. Pollution Liability Policy with an endorsement to include Union Pacific Distribution Services,

Union Pacific Carrier Services, Union Pacific Railroad Company and Union Pacific Corporation

as additional Insureds.

Other Requirements:

G. All policy(ies) required above (excluding worker's compensation and employers liability and

commercial automobile coverage) must include Union Pacific Distribution Services, Union

Pacific Carrier Services, and Union Pacific Railroad Company as "Additional Insureds" or "Loss

Payees" (with respect to Motor Truck Cargo) under ISO Additional Insured Endorsements CG 20

26 and IM 7473 04 04 (or substitute forms providing equivalent coverage). The coverage

provided to UPDS as Additional Insured shall not be limited by CARRIER's or CARRIER’s

subcontracted carrier's liability under the indemnity provisions of this Agreement. BOTH

CARRIER, CARRIER’S SUBCONTRACTED CARRIER AND UPDS EXPECT THAT UPDS

WILL BE PROVIDED WITH THE BROADEST POSSIBLE COVERAGE AVAILABLE BY

OPERATION OF LAW UNDER ISO ADDITIONAL INSURED FORM CG 20 26 AND IM

7473 04 04."

H. Punitive damage exclusion, if any, must be deleted (and the deletion indicated on the certificate

of insurance), unless (1) insurance coverage may not lawfully be obtained for any punitive

damages that may arise, or (2) all punitive damages are prohibited by all states in which this

services hereunder shall be performed.

I. CARRIER and CARRIER’s subcontracted carrier waive all rights of recovery, and its insurers

also waive all rights of subrogation of damages against UPDS, Union Pacific Carrier Services,

Union Pacific Railroad Company and their agents, officers, directors and employees for damages

covered by the workers compensation and employers liability or commercial umbrella or excess

liability obtained by CARRIER and/or CARRIER’s subcontracted carrier required by this Carrier

Agreement, where permitted by law. This waiver must be stated on the certificate of insurance.

J. The insurance policies described herein shall comply with minimum requirements of the Federal

Motor Carrier Safety Administration (FMCSA) and any other applicable regulatory state agency.

K. Prior to commencing the work, CARRIER shall furnish UPDS with certificate(s) of insurance,

executed by a duly authorized representative of each insurer, showing compliance with the

insurance requirements in this Carrier Agreement. CARRIER shall provide the following

information to UPDS with its certificate(s) of insurance:

CARRIER’s Email Address: CARRIER’s Agent’s Email Address:

CARRIER’s Telephone #: CARRIER’s Agent’s Telephone #:

CARRIER’s Fax #: CARRIER’s Agent’s Fax #:

CARRIER is required to have its Insurance Agent send a certificate of insurance by email or fax

to EBIX; UPDS’s web based Insurance Management Provider: UnionPacific@ebix.com, EBIX

Fax number 770-325-3344. In the event UPDS has assented to CARRIER subcontracting a

Shipment to another carrier, CARRIER shall provide UPDS with all such information as to

CARRIER’s subcontracted carrier.

L. All insurance policies must be written by a reputable insurance company acceptable to UPDS or

with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do

business in the state(s) in which the work is to be performed.

M. The fact that insurance is obtained by CARRIER and/or CARRIER’s subcontracted carrier, or

UPDS on behalf of CARRIER and/or CARRIER’s subcontracted carrier will not be deemed to

release or diminish the liability of CARRIER or CARRIER’s subcontracted carrier, including,

without limitation, liability under the indemnity provisions of this Carrier Agreement. Damages

recoverable by UPDS from CARRIER and/or CARRIER’s subcontracted carrier or any third

party will not be limited by the amount of the required insurance coverage.

N. CARRIER and/or CARRIER’s subcontracted carrier warrant, for any Shipment that is transported

into or out of Mexico or Canada, that each will be solely responsible for maintaining insurance or

financial responsibility to meet the laws or regulations of such respective country.

UPDS BROKERAGE AGREEMENT

This BROKERAGE AGREEMENT (“Brokerage Agreement”), dated ___________, _____ (“Effective Date”), is

between__________________________________, (“Broker”), and Union Pacific Distribution Services (“UPDS”).

UPDS is a Delaware corporation with offices at 1400 Douglas St., Mail Code 1230, Omaha, NE, USA 68179, 800-550- 9227.

UPDS is a federally registered property transportation broker under USDOT No. 2212067, Docket No. MC161736.

Recitals.

A. WHEREAS Broker is a federally registered property transportation broker in the business of arranging and securing

the services of carriers for the transportation of freight for Broker’s customers.

B. WHEREAS, in order to meet its distinct needs, UPDS desires for Broker to arrange for third-party motor carriers

(“Broker’s Carrier(s)”) to provide motor carrier transportation of freight subject to the terms and conditions set forth

herein. Such transportation of freight by Broker’s Carrier subject to the terms and conditions set forth herein shall be

referred to hereinafter as a “Shipment” or “Shipments”. The terms “cargo” and “freight” are used synonymously

herein to mean that personal property the transportation of which is to be arranged for by Broker.

C. NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements and provisions set forth

in this Agreement, UPDS and Broker, intending to be legally bound, agree as follows:

Section 1. BROKER’S OPERATING AUTHORITY AND SERVICES; UPDS’S ROLE.

A. Broker warrants that it is a property transportation broker which arranges for freight transportation and that it is duly

registered and licensed by the FMCSA (Federal Motor Carrier Safety Administration) in Docket Number MC-_____,

and/or by appropriate State agencies. A copy of Broker’s authority is attached hereto as Appendix A. A copy of Broker’s

surety bond issued in accordance with the requirements of Section C of Subpart 387 of the FMCSA in the amount of

$75,000 or commensurate trust fund agreement is attached hereto as Appendix B.

B. Broker shall support and protect UPDS's efforts in performance of this Brokerage by refraining from any direct contact or

solicitation of any of UPDS’s customers and/or any of its division’s customers first introduced to Broker by UPDS and/or

any of its divisions through Broker’s performance of services under this Brokerage Agreement. During the term of this

Brokerage Agreement and for a period of two (2) years from the date of its termination, Broker shall not directly or

indirectly solicit or do business of a transportation or warehousing nature with any such UPDS and/or any of UPDS

division’s customers or Union Pacific Railroad Co. (“UPRR”) departments serviced by Broker as a result of this

Brokerage Agreement unless otherwise agreed to by UPDS in advance in writing.

C. As UPDS is a federally registered property transportation broker, it is understood and agreed that UPDS does not hold

itself out to be a carrier or a freight forwarder. UPDS’s responsibilities under this Agreement shall be limited to those set

forth herein. UPDS shall act as a transportation property broker and shall, in brokering freight loads to Broker, ensure

that Broker is a federally registered property broker with the minimum surety bond required of brokers under the law in

force and effect at the time of each Shipment. UPDS does not itself receive, transport or deliver cargo and shall not be

construed to have received, transported or delivered any cargo on any Shipment tendered to Broker hereunder. The

relationship of UPDS and Broker is and shall at all times remain that of an independent contractor.

Section 2. TERM; TERMINATION.

A. Unless sooner terminated as set forth in Section 2.B or 2.C, the term of this Brokerage Agreement shall be for an initial

term of one (1) year from and after the Effective Date, thereafter, the terms shall automatically extend on a year-to-year

basis until terminated as set forth in Section 2.B or 2.C.

B. This Brokerage Agreement may be terminated by either party, with or without cause, by giving thirty (30) days’ written

notice of termination to the other party.

C. If Broker continues in default in the performance of any covenant or agreement herein contained for a period of

seventy-two (72) hours after receipt of UPDS’s notice specifying the nature of the default (the “Cure Period”), (whether

such continued default is attributable to Broker’s failure or to Broker’s Carrier’s failure to perform as required

hereunder), UPDS, at its option, may terminate this Brokerage Agreement following the Cure Period on forty-eight (48)

hours’ written notice to Broker. Termination of this Brokerage Agreement for any reason shall not affect any of the rights

or obligations of the parties hereto which may have accrued, or liabilities, accrued or otherwise, which may have arisen

prior to termination. The right of termination is not an exclusive remedy and UPDS shall have and may exercise all other

remedies it may have at law or in equity against Broker.

Section 3. PAYMENTS TO BROKER.

A. In consideration of the performance described herein and fulfillment of all covenants and conditions herein contained to

the satisfaction and acceptance of UPDS, UPDS will pay Broker in accordance with Broker’s freight rates, the accessorial

charges set forth in Exhibit A and the terms and conditions contained in Exhibit B, both exhibits being attached hereto

and by this reference made a part hereof. Payment of freight charges by UPDS to Broker shall relieve UPDS’s customers,

shippers, consignees or other third parties of any liability to Broker or Broker’s Carrier for non-payment of its freight

charges; and Broker hereby covenants and agrees to indemnify UPDS, UPDS’s customers, shippers, consignees or other

third parties against liability relating to the payment (or alleged non-payment) of freight charges. In the event Broker’s

Carrier provides less than the services requested by UPDS, or fails to perform services in a timely manner, Broker’s

freight rate may be subject to a reduction by UPDS.

B. At any time during the term of this Brokerage Agreement either party may request an amendment to the rules or rates

described in Exhibit A hereto. Any such amendment must be agreed to in writing by the other party and each of the

resulting deletions, changes, or additions will require approval evidenced by the signatures or initials of an authorized

representative from both parties written adjacent to each such deletion, change or addition.

C. ORDERS, INVOICING AND PAYMENTS WHEN BROKER IS PERFORMING CROSSTOWN SERVICES

1. When Broker is a federally registered motor carrier performing Crosstown Services carrying loads brokered to it

by UPDS, then all of the terms of the Brokerage Agreement which pertain to “Broker” and/or “Broker’s Carrier”

shall pertain equally to Broker with full force and effect except that the terms in Section 3, paragraph C

subsections 2 and 3 relating to orders, invoices and payments shall apply to Broker in lieu of Section 3 paragraphs

A and B. The term “Crosstown Services” being understood to include motor carriage of loaded intermodal

containers, empty intermodal containers and/or chassis.

2. Whenever Broker performs Crosstown Services for UPDS, Broker is required to use the UPDS Transportation

Suppliers Dashboard (TSD) system for shipment order creation, order number inquiry, and invoicing. Broker may

access the TSD seven (7) days a week twenty-four (24) hours a day via UPDS' website. TSD provides the Broker

with the opportunity to locate shipment information (order numbers), create orders, audit receivables, and invoice

UPDS via the TSD on the UPDS website.

3. In the event UPDS does not complete Shipment Order(s) prior to dispatching, the Broker is required to complete

Shipment Order(s) in TSD within twenty-four (24) hours of dispatch by UPDS. If Broker fails to complete

Shipment Orders in TSD within twenty-four (24) hours of dispatch, the Broker must request Shipment Order

information (order numbers) from UPDS via e-mail within seventy-two (72) hours of dispatch or movement date,

whichever comes first. Failure to request Shipment Order information from UPDS, within this seventy-two (72)

hour period on a given Shipment shall release UPDS from its obligation to pay Broker any charges for such

Shipment. Additional UPDS invoice instructions separately provided to Broker by UPDS shall also be subject to

the terms of this Brokerage Agreement.

4. Broker must invoice UPDS via TSD within ninety (90) days of movement date, or via Email. Failure to submit

an accurate invoice, (with UPDS Order numbers) and any other required back-up documentation, within the

above-referenced ninety (90) day period shall release UPDS from its obligation to pay Broker its charges for the

respective movements. This 90 day invoicing requirement applies to all Shipments made for the term of this

Brokerage Agreement and for ninety (90) days prior to its Effective Date.

UPDS shall be solely responsible for payment of Broker’s charges. Under no circumstance will Broker seek payment of

charges for the carriage of any Shipment tendered to Broker from UPDS's customer, the shipper or the consignee. Upon

receipt of payment, Broker automatically assigns all of its rights to payment from shippers, consignees, or third parties to

UPDS.

Section 4. MINIMUM TENDER TO BROKER.

There is no minimum load tender guarantee from UPDS to Broker during the term of this Brokerage Agreement.

Section 5. BROKER AGREEMENT REGARDING RECEIPTS AND BILLS OF LADING.

If requested by UPDS, Broker will provide UPDS with proof of acceptance and delivery of any loads in the form of a signed

Bill of Lading or Proof of Delivery, as specified by UPDS. Broker will not, and Broker will ensure that Broker’s Carrier will

not insert UPDS’s (nor UPDS’s) name on any such document(s), nor shall Broker or Broker’s Carrier ever characterize UPDS

as a carrier in any communications or documents relating to a Shipment. UPDS’s insertion of Broker’s name on the bill of

lading in any space designated for a carrier or any other entity other than a broker shall be for UPDS’s convenience only and

shall not change Broker’s status as a property transportation broker. The terms and conditions of any freight documentation

used by Broker or any carrier selected by Broker may not supplement, alter, or modify the terms of this Brokerage Agreement

nor enlarge the duties or liability hereunder nor curtail any protections and limitations of liability set forth herein.

Section 6. BROKER AGREEMENT REGARDING INSURANCE.

In addition to the requirements for the procurement and maintenance of a surety bond or trust fund as outlined in Section 7

hereof, Broker shall, at its sole cost and expense, procure and maintain, during the life of this Brokerage Agreement, insurance

coverages and amounts as required by the terms of Exhibit C of this Brokerage Agreement.

Section 7. BROKER AGREEMENT REGARDING SURETY BOND.

Broker shall maintain a surety bond or trust fund agreement in the amount of $100,000, or the amount required by Title 49

CFR, Part 387.307 as of the effective date of this Brokerage Agreement, whichever amount is greater, which MUST be on file

with the FMCSA. Upon written request, Broker agrees to furnish UPDS with continued proof of such bond or trust fund.

Section 8. FREIGHT CARRIAGE.

Broker warrants that it has or will enter into, a bilateral written contract of carriage with each of the Broker’s Carriers it utilizes

in the performance of this Brokerage Agreement and that such contract of carriage contains terms and conditions consistent

and compliant with those set forth herein and exhibits attached hereto. Broker further warrants that each of its contracts with

Broker’s Carriers require Broker’s Carriers to comply with all applicable federal, state and local laws and regulations

governing such carriers.

Section 9. BROKER’S WARRANTY OF ITS CARRIER’S OPERATING AUTHORITY.

Broker warrants the truth of each of the following:

A. That Broker’s Carrier has represented and warranted to Broker that it is a duly qualified and authorized contract motor

carrier pursuant to Permit or Certificate of Authority (“Carrier Authority”) issued to Broker’s Carrier by the Department

of Transportation (the “DOT”) to (1) lawfully transport cargo including but not limited to freight of all kinds, and (2)

lawfully provide Broker and Broker’s customer (referred to herein as “Shipper”) all of the transportation and related

services set forth herein in accordance with the terms and conditions of this Brokerage Agreement, in each case as a

carrier of cargo in interstate and foreign commerce.

B. Broker’s Carrier has represented and warranted to Broker that (1) its Carrier Authority is in full force and effect as of the

date of this Brokerage Agreement, and that (2) it maintains its Carrier Authority in full force and effect throughout the

term of this Brokerage Agreement.

C. Broker has a contract with Broker’s Carrier that Broker’s Carrier shall provide written notification to Broker within five

(5) working days in the event of any suspension, cancellation, termination, withdrawal, modification or transfer of its

Carrier Authority. If any such suspension, cancellation, termination, withdrawal, modification or transfer of Carrier’s

Carrier Authority will impair or hinder the ability of Broker’s Carrier to lawfully provide the transportation and related

services set forth herein, Broker shall terminate use of such Broker’s Carrier immediately and arrange for the replacement

of a qualified Broker’s Carrier to perform such services.

D. Broker has advised each of Broker’s Carriers that Broker’s Carrier must refrain from any direct contact or solicitation of

the customers of UPDS and/or its divisions during the term of this Brokerage Agreement and for a period of two (2) years

from the time of the termination of this Brokerage Agreement. During such period, neither Broker nor Broker’s Carriers

will directly or indirectly solicit or do business of a transportation or warehousing nature with any of the customers of

UPDS and/or any of its divisions, or with any of the individual internal business units or departments of UPRR, unless

otherwise agreed to in advance in writing by UPDS and Broker.

Section 10. RECEIPTS; BILLS OF LADING AND CUSTOMER’S DESCRIPTION OF FREIGHT.

A. Each Shipment shall be evidenced by a freight bill, bill of lading, manifest, receipt or other form of document

(“shipping document”) which shall be signed by Broker’s Carrier and which accurately describes the kind and

quantity of freight tendered under the shipping document and received by Broker’s Carrier at origin. Any terms set

forth in such shipping document(s) shall not expand upon the obligations or liability of parties hereto with respect to

the freight or Shipment to which such shipping document pertains. In the event of any conflict between the terms and

conditions of such document and this Brokerage Agreement, the conflicting terms herein shall take precedence. The

absence or loss of any such documentation shall not relieve Broker’s Carrier of its obligations and responsibilities

with respect to the transportation of freight on any given Shipment. See also provisions of EXHIBIT B TO

BROKERAGE AGREEMENT “DOCUMENTATION” for further terms relating to shipping document(s).

B. Upon delivery of the freight comprising a Shipment, Broker’s Carrier shall obtain a receipt in a form specified or

approved by Broker’s customer showing the kind and quantity of the freight delivered to the consignee of the

Shipment at the destination specified by Broker. Broker’s Carrier shall document on such receipt the date of the

freight delivery and shall ensure that receipt of the freight is signed for thereon by the consignee or its authorized

employee or agent.

Section 11. BROKER’S CARRIER’S EQUIPMENT.

A. Broker warrants that Broker’s Carrier, at its sole expense, shall furnish all fuel, oil, tires and other parts, supplies and

equipment necessary and required for the safe, efficient operation and maintenance of the equipment utilized by Broker’s

Carrier for the transportation of freight on a Shipment and that Broker’s Carrier’s equipment and the maintenance of such

equipment shall meet or exceed all of the DOT’s specifications in effect at the time of the freight pick-up, as well as any

additional specifications provided to Broker’s Carrier on behalf of Broker’s customer.

Section 12. BROKER’S CARRIER AGREEMENT REGARDING LIENS.

Before Broker’s Carrier may exercise any lien against UPDS and/or any of its divisions related to any Shipment made for

Broker of a load tendered to Broker by UPDS under this Brokerage Agreement, Broker’s shall provide notice to UPDS in

accordance with the requirements set forth in Section 19 hereof.

Section 13. BROKER’S CARRIER AGREEMENT REGARDING INDEPENDENT CONTRACTOR STATUS.

A. Broker warrants to UPDS that Broker’s Carrier, in performing transportation services on each Shipment tendered to

Broker by UPDS hereunder, is an independent contractor of Broker and that Broker’s Carrier shall have the exclusive

control and direction of all persons operating any equipment of Broker’s Carrier, or otherwise involved in the services to

be performed by Broker’s Carrier on each Shipment tendered to Broker by UPDS hereunder.

B. Broker warrants that Broker’s Carrier has agreed, in its agreement with Broker, that it shall employ only competent and

legally licensed personnel in the performance of the transportation services on each Shipment, that Broker’s Carrier

assumes full responsibility for the acts and omissions of all such persons, and that Broker’s Carrier shall have exclusive

liability for the payment of local, state and federal payroll taxes or contributions or taxes for unemployment insurance,

workers’ compensation, pensions, social security and other related protection with respect to the persons engaged by

Broker’s Carrier in the performance of such transportation services. Broker warrants that Broker’s Carrier has agreed to

comply with all applicable rules and regulations pertaining thereto.

Section 14. BROKER’S AGREEMENT REGARDING ITS CARRIER’S COMPLIANCE WITH TERMS,

REGULATIONS, LAWS, LICENSES AND PERMITS.

A. In its awarding of the transportation services set forth herein to any Carrier, Broker warrants that any Broker’s

Carrier to whom it brokers Shipments has agreed with Carrier, in writing, to comply with all applicable federal, state

and local laws, regulations and enactments governing a motor carrier’s transportation of property including, without

limitation, all regulations pertaining to the transportation of hazardous materials and compliance with 49 C.F.R. §

173.1 et seq. and is in compliance with respect to its procurement and renewal of any and all licenses and permits

required by any federal, state or local authority.

B. Broker warrants that it shall enter into written agreements with Broker’s Carriers containing terms and conditions

fully consistent and compliant with the terms and conditions set forth herein and that for any cargo loads which UPDS

brokers to Broker hereunder, Broker agrees to arrange for their transportation pursuant to the terms and conditions of

this Brokerage Agreement and in compliance in all material respects with all federal, state and local laws and

regulations governing such carriage including, but not limited to compliance with all applicable FMCSA and U.S.

Department of Transportation (“DOT”) regulations as well as all other federal or state regulations pertaining to the

operations of a motor carrier. Broker warrants that Broker’s Carrier’s services may include, as applicable, protective

service, “POWER ONLY”, direct dispatch, drop shipments, , spotting trailers, and expedited shipments. Broker shall

be responsible for arranging for, but not itself performing, the transportation of the cargo which UPDS brokers to it.

Broker will be fully responsible for acts and omissions of its subcontractors including Broker’s Carrier. Broker shall

ensure that Broker’s Carrier complies with the terms and conditions of this Agreement, provided, however, Broker

shall remain primarily liable for the performance of any obligations hereunder.

C. Broker warrants that Broker’s Carrier shall be fully compliant with all of the requirements of The Uniform Intermodal

Interchange & Facilities Access Agreement (the “UIIA”) which is a program of the Intermodal Association of North

America, and shall be held to such standards of care and conduct as are set forth in the UIIA whether or not Broker’s

Carrier is a signatory thereto. In the event that there is a conflict between the obligations set forth herein and the

obligations set forth in the UIIA as to matters covered by this Brokerage Agreement, the terms of this Brokerage

Agreement shall take precedence over any conflicting term in the UIIA.

D. Broker warrants that any Broker’s Carrier to whom it brokers Shipments shall perform transportation services in

compliance with 49 USC Section 10102 by assigning tractor, driver (s) and conveyance for a movement for the

exclusive use of UPDS or by providing specialized services or equipment designated to meet the distinctive needs of

UPDS and its customers. Such services shall include, when applicable, but shall not be limited to: protective service

multiple stops in transit, “POWER ONLY”, direct dispatch, drop shipments, inside deliveries, spotting trailers, and

expedited shipments.

Section 15. BROKER’S AGREEMENT REGARDING LIABILITY INCLUDING FREIGHT LOSS AND DAMAGE.

A. Broker assumes responsibility for and shall be liable to UPDS for any cargo loss or damage, personal injury, damage to

intermodal equipment including, but not limited to, any container, chassis, and/or trailer, flat-bed, refrigerated container

or car, or any other equipment needed and/or procured in order to perform the requested transporation on a Shipment

(hereafter, “Equipment”) in the possession, custody, constructive custody, care or control of Broker and/or Broker’s

Carrier during the performance of brokerage and/or transportation services on any Shipment. Broker shall defend,

indemnify and hold harmless UPDS, its affiliates, their officers, agents and employees, (singularly, “Indemnified Party”,

collectively, “Indemnified Parties”) from and against any and all claims, demands, suits, liability, loss, damage, thefts,

costs (including court costs), judgments, awards, settlements, attorney’s fees, and expenses of whatsoever nature

including Equipment loss or damage, cargo loss, damage or theft, personal injuries or deaths, environmental damages of

any nature or remediation costs whatsoever, which arise from, grow out of and/or occur as a consequence of Broker’s

performance of services under this Brokerage Agreement and/or arising from, growing out of or as a consequence of

Broker’s Carrier’s performance of services on any Shipment (hereafter collectively, “Claims”) whether or not any such

Claims were caused or contributed to by Broker’s or by Broker’s Carrier negligence and/or by Broker’s failure to abide

by any term of this Brokerage Agreement.

B. Broker agrees that with regard to any matter for which Broker must indemnify UPDS under the terms of sub-section A

above, the right to indemnity shall accrue upon the occurrence of the event giving rise to the Claims, UPDS shall have the

exclusive right to select counsel to defend UPDS against the Claims and to control the defense and settlement of the

Claims and Broker shall, at its expense, and in the name and on behalf of the Indemnified Party or Parties, adjust, appear

and defend or settle (“Defend”) all of the Claims made against any Indemnified Party. UPDS shall give reasonable notice

to Broker in writing of the receipt or pendency of any such Claims it becomes aware of whereupon Broker shall proceed

to Defend the Claims to a conclusion, and to protect, indemnify, and save harmless each Indemnified Party from and

against all such Claims. Broker shall not settle any of the Claims in any manner which would impose any expense,

penalty, obligation or limitation on any Indemnified Party without UPDS’s prior written consent. UPDS shall have the

right, but not the obligation, to Defend any of the Claims, and if UPDS opts to so Defend, Broker shall nonetheless be

obligated to protect, indemnify, and save harmless each Indemnified Party from and against all Claims. If Broker

disputes any of Indemnified Parties’ right to indemnification hereunder, Broker shall nevertheless immediately Defend

Indemnified Parties upon being presented with a written demand by UPDS. UPDS shall reimburse Broker for any

portion of Claims which is subsequently determined by a court of law not to be attributable to Broker’s indemnification

obligations arising hereunder. In the event that a court of law determines that Broker did have a duty to indemnify

Indemnified Parties, or any of them, for any portion of Claims, Broker shall also indemnify Indemnified Parties for costs

and fees incurred in any suit to enforce the right to indemnification hereunder.

C. Subject to the terms and conditions contained in Section 15.B, if the freight tendered to Broker by UPDS and/or if any

Equipment is lost, stolen, damaged or destroyed after UPDS’s brokerage of the Shipment to Broker and at any time prior

to delivery of the cargo to the consignee or receiving party to whom Broker’s Carrier is to make delivery under its

instructions from Broker as requested by UPDS, Broker must pay to UPDS the amount required to fully compensate any

party entitled to recover for such loss of or damage to such freight and/or Equipment. For the avoidance of any doubt,

Broker’s Carrier’s failure or refusal or inability to pay Broker for any such lost, stolen, damaged or destroyed freight,

and/or Equipment, shall not relieve Broker of its obligations to UPDS and Broker shall remain liable to UPDS and shall

compensate UPDS in full for any payments UPDS may make or may be required to make to any party entitled to recover

for such loss of or damage to such freight and/or Equipment.

D. In no event shall UPDS be liable to any entity for loss or damage relating to the Claims, nor for any punitive, incidental,

indirect or consequential damages of any kind in connection with the Shipment (whether or not UPDS was apprised of or

knew in advance of the Shipment of the possibility that such damages might arise).

E. The Parties agree that UPDS has not agreed to, and shall not, indemnify, defend or hold harmless any person or entity in

connection with any Shipment.

F. UPDS does not make any express or implied warranties herein, including but not limited to those of merchantability or

warranties of fitness of any item or entity for a particular purpose; nor with respect to any information, data, statements or

products made available by UPDS; those relating to an entity’s insurance coverage; those relating to delivery which is

outside of UPDS’s express direction or control; those relating to freight; those relating to or regarding actions of a

Shipper, consignee, receiver, holder of the bill of lading, owner of the freight or person entitled to the possession of the

freight and the servants and agents of any of these persons or entities; those relating to warehoused goods, items in transit

or deliveries, or with regard to information provided by a Shipper, carrier or other entity by contract or through

distributed marketing materials or on its website; nor any warranty that acts of Shipper, Broker, Broker’s Carrier, any

carrier or any other entity are safe or free from danger or error; any warranty that a Shipper, carrier or other entity will

have complied with all applicable laws, rules, and regulations including but not limited to customs laws, import and

export laws and governmental regulation of any country to, from, through or over which a Shipment may take place.

UPDS does not warrant and expressly denies liability for damage, loss, delay or expense arising out of or connected to

any entity’s duties under contract or law other than those duties and obligations of UPDS as expressly set forth in this

Brokerage Agreement.

G. To no extent shall UPDS be liable for any loss or damage arising out of or connected to a Shipment, the transportation or

handling of freight, the movement or handling of equipment, or any activity performed by Broker or by Broker’s Carriers

or persons acting on their behalf related to hazardous, toxic or dangerous substances.

H. The specification of the types and levels of insurance required to be obtained under the terms of this Brokerage

Agreement and Exhibit C hereto are not and shall not be construed as any representation or warranty by UPDS of the

value of any given load of cargo, property, item of equipment, level of risk, or cost or value of any other potential item of

liability or loss comprising the Claims referenced above. The designation of required insurance within this Brokerage

Agreement and Exhibit C thereto shall not be construed as a limitation on Broker’s liability or on Broker’s Carrier’s

liability to any party, including UPDS and Indemnified Parties. Similarly, the fact that the types and levels of insurance

specified in this Brokerage Agreement and Exhibit C hereto have been obtained shall not release or diminish the liability

of Broker and/or of Broker’s Carrier to any party, including UPDS and Indemnified Parties in connection with any of the

Claims. Nor shall the fact that the types and levels of insurance specified in this Brokerage Agreement and Exhibit C

hereto have been obtained release or diminish the liability of Broker and/or of Broker’s Carrier to indemnify UPDS

and/or Indemnified Parties under the indemnity obligations created by this Brokerage Agreement. Broker and/or

Broker’s Carrier, not UPDS, shall bear the responsibility of ascertaining the value of any given load of cargo which is

tendered to Broker and/or which is carried by Broker’s Carrier. It is the obligation of Broker and/or Broker’s Carrier to

assess how best to protect their respective risks over and above the minimum amounts of insurance required to be

procured by the terms of this Brokerage Agreement, whether through the procurement of additional insurance or

otherwise.

I. In the event of a cargo loss or damage incident or claim on a Shipment, UPDS shall have eighteen (18) months from the

date of the cargo loss or damage incident or if the loss or damage is an unlocated loss or damage, then UPDS shall have

eighteen (18) months from the date of Broker’s Carrier’s delivery of the cargo within which to file a written claim for

cargo loss or damage with Broker’s Carrier. UPDS shall have four (4) years from the date on which its claim is declined

by Broker’s Carrier, or if the claim is not declined, then UPDS shall have four (4) years from the date of delivery of the

cargo, or if the cargo is not delivered, then UPDS shall have four (4) years from the date on which the cargo was

reasonably expected to be delivered, within which to file suit against Broker’s Carrier relating to such cargo loss or

damage. Broker shall fully cooperate in immediately providing to UPDS, upon UPDS’s request to it, the proper and

complete contact information of broker’s Carrier for purposes of filing a claim with Broker’s Carrier and the terms of

Broker’s Carrier’s contract with Broker. The date of UPDS’s mailing of the claim to Broker’s Carrier shall be

considered to be the date on which the claim is filed with Broker’s Carrier. Broker shall ensure that all of the terms set

forth within this section are made part of the Broker’s contract with Broker’s Carrier pertaining to any Shipment and that

in the event Broker fails to do so, Broker shall indemnify UPDS for any and all losses of any kind incurred by UPDS as a

result of Broker’s failure to do so. Broker’s compliance with the requirements hereunder shall not release Broker from

any other Indemnification obligations set forth in this Brokerage Agreement.

Section 16. BROKER’S WARRANTY WITH ITS CARRIER REGARDING INSURANCE.

Broker warrants that Broker’s Carrier, at its sole cost and expense, shall procure and maintain as required under the terms set

forth in Exhibit C of this Brokerage Agreement. Broker certifies to UPDS that Broker’s Carrier has furnished Broker with

written evidence that Broker’s Carrier has obtained the insurance coverages and limits required by UPDS under the terms set

forth in Exhibit C of this Brokerage Agreement.

Section 17. ACT OF GOD, FORCE MAJEURE, OTHER

If UPDS, Broker, or Broker’s Carrier are prevented from or delayed in performing any obligations under this Brokerage

Agreement by reason of statutes, regulations, or orders of a governmental entity (including actions taken by a court or by law

enforcement officials), or because of war, terrorism, acts of God, force majeure, labor disturbances, civil unrest, or any cause

beyond the reasonable control of such party, that party shall not be liable to the other party for damages resulting from any

delay or suspension of performance resulting from such legal restraints or force majeure unless its negligence caused or

contributed to the losses resulting therefrom. The party invoking a force majeure event shall furnish the other party with

written notice of same no more than two (2) business days after the onset of the force majeure conditions delaying or

preventing performance. However, it is expressly understood and agreed that in no event shall the occurrence of any event

or condition set forth in this section relieve, reduce or otherwise modify the Broker’s obligation(s) to indemnify UPDS under

the indemnification obligations set forth in this Brokerage Agreement.

Section 18. CARRIER AGREEMENT REGARDING SAFETY.

A. Safety is of paramount importance. Broker acknowledges and warrants that Broker’s Carrier shall provide, operate and

maintain in satisfactory and safe working condition all motor vehicles, trailers and allied equipment and that Broker’s

Carrier is solely responsible for the safety of Broker’s Carrier’s employees and members of the public whom it

encounters in the performance of the transportation of freight and/or equipment which UPDS has tendered to broker

hereunder.

Section 19. NOTICES.

A. Any notice or communication required or permitted to be given to Broker or UPDS under this Brokerage Agreement shall

be in writing and shall be addressed to the party to whom directed at its specified address shown below:

If to Broker: __________________________

Attn: ______________________

___________________________

___________________________

If to UPDS: Union Pacific Distribution Services

Attn: Operations Manager

1400 Douglas Street, Mail Stop 1230

Omaha, Nebraska 68179

B. Any such notice or communication shall be given by personal delivery or by registered or certified U.S mail, return

receipt requested, and the same shall be effective and shall be deemed delivered on the date of delivery if given by

personal delivery, and if given by mail on the next business day after delivery by the U.S. Postal Service to either Broker

or UPDS as the case may be with the date of delivery being the date shown on the post office receipt. Either party may

from time to time change its address by giving notice thereof to the other party.

Section 20. CONFIDENTIALITY.

Except as to the extent required by law, the existence of this Brokerage Agreement and its terms and conditions and any

information pertaining to any Shipment handled by Broker shall be confidential and shall not be disclosed by either party

hereto to persons other than its directors, officers, employees, agents, attorneys, accountants and auditors. If and to the

extent necessary for the furtherance of its commercial activity, Broker shall have the right, at its sole discretion, to disclose to

Broker’s Carrier any such information as may be required for Broker’s Carrier to perform the transportation or services

required by UPDS provided that Broker shall ensure that Broker’s Carrier also agrees to maintain such terms confidential

and not to disclose such terms to persons other than Broker’s Carrier’s directors, officers, employees, agents, attorneys,

accountants and auditors. The provisions of this Section 19 shall survive the termination or expiration of this Brokerage

Agreement for a period of one (1) year.

Section 21. AUDIT.

Each party shall, upon reasonable notice for audit purposes, make available to the other party for inspection hard copies of

documents related to this Brokerage Agreement that have been transmitted by electronic data interchange.

Section 22. ASSIGNMENT.

A. This Brokerage Agreement contemplates that UPDS will broker loads of cargo for transportation to Broker hereunder

and that, subject to the terms of this Brokerage Agreement, Broker may assign such loads to Broker’s Carrier for the

actual carriage of such loads. Any other assignment of this Agreement, whether voluntary, by operation of law or

otherwise, without prior written consent, shall be absolutely void, and any such unauthorized attempt at assignment

shall be, at the option of the party whose written consent should have been obtained, grounds for termination of this

Agreement. With the exception of the Broker’s ability to broker a load to Broker’s Carrier subject to the terms of this

Brokerage Agreement, neither party hereto may assign this Brokerage Agreement, in whole or in part, or any interest

arising under this Brokerage Agreement without the prior written consent of the other party.

B. Broker further warrants that Broker’s Carrier will not subcontract any loads assigned to Broker by UPDS under this

agreement or any part of the work therein, without the prior written consent of UPDS and Broker agrees that any

attempt by Broker’s Carrier to so subcontract shall be void. If Broker’s Carrier nevertheless subcontracts all or any

portion of the Work hereunder to another carrier, Broker is and shall remain responsible for all work of Broker’s

Carrier and Broker’s Carrier’s subcontractor(s) and Broker assumes full legal responsibility for any and all damages

of any nature caused by or arising out of the work of such subcontractor whether or not Broker was aware of Broker’s

Carrier’s intention or agreement to subcontract the load to another entity and in such instance, Broker shall remain

subject to all of the indemnification obligations set forth in this Brokerage Agreement with respect to said

subcontractor’s work as if the subcontracted work had been performed by Broker’s Carrier itself. This Agreement is

binding upon the parties hereto, their successors, and assigns.

Section 23. NO THIRD PARTY BENEFICIARIES

Except as otherwise expressly stated herein, this Agreement is intended for the sole benefit of the signatories hereto and with

the exception of the rights provided to Indemnified Parties in Section 15 above, nothing in this Agreement is intended or may

be construed to give any person, firm, corporation or other entity, other than the signatories hereto, their permitted successors

and permitted assigns, and their affiliates any legal or equitable right, remedy or claim under this Agreement.

Section 24. USE OF TRADE NAMES

Except to the extent that use of the parties' respective names or trade names is necessary or appropriate for purposes of

preparing invoices or other shipping documentation, or for tracking and tracing purposes, neither party may use the other

party's name, logo(s), service mark(s), trade name(s), copyrights, patents or other intellectual property, except by advance

written permission of such other party.

Section 25. MISCELLANEOUS PROVISIONS.

A. References to the DOT. All references in this Brokerage Agreement to the DOT shall be construed to mean and include

any successor governmental agency or authority.

B. Enforceability; Choice of Law; Choice of Forum. This Brokerage Agreement shall be governed, construed and enforced

in accordance with the laws of the State of Nebraska. The Parties agree that any dispute or claim relating to the Parties to

this Brokerage Agreement shall be subject to the exclusive forum and jurisdiction of the District Court of Douglas

County, Nebraska, and/or Federal Court in the State of Nebraska, and the Parties submit themselves to and consent to

such court’s jurisdiction over their person and over the subject matter of any such litigation in Nebraska and to any

service of process issued by such courts in Nebraska.

C. Waiver of Default. Any waiver by a party of any default by the other party shall not affect or impair any right of the

waiving party to avail itself of any remedy for any subsequent default hereof.

D. Section Headings. All section headings in this Brokerage Agreement are inserted herein for convenience only and shall

not affect any construction or interpretation of this Brokerage Agreement.

E. Severability. If any clause or provision of this Brokerage Agreement or any application hereof shall be determined to be

invalid or unenforceable for any reason, the remainder of such clause and the remainder of this Brokerage Agreement and

any other application of such provision shall not be affected thereby.

F. Independent Contractor. It is understood between Broker and UPDS that Broker is acting as an agent for Broker’s Carrier

for payment purposes and that the Broker and Broker’s Carrier shall remain at all times independent contractors. UPDS

does not exercise or retain any control or supervision over Broker or its operations, employees or of the operations or

employees of Broker’s Carriers.

G. Entire Agreement. No modification or amendment to this Brokerage Agreement shall be of any force or effect unless

made in writing, signed by Broker and by UPDS and specifying the nature and extent of such modification or

amendment. This Brokerage Agreement and the Exhibits attached hereto constitute the entire understanding between

Broker and UPDS and cancel and supersede any prior negotiations, understandings or agreements, whether written or

oral, with respect to the services to be performed by Broker as set forth in this Brokerage Agreement. This clause shall not

be read to invalidate the enforceability of any Carrier Agreement which Broker may also be a party to with UPDS

governing its provision of motor carriage services.

IN WITNESS WHEREOF, Broker and UPDS have duly executed this Brokerage Agreement in duplicate as of the Effective

Date first herein written.

BROKER: ________________________________ UNION PACIFIC DISTRIBUTION SERVICES By: ______________________________________ By:________________________________________

Printed Name:______________________________ Printed Name: _______________________________

Title: _____________________________________ Title: ______________________________________

Date: _____________________________________ Date: ______________________________________

EXHIBIT A TO UPDS BROKERAGE AGREEMENT

ACCESSORIALS

All accessorial charges will be waived except as follows:

1. Broker’s Carrier Detention — first 2 hours is non-chargeable (Free Time), thereafter $50.00 per hour (or any fraction

thereof) upon expiration of Free Time. Broker must notify UPDS via the phone or email prior to the expiration of Free Time.

Provided Broker’s Carrier is at UPDS’s customer’s facility at the appointment time, Free Time starts at appointment time. If

appointment time is missed by Broker’s Carrier, Broker’s Carrier Detention will be subject to review and possible adjustment

between UPDS and Broker.

2. Broker’s Carrier Dispatched But Not Used — In the event, at UPDS’s request, Broker dispatches Broker’s Carrier to

UPDS’s customer’s location and UPDS’s customer fails to tender a load to Broker’s Carrier, a Broker’s Carrier Dispatched

But Not Used charge in the amount of $250.00 will be paid to Broker by UPDS. However, if Broker’s Carrier misses the

UPDS’s customer’s scheduled pick-up appointment time, a Broker’s Carrier Dispatched But Not Used charge will not be paid

by UPDS to Broker.

Prior to the commencement of a Shipment, Broker will notify Broker’s Carrier of the terms relating to accessorial charges.

EXHIBIT B TO UPDS BROKERAGE AGREEMENT

DOCUMENTATION

1. Broker acknowledges that if an entity other than Broker’s Carrier is utilized by Broker’s Carrier for Broker’s Carrier’s

convenience to transport the cargo from origins or to destinations designated as served by Broker’s Carrier, it is

understood and mutually agreed that such entity is acting as an agent to Broker’s Carrier, that Broker assumes all legal

liability with respect to the actions or omissions of such third person in connection with any Shipment, and that UPDS

has no obligation to such entity or for the acts or omissions of such entity whatsoever. See also Paragraph 22 above

relating to prohibitions against assignments and subcontracting.

2. In the event a Broker’s Carrier begins a bankruptcy proceeding adverse to Broker, Broker agrees to indemnify and

defend UPDS from any and all legal action including attorney’s fees and costs that may result therefrom.

3. UPDS will tender payment to Broker within thirty (30) days of presentation to UPDS of any freight or accessorial bills

for which payment is due. However, in the event any such bill should remain unpaid in excess of thirty (30) days,

UPDS will not be responsible for any interest, late payment charges, or penalties.

4. Broker will correctly invoice UPDS for amounts due in connection with a Shipment within seven (7) days from

delivery of the cargo by Broker’s Carrier. If Broker fails to provide an accurate invoice to UPDS for payment within

360 calendar days from date of pickup or delivery, such invoice will be considered void and null.

EXHIBIT C TO UPDS BROKERAGE AGREEMENT

INSURANCE REQUIREMENTS

Broker warrants to UPDS that Broker’s Carrier has procured, at its sole cost and expense, and will maintain during the life of this

Brokerage Agreement (except as otherwise provided in this Brokerage Agreement) the following insurance coverage: The fact that the

following insurance is obtained by Broker’s Carrier will not be deemed to release or diminish the liability of Broker and/or of Broker’s

Carrier under this Brokerage Agreement, including, without limitation, liability under the indemnity provisions of this Brokerage

Agreement.

The specification of the types and levels of insurance required to be obtained under the terms of this Brokerage Agreement and Exhibit C

hereto are not and shall not be construed as any representation or warranty by UPDS of the value of any given load of cargo, property, item

of equipment, level of risk, or cost or value of any other potential item of liability or loss comprising the Claims referenced above. The

designation of required insurance within this Brokerage Agreement and Exhibit C thereto shall not be construed as a limitation on Broker’s

liability or on Broker’s Carrier’s liability to any party, including UPDS and Indemnified Parties. Similarly, the fact that the types and levels

of insurance specified in this Brokerage Agreement and Exhibit C hereto have been obtained shall not release or diminish the liability of

Broker and/or of Broker’s Carrier to any party, including UPDS and Indemnified Parties in connection with any of the Claims. Nor shall

the fact that the types and levels of insurance specified in this Brokerage Agreement and Exhibit C hereto have been obtained release or

diminish the liability of Broker and/or of Broker’s Carrier to indemnify UPDS and/or Indemnified Parties under the indemnity obligations

created by this Brokerage Agreement. Broker and/or Broker’s Carrier, not UPDS, shall bear the responsibility of ascertaining the value of

any given load of cargo which is tendered to Broker and/or which is carried by Broker’s Carrier. It is the obligation of Broker and/or

Broker’s Carrier to assess how best to protect their respective risks over and above the minimum amounts of insurance required to be

procured by the terms of this Brokerage Agreement, whether through the procurement of additional insurance or otherwise.

A. Commercial General Liability Insurance. Commercial general liability (CGL) that is consistent with the laws of the country in

which the container moves (US or Mexico) shall contain a single limit of not less than $1,000,000 each occurrence or claim and an

aggregate limit of not less than $2,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form

providing equivalent coverage). CGL Policy must be endorsed to Include “Union Pacific Distribution Services” and “Union Pacific Carrier

Services” as Additional Insureds with Form CG 20 26 or 20 11. Such insurance shall include CG 24 17 'Contractual

Liability-Railroads'/Endorsed to cover incidents that occur within 50 feet of railroad property.

In the event Broker’s Carrier, in its performance of a Shipment is required to enter Mexico, Broker’s Carrier must provide Broker (and

Broker will provide a copy to UPDS) of a Certificate of Insurance evidencing that Broker’s Carrier has procured equivalent insurance

coverage as required from a licensed Mexican Insurance Company PRIOR to entering into Mexico.

B. Commercial Automobile/Trucks Liability Coverage Insurance. Commercial Auto/Trucker’s Liability Coverage with a combined

single limit of not less than $1,000,000 for each accident. Coverage must be written on ISO form CA 00 12 03 06 (or a substitute form

providing equivalent liability coverage). Coverage must include liability arising out of any auto (including owned, hired, and non-owned

autos). The policy must contain the following endorsements, which shall be stated on the certificate of insurance:

Motor Carrier Act Endorsement – Hazardous materials clean up (MCS-90) if required by law.

Intermodal Interchange (solely with respect to Broker’s Carrier) covering physical damage to non-owned trailers/containers with limits

of at least $25,000 per trailer/container.

Auto Liability Policy must be endorsed to include ‘Union Pacific Distribution Services’, 'Union Pacific Carrier Services' and “Union

Pacific Railroad Company” as Additional Insureds with CA 20 48. Auto Liability Policy must be endorsed with CA 20 70 10 01

'Coverage for Certain Operations in Connection with Railroads'.

In the event Broker’s Carrier, in its performance of the transportation required by UPDS under this Brokerage Agreement is required to

enter Mexico, Broker’s Carrier must provide Broker (and Broker will provide a copy to UPDS) that Broker’s Carrier has procured

equivalent insurance coverage to that specified in this section as required from a licensed Mexican Insurance Company PRIOR to entering

into Mexico.

C. Workers Compensation and Employers Liability Insurance. Coverage must include but not limited to:

BROKER’s Carrier’s statutory liability under the workers' compensation laws of the state(s) in which Broker’s Carrier operates;

Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit, $500,000 each employee.

Workers' Compensation Policy must include a Waiver of Subrogation.

Broker’s Carrier shall procure coverage required by Mexican Social Security Scheme from a licensed Mexican Insurance Company

PRIOR to entering into Mexico.

If Broker’s Carrier is self-insured, evidence of state approval must be provided along with evidence of excess workers compensation

coverage. Coverage shall include liability arising out of the U.S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer

Continental Shelf Land Act, if applicable.

D. Umbrella or Excess Insurance Policies. In the event Broker or Broker’s Carrier utilizes Umbrella or excess policies, these

policies shall “follow form” and afford no less coverage than the primary policy.

E. Motor Truck Cargo. Motor Truck Cargo Legal Liability coverage must be written on AAIS Form IM

7450 04 (or a substitute form providing equivalent liability coverage). Limits of insurance must be equal to the greater of the

replacement cost of the freight being transported or $250,000 for any one occurrence in addition to cargo insurance required by applicable

State or Federal laws. Certain high value accounts may require a higher level of insurance. To meet the added valuation of the cargo moved

in a specific Shipment, the amount of freight insurance required may be increased by written notification to Broker from UPDS for

communication to Broker’s Carrier. The absence of any such communication from UPDS to Broker shall not be construed as a

representation or warranty by UPDS to Broker and/or to Broker’s Carrier regarding the value of a particular load of cargo. Broker bears the

responsibility to ascertain the value of the cargo and notify Broker’s Carrier of the value of the cargo and to procure adequate cargo

insurance to cover the value of the load transported by Broker’s Carrier. Broker or Broker’s Carrier policy(ies) shall include coverage for

activities and/or loss or damage incidents, including losses due to theft, on all lots or terminals Broker or Broker’s Carrier will utilize in

performance of this Agreement, whether such lots or terminals are considered to be scheduled or unscheduled.

Cargo insurance shall be in the form required by 49 C.F.R. 1043.2(b), and shall have no exclusions or restrictions that would not be

accepted by the FMCSA for filing under statutory requirements.

Insurance coverage will be consistent with the governing laws of the country in which the Shipment is located. While traveling in the

United States, Shipments shall have the coverage outlined above; and when traveling in Mexico, insurance of cargo on Shipments shall be

subject to Mexican laws first with subsequent coverage as outlined above, if applicable.

In the event that Broker’s Carrier, in its performance of the transportation required by UPDS under this Brokerage Agreement is required to

enter Mexico, Broker’s Carrier must provide Broker (and Broker will provide a copy to UPDS) that Broker’s Carrier has procured

equivalent insurance coverage as required from a licensed Mexican Insurance Company PRIOR to entering into Mexico.

F. Pollution Liability Policy with an endorsement to include Union Pacific Distribution Services, Union Pacific Carrier Services, Union

Pacific Railroad Company and Union Pacific Corporation as additional Insureds.

Other Requirements:

G. Broker’s Commercial General Liability Insurance and Cargo Insurance "All policy(ies) required above (excluding worker's compensation and employers liability and commercial automobile coverage) must

include Union Pacific Distribution Services, Union Pacific Carrier Services, and Union Pacific Railroad Company as "Additional

Insureds" or "Loss Payees" (with respect to Motor Truck Cargo) under ISO Additional Insured Endorsements CG 20 26 and IM 7473 04 04

(or substitute forms providing equivalent coverage). The coverage provided to UPDS as Additional Insured shall not be limited by Broker's

or Broker's Carrier's liability under the indemnity provisions of this Agreement. BOTH BROKER, BROKER'S CARRIER AND UPDS

EXPECT THAT UPDS WILL BE PROVIDED WITH THE BROADEST POSSIBLE COVERAGE AVAILABLE BY OPERATION OF

LAW UNDER ISO ADDITIONAL INSURED FORM CG 20 26 AND IM 7473 04 04."

H. Punitive damage exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (1) insurance

coverage may not lawfully be obtained for any punitive damages that may arise, or (2) all punitive damages are prohibited by all states in

which this services hereunder shall be performed.

I. Broker and Broker’s Carrier waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against

Union Pacific Distribution Services, Union Pacific Carrier Services, Union Pacific Railroad Company and their agents, officers, directors

and employees for damages covered by the workers compensation and employers liability or commercial umbrella or excess liability

obtained by BROKER or Broker’s Carrier required by this Brokerage Agreement, where permitted by law. This waiver must be stated on

the certificate of insurance.

J. Prior to commencing the work, Broker shall furnish UPDS with certificate(s) of insurance, executed by a duly authorized

representative of each insurer, showing compliance with the insurance requirements in this Brokerage Agreement. Broker shall provide the

following information to UPDS with its certificate(s) of insurance:

Broker’s Email Address: Broker’s Agent’s Email Address:

Broker’s Telephone #: Broker’s Agent’s Telephone #:

Broker’s Fax #: Broker’s Agent’s Fax #:

Broker is required to have its Insurance Agent send a certificate of insurance by email or fax to EBIX; UPDS’s web based Insurance

Management Provider: UnionPacific@ebix.com, EBIX Fax number 770-325-3344.

K. All insurance policies must be written by a reputable insurance company acceptable to UPDS or with a current Best's Insurance Guide

Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the work is to be performed.

L. The fact that insurance is obtained by Broker or Broker’s Carrier, or UPDS on behalf of Broker or Broker’s Carrier will not be deemed

to release or diminish the liability of Broker or Broker’s Carrier, including, without limitation, liability under the indemnity provisions of

this Brokerage Agreement. Damages recoverable by UPDS from Broker or Broker’s Carrier or any third party will not be limited by the

amount of the required insurance coverage.

M. Broker and Broker’s Carrier warrants, for any Shipment that is transported into or out of Mexico or Canada, that each will be solely

responsible for maintaining insurance or financial responsibility to meet the laws or regulations of such respective country.

Revised September 2016

Name (as shown on your income tax return) Business Name, if different from above (DBA) Remittance Address Remittance E-mail Address City, State and ZIP code Phone Number ( ) Check appropriate box for federal tax classification (required): Individual/Sole Proprietor C Corporation S Corporation Partnership Trust/Estate

Limited Liability Company. Enter the classification (C=C corporation, S=S corporation, P=Partnership) ________________

Other

Are you currently subject to backup withholding? Exempt payee code (if any) _______________________ Yes No FATCA exemption code (if any) ____________________ Part 1 Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). The TIN provided must match the name as shown on your income tax return.

*** Note: Payments will be held until a valid TIN is received *** Employer Identification Number (EIN) Social Security Number (SSN)

___ ___ -- ___ ___ ___ ___ ___ ___ ___ ___ ___ ___ -- ___ ___ -- ___ ___ ___ ___

Part 2 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS)

that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person, and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. Generally, for payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN.

Signature Telephone Number

Printed Name Date

Part 3 Bank Account Details (Required in order to receive payments via ACH) Bank Routing Number Bank Account Number ___ ___ ___ ___ ___ ___ ___ ___ ___

Second Contact (from within your organization) Telephone Number ( )

If a second contact cannot be provided, please fax a copy of a voided check with this form.

Part 4 Other Vendor Information Company is more than 50% owned, controlled, or actively managed by a:

If “Minority Owned” please check ONE of the following:

Woman Owned Veteran Owned Minority Owned Other ______________ None of the above

African American Asian Indian American Hispanic American Asian Pacific American Native American Asian American Other _____________

Certification Agency ____________ Certification Number________ Expiration Date ____/____/____ *Certification agencies act on behalf of the government to ensure that a business is actually owned/managed by a minority.

Union Pacific Railroad Substitute W-9 / New Vendor Request Form

** NOTE: Payments will be held until a valid TIN is received **

VENDORINFORMATION

Pleaserefertothe“Definitions”pageprovidedtocompleteSectionsA,B,andCofthisForm.

Completethisformonlyifyouare: AnentitythatisnotaUnitedStatesresident;and/or Anon‐UnitedStatesresidententitywithaUnitedStatestradeorbusinessthatis:

o ReceivingpaymentsfromUnionPacificthatarenotconnectedwithyourUnitedStatestradeorbusiness;or

o Claiming a reduced withholding rate under a treaty between your home country and theUnitedStates.

*IfyouhaveaUnitedStatestradeorbusinessandbelievethatpaymentsyoureceivefromUnionPacificarereceivedinconnectionwiththatUnitedStatestradeorbusiness,DONOTcompletethisform. Instead,pleasecontacttheUnionPacifictaxdepartmentat402‐544‐6256.

WhatisthelegalbusinessnameoftheentityUnionPacificismakingpaymentsto?__________________________________________________________________________________________________________________

Ifyouareanentitythatisdisregardedfortaxpurposes,whatisthenameoftheentityreportingpaymentsreceivedbyyouonitstaxreturn?__________________________________________________________________________________________________________________

WhatisyourBusinessAddress?__________________________________________________________________________________________________________________

IfyourmailingaddressisdifferentfromyourBusinessAddress,pleaseprovideithere:__________________________________________________________________________________________________________________

Whatisthebeste‐mailaddressforustoreachyouregardingAccountsPayableissues?__________________________________________________________________________________________________________________

Whatisyourhomecountrytaxpayeridentificationnumber?__________________________________________________________________________________________________________________

DoyouhaveaU.S.taxpayeridentificationnumber?Ifso,pleaseprovideithere:__________________________________________________________________________________________________________________

WhyisUnionPacificmakingpaymentstoyou?(Forexample,transportationofgoodsbytruck,paymentsforUnionPacific’suseofrailcarsintheUnitedStates,paymentsforgoods,etc.)____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

SSEECCTTIIOONN AA

Substitute W-8BEN-E

(Rev. 11‐2016) 

WhereareyouperformingtheactivitiesforwhichUnionPacificismakingpaymentstoyou?(Forexample,performingservicesinacountryotherthantheUnitedStates,orintheUnitedStates,orsomeportioninboth;sellinggoodsfromMexico;etc.)__________________________________________________________________________________________________________________

Whatisyourtelephonenumber? ‐ ‐

Whattypeoflegalentityareyou?Note:Checkoneboxonly.ResidentsofMexico,completeSectionB1andB3,allotherscompleteSectionB2andB3.

B1.SociedadAnonimadeCapitalVariable SociedadAnonimaBursatildeCapitalSociedaddeResponsibilidadLimitada VariableSociedadenComanditaporAcciones SociedadenNombreColectivoSociedadenComanditaSimple

B2. Corporation Tax‐exemptorganization DisregardedEntity Privatefoundation Partnership Government

B3.Doyouwanttoclaimbenefitsunderataxtreaty?

Icertifythat(checkallthatapply):

Thebeneficial owner is a resident of _________________________________within themeaning of the income taxtreatybetweentheUnitedStatesandthatcountry.

Thebeneficialownerderivestheitem(oritems)ofincomeforwhichthetreatybenefitsareclaimed,and,ifapplicable,meetstherequirementsofthetreatyprovisiondealingwithlimitationonbenefits.

Government CompanythatmeetstheownershipandbaseerosiontestTaxexemptorganization CompanythatmeetsthederivativebenefitstestPubliclytradedcorporation CompanythatmeetsactivetradeorbusinesstestSubsidiaryofapubliclytradedcorporation Other(specifyArticle/Paragraph):__________________________

Whattypeofincomeareyouclaimingtreatybenefitsfor?___________________________________________________

WhatArticleandParagraphoftheTreatyapplies?___________________________________________________________

Whatpercentage(%)withholdingratedoesthetreatyprovide?__________________________________________

Arethereanyadditionaltreatyconditionsyoumeettobeeligibleforthewithholdingrate?

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

SSEECCTTIIOONN BB

(Rev. 11‐2016) 

Whichofthefollowingdescribesyou?Note: Ifyoudonotmeetthedefinitionofanyofthefollowing,pleasecontacttheUnionPacificRailroadTaxDepartmentat1‐402‐544‐2076.

ActiveNFFE(CompleteC1) PubliclytradedNFFEorNFFEForeigngovernment,government orNFFEaffiliateofapubliclyofaU.S.possession,orforeigncentral tradedcorporation(CompleteC3)bankofissue(CompleteC2) PassiveNFFE(CompleteC4)

C1(ActiveNFFE): Icertifythatallofthefollowingstatementsaretrue:

TheentityidentifiedinSectionAisaforeignentitythatisnotafinancialinstitution; Lessthan50%ofsuchentity’sgrossincomefortheprecedingcalendaryearispassiveincome;and Lessthan50%oftheassetsheldbysuchentityareassetsthatproduceorareheldfortheproductionof

passive income (calculated as a weighted average of the percentage of passive assets measuredquarterly).SeeInstructionsfordefinitionofPassiveIncome.

C2(Foreigngovernment,governmentofaU.S.possession,orforeigncentralbankofissue): IcertifythattheentityidentifiedinSectionAisthebeneficialownerofthepaymentandisnotengagedincommercial financial activities of a type engaged in by an insurance company, custodial institution, ordepository institution with respect to the payments, accounts, or obligations for which this form issubmitted(exceptaspermittedin§1.1471‐6(h)(2).

C3(PubliclytradedNFFEorNFFEaffiliateofapubliclytradedcorporation):Pleasecheckapplicablebox:

Icertifythatallofthefollowingstatementsaretrue: TheentityidentifiedinSectionAisaforeigncorporationthatisnotafinancialinstitution;and The stock of such corporation is regularly traded on one or more established securities markets,

including:______________________________________________________________________________________________________________

(nameofonesecuritiesexchangeuponwhichthestockisregularlytraded)

Icertifythatallofthefollowingstatementsaretrue: TheentityidentifiedinSectionAisaforeigncorporationthatisnotafinancialinstitution; TheentityidentifiedinSectionAisamemberofthesameexpandedaffiliatedgroupasanentitythestock

ofwhichisregularlytradedonanestablishedsecuritiesmarket); The name of the entity, the stock of which is traded on an established securities market is

___________________________________________________________________________________;and The name of the securities market on which the stock is regularly traded is:

______________________________________________________________________________________________________________

C4(PassiveNFFE): IcertifythattheentityidentifiedinSectionAisaforeignentitythatisnotafinancialinstitution(otherthananinvestmententityorganizedinapossessionoftheUnitedStates)andisnotcertifyingitsstatusasa publicly traded NFFE (or affiliate), excepted territory NFFE, active NFFE, direct reporting NFFE, orsponsoreddirectreportingNFFE.

Checkwhicheverofthefollowingboxesapplies: IcertifythattheentityidentifiedinPart1hasnosubstantialU.S.owners;or IcertifythattheentityidentifiedinPart1hasprovidedthename,address,andTINofeachsubstantialU.S.owneroftheNFFEinSectionD,below.

SSEECCTTIIOONNCC

(Rev. 11‐2016) 

Pleaseprovidethename,address,andTINofeachsubstantialUSowneroftheNFFE:

Name Address TIN

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Underpenaltiesofperjury,IdeclarethatIhaveexaminedtheinformationonthisformandtothebestofmyknowledgeandbeliefitistrue,correct,andcomplete.Ifurthercertifyunderpenaltiesofperjurythat:

TheentityidentifiedinSectionAofthisformisthebeneficialownerofalltheincometowhichthisform relates, is using this form to certify its status for chapter 4 purposes, or is a merchantsubmittingthisformforpurposesofsection6050W,

TheentityidentifiedinSectionAofthisformisnotaU.S.person; Theincometowhichthisformrelatesis:(a)noteffectivelyconnectedwiththeconductofatradeor

businessintheUnitedStates,(b)effectivelyconnectedbutisnotsubjecttotaxunderanincometaxtreaty,or(c)thepartner’sshareofapartnership’seffectivelyconnectedincome;and

For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person asdefinedintheIRSinstructionstoFormW‐8BEN‐E.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, orcustodyoftheincomeofwhichtheentityidentifiedinSectionAisthebeneficialowneroranywithholdingagent that candisburseormakepaymentsof the incomeofwhich the entity inSectionA is thebeneficialowner.

I agree that I will submit a new form within 30 days if any certification on this form becomesincorrect.

SignHere______________________________________________________________________________________ __________________Signatureofindividualauthorized PrintName Date(MM/DD/YYY)tosignforbeneficialowner

IcertifythatIhavethecapacitytosignfortheentityidentifiedinSectionAofthisform.

CCEERRTTIIFFIICCAATTIIOONN 

SSEECCTTIIOONN  DD 

(Rev. 11‐2016) 

Definitions:

BusinessAddress: This is your Permanent Resident Address, defined as the address in the countrywhere you claim to be a resident for purposes of that country’s income tax. If you believe that a treatybetweenyourhomecountryandtheUnitedStatesappliesandprovidesforareducedrateofwithholdingonpaymentsUnionPacificmakes to you, youmust determine your residency in themanner required by thetreaty. This address cannotbe the addressof a financial institution, apostofficebox, or anaddressusedsolely for mailing purposes. If you do not have tax residence in any country, your BusinessAddress/Permanent Residence Address iswhere youmaintain your principal office; this cannot include apostofficebox,aCareOf(c/o)address,oranyothermailingtypeaddress.

NFFE:AnyentitythatisnotaUnitedStatesresidentandwhichdoesNOT(a)acceptdepositsintheordinarycourseofbusinessofabankingorsimilarinstitution,(b)holdfinancialassetsfortheaccountofothersasasubstantialportionofitsbusiness,or(c)engageprimarilyinthebusinessofinvesting,reinvesting,ortradinginsecuritiesorotherfinancialassets.

ActiveNFFE: ANFFEthatderivedLESSTHAN50%of itsgross incomefortheprecedingcalendaryearfrom“passiveincome”(suchasdividends,interest,rents,androyalties)andwhohasLESSTHAN50%ofitsassetsheldfortheproductionofpassiveincome.

Publicly Traded NFFE: A NFFE whose stock is Regularly Traded (see definition below) on anEstablishedSecuritiesMarket(seedefinitionbelow).

EstablishedSecuritiesMarket:aforeignsecuritiesexchangethatisofficiallyrecognized,sanctioned,orsupervisedbyagovernmentalauthorityoftheforeigncountryinwhichthemarketislocated,andhasanannualvalueofsharestradedontheexchange(orapredecessorexchange)exceeding$1billionduringeachof the three calendar years immediately preceding the calendar year inwhich the determination is beingmade.

RegularlyTraded:Stockofacorporationisregularlytradedif: oneormoreclassesofthestockofthecorporationthat,intheaggregate,representmorethan50%ofthetotalcombinedvotingpowerofallclassesofstockofsuchcorporationentitledtovoteandofthetotalvalueofthestockofsuchcorporationarelistedonsuchmarketormarketsduringthepriorcalendaryear,and withrespecttoeachclassreliedontomeetthemore‐than‐50%listingrequirementabove,tradesineachclass are effected (inmore than deminimumquantities) on suchmarkets ormarkets on at least 60 daysduring the prior calendar year AND the aggregate number of shares in each class that are traded on themarketormarketsduringtheprioryearareatleast10%oftheaveragenumberofsharesoutstandinginthatclassduringthepriorcalendaryear.

PassiveNFFE:ANFFEthatdoesnotmeetthedefinitionofanActiveNFFEorPubliclyTradedNFFE.

Substantial U.S. Owner:  A U.S citizen or resident, U.S. partnership, U.S. corporation or U.S. trust that: 

Owns, directly or indirectly, more than 10% of the stock (by vote or value) of a foreign corporation; or

Owns, directly or indirectly, more than 10% of the profits or capital interests in a foreign partnership;

(Rev. 11‐2016) 

Account Information  

Wire Information (Required if bank is NOT located in US) 

Name on Account

SWIFT CODE  IBAN # 

Bank or Institution Name   Bank address 

Second Contact (from within your organization) 

Telephone Number 

(         )

OR 

ACH Information (Required if bank is located in U.S.) 

Bank Routing Number  Bank Account Number 

___ ___ ___ ___ ___ ___ ___ ___ ___ 

Second Contact (from within your organization) 

Telephone Number 

(         ) 

If a second contact cannot be provided, please fax a copy of a voided check with this form. 

Obtaining a Union Pacific Railroad User ID and Password UPDS Suppliers must have a valid Union Pacific user ID and password to create and/or edit a company profile. To obtain yours, follow the directions below. NOTE: If no changes are made within eighteen (18) months, your profile will be deactivated and you will need to re-register for a Union Pacific user ID to regain access. For this reason, we encourage you to update your information on a regular basis. 1. To register, visit the Union Pacific website and complete the form: https://c02.my.uprr.com/crr/jas/index.jasU

TIP: To find a commodity code, visit: https://www.steelroads.com/servlet/GenericServlet?CONTROLLER=IrfMenuController&ACTION=STCC_INITIALIZE&LANGUAGE=en

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2. Once you (and others from your company, if applicable) have a valid Union Pacific user ID and password, please email each person’s name and user ID to csnewvendor@up.com. Once your profile is approved, your user ID and password can be used login at UPDS.com and view your MyUPDS dashboard. To do so, visit UPDS.com and click “login” in the upper right-hand corner:

3. Once you’ve logged in, click “Maintain Company Profile” to register and complete your company profile or “Submit Invoice” to submit an invoice.

MOTOR CARRIER QUICK REFERENCE GUIDE FOR COMPLETING REQUIRED PAPERWORK

FOR UIIA AGREEMENT The following is a summary of the paperwork that must be filed with the UIIA in order to participate in the Uniform Intermodal Interchange and Facilities Access Agreement.

Form 2 – The Participating Party Agreement signature page must be completed. It must include your company name, authorized representative’s signature and printed name, address, phone and fax number, e-mail address, and your SCAC Code. All Motor Carriers must also provide their US DOT Number and Federal Tax ID Number on Form 2. In addition, a Motor Carrier Operating Authority Number (MC Number) will be required if applicable to your company’s business operations.

Form 3-A – If you are paying your Annual Administrative Service Fee by VISA, MasterCard, or American Express, you will need to complete the payment information portion of the Annual Fee Schedule. If you are paying your Annual Administrative Service Fee by check, simply fax a copy of the check to our office along with your paperwork. (We must receive the original check within 7 to 10 days)

Form 4 – If your company does not have a Standard Carrier Alpha Code (SCAC Code), you will need to complete the Standard Carrier Alpha Code Application. The National Motor Freight Traffic Association (NMFTA) assigns this code. You will need to either mail the application with a check for $83.00 ($91.00 US FUNDS if the check is payable through a Canadian Bank) to National Motor Freight Traffic Association at the address shown on the application or if paying for SCAC Code by credit card, you can fax it to NMFTA at 703-683-6296 or 703-683-6046. You may also apply online for your SCAC Code at https://secure.nmfta.org for a reduced fee of $72.00. YOUR UIIA APPLICATION WILL NOT BE COMPLETE UNTIL THIS CODE IS ASSIGNED BY NMFTA.

Form 5 – Instructions to your insurance agent – You will need to complete Form 5c (Equipment Provider Checklist) of the insurance instructions by checking off the Equipment Providers that your company does business with. After completing Form 5c, please forward the entire insurance instruction packet to your insurance agent for completion. Note: 1) All limits for Equipment Providers outlined in the insurance instructions are shown in US Funds. If your insurance agent will be providing limits in Canadian Funds, they should be equivalent to the limits shown in US Funds. 2) In addition, as a signatory to the UIIA your company is contractually obligated to ensure that the insurance policies provided on behalf of your company for purposes of the your participation is the UIIA are endorsed to provide 30 days advance notice of cancellation unless cancellation is a result of non-payment, in which 10 days notice is required. Please make sure your insurance agent is aware of this fact when binding coverage for your company.

US DOT Number/MC Number – All Motor Carriers must maintain an active US DOT Number and, if applicable, an active Motor Carrier operating authority number (MC Number). This information will be checked by the UIIA through the FMCSA/Safer System.

Once you have completed all the required paperwork, fax this information to our office at (301)982-3414 or (301)982-5478. Failure to provide complete information will delay the processing of your paperwork. Questions? Call toll-free 1-877-438-8442.

Developed By: Effective: February 8, 2016 The Intermodal Interchange Executive Committee

UNIFORM

INTERMODAL INTERCHANGE

AND FACILITIES ACCESS

AGREEMENT (U I I A)

Administered By: The Intermodal Association of North America 11785 Beltsville Drive, Suite 1100 Calverton, Maryland 20705-4048 Phone: Toll-Free (877)438-UIIA (438-8442) or (301)474-8700 Fax:(301)982-3414 or (301)982-5478 Website: www.uiia.org

FORM 2 UNIFORM INTERMODAL INTERCHANGE

AND FACILITIES ACCESS AGREEMENT

(A Program of the Intermodal Association of North America)

Participating Party Agreement

The Party named below agrees that by executing the Uniform Intermodal Interchange and Facilities Access Agreement (UIIA) it will be bound by the provisions of the UIIA, and subsequent amendments and/or revisions of that Agreement, and any addendum thereto, that does not conflict with the terms of this Agreement, which govern the interchange and use of Equipment in intermodal interchange service. The Provider named below agrees that in its interchange activities with Motor Carrier participants who are signatories to the Agreement, this Agreement will be the only Agreement it will use, unless superseded in whole by a separate bilateral written equipment interchange agreement. This Agreement shall be effective unless cancelled in writing, by mutual consent of the Parties, or by any Party upon thirty (30) days prior Notice to the other Party. A copy of the required written Notice must be provided to the President of IANA at the time it is issued. [Revised 08/01/14] COMPANY NAME:_______________________________________________________________________ AUTHORIZED BY: (Print or Type)__________________________________________________________ SIGNATURE:_____________________________ TITLE:______________________________________ BUSINESS ADDRESS:___________________________________________________________________ (Mailing Address) No. Street City _______________________________________________________________________________________ State/Province Zip/Postal Code Phone No. Fax E-Mail Indicate Nature of Business: ______ Motor Carrier ______ Provider If Motor Carrier, please check all that apply to your business operations:

Standard Carrier Alpha Code (SCAC):_________ MC Number: _______________ DOT Number: ________________ Tax Identification No. or Canadian Business Number: ______________________________ The provisions of this agreement shall become effective on the date accepted by the Association of the above named carrier and published in the list of subscribers or supplements thereto.

Acceptance Date:_________________ By: __________________________________________ Assistant Vice President Intermodal Information Services *NOTE: THE PARTICIPATING SIGNATURE PAGE (FORM 2) SHOULD BE SENT VIA E-MAIL TO UIIA@INTERMODAL.ORG OR BY FAX TO (301)982-

3414. THE ORIGINAL PARTICIPATING PARTY SIGNATURE PAGE MUST BE RETURNED TO THE UIIA OFFICE WITHIN 30 DAYS AT THE FOLLOWING ADDRESS: INTERMODAL ASSOC. OF NORTH AMERICA, C/O UIIA, 11785 BELTSVILLE DRIVE, SUITE 1100, CALVERTON, MD 20705

FORM 2 UNIFORM INTERMODAL INTERCHANGE

AND FACILITIES ACCESS AGREEMENT

(A Program of the Intermodal Association of North America)

Participating Party Agreement

The Party named below agrees that by executing the Uniform Intermodal Interchange and Facilities Access Agreement (UIIA) it will be bound by the provisions of the UIIA, and subsequent amendments and/or revisions of that Agreement, and any addendum thereto, that does not conflict with the terms of this Agreement, which govern the interchange and use of Equipment in intermodal interchange service. The Provider named below agrees that in its interchange activities with Motor Carrier participants who are signatories to the Agreement, this Agreement will be the only Agreement it will use, unless superseded in whole by a separate bilateral written equipment interchange agreement. This Agreement shall be effective unless cancelled in writing, by mutual consent of the Parties, or by any Party upon thirty (30) days prior Notice to the other Party. A copy of the required Notice must be provided to the President of IANA at the time it is issued. [Revised 08/01/14] COMPANY NAME:_______________________________________________________________________ AUTHORIZED BY: (Print or Type)__________________________________________________________ SIGNATURE:_____________________________ TITLE:______________________________________ BUSINESS ADDRESS:___________________________________________________________________ (Mailing Address) No. Street City _______________________________________________________________________________________ State/Province Zip/Postal Code Phone No. Fax E-Mail Indicate Nature of Business: ______ Motor Carrier ______ Provider If Motor Carrier, please check all that apply to your business operations:

Standard Carrier Alpha Code (SCAC):_________ MC Number: _______________ DOT Number: ________________ Tax Identification Number or Canadian Business Number: _________________________ The provisions of this agreement shall become effective on the date accepted by the Association of the above named carrier and published in the list of subscribers or supplements thereto.

Acceptance Date: ______________ By: Assistant Vice President

Intermodal Information Services

*NOTE: THIS COPY OF THE PARTICIPATING PARTY SIGNATURE PAGE SHOULD BE MAINTAINED BY YOUR COMPANY.

Table of Contents

Page Number Participating Party Signature Page Section A. Purpose 1 Section B. Definitions of Terms 1-2 Section C Premise Access 2 Section D Equipment Interchange 3-4

D.1. - Notification of Equipment Availability 3 D.2. - Equipment Interchange Receipts 3 D.3. - Equipment Condition 3-4

Section E Equipment Use 4-6

E.1 – Equipment Return 4 E.2 - Lost, Stolen or Destroyed Equipment 4-5 E.3 – Damage to Equipment 5-6 E.4 – Tires 6 E.5 – Disposal of Dunnage 6 E.6 – Free Days, Per Diem, Container Use, Chassis Use/Rental and/or

Storage/Ocean Demurrage Charges 6-7 Section F Liability, Indemnity and Insurance 7-8

F.1 - Fines and Citations 7 F.2 - Independent Contractors Status 7 F.3 - Interchange of Equipment by Motor Carrier to Another Party 7 F.4 - Indemnity 7 F.5 - Notice of Filed Claims 7-8 F.6 - Insurance 8 F.7 - Provider – Obtaining Evidence of Insurance 8

Section G General Terms 8-11

G.1 – Entire Agreement 8 G.2 - Headings 8-9 G.3 – Waiver 9 G.4 - Material Breach 9 G.5 - Assignment 9 G.6 – No Third Party Beneficiaries 9 G.7 – Governing Law 9 G.8 – Venue 9 G.9 – Severability 9 G.10 – Survival 10 G.11 – Compliance With the Law 10 G.12 – Force Majeure 10 G.13 – Attorney’s Fees 10 G.14 – Notices 10 G.15 – Multiple Counterparts 10 G.16 – Term 10-11

Table of Contents (continued)

Page Number Section H - Default Dispute Resolution & Binding Arbitration Processes 11-12 Section I - Execution Clause 12 Section J - Agreement Effective Date 12 Appendix I Administrative Procedures 13-17

Section I - Administration and Implementation 13-14 Section II - Review Procedures for New or Revised Providers Addenda 14-15 Section III - Requests for Interpretation of Agreement Provisions 15-16 Section IV - Requests for Modifications to the Agreement 16 Section V - Notice of Proposed Modifications to the Agreement

and Comment Process 16 Section VI - Prerequisites for Participation 16-17 Section VII - Party’s Right to Terminate Participation 17 Section VIII – Compliance with the Agreement 17

Exhibits to the UIIA

Exhibit A – Motor Carrier Pre-trip inspection 18 Exhibit B - Equipment Owner Responsibility Items Relating to Repairs

Resulting from Normal Wear and Tear 19 Exhibit C - Motor Carrier Responsibility Items Relating to Repairs

During Interchange Period 20 Exhibit D – Binding Arbitration Process Guidelines 21-22

Provider Addendum Template 23

1

UNIFORM INTERMODAL INTERCHANGE AND FACILITIES ACCESS AGREEMENT

A. Purpose

The Parties to this Agreement hereby acknowledge their respective responsibilities in one Party’s access to the Premises of the other for the purpose of interchanging intermodal transportation Equipment and further establish the terms and conditions under which such intermodal Equipment will be used.

B. Definition of Terms

1. Actual Cash Value: Replacement cost less depreciation as referred to on Equipment Owners’ or Providers’ Books.

2. Addendum/Addenda: Providers’ schedule of economic and commercial terms not appropriate for inclusion in the uniform Agreement and other terms and conditions of Equipment use. [Revised 04/11/07]

3. Agreement: This Agreement or amendments thereto and Addendum/Addenda.

4. Chassis: A steel frame equipped with wheels, landing gear, and kingpin assembly with locking devices for securing and transporting a container as a wheeled vehicle. [Revised: 06/08/15]

5. Chassis Use/Rental Charge: Daily charge to be paid for use of chassis, as agreed to by the Parties. [Revised 01/17/12]

6. Container: An intermodal cargo carrying device capable of road transport when mounted on a chassis or other suitable device. [Revised 11/18/09]

7. Container Use Charge: Daily charge to be paid for use of Containers, as agreed to by the Parties. [Revised 06/10/12]

8. Contamination: Damage resulting from release of a hazardous material or other substance in Equipment which prevents subsequent use of the Equipment without removal of the material or substance. [Revised 10/22/04]

9. Damage: Any condition that prevents the intended use of the Equipment including those conditions described in Exhibit C; and Exhibit B that are not a result of normal Wear & Tear. [Revised 02/10/14]

10. Defect: Any condition (including dents, scrapes, cuts or missing items) that may, or may not, require the repair, replacement or renewal of items, but does not prevent the intended use of the Equipment. [Revised 09/01/09]

11. Destroyed: Where the reasonable and customary cost to repair Equipment exceeds its Actual Cash Value or depreciated replacement value. [Revised 07/25/07]

12. Equipment: Equipment commonly used in the road transport of intermodal freight including, trailers, chassis, containers and associated devices, but excluding tractors. [Revised 11/18/09]

13. Equipment Owner: The holder of actual or beneficial title to the Equipment, regardless of the form of the title. [Revised 04/11/07]

14. Equipment Interchange Receipt (EIR): A document confirming the interchange of Equipment between Parties to this Agreement, or their agents. The physical condition of the Equipment may be described by either Party within the EIR or via Recorded Images taken at the time of Interchange. [Revised 04/11/07]

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15. Facility Operator: Party whose Premises are accessed for the purpose of effecting an interchange between signatories to this Agreement. [Revised 02/24/06]

16. Indemnitees: Provider, Equipment Owner and/or Facility Operator, as their interest may appear.

17. Interchange: The transfer of physical possession of Equipment under the Agreement.

18. Interchange Period: The period, commencing upon Interchange to Motor Carrier and concluding upon Interchange to Provider.

19. Motor Carrier: The Party being granted access to the Provider’s facilities and/or having physical possession of the Equipment for the purpose of road transport or its designated agent or contractor.

20. Notice: A communication between Parties of this Agreement required by the terms of the Agreement.

21. Parties: The Provider, Motor Carrier and/or Facility Operator who are signatories to this Agreement. [Revised 02/24/06]

22. Per Diem: Charge to be paid when intermodal Equipment is not returned by the end of

the allowable free time to its origin or to another location, as previously agreed to by the Parties. [Revised 07/25/07]

23. Premises: The property operated by Provider or Facility Operator for the purpose of Interchange. [Revised 09/01/09]

24. Provider: The Party or Parties authorizing delivery and/or receipt of physical possession of Equipment with a Motor Carrier. The Provider of the Chassis and Container may not necessarily be the same Party. [Revised 06/08/15]

25. Recorded Image: A date and time stamped electronic image, which depicts the physical condition of the Equipment. [Revised 04/11/07]

26. Storage/Ocean Demurrage: Charge to be paid when intermodal Equipment is stored on property. [Revised 07/25/07]

27. Wear and Tear: A loss or condition resulting from reasonable and normally anticipated use of Equipment that includes deterioration. Deterioration is defined as a loss or condition resulting from the passage of time, exposure to elements and the repetitive normal and customary use of Equipment. [Revised 11/18/09].

C. Premises Access

1. Provider and/or Facility Operator grants to Motor Carrier the right to enter upon its terminal facility for the sole purpose of completing an Interchange of Equipment.

2. Nothing in this Agreement shall preclude Provider or Facility Operator from refusing

access to a Motor Carrier for good cause shown. Provider or Facility Operator shall exercise this right in good faith, providing to Motor Carrier a written statement of the reason for its action by registered mail, e-mail or confirmed facsimile no less than three (3) business days prior to the suspension. [Revised 11/08/10]

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D. Equipment Interchange

1. Notification of Equipment Availability a. If Provider and/or Facility Operator undertakes to notify Motor Carrier of Equipment

availability, it represents that the Equipment will be available for Interchange when the Motor Carrier arrives. [Revised 09/01/09]

b. Where it is notified, as provided herein, Motor Carrier must Interchange Equipment promptly upon notification. Motor Carrier will be responsible to Provider for the charges, as may be described in Provider’s Addendum hereto, in the event Motor Carrier fails to remove Equipment during the free time provided in the Addendum.

2. Equipment Interchange Receipts

a. At the time of Interchange, the Parties or their agents shall execute an Equipment

Interchange Receipt and/or exchange an electronic receipt equivalent, which shall describe the Equipment and any Damage observable thereon at the time of Interchange, reasonable Wear and Tear excepted. The physical condition of the Equipment may be described by either Party within the EIR or via Recorded Images taken at the time of Interchange. [Revised 05/12/10]

b. Each Party shall be entitled to receive a copy and/or an electronic receipt equivalent

of the Equipment Interchange Receipt as described in D.2.a above without charge. [Revised 11/12/12]

c. If Recorded Images are taken at the time of Interchange, Damage will not be

reported on ingate or outgate EIR. The words “Damage is captured on Recorded Images” will be printed on the Equipment Interchange Receipt. All such Recorded Images will be made available for each Party for a period of 1 year from Interchange without charge. [Revised 11/12/12]

3. Equipment Condition

a. Warranty: WHILE PARTIES MAKE NO EXPRESS OR IMPLIED WARRANTY AS TO THE FITNESS OF THE EQUIPMENT, THEY RECOGNIZE AND AFFIRM THEIR RESPONSIBILITIES UNDER THE FEDERAL MOTOR CARRIER SAFETY REGULATIONS.

1) Motor Carriers will conduct a pre-trip inspection prior to departing with

interchanged Equipment that will include those items set forth in Exhibit A to this Agreement. [Revised 01/17/05]

b. Equipment controlled by Provider shall have a valid FMCSA inspection sticker.

Provider will reinspect and recertify the Equipment, at Motor Carrier’s request, if the existing inspection will expire during the Addendum free time period of the Motor Carrier’s use. This provision is only applicable to the Provider of the Chassis. [Revised 06/08/15]

c. Motor Carrier will reinspect and recertify the Equipment if the existing inspection will

expire prior to the Motor Carrier’s return of the Equipment to the Provider. This provision is only applicable to the Provider of the Chassis. [Revised 06/08/15]

d. Motor Carrier will return the Equipment to the Provider in the same condition,

reasonable Wear and Tear excepted.

4

1) The responsibility for the repair and/or replacement of equipment items during the Interchange Period are listed in Exhibits B and C of this Agreement. [Revised 07/25/07]

2) Motor Carrier and Provider will not issue an invoice for repair items equal to or

less than $50 per unit per Interchange Period. Provider may, in its Addendum, adopt a different threshold amount as long as that amount is greater than $50 and applies to both Motor Carrier and Provider. [Revised 07/25/07]

E. Equipment Use

1. Equipment Return a. Absent a separate bilateral equipment interchange agreement in written or electronic form between the Parties, the Motor Carrier shall use the Equipment for only the purposes for which it was interchanged, not authorize use by others, and promptly return the Equipment after its interchange purpose is complete. An Addendum to this Agreement does not constitute a separate bilateral equipment interchange agreement. [Revised 02/08/16] b. Motor Carrier shall return the Equipment to the physical location at which the Equipment was received unless the Provider directs the Equipment to be returned to a satellite location(s): 1) as governed by a written bilateral equipment interchange agreement between the Parties or 2) as specified in a notification from the Provider to Motor Carrier via internet posting or e-mail to return the Equipment to a Provider-designated satellite location, listed in IANA’s Equipment Return Location Directory (ERLD). Satellite location(s) are facilities which are within the same local commercial territory and support operations of the Provider for the location from which the Equipment was originally received. Whenever a return location is changed, Provider must notify the Motor Carrier by e-mail by 16:00 p.m. local time the business day prior to the change becoming effective. Motor Carrier must furnish the Provider with e-mail addresses to be used for Motor Carrier notification when return locations are changed. [Revised 02/08/16] c. Provider may add or delete satellite locations to its listing by giving fourteen (14) days written notice to IANA. [Added 02/08/16] d. Should the notification required under subsection 1.b. above not be made one (1) business day prior to the effective date of the change, and the late notification delayed the Interchange of Equipment, then the Motor Carrier would be entitled to one (1) additional business day to return the Equipment. [Added 02/08/16] e. Nothing in Section E. shall be interpreted to preclude Motor Carrier from receiving compensation when Provider directs Equipment to be returned to a satellite location. Compensation for services rendered in these circumstances is outside the scope of this Agreement. [Added 02/08/16]

2. Lost, Stolen, or Destroyed Equipment

a. In the event the Equipment is lost, stolen from, or Destroyed by Motor Carrier, the method of settlement shall be the Actual Cash Value or the depreciated replacement value, as agreed between the Parties. [Revised 09/01/09]

5

b. In the event Motor Carrier is compelled to compensate Provider for loss or damage to Equipment due to the acts of third parties, Provider will assign to Motor Carrier its rights against such third party upon receiving payment in full from Motor Carrier.

c. When Equipment is lost, stolen or Destroyed, the Motor Carrier and Provider will

follow the notification and invoicing processes as set forth in the Provider’s Addendum. If the Provider’s Addendum does not contain notification and/or invoicing processes for lost, stolen, or Destroyed Equipment, the following will apply:

Motor Carrier shall promptly notify Provider when Equipment is lost, stolen, or Destroyed. Provider shall within thirty (30) days after receipt of such notification, secure and furnish to the Motor Carrier a written statement of the depreciated replacement value or Actual Cash Value of the Equipment, as agreed between the parties [or as set forth in Provider’s Addendum]. Motor Carrier shall pay Provider the amount specified in the written statement within (30) days of the date of such written statement. [Revised 09/01/09]

d. Provider will notify Motor Carrier within 18 months from the date of Interchange if

Equipment is declared lost, stolen or Destroyed. If Provider does not so notify Motor Carrier, the right to recover any associated charges or Actual Cash Value will be lost. [Revised 09/01/09]

3. Damage to Equipment

a. Motor Carrier shall pay to Provider the reasonable and customary costs to repair

Damages done to Equipment during Motor Carrier’s possession. [Revised 09/01/09]

1) To be valid, invoices must detail the repairs done; include a copy of the actual repair bill upon which the invoice is based and include the factual documentation supporting the Provider’s determination that the Motor Carrier is responsible. In instances where a copy of the actual repair bill is not available to Provider, documentation containing the repair vendor’s name, repair date, location and a control number that ties the documentation to the invoice provided to the Motor Carrier is acceptable, in lieu of the actual repair bill. In the case of AGS gate transactions such documentation must include images depicting the condition of the Equipment at the time the Motor Carrier to be charged both accepted and returned the Equipment. [Revised 09/01/09]

b. Where the reasonable and customary cost to repair exceeds the casualty loss value as determined in Section E.2.a hereof, the Motor Carrier shall be obligated only for the lesser sum.

c. Parties shall invoice repair costs no later than the following timeframes: If Parties are not invoiced within the established timeframes, the right of the Invoicing Party to recover such charges will be lost: [Revised 01/26/15]

1) Standard Gate System (manned): Invoices for repair of Damages must be issued no later than 165 calendar days from the date of Interchange at the time the Damage was documented.

2) AGS Gate System (unmanned): Invoices for repair of Damages must be issued no later than 120 calendar days from the date of Interchange at the time the Damage was documented.

3) Invoices for repairs made during the Interchange Period must be issued no later than 90 calendar days from the date of the repair. Provider may, in its

6

Addendum, adopt a shorter billing timeframe, which is no less than 45 days, and applies to both the Motor Carrier and Provider. [Revised 01/26/15]

4) The above timeframes shall not apply with respect to any Equipment that has been placed on hold at the request of any of the Parties because the Equipment was involved in an incident that could give rise to a claim or litigation. The applicable timeframe shall begin to run from the date on which all Parties agree to release the Equipment for repair.

In the event that the circumstances referred to in this situation arise and a hold is placed by Provider, upon receiving notice of the damage, the Provider will give notice to the interchanging MC that such damages have occurred and that a hold has been placed on the repair. Failure to give such notice within 45 days of the Equipment being placed on hold will void the right of the Provider to invoice for such repairs. [Revised 08/26/13]

4. Tires

a. Repair of Damage to tires during Motor Carrier’s possession is the sole responsibility of Motor Carrier, based on prevailing reasonable and customary repair costs and equipment use. [Revised 09/01/09]

b. Repair of tires unrelated to Damage occurring during Motor Carrier’s possession is the sole responsibility of the Provider, based on prevailing reasonable and customary repair costs and equipment use. [Revised 09/01/09]

5. Disposal of Dunnage a. Motor Carrier shall return Equipment with all dunnage, bracing, contaminants and

debris removed and the floor swept. This provision is only applicable to the Provider of the Container. [Revised 06/08/15]

6. Free Days, Per Diem, Container Use, Chassis Use/Rental and/or Storage/Ocean Demurrage Charges

a. Interchange of Equipment is on a compensation basis. Provider may permit some period of uncompensated use and thereafter impose Per Diem, Container Use, Chassis Use/Rental and/or Storage/Ocean Demurrage charges, as set forth in its Addendum. [Revised 01/17/12]

b. Motor Carrier shall be responsible for Per Diem, Container Use, Chassis Use/Rental and/or Storage/Ocean Demurrage charges set forth in the Addenda. [Revised 01/17/12]

c. Provider shall invoice Motor Carrier for Per Diem, Container Use, Chassis

Use/Rental and/or Storage/Ocean Demurrage charges within sixty (60) days from the date on which Equipment was returned to Provider by Motor Carrier. If Motor Carrier is not invoiced within the established timeframe, the right of the Provider to recover such charges will be lost. [Revised 01/17/12]

d. Provider shall provide the Motor Carrier documentation as is reasonably necessary

to support its invoice.

e. Motor Carrier shall respond in writing to Provider’s invoices within thirty (30) days, documenting with appropriate evidence its disagreement with any of Provider’s invoices it believes to be incorrect.

7

f. Motor Carrier will participate in good faith in Provider’s established method of dispute resolution, as set forth in its Addendum.

F. Liability, Indemnity, and Insurance

1. Fines, citations: Motor Carrier shall pay all fines arising out of its acts or omissions in the operation of Equipment during the Interchange Period. a. Motor Carrier will provide a corrected copy of Equipment-related citations to Provider

upon completion of Interchange. 2. Independent contractor status: No Party or its agents is the employee or agent of any

other Party. 3. If the Equipment is interchanged by Motor Carrier or is otherwise authorized by Motor

Carrier to be in the possession of other parties, the Motor Carrier shall be responsible for the performance of all terms of this Agreement in the same manner as if the Equipment were in the possession of the Motor Carrier, unless the written consent of Provider has been obtained.

4. Indemnity:

a. Subject to the exceptions set forth in Subsection (b) below, Motor Carrier agrees to defend, hold harmless and fully indemnify the Indemnitees (without regard to whether the Indemnitees’ liability is vicarious, implied in law, or as a result of the fault or negligence of the Indemnitees), against any and all claims, suits, loss, damage or liability, for bodily injury, death and/or property damage, including reasonable attorney fees and costs incurred in the defense against a claim or suit, or incurred because of the wrongful failure to defend against a claim or suit, or in enforcing subsection F.4 (collectively, the “Damages”), caused by or resulting from the Motor Carrier’s: use or maintenance of the Equipment during an Interchange Period; and/or presence on the Facility Operator’s premises. [Revised 01/17/05]

b. Exceptions: The foregoing indemnity provision shall not apply to the extent

Damages: (i) occur during the presence of the Motor Carrier on the Facility Operator’s premises and are caused by or result from the negligent or intentional acts or omissions of the Indemnitees, their agents, employees, vendors or third party invitees (excluding Indemnitor); or (ii) are caused by or result from defects to the Equipment with respect to items other than those set forth in Exhibit A, unless such defects were caused by or resulted from the negligent or intentional acts or omissions of the Motor Carrier, its agents, employees, vendors, or subcontractors during the Interchange Period. [Revised 1/17/05]

5. Notice of Filed Claims:

a. Motor Carrier shall promptly notify Provider, Equipment Owner and/or Facility

Operator of any claim arising against Motor Carrier under Section F.4, and shall also advise Provider, Equipment Owner and/or Facility Operator at that time of the legal defense undertaken regarding that claim. Failure of the Motor Carrier to timely provide such legal defense, and the undertaking of that legal defense by Provider, Equipment Owner and/or Facility Operator to protect such Party’s respective interests, shall result in the Motor Carrier’s bearing such reasonable attorney fees and costs incurred by the Provider, Equipment Owner and/or Facility Operator in providing such legal defense.

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b. Provider, Equipment Owner and/or Facility Operator shall promptly notify Motor Carrier of any claim arising under Section F.4. which Provider, Equipment Owner and/or Facility Operator receives. Provider, Equipment Owner and/or Facility Operator shall not undertake any legal defense of or incur any legal expenses pertaining to the claim submitted to the Motor Carrier, unless Motor Carrier fails to timely do so as provided in Section 5.a.

6. Insurance: To the extent permitted by law, Motor Carrier shall provide the following

insurance coverages in fulfillment of its legal liability and obligations contained in this Agreement:

a. A commercial automobile insurance policy with a combined single limit of $1,000,000

or greater, insuring all Equipment involved in Interchange including vehicles of its agents or contractors; said insurance policy shall be primary to any and all other applicable insurance and shall name the Provider as additional insured. The extent of Providers’ additional insured status is limited to the provisions of Section F.4 hereof. [Revised 09/01/09]

b. A commercial general liability policy with a combined single limit of $1,000,000 per

occurrence or greater, of which no portion can be self-insured. [Revised 04/11/07] c. Motor Carrier shall have in effect, and attached to its commercial automobile liability

policy, a Truckers Uniform Intermodal Interchange Endorsement (UIIE-1), which includes the coverages specified in Section F.4. Motor Carrier shall use endorsement form UIIE-1 (or other corresponding forms which do not differ from UIIE-1) in the most current form available to the insurance carrier. Evidence of the endorsement of the policy and the coverage required by this provision shall be provided to IANA by the insurance company.

d. IANA shall receive a minimum of thirty (30) days advance Notice of cancellation of

any insurance coverage set forth in Section F.6. of the Agreement in addition to any insurance coverage required in the Provider’s Addendum, unless such cancellation is due to non-payment of premium in which case a minimum of ten (10) days advance Notice of cancellation is required. [Revised 01/17/12]

7. The Provider agrees that it will obtain all information concerning Motor Carrier

Certificates of Insurance from the Intermodal Association of North America, and that additional evidence of insurance will not be requested from Motor Carrier Participants.

G. General Terms

1. Entire Agreement: This Agreement, including its Addendum, but only to extent that its terms do not conflict with this Agreement, contain the entire Agreement between the Parties hereto. This Agreement supersedes all prior agreements and understandings, oral or written, if any, between the Parties except as contained herein. No modification or amendment of any of the terms, conditions or provisions herein may be made otherwise than by written Agreement signed by the Parties. This Agreement shall apply unless it is superseded in whole by a separate bilateral written equipment interchange agreement. [Revised 08/01/14]

2. Headings: The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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3. Waiver: The terms or conditions of this Agreement may be waived at any time by the Party entitled to the benefit thereof, but no such waiver shall be effective unless the same is in writing and no such waiver shall affect or impair the right of the waiving Party to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition hereof. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement by either Party.

4. Material Breach: If it is determined that, at the time of Interchange, the Motor Carrier was

not insured in accordance with Section F.6. of this Agreement, the Motor Carrier shall have been in material breach of this Agreement and the Agreement shall, subject to the survivability provisions hereof, terminate immediately pursuant to Section G.16.

With the exception of Section G.4., no breach of this Agreement, either by an individual Motor Carrier or by an individual Provider/Facility Operator, shall affect the rights and obligations of that Motor Carrier or Provider/Facility Operator with all other Parties hereto.

5. Assignment: No Party shall assign this Agreement or any part hereof without the written

consent of the other Parties provided that no such consent shall be required in the event of Provider’s assignment to a successor-in-interest as a result of a merger or sale of substantially all of Provider’s assets.

Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assign.

6. No Third Party Beneficiaries: Except as expressly provided herein, nothing in this Agreement shall entitle any person other than the Parties or their respective successors and mutually accepted assigns to any claim, cause of action, remedy or right of any kind. [Revised 04/11/07]

7. Governing Law: The laws of the state of Maryland, the location at the principal place of

business of the Intermodal Association of North America shall govern the validity, construction, enforcement and interpretation of this Agreement without regard to conflicts of law principles.

8. Venue: Any action which may be brought to enforce or interpret this Agreement shall be

brought in a trial court of competent jurisdiction as follows: a. As to questions of interpretation or enforcement of the Agreement, at the location of

the principal place of business of the Intermodal Association of North America; b. As to questions of indemnification under the Agreement at the situs of the transaction

giving rise to the requested indemnification; c. As to monetary obligations between the Parties by reason of Equipment usage

charges at the situs of the transaction giving rise to the requested damages; d. As to monetary damages between the Parties arising out of physical damage to or

loss of Equipment, at the situs at which the Equipment was last interchanged prior to such loss or damage.

9. Severability: If any one or more of the provisions contained in this Agreement shall for

any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not change or invalidate any other provisions hereof.

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10. Survival: Cancellation of this Agreement notwithstanding, Motor Carrier shall remain obligated to return Equipment provided hereunder and otherwise perform its obligations outstanding at the time of cancellation.

11. Compliance with the Law: The Parties shall obey all applicable federal, state and local

laws, rules and regulations including those pertaining to the transportation of hazardous material. [Revised 08/26/13]

12. Force Majeure: In the event the Motor Carrier is unable to Interchange Equipment to

Provider within the free time as specified in Provider’s Addendum, or Provider’s applicable Tariff, as a result of Acts of God, war, insurrections, strikes, fire, flood or any like causes beyond the Motor Carrier’s control, the Motor Carrier shall be exempted from the per diem charges to the extent of, and for the duration of, the condition that prevented the redelivery of the Equipment. [Revised 09/13/04]

13. Attorney’s Fees: Should any action be brought by either Party to enforce or for the

breach of any other terms, covenants or conditions of this Agreement, either Party shall be entitled, if it shall prevail, to recover reasonable attorneys’ fees together with the cost of the suit therein incurred.

14. Notices:

a. The Provider agrees to provide ten (10) days written Notice to the Motor Carrier of any changes to the terms or conditions of its Agreement Addendum. The effective date of any change shall be no less than thirty (30) days from the date of notification to Motor Carrier. [Revised 06/02/05]

b. Notices required under this Agreement from Motor Carrier to Provider, or from

Provider to Motor Carrier, shall be in writing and sent via e-mail, by confirmed facsimile or by first class mail, postage paid, and properly addressed to IANA. Alternatively, such written Notice can be personally served, sent by registered or certified mail, postage prepaid, or by a national overnight courier or delivery service, properly addressed to the individual shown in the UIIA subscriber record. Either Party, at any time, may change its address by written Notice to IANA via e-mail, fax or mail. The earlier of (1) the date of receipt or (2) three days after the date such written Notice is given in accordance with this Paragraph shall constitute the initial date of Notice in computing the elapsed time as specified in any Notice requirement in this Agreement. [Revised 05/12/10]

c. In the event it becomes necessary for the Provider to suspend a Motor Carrier's

interchange privileges for non-payment of outstanding invoices, Provider shall notify Motor Carrier, via confirmed facsimile, e-mail or letter, no less than 3 business days prior to suspension, that unless the outstanding issue is resolved, suspension of interchange privileges may occur. The final notification shall include contact information necessary for the Motor Carrier to resolve the outstanding issue. [Revised 04/26/05]

15. Multiple Counterparts: The Agreement may be executed in a number of identical

counterparts, each of which for all purposes is to be deemed an original, and all of which constitute, collectively, one Agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

16. Term: This Agreement shall be effective for a period of one year from its execution and

shall continue in effect thereafter for consecutive one year terms unless cancelled in

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writing, by consent of the Parties, or by any Party upon thirty (30) days prior Notice to the other Party or to the President of IANA. A Party whose participation in the Agreement has been cancelled for nonpayment of the IANA Administrative Service Fee may not assert any rights under this Agreement for any Interchange undertaken during the period of the cancellation. The absence of insurance as required in Section F.6. hereof shall effect immediate cancellation of the Motor Carrier’s rights under this Agreement until such time said requirements are again satisfied. Notwithstanding any other provisions of this Agreement, the obligations and rights of the Parties under Section F.1, 4, 5, and 6 shall survive any cancellation of this Agreement.

H. Default Dispute Resolution and Binding Arbitration Processes

1. In absence of a dispute resolution process contained in the Provider’s Addendum that establishes timeframes for signatories to the Agreement to dispute invoices and respond to the dispute with respect to Per Diem or maintenance and repair invoices, the following default dispute resolution process will apply:

Invoiced Party shall advise Invoicing Party in writing of any disputed items on invoices within 30 days of the receipt of such invoice(s). Invoicing Party will respond in writing to such disputed items within 30 days of receipt of Invoiced Party’s notice. The Invoiced Party will have 15 days from the date of the Invoicing Party’s response to either pay the claim(s) or seek arbitration. Such disputes do not constitute valid grounds for withholding or delaying payments of undisputed charges as required by the Terms of this Agreement. [Revised 04/14/11]

2. Should no resolution be reached between the Parties for charges disputed within the applicable dispute resolution process, then the Parties will have the ability to submit the disputed charges for binding arbitration in accordance with Exhibit D of the Agreement. The arbitration panel will determine the Party responsible for payment based on the terms and conditions of the Agreement and the Provider’s Addendum along with the supporting documentation presented by the involved Parties. If a Provider’s Addendum contains a dispute resolution process that does not include an arbitration provision, then the terms under Exhibit D to the UIIA will apply. [Revised 04/14/11]

3. Should Invoiced Party fail to dispute an invoice relating to Per Diem or maintenance and repair charges within 30 days after receipt of the invoice, the Invoiced Party will lose any further right to dispute the invoice under the Invoicing Party’s initial dispute process, or in absence of a dispute resolution process in the Provider’s Addendum, the default dispute resolution process in Section H.1. Further, the Invoiced Party, upon failing to dispute the invoice or seek arbitration within the prescribed timeframe, immediately will be responsible for payment thereof to the Invoicing Party and will lose its right to pursue binding arbitration under Exhibit D of the Agreement or assert any other defense against the invoice. [Revised 04/14/11]

4. Should the Invoicing Party fail to respond to the Invoiced Party’s dispute of an invoice

relating to Per Diem or maintenance and repair charges within the established timeframes in the Provider’s Addendum, or in absence of a dispute resolution process in the Provider’s Addendum, the default dispute resolution process in Section H.1., the

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Invoicing Party will lose its right to collect such charges and its ability to pursue binding arbitration under Exhibit D of the Agreement. [Revised [4/14/11]

5. If any dispute between Invoiced Party and Invoicing Party has not been submitted to binding arbitration as described in this section, and in the event that charges have been verified by Invoicing Party and are again rejected and disputed by Invoiced Party for whatever reasons, Invoicing Party and Invoiced Party reserve their rights and remedies under the law regarding the payment of such charges. Further, the Parties may pursue any rights and remedies they may have under the law to enforce an award of the arbitrators made under this Agreement and Exhibit D, or under the terms of the Provider’s Addendum. [Revised 04/14/11]

I. Execution Clause

This Agreement shall be binding upon all Parties, and of full force and effect, at the time of its signing by a duly authorized official of a Party and its acceptance by IANA. An authorized official’s signing constitutes the executing Party’s representation that the executor possesses such authorization.

J. Agreement Effective Date (added 01/17/12)

A Party’s signature on the Preamble or Participating Party signature page to the UIIA binds that Party to the terms and conditions of the Agreement and all Providers’ Addenda, and any subsequent amendments and/or revisions to the Agreement and any Providers’ Addenda. The effective date of participation in the Agreement, including any Providers’ Addenda, is the date of execution by the Party entered on the Preamble or Participating Party Agreement signature page and is contingent upon acceptance of this document by IANA.

This Agreement and all Providers’ Addenda shall be effective unless cancelled in writing, by mutual consent of the Parties, or by any Party upon thirty (30) days prior Notice to the other Party. A copy of the required written Notice must be provided to the President of IANA at the time it is issued.

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Appendix I

ADMINISTRATIVE PROCEDURES

I. Administration and Implementation A. The Intermodal Interchange Executive Committee (hereinafter called the “Committee”), a

Standing Committee of the Intermodal Association of North America, is responsible for the administration and interpretation of the Agreement, and for the processing of changes and/or modifications to the Agreement. [Revised 04/06/05]

B. All proceedings of the IIEC are considered privileged and confidential. This would

include but not be limited to: All documents and correspondence, written or electronic, relating to the administration of the Uniform Intermodal Interchange and Facilities Access Agreement (UIIA) and specific discussions of the Committee in the course of administering the UIIA. [Revised 08/26/13]

C. The Chairperson of the Committee shall be the President of the Intermodal Association of North America, who shall serve without voting privilege. The President is responsible for the Administration and Management of IANA and the Agreement, as provided in IANA’s bylaws.

1. IANA’s sole responsibility is to accurately report any information, as provided, that is

required for participation in this Agreement. [Revised 04/20/09]

D. The Committee shall consist of a minimum of two representatives from each mode representing Motor, Ocean and Rail Carriers participating in the Agreement, with an equal representation of each mode. Each representative shall name his or her alternate from their respective mode who shall participate in Committee meetings and serve as the voting member in the absence of the principal representative. Representatives and their alternates must be from companies that are current signatories to the Agreement. Attendance at meetings is limited to voting members and their alternates. If Committee members wish to have an industry representative invited to attend a meeting in an advisory capacity, the majority of the Committee must approve of this invitation prior to it being delivered. [Revised 04/11/07]

E. To conduct business under the IANA Agreement, a quorum shall consist of the

Chairperson and at least two Committee representatives from each involved industry mode or segment.

F. Items to be included on the Agenda for any regularly scheduled meeting of the

Committee must be provided, in writing, to the Chairperson, at least forty-five (45) days in advance of the meeting date. Agenda items received less than 45 days prior to a regularly scheduled Committee meeting, will be placed on the Agenda under Other Business, and will be discussed, time permitting. [Revised 04/06/05]

G. The duties of the Chairperson, shall consist of the following:

1. The Chairperson shall be responsible for the day-to-day management of the

Interchange program, including marketing and promoting the Agreement among the various segments of the industry; retaining the originals of the signed Uniform Intermodal Interchange and Facilities Access Agreements or amendments thereof; and exchanging information with Committee members concerning new signatories.

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2. The Chairperson shall maintain a current list of the Parties to the Agreement and shall periodically identify newly terminated participants.

3. The Chairperson shall disseminate pertinent information on participating Motor

Carriers to Providers in a method mutually agreed to by Providers and the IANA. Entry by new participants to the Agreement shall become effective on the date the Agreement is accepted by the Chairperson as being in compliance.

4. Committee members will be provided with the meeting Agenda and appropriate

backup materials, at least thirty (30) days in advance of any regularly scheduled meeting. [Revised 04/06/05]

H. In the absence of a definitive process within these Administrative Procedures, all meetings shall be conducted in accordance with Roberts Rules of Order. [Revised 04/06/05]

II. Review Procedures for New or Revised Providers Addenda

A. The appropriate modal Committee members will review the Addenda for new Providers and revisions to Addenda for existing Providers. These Committee members will determine whether the Addenda language is consistent with the existing provisions of the Agreement. Economic terms and those commercial terms that are not appropriate for consideration within the UIIA which are included in the Addenda are not reviewed. [Revised 04/11/07]

B. A new or existing Provider shall submit Addendum language to the Chairperson of the Committee a minimum of ninety (90) days prior to the effective date of the Addendum. Within ten (10) working days after receipt of new or revised Addendum language, the Chairperson shall forward, through facsimile transmission or mail, and/or by e-mail, a copy of the proposed Addendum language and an evaluation by IANA staff of the conformance of such language with the Agreement to Committee members representing the affected mode(s). Economic or commercial terms will be deleted from the Addendum before forwarding to the Committee members. [Revised 04/06/05]

C. Modal Committee members shall review the Addendum language and submit any

comments, in writing, to the Chairperson of the Committee within fifteen (15) working days of their confirmation of receiving the new Addendum language, and [Revised 04/06/05]

1. In the absence of the submission of any adverse comments from the modal

Committee members conducting the review, the new or revised Addendum will become effective on the proposed effective date. [Revised 11/01/06]

2. If any modal Committee member questions Addendum language as being in conflict

with the Agreement, a conference call shall be held between the Committee members conducting the review, the Provider submitting the Addendum language in question, and a designated IANA staff member. The purpose of the call will be to discuss the specific provisions in question and shall be held within fifteen (15) working days after the timeframe for Committee review has expired. [Revised 11/01/06]

a) If a majority of the modal Committee members participating in the meeting or

conference call determine that the Addendum language conflicts with the Agreement, the Provider will be requested to modify or delete the specified Addendum language. If such revisions responsive to the Committee’s

15

determination are made the Addendum will become effective on the proposed effective date. In the event the Provider refuses to modify the Addendum language, participation in the Agreement will be declined. Regarding modifications to existing Addendum language, Provider will be requested to modify or delete the involved Addendum language and will be provided a ten (10) day comment period to respond to the Committee’s determination. Refusal by a Provider to adopt the language modifications will result in the termination of participation in the Agreement. If a “simple” majority of the modal Committee members participating in the meeting or conference call do not agree on acceptance or denial of the addendum language, the Addendum language in question, will be denied. [Revised 04/06/05]

b) If a majority of the Committee members participating in the meeting or conference call do not agree that the Addendum language conflicts with the Agreement, the Addendum will become effective on the proposed date.

3. Once Addendum language is approved by the modal Committee members, with the

exception of the discovery of a material mistake regarding the consistency of an Addendum provision with the UIIA, no additional requests from Committee members for modifications to the approved language in the Addendum will be entertained for a period of six months from the effective date of the Addendum. [Revised 04/11/07]

III. Requests for Interpretation of Agreement Provisions

A. Requests for interpretations of the Agreement shall be handled initially by informal ruling of the Chairperson in consultation with Committee members representing the industry segments involved. IANA’s General Counsel will serve as legal advisor for such consultations. Such interpretations shall be limited to applicability or consistency with existing provisions in the Agreement and/or Provider’s Addenda. [Revised 04/20/09]

The Party seeking an interpretation shall submit its request in writing to the Chairperson of the Committee, who within seven (7) working days of receipt, shall send a copy to any other party involved in [the particular instance prompting] or known to support the request. Such party shall submit to the Chairperson within seven (7) working days a statement of its position on the matter. The Chairperson shall disseminate both the original request for interpretation and any statements provided by other parties to Committee members representing the involved industry Parties within five (5) working days of receipt. The modal Committee members shall provide the Chairperson with their comments regarding the request for interpretation within ten (10) working days from receipt of information provided by Chairperson. [Revised 04/06/05]

B. The Chairperson shall promptly advise the Party(ies) by facsimile or mail, of the modal

Committee members’ action on the requested interpretation within five (5) working days. Should the interpretation rendered by the modal Committee members following consideration and determination not be agreed with by the Party(ies) participating in the requested changes or modification, or commenting on the proposed language, such Party(ies), upon a demonstration of new information or previous information not considered or other provisions in the Agreement supporting the proposed language or changes, may request an interpretation by the full Committee. The Committee shall within fifteen (15) working days of request either (1) confirm the determination of the Chairperson and the modal representatives who made the initial interpretation, (2) render a revised interpretation, or (3) decline further comment because good cause has not been shown for reconsidering the initial interpretation. [Revised 04/06/05]

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C. In cases of interpretations which affect Parties other than those involved in a particular

request, or whose outcome involves a substantive change in the terms of the Agreement, the Chairperson shall prepare and serve Notice thereof on all Parties via first class U.S. mail.

IV. Requests for Modifications to the Agreement.

A. The full Committee shall be responsible for considering requests for changes to the Agreement. Such requests shall be submitted in writing to the Chairperson and may be filed by any Party that is a participant in the Agreement. The Chairperson shall transmit the request to the full Committee for consideration at its next scheduled meeting. [Revised 04/11/07]

B. The Committee shall consider requests for modification at the next scheduled meeting of the Committee at which a quorum is present and promptly advise petitioner of its decision and reason(s) for that action. A proposed change to the Agreement will require a three-fourths (3/4’s) majority vote of those Committee members in attendance at which a quorum is present. [Revised 05/12/10]

V. Notice of Proposed Modifications to the Agreement and Comment Process

A. If the Committee votes to propose modifications to the Agreement, the Chairperson shall provide Notice in writing and by posting on IANA website within ten (10) working days of the Committee vote, of the proposed language and effective date of the modifications to all Participants in the Agreement. UIIA Participants shall have thirty (30) days from the date of this notification to provide comments on the proposed change. Comments must be submitted in writing to the Chairperson, who shall transmit the comments to the full Committee for consideration within ten (10) working days after the close of the thirty (30) day comment period. The Committee shall consider comments, if received, and vote to approve the proposed modification(s) within fifteen (15) working days from receipt of comments provided by Chairperson. If a proposed change to the Agreement is not approved by a three-fourths (3/4’s) majority vote of those Committee members in attendance at which a quorum is present, the proposed modification will fail. [Revised 05/12/10]

Notice of the Committee’s final decision will be provided to all Parties within five (5) working days from the close of the period to receive comments from the Committee and the proposed effective date of any changes shall not be less than fifteen (15) days from this date of notification. [Revised 04/06/05]

B. Staff will review existing Addenda for consistency with the approved modification(s). If changes are required, the Parties must do so within 30 days of this notice of that requirement, and submit the revised Addenda to IANA. [Revised 05/12/10]

VI. Prerequisites for Participation

A. Parties seeking to participate in this Agreement must first provide to IANA, its officially-registered Standard Carrier Alpha Code (SCAC) as issued by the National Motor Freight Traffic Association, the cost of which shall be borne by the prospective Agreement participant. Failure of the participant to maintain its officially-registered SCAC shall constitute grounds for immediate cancellation of its participation in the Agreement and related Addendum/Addenda.

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B. Parties to this Agreement shall maintain facsimile and electronic communications capabilities on a 24 hour per day, 7 days per week, basis. Failure to provide such communication capabilities can result in the cancellation of this Agreement and related Addendum/Addenda. [Revised 04/11/07]

C. Upon demand, Motor Carrier shall furnish to the Intermodal Association of North

America (IANA), the insurance policies required under this Agreement and/or any participating Equipment Provider’s Addendum. Failure of the Motor Carrier to furnish said policy(ies) on demand shall constitute a breach of this Agreement, and shall be cause for immediate cancellation of the Motor Carrier’s Agreement.

D. Companies “Doing Business As” another entity will be listed in the UIIA database and in

other appropriate documents, by the company name as placarded and/or stenciled on the interchange Equipment. Certificates of insurance must clearly identify said company as having all insurance coverages as required under the Agreement and/or any participating Providers’ Addenda. [Revised 09/01/09]

E. Motor Carriers must maintain a US DOT Number and, if applicable, an active Motor Carrier operating authority number (MC Number). [05/12/10]

VII. Party’s Right to Terminate Participation

A. Any party desiring to terminate participation in this Agreement, as subsequently revised or supplemented, shall so notify the Chairperson, in writing, by Certified mail, prior to the effective date of the modification. The absence of such notification will constitute acknowledgement of the Party’s intent to continue to participate in the revised or supplemented Agreement.

VIII. Compliance with the Agreement [Revised 11/01/06]

A. Parties to this Agreement agree to be bound by the provisions of the UIIA, and subsequent amendments and/or revisions of that Agreement, and any addendum thereto, that does not conflict with the terms of this Agreement.

B. Violations to this Agreement, upon verification by IANA, will be reported to the Party

committing the violation, by the Chairman of the IIEC, with a request to correct the action(s) that are not in compliance.

C. Parties that repeatedly violate the provisions of this Agreement may face cancellation of

their participation in the UIIA.

Reorganized and Revised By Intermodal Interchange Executive Committee: June 19, 2000 Revised: February 8, 2016

EXHIBITS TO THE

UNIFORM INTERMODAL

INTERCHANGE AND FACILITIES

ACCESS AGREEMENT

(UIIA)

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Exhibit A to UIIA As referenced in Sections D.3.a.1 and F.4.b. (Added to UIIA 1/17/08)

The following list sets forth those items, which the Motor Carrier has responsibility for visually or audibly checking prior to use of the Equipment: 1. Chassis Twist Locks and Safety Latches – (Check that twist locks and safety latches are engaged and

properly secured.) 2. Slider Pins – (Check that slider pins are engaged for all sliding chassis.) 3. Bolsters (Check that bolsters are not bent and the container can be secured properly.) 4. Landing Legs (Check that Landing legs are in 90 degree position and they move up and down properly.) 5. Sand Shoes (Check that sand shoes or dolly wheels are attached to landing legs and secure.) 6. Crank Handles (Check that handle is attached, secure and operable to move landing legs up and down.) 7. Mud Flaps – (Check that mud flaps are whole and properly secured.) 8. Tires (Check that the following conditions are not present.)

a. Tire is flat, underinflated or has noticeable (e.g., can be heard or felt) leak. b. Any tire with excessive wear (2/32nds or less thread depth), visually observable bump, or knot

apparently related to tread or sidewall separation. c. Tire is mounted or inflated so that it comes in contact with any part of the vehicle. (This includes any

tire contacting its mate in a dual set.) d. Seventy-five percent or more of the tread width is loose or missing in excess of 12 inches (30cm) in

circumference. 9. Rims (Check that rims are not cracked and/or bent.) 10. Rear Underride Guard (“ICC Bumper”) (Check that Guard is in place and not bent under the frame.) 11. Electrical Wiring/Lights – (Check that lights are in working order.) 12. Reflectors/Conspicuity Treatments (Check for reflector lenses and presence of conspicuity tape or bar on

the 3 visual sides of the chassis.) 13. Brake Lines, Including Air Hoses and Glad Hands – (Check for audible air leaks and proper pressurization

only.) 14. Current License Plate (Check to see that it is affixed to equipment.) 15. Proper Display of Hazardous Cargo Placards, In Accordance with Shipping Papers 16. Display of Current Non-expired Federal Placards or Stickers (Check to see that it is affixed to equipment.) The foregoing list does not include latent defects unless caused by or resulting from the negligent or intentional acts or omissions of the Motor Carrier, its agents, employees, vendors or subcontractors during the Interchange Period. The foregoing list is without limitation of any federal or state legal requirements applicable to Motor Carrier with respect to use or operation of Equipment. [Revised 1/17/05]

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Exhibit B to UIIA Equipment Owners Responsibility

(added to UIIA on 07/25/07, Last Revised 4/20/09)

Repairs made to any item listed in Exhibit B that were a result of damage and not normal Wear and Tear, are the responsibility of the Motor Carrier. Application for registration papers Application of vehicle license plates Axle due to insufficient lubrication Axle spindle due to insufficient lubrication Axles Battery Box Covers Brake adjustments on trailers or chassis (1) (2) Brake and brake component repairs (3) Broken Batteries Caulking/Sealing of Old Patches Caulking/Sealing of Seams Cleaning and adjustment of electrical connector socket Closed trailer or container roof bows Component securements, bolts, rivets, welds Conspicuity treatment Container Securement Device Handles Damage to the first three crossmembers (4) Dolly Axle Dolly Wheels Door Locking Bar Handles Door Tie-backs FMCSA Inspections Floor or decking Heating and/or refrigeration unit repairs Hub assembly due to insufficient lubrication Initial + Number Markings Interior landing gear components Interior Lining Interior Posts Landing Gear Operating Cross shaft Lift Pads Lights Manifest Box Mud Flaps + brackets PI Certification Refrigeration Cabinet Doors Repairs, renewals or replacement of tires and/or tubes Replacement of dolly crank handle Replacement or repair of gladhands Roll-up doors Safety Latches Sand Shoes Side doors Sign Boards Sliding Tandem removable locking bars Tank container Components Trailer/Chassis locking assemblies (1) Not equipped with automatic slack adjusters (2) Upon Drivers Request with Drivers signature required (3) Except servicing due to accumulation of ice and snow (4) Located behind the grid section of trailers not originally equipped with grid extension plate.

20

Exhibit C to UIIA (Added to UIIA on 07/25/07, Last Revised 10/01/14)

Motor Carrier Responsibility During the Interchange Period Tires Tire has body ply or belt material exposed through the tread or sidewall Tire shoulder and/or tread cut/punctured through one or more plies of fabric when such injury is larger than 1/4". Slid Flat damage to tire and/or tube - removal of 4/32 of tread or rubber when compared to the remaining tread. Run Flat damage to tire and/or tube Missing Tire, tube or rim Removable Items Missing chains, binders and cables Missing tarpaulins and securements Missing tarpaulins bows Missing rear header bar Missing bulkhead Cut or Torn ( through the thickness of metal) Metal door, gate, sheet, post, crossmember, brace or support DOT Under Ride Guard Bent ( where proper operation or function of unit is impaired) Metal door, gate, sheet, post, crossmember, brace or support DOT Under Ride Guard Missing Items DOT Under Ride Guard Door or Gate Removable side or section Refrigeration unit parts Interior Interior not free of dunnage, bracing and/or debris Contamination Other Correction of temporary repairs Citations Citations may be rebilled from the owner to the user of the equipment The foregoing list does not include Defects as defined in Section B, Definitions of Terms.

21

EXHIBIT D TO THE UIIA BINDING ARBITRATION PROCESS GUIDELINES

(Added to UIIA on 8/1/08) (Last Revised 08/26/13)

1. This process is applicable for disputed transactions relating to Maintenance and Repair or Per

Diem invoices between Providers and Users (Motor Carriers) of Equipment who are signatories to the Uniform Intermodal Interchange and Facilities Access Agreement (UIIA). [Revised 04/14/11]

2. Disputes handled under the arbitration process will be mandatory and binding upon the Parties.

The arbitration process will be administered exclusively by IANA. [Revised 04/14/11] 3. A three-member arbitration panel will be appointed by IANA to handle disputed invoices

submitted for arbitration. The panel will consist of one IANA member from each mode, i.e. a Motor Carrier, Water Carrier and Railroad. However, the decision will be rendered by the two arbitrators representing the modes involved in the disputed invoice(s). The third appointed arbitrator from the mode not involved in the transaction will act as an alternate, and will render a decision only in the event the arbitrators from the involved modes cannot agree on a resolution of the dispute.

4. Members of the arbitration panels will serve on a voluntary basis without compensation, and for a

period of one year. To qualify as an arbitrator the individual must have five years’ operating experience involving such matters as gate interchanges, the yard procedures associated with vessels and trains, loading and unloading operations, the operations of marine and rail container yards, the receiving and delivery of containers, and/or with road equipment.

5. Disputes must be submitted to IANA in writing and in accordance with Section H.1. and must be

accompanied by a filing fee made payable to IANA to cover the costs of the administration of the arbitration process. [Revised 04/14/11]

6. Disputes must be confined to charges arising from Maintenance and Repair (M & R) or Per Diem

invoices. There will be no limitation on the financial amount in controversy. The number of disputed invoices that may be consolidated under a single arbitration claim is limited to five (5) provided that they involve the same or related charges or unlimited if they involve identical facts and argument based on UIIA language. [Revised 08/26/2013]

7. The arbitration process will be initiated by the Invoiced Party or the Invoicing Party (Moving Party)

by the filing of: a Notice of Intent to Seek Arbitration and information and arguments supporting the dispute including evidence that the applicable dispute resolution process had been followed, as set forth under Section H.1. Such Notice and required information may be submitted to IANA by e-mail, facsimile, or overnight mail. Failure of the Moving Party to submit the required documentation as outlined above will result in the claim(s) being rejected. [Revised 08/26/13]

8. IANA will review the Notice of Intent to Seek Arbitration and the required information and

arguments. If IANA determines that the submitted claim (s) has already been addressed and resolved in a prior arbitration case, the claim (s) will be dismissed and the precedent in the former proceeding will be sent to the Moving and Responding Parties. The decision from the former proceeding will apply to the current claim(s).

The Moving and/or Responding Parties will then have 10 days to provide additional information

on why either the precedent does not apply to its claim or why the precedent is in conflict with the language of the Agreement, upon which IANA will commence the arbitration process. [Revised 08/26/13]

9. The arbitration process will be commenced by IANA’s transmittal of the Notice of Intent to Seek

Arbitration and the required information and arguments to the appropriate individual in the Invoicing Party or Invoiced Party (Responding Party) organization designated to receive such Notice and information. The Responding Party will have 15 calendar days from the date of transmittal of the arbitration documents from IANA to respond. Upon receipt of the Responding Party’s documents, the complete record will be transmitted by IANA to the arbitrators. Failure of

22

Exhibit D of the UIIA (continued) the Responding Party to respond to the claim (s) within this timeframe will result in the arbitration

panel rendering its decision based solely on the supporting documentation submitted by the Moving Party, along with the terms and conditions of the UIIA and/or the Providers’ Addenda. [Revised 08/26/13]

10. The arbitration panel will have 45 days from the date the information and arguments submitted by

the Parties are sent by IANA to render a written decision indicating the basis for its conclusions. Its findings will address the validity of the claims and the Party responsible for payment or satisfaction thereof. The determinations are to be based solely on the rules in the UIIA and the rules and charges in the Provider’s Addendum. [09/01/09]

11. If during an arbitration panel’s deliberations it appears that further clarification or explanation is

needed from a Party or the Parties, a conference call may be conducted with both Parties in the arbitration process participating in the call.

12. The decision of the arbitration panel will be transmitted to IANA which will, in turn, forward the

decision to the Parties by e-mail, facsimile, or overnight mail. The decision of the arbitration panel is final and no appeal is permitted.

13. If any part of an invoice submitted for arbitration is not disputed that part must be timely paid and

cannot be withheld during the arbitration process. In response to the arbitration panel’s decision, order of reimbursement, payment or cancellation of the invoice must occur within 15 days from the date of receipt of the arbitrators’ decision. [Revised 05/12/10]

14. The cost of the filing fee is assessed against the Party against whom the arbitrators’ decision is

rendered. Should the filing fee have been paid by the prevailing party, it is entitled to reimbursement by the losing party.

15. Once the arbitration process has been initiated, no suspension, cancellation, termination or any

type of interruption of the Motor Carrier’s interchange privileges for the disputed claims may occur. The Provider and Motor Carrier, nevertheless, retain all their rights and remedies for the enforcement of the binding arbitration decision. [Revised 04/14/11]

16. Initiation of the arbitration process by a Motor Carrier does not preclude a Provider from

suspending, cancelling, or terminating the interchange privileges of this Motor Carrier for reasons not related to the subject of the disputed claim and that are governed by the provisions of the UIIA and/or the Provider’s Addendum. [Revised 09/01/09]

17. Invoices submitted for arbitration must arise on or after the announced effective date of the

implementation of the program, which is August 1, 2008. [Revised 04/14/11] 18. Except for the decision by the arbitration panel, all documents, including e-mails, and oral and

written communications generated under the Binding Arbitration Process and/or submitted by the Invoicing Party and Invoiced Party are confidential, and will not be released by IANA to any other person without the express written consent of all Parties to the arbitration. [Revised 04/14/11]

23

UIIA ADDENDUM TEMPLATE

Listed below is the universe of economic issues that the Intermodal Interchange Executive Committee has approved for inclusion in each participating Provider's Addendum to the Uniform Intermodal Interchange and Facilities Access Agreement (UIIA). Providers who subscribe to this Agreement will utilize this template in creating their individual Addenda. They are not required, nor are they expected, to utilize every component listed below in creating their proprietary Addendum. For example, certain of the Addendum template provisions are more germane to rail-truck Interchange than water carrier-truck Interchange, and vice-versa. The Parties may not use this Addendum to obviate or undermine the intent of the Agreement. For example, the Agreement contemplates certain reimbursements for the cost of repairs. The Parties may agree to limit the potential cost of those repairs, but such limitations may not be so restrictive that they would virtually eliminate responsibility for reimbursement. It will be impermissible for Provider Agreement subscribers unilaterally to add other provisions to their individual Addendum to this Agreement. Requests for addition(s) to the universe of economic issues that can be utilized in an Addendum to this Agreement shall be submitted to the Intermodal Interchange Executive Committee for consideration as set forth in Part II, Implementation, Review, Interpretation and Modification Procedures. I. Notification and Free Time A. Free Time Commences B. Amount of Free Time 1. Load/Empty 2. Load/Load 3. Empty/Load C. Weekends – interruption of expiry of free time D. Holidays – interruption of expiry of free time E. Unroadworthy Equipment – suspension of expiry of free time F. Interchange to Inland Carrier – equivalent of termination II. Origin Storage A. Free Time Commences B. Amount of Free Time C. Charges Per 24-hour Period D. Chassis Use/Rental Charges III. Destination Storage A. Free Time Commences B. Amount of Free Time C. Charges Per 24-hour Period D. Chassis Use/Rental Charges IV. Per Diem and Trailer Detention A. Type of Equipment 1. Free Time Allowance 2. Per Diem a) Day 1 – _____ b) Day _____ – _____ c) Day _____ – _____ V. Method of Invoice Dispute Resolution VI. Other Charges A. Empty to Empty B. Crossover C. Failure to File Crossover Interchange D. Hazardous/Municipal Waste E. OTHER VII. Damages to Equipment A. Method of Determining Cost B. Other VIII. Repairs to Equipment A. Tires B. Other IX. Lost, Stolen or Destroyed Equipment A. Suspension of Per Diem B. Disposition of Destroyed Equipment X. Insurance A. Amounts of Additional Required Coverage by Class B. Limitations on Rating Level of Insurer C. Self-Insurance and Minimum Permissible Deductibles 2/10/99

Effective: February 26, 2016 All insurance information should be provided directly to the UIIA office and not to the Equipment Providers listed below.

1BFORM 6

BEquipment Providers Party to the Uniform Intermodal Interchange and Facilities Access Agreement (UIIA)

Alpha Code Name and Address of Equipment Provider

APLU APL Limited, 26 Century Blvd., Suite 405, Nashville, TN 37214 (Charles Fairburn) Tel: (615)727-7889; Fax: (615)727-8329; e-mail:

Charlie_Fairburn@apl.com; Dennis Miller: Dennis.miller@apl.com; Jolea Sims: Jolea.sims@apl.com General Inquiry: uiia_updates@apl.com. ACLU ACL/Grimaldi Group/Inarme, 50 Cardinal Drive, Westfield, NJ 07090 (Ken Allenby) Tel: (888)320-7345; Fax: (908)518-7326; e-mail:

aclinterchange@aclcargo.com

BCLU Bermuda Container Line, Limited, One Gateway Center, Ste. 2408, Newark, NJ 07102 (Zina Mecca) Tel: (973)242-6890; Fax: (908)352-8461; e-mail: zmecca@balnwk.com.

BNAU BNSF Railway Company, 2650 Lou Menk Drive, P.O. Box 961056, Fort Worth, TX 76161-0056 (BNSF Customer Support – Intermodal) Tel: (888)428-2673, Option 4, Option 3; Fax: (817)593-2952;

BCHS Bridge Chassis Supply LLC, 8730 Stony Point Parkway, Suite 300, Richmond, VA 23235 (Shannon Fredericksen) Tel: (804)560-2581; Fax (877)437-1522; e-mail: shannon.fredericksen@us.kline.com

IC Canadian National/Illinois Central Railroad, 16800 S. Center Street, Harvey, IL 60426 (Charisse Hall) Tel: (708) 332-3034; Fax: (708) 332-3902; e-mail: Charisse.hall@cn.ca.

CPPU Canadian Pacific Railway – US (SOO Line and D&H), 10800 Franklin Avenue, Franklin Park, IL 60131 (John Akin) Tel: (630)860-4875; Fax: (630)860-4873; e-mail: john_akin@cpr.ca CHNJ China Shipping Container Line, 1850 Parkway Place, Suite 900, Marietta, GA 30067 (Caroline Kinuthia) Tel: (678)355-4073; Fax: (866)724-0708

CMDU CMA-CGM (America) LLC, 5701 Lake Wright Drive, Norfolk, VA 23502/Insurance Updates Contact UIIA Tel: (877)438-8442/Disputes e-mail: usa.detdembilling@cma-cgm.com/Interchange Suspension Matters Sara Vennard Tel (757)961-2685; e-mail: usa.svennard@cma-cgm.com, Tracy Macan Tel: (757)961-2602; e-mail: usa.tmacan@cma-cgm.com Equipment Coordinator Renee Schreiber Tel: (757)961-2574; Fax: (877)634-8423; e-mail: usa.rschreiber@cma-cgm.com.

COFC COFC Logistics LLC, 7015 Spring Meadows Drive West, Suite 202, Holland, OH (Garry Old) Tel: (419)725-0700; Fax: (416)754-2335.

CCMF Consolidated Chassis Management LLC, 500 International Drive, Suite 130, Budd Lake, NJ 07828 (Stephen Bradshaw) Tel: (973)446-7900; Fax: (973)298-8930; e-mail: sbradshaw@ccmpool.com.

CCMJ COSCO North America, Inc./COSCO Container Lines Americas, Inc./COSCO Container Lines Co., Ltd/China Ocean Shipping Company Americas, Inc., 15600 JFK Blvd Suite 400, Houston, TX 77032 (Karen Mitchell/Main Contact) Tel: (281)765-6865; Fax: (281)765-6881; (Filza Meleah/Per Diem Coordinator) (281)765-6800 ext. 6727; All Canadian Truckers contact: Sharon Teo Tel: (604)895-8825, steo@cosco-usa.com.

CSXU CSX Intermodal Terminals, Inc., 6735 Southpoint Drive S, Bldg 2 – 3rd Flr. J711, Jacksonville, FL 32216-6177 (Stephanie Turner – Interchange Setup) Tel: (904)279-3443 or Fax: (904)357-7678, (Melissa Junstrom – Agent Coordinator) Tel: (904)633-1174 or Fax: (904)633-1785

EIMU Eimskip USA, Inc., 1424 Baker Road, Virginia Beach, VA 23455 (Sylvester (Sly) Young) Tel: (800)445-2654 or (757)213-7256; Fax: (757)627-9367; e-mail: sly@eimskipusa.com.

EGLV Evergreen Shipping Agency (America) Corporation, 1 Evertrust Plaza, Jersey City, NJ 07302 (Linda Acebal) Tel: (201)761-3140; Fax: (888)320-9472.

GFAL Galborg Pte Ltd. (trading as GAL), 5200 Hollister Road, Suite 202, Houston, TX 77040 (Tom Cooley) Tel: (713)895-3053; Fax: (713)895-3200 (MC issues – contact Connie Chilton – email: connie.chilton@biehlco.com; Ph:(912)234-7221)

SUDU Hamburg Sud North America, Inc., 465 South St., 3rd Floor, Suite 300, Morristown, NJ 07960 (James Nelan) Tel: (973)775-5486; Fax: (973)775-5346; e-mail: james.nelan@hamburgsud.com

HJCU Hanjin Shipping Co., Ltd., 80 East Route 4, Suite 490, Paramus, NJ 07652 (Elliot Han) Tel: (201)291-4696; Fax: (201)291-0071; e-mail: ehan@us.hanjin.com for Equipment and Terminal issues contact HJS EQ Dept. Tel:(480)927-3886.

HLCU Hapag-Lloyd (America), Inc. as agents for Hapag-Lloyd Container Line GMBH, 399 Hoes Lane, Piscataway, NJ 08854 (Thomas Barattini) Tel: (732)885-6116; Fax: (732)885-6156; email: Thomas.Barattini@hlag.com

HRZD Horizon Lines, LLC (formerly CSX Lines, LLC), 426 N. 44th Street, Suite 200, Phoenix, AZ 85008 (Tim Warren) Tel: (800)662-8789; Fax: (480)968-7648; e-mail: twarren@matson.com.

HDMU Hyundai Merchant Marine, Inc. (America), 222 West Las Colinas Blvd., Ste. 700, Irving, TX 75039 (Kathryn Thompson) Tel: (972)501-1359; Fax: (972)501-1288; e-mail: irkth@hmm21.com.

IAIS Iowa Interstate Railroad Ltd., 5900 6th Street SW, Cedar Rapids, IA 52404 (Liz Pretz) Tel: (319)298-5425; Fax: (319)298-5454; e-mail: eapretz@iaisrr.com.

KCS Kansas City Southern Railway Company, 427 West 12th Street, Kansas City, MO 64105 (Steven Bayless) Tel: (816)983-1880; Fax: (816)983-1555; e-mail: sbayless@kcsouthern.com

KKLU K-Line America, Inc., (Kawasaki Kisen Kaisha, Ltd.) 8730 Stony Point Parkway, Ste.400, Richmond, VA 23235 (Brendon Elliott) Tel: (804)560-2581; Fax: (877)437-1522; e-mail: brendan.elliott@us.kline.com

MAEU Maersk Agency USA, Inc. as agent A.P. Moller Maersk (dba Maersk Line/Safmarine/Maersk Domestic/SeaLand), 9300 Arrowpoint Blvd., Charlotte, NC 28273-8136 (Equipment Control) Fax: (704)571-4640 email; namtrkins@maersk.com.

Effective: February 26, 2016 Alpha Code Name and Address of Equipment Provider

MATS Matson Navigation Company, 426 N. 44th St., Ste. 250, Phoenix, AZ 85008 (Tim Warren) Tel: (800)662-8789; Fax: (480)968-7648; e-mail:

twarren@matson.com. MNVO Matson Navigation Company of Alaska LLC, 426 N. 44th Street, Suite 200, Phoenix, AZ 85008 (Tim Warren) Tel: (480)736-5241; Fax: (480)968-7648; e-

mail: twarren@matson.com

MSCU Mediterranean Shipping Company S.A., 700 Watermark Blvd., Mt. Pleasant, SC 29464 (Donnell Thorn) Tel: (843)654-6068; Fax:(908)605-2602; MC Per Diem Disputes – e-mail: perdiemdisputes@msc.us. MOLU MOL (America), Inc., 700 E. Butterfield Road, Ste. 250, Lombard, IL 60148 (Customer Service) Tel: (800) OK- GATOR(654-2867) Per Diem Dispute

Contact: Will Budnikov, email: us.perdiem@mol-ips.com, Tel: (732)512-5167; M&R Dispute Contact: Mark Edenfield, email: mark.edenield@mol-liner.com, Tel: (630)812-3884. MOL Empty Return Location – www.returnlocation.com; Rail Billing Inquiries – rail.billing@mol-ips.com. Lost/Stolen Inquiries – Neobia Davis, email: Neobia.davis@mol-liner.com, Tel: (630)812-3920.

NSHA National Shipping of America, LLC c/o National Shipping Agencies, 433 California St., Suite 820, San Francisco, CA 94104 (Arlene Heeneman) Tel: (415)956-9356; Fax: (415)397-1545; e-mail: aheeneman@natship.us

NILE NileDutch America B.V., 3255 Landmark Drive, Suite 303, Charleston, SC 29418 (Mike Ausmus) Tel: (251)219-3310; (251)433-1461 NYKU Nippon Yusen Kaisha (NYK Line North America), 377 E. Butterfield Road, 5th Floor, Lombard, IL 60148 (Dermot Johnston) Tel: (630)435-7849; Fax:

(630)414.6872; e-mail: Dermot.johnston@na.nykline.com. NODA Nordana Line, 5200 Hollister Road, S-200, Houston, TX 77040 (Chris Harman) Tel: (713)895-3247; Fax: (713)895-3274; e-mail: chh@nordanausa.com. NSCU Norfolk Southern Corporation, Three Commercial Place, Box 208, 7th Floor, Norfolk, VA 23510 (Cheryl Smith) Tel: (757)823-5280; Fax: (757)823-5735;

e-mail: Cheryl.smith@nscorp.com . NAPC North American Chassis Pool Cooperative LLC (NACPC), 22 Stanley Street, Nashville, TN 37210 (Alan D. Witt) Tel: (615)255-1122; Fax: (615)780-3246 OLTO OL&T FoodTrans LLC, 39 Old Ridgebury Road, Danbury, CT 06810 (Raymond Maier) Tel: (203)448-3900; Fax: (203) 448-3889; e-mail:

raymaier@odysseylogistics.com OOLL OOCL (USA) Inc.as agent for Orient Overseas Container Line Limited & OOCL (Europe) Limited, 10913 S River Front Parkway, Suite 200, South Jordan,

UT 84095-5641 (Matthew Hansen) Tel: (801)302-6757; Fax: (801)302-3310; e-mail: matthew.hansen@oocl.com PABV Pacific International Lines (Private) Ltd, One St. Louis Centre, Suite 5000, Mobile, AL 36602 (Christina Houseknecht) Tel: (251)219-3267; Fax: (251)433-

1461; email: chouseknecht@nortonlilly.com PSHI Pasha Hawaii Holdings LLC, 4040 Civic Drive, Suite 350, San Rafael, CA 94903 (Andy Dunkle) Tel: (602)331-2315; Fax: (602)324-7595 SYLF Schuyler Line Navigation Company LLC, 130 Severn Avenue, Annapolis, MD 21403 (Brian Houst) Tel: (410)216-6020; Fax (410)216-6021 SBDM Seaboard Marine Ltd., 8001 NW 79th Avenue, Miami, FL 33166 (Richard Spohn) Tel: (305)530-2118; Fax: (305)549-9900; email:

interchange@seaboardmarine.com SISJ Somers Isles Shipping Ltd, c/o North Florida Shipping, Inc., P.O. Box 1565, Fernandina Beach, FL 32034 (Robin Bishop) Tel: (904)261-2662; Fax: (904)261-3704; E-mail: rbishop@nfs-sisl.com. CHVW Swire Shipping (formerly Indotrans, Inc & Indotrans Pacific), 1111 West Hastings Street, Suite 800, Vancouver, BC V6E 2J3 (Andrew Wong) Tel:

(604)640-7449; Fax: (604)351-1729; e-mail: andrew.wong@chinanav.com TGXU Tiger Cool Express LLC, 5750 West 95th #250, Overland Park, KS 66207 (Ted Prince) Tel: (913)305-3510; Fax: (913)305-3509 e-mail:

ted@tigercoolexpres.com. TMGT Tote Maritime Puerto Rico LLC (formerly Sea Star Line, LLC), 10550 Deerwood Park Blvd., Suite 509, Jacksonville, FL 32256 (Becky Roberts) Tel:

(904)855-1260 ext. 1266; Fax: (904)726-4056 TALS TransAtlantic Lines LLC, 6 Lincoln Avenue, Greenwich, CT 06830 (Jeanine Battaglia) All inquires need to be faxed or emailed to the following:

jeanine@transatlanticlines.com ; Fax: (203)863-9354 (TransAtlantic only utilizes MC’s in Norfolk, VA and Jacksonville, FL) TRKU Turkon Container Transportation & Shipping Inc., c/o Turkon America Inc., 100 Plaza Drive, Secaucus, NJ 07094 (Gokhan Hantal) Tel: (201)866-6966;

Fax: (201)866-6529; e-mail: gokhan@turkonamerica.com. UP Union Pacific Railroad Company, 1400 Douglas Street, STOP 1160, Omaha, NE 68179 (Gerry Bisaillon, P.E.) Tel: (402)544-6710; Fax: (402)501-2289; e-mail: Hgbisaillon@up.com; Elle Spencer Tel:(402)544-5784; e-mail: LDSPENCER@UP.COM UASU United Arab Shipping Company, c/o United Arab Agencies, 5515 Spalding Drive, Peachtree Corners, GA 30092 (Tim Dyke) Tel: (678)775-1900 ext. 4755;

Fax: (770)263-8839, PD Dispute Contact: Chris Barth, chris.barth@uasc.net; Tel: (770)263-8839; M&R Dispute Contact: Harold Beaver, Harold.beaver@uasc.net Tel: (678)775-1900x7453; Fax: (770)263-8839.

ANLC US Lines LLC (formerly ANL-USL), 3601 S. Harbor Blvd., Ste. 200, Santa Ana, CA 92704 (Wendi Cain) Tel: (877)266-5875; Fax: (714)751-3362; Interchange Suspension Matters: Audrey Kirkwood, e-mail: uslar@uslines.com; Tel: (757)61-2574; Equipment Coordinator: Renee Schreiber, e-mail: usarscheiber@cma-cgm.com; Tel: (757)961-2574; Fax: (887)634-8423.

**QI Virginia International Terminals, Inc. (Virginia Inland Port), 7685 Winchester Rd., P.O. Box 345, Front Royal, VA 22630 (Stan Crockett) Tel: (540)636-4200; Fax: (540)636-4244; e-mail: scrockett@vit.org.

WHLC Wan Hai Lines, Ltd., c/o Norton Lilly Intl, Inc., 2510 West Dunlap Ave., Ste. 650, Phoenix, AZ 85021 (Sara Page) Tel: (602)331-2356; Fax: (602)324-7619; e-mail: phxar@nortonlilly.com.

PCKA XPO Stacktrain, LLC (formerly: Pacer International, Inc. (Pacer Stacktrain), 6805 Perimeter Drive, Dublin, OH 43016 (Anthony Cogossi) Tel: (614)923.1696; Fax: (614)717-4074

YMLU Yangming Marine Transport c/o Yang Ming (America) Corporation, 525 Washington Blvd., 25th Floor, Jersey City, NJ 07310 (Andrew Lin) Tel: (201)420-5851; Fax: (201)420-1321; e-mail: andrewlin@us.yangming.com.

ZIMU Zim American Integrated Shipping Services Co., LLC, 5801 Lake Wright Drive, Norfolk, VA 23502 (Dennis Messing) Tel: (757)383-6895; Fax: (757) 321-7915; e-mail: messing.dennis@us.zim.com.

UNIFORM INTERMODAL INTERCHANGE & FACILITIES ACCESS AGREEMENT

A program of the Intermodal Association of North America

FORM 3-A

Annual Fee Schedule

(Effective January 1, 2016) ANNUAL ADMINSTRATIVE SERVICE FEE (Motor Carrier) Annual Fee .................................................................................... $ 325.00* Discounted Fee for members of IANA .......................................... $ 285.00** * Annual fee includes: All notification/customer service activities associated with the Uniform Intermodal Interchange and

Facilities Access Agreement; semi-annual issues of Intermodal Insights (IANA’s monthly newsletter-March & September).

** Members of the Intermodal Association of North America (IANA) are eligible for a discounted annual UIIA fee. Please

call if you are unsure whether your company is a member of IANA’s Motor Carrier Division. PAYMENT INFORMATION Check or money orders for new applications should be made payable to the Intermodal Association of North America, in U.S. funds and drawn on a U.S.-based bank. Mail form and check to UIIA, 11785 Beltsville Drive, Suite 1100, Calverton, Maryland 20705-4048; phone: 301-474-8700; toll-free: 1-877-438-8442. (All UIIA fees are non-refundable) (Note: Payments may take up to 3 business days to be processed

and applied to accounts once payment is received. When mailing payments, please make sure to allow sufficient time for the payment to reach us and be posted to your account.)

Credit card payments may be faxed to 301-982-3414 or 301-982-5478. This charge will appear on your credit card statement as Intermodal Association of North America. Amount $ __________ Check enclosed Visa MasterCard American Express Company name Card # Expiration Date Name on Card Signature

FOR IANA USE ONLY

DATE RECEIVED INVOICE # CHECK#CC APPROVAL D M

3

STANDARD CARRIER ALPHA CODE (SCAC) APPLICATION The Standard Carrier Alpha Code (SCAC) is a unique two-to four-letter code assigned to transportation companies for identification purposes. The SCAC is required for U.S. Customs entry, Electronic Data Interchange (EDI), intermodal interchange agreements, when doing business with many shippers, on rate tariffs filed with regulatory agencies, and doing business with the U.S. Government. The SCAC application fee is $80.00 ($88.00 if payment is made by check in U.S. dollars payable through a Canadian bank). Make checks and money orders payable to NMFTA. Mail completed application and payment to:

National Motor Freight Traffic Association, Inc., 1001 North Fairfax Street, Suite 600, Alexandria, VA 22314.

Applications paid by credit card may be faxed to (703) 683-6296 or 6046. See the reverse side of this application for instructions and further information. Call (703) 838-1831 if you have questions.

Applications may be submitted online at https://secure.nmfta.org/ at a reduced fee of $70.00.

NMFTA assigns SCACs to all companies except railroads. Railroads should contact Railinc Services, 7001 Weston Parkway, Suite 200, Cary, NC 27513, (877) 724-5462. Companies seeking identification marks for trailers, containers or chassis equipment operating in intermodal service should call NMFTA at (703) 838-1832 for further instructions.

Please Type or Print in Black Ink (see reverse side for instructions)

1) Applicant/Company Information:

Legal Name

Trade Name

Mailing Address

City State ZIP/Postal Code Country

Contact Person Email

Phone Fax

2) Name Change: (Please list previous SCAC, Company Name and Address—leave blank if not applicable)

SCAC Company Name

City State ZIP/Postal Code Country

3) Type of Company/Operation: (check the descriptions that best describe the applicant)

[ ] Motor Carrier by highway (trucks, busses, etc.)—select one below [ ] Air Carrier—airline, air taxi, helicopter service

[ ] Interstate [ ] Broker—transportation broker MC#

MC # or MX # , U.S. DOT # [ ] Freight Forwarder—[ ] air [ ] surface FF#

[ ] Intrastate or Local Cartage [ ] Leasing Company—equipment leasing or renting

[ ] Canada only [ ] NVOCC—non-vessel operating common carrier

[ ] Mexico only [ ] Pipeline

[ ] Private Carrier—not for hire [ ] Tariff Publisher

[ ] Transporter of exempt commodities [ ] Travel Agent

[ ] U.S. Government owned [ ] Steamship Agent

[ ] Exempt [ ] Other [ ] Water Carrier—VOCC, steamship, barge, car ferry

4) U.S. Border Crossing Requirements: NMFTA’s ACE-lerate program can expedite your border crossing from Canada or Mexico into the U.S. We can also produce PAPS and PARS compliant barcode labels. For more information call (866) 411-6632 or check the box below and we will call you: [ ] Please contact me about ACE-lerate or PAPS/PARS labels [ ] No thanks

5) Applicant’s Representative (person completing this application): (leave blank if applicant)

Do you want the annual renewal notice sent to the Applicant’s Representative? Yes / No (please circle)

Company

Mailing Address

City State ZIP/Postal Code Country

Contact Person Email

Phone Fax

6) Credit Card Payment Information: [ ] VISA [ ] MasterCard [ ] American Express [ ] Discover $80.00 U.S. Funds

Card Number Expiration Date (Month/Year) /

Address where you receive your statement

City State Zip/Postal Code Country

Person’s name on card Signature

January 2015

4

EXPLANATION AND INSTRUCTIONS FOR THE STANDARD CARRIER ALPHA CODE APPLICATION

The Standard Carrier Alpha Code (SCAC) is a unique two-to four-letter code assigned to transportation companies for identification purposes. The SCAC is required for Electronic Data Interchange (EDI), intermodal interchange agreements, U.S. Customs entry, when doing business with many shippers, on rate tariffs filed with regulatory agencies, government bills of lading, and on bids for government traffic. SCACs are published in the Directory of Standard Carrier Alpha Codes, NMF 101 Series, copyrighted by the National Motor Freight Traffic Association, Inc. (NMFTA). The SCAC application fee is $80.00 ($88.00 if payment is made by check in U.S. dollars payable through a Canadian bank). Make checks and money orders payable to NMFTA. The SCAC will remain valid through July 1 of the year following the year of assignment and must be renewed annually thereafter. You will be notified of the SCAC assignment by mail. Applications may be submitted online at https://secure.nmfta.org/ at a reduced fee of $70.00. The National Motor Freight Traffic Association, Inc. assigns SCACs for all companies except railroads. Railroads should contact Railinc Services, 7001 Weston Parkway, Suite 200, Cary, NC 27513, (877) 724-5462. Companies seeking identification marks for trailers, containers or chassis equipment operating in intermodal service should call NMFTA at (703) 838-1832. All other inquiries should be directed to NMFTA at (703) 838-1831.

1) Applicant/Company Information: Provide the complete Legal Name and Trade Name (if applicable) of the applicant/company. A Trade Name is sometimes known as the “doing business as”, “d/b/a”, “trading as”, or “t/a name”. For motor carriers and freight forwarders, NMFTA will use the Legal Name and/or Trade Name as they have been registered with the U.S. Department of Transportation. If the applicant does not have a Trade Name, leave this space blank. Provide the complete mailing address, city, state, zip/postal code and country for the main office of the applicant. All correspondence will be directed to the Contact Person unless otherwise specified in the Applicant’s Representative section. Provide the e-mail, telephone, and fax information for the carrier contact person. International companies should include the country and city telephone codes.

2) Name Changes: If the company to be assigned a code previously operated under a different name, complete this section.

3) Type of Carrier/Operation: (Check all applicable operations and descriptions of applicant/company.) Motor carrier is a company or person operating vehicles over the highways. Applicants should identify: MC#, MX# and U.S. DOT#-If applicable, provide all certificate or docket numbers as issued by the Federal Motor Carrier

Safety Administration, Interstate Commerce Commission, or U.S. Department of Transportation. If the authority has been applied for, but not yet issued, write "Pending" in this space. NMFTA will validate the company name and registration numbers with these agencies.

Exempt applies to carriers operating in the U.S. and exclusively transporting exempt commodities for compensation. Private Carrier means a company involved in transportation on a not-for-compensation basis. A company transporting its

own goods on its own vehicles without compensation for the transportation service would be a private carrier. U.S. Government applies to a carrier owned by the U.S. Government. Air Carrier identifies a company that transports people or goods via air including helicopters. Broker is a person or company, other than a motor carrier or an employee or agent of a motor carrier that, as a principal or

agent sells, offers for sale, negotiates for, or holds itself out by solicitation, advertisement, or otherwise as selling,

providing, or arranging for, transportation by motor carrier for compensation. Brokers operating in the United States are required to obtain a license from the Federal Motor Carrier Safety Administration and should include the docket number on the line provided.

Freight Forwarder is a person or company holding itself out to the general public (other than as a pipeline, rail, motor, or water carrier) to provide transportation of property for compensation and, in the ordinary course of its business--(A) assembles and consolidates, or provides for assembling and consolidating, shipments and performs or provides for break-bulk and distribution operations of the shipments; (B) assumes responsibility for the transportation from the place of receipt to the place of destination; and (C) uses for any part of the transportation a carrier subject to jurisdiction of the ICC Termination Act. In the United States, surface freight forwarders, as previously described, are required to register with the Federal Motor Carrier Safety Administration and are issued certificate numbers beginning with "FF". This “FF” number should be included on the line provided. Non-regulated forwarders should leave this line blank.

Tariff Publishing Agent is an individual or company that publishes rates for carriers. Agents for household goods carriers should identify any MC or U.S. DOT numbers they hold in their own name, otherwise select Intrastate or Local Cartage.

Water Carrier is a company engaged in transportation by vessel over a body of water such as a vessel operating common carrier, steamship line, tug boat operation, barge line, ferry, etc.

4) U.S. Border Crossing Requirements: ACE-lerate is NMFTA’s system for expediting electronic manifests to U.S. Customs and Border Protection (CBP). We can also

produce barcode labels meeting the requirements of CBP’s Pre-Arrival Processing System (PAPS) and Canada Border Services Agency’s Pre-Arrival Review System (PARS). Check the box in this section to obtain further information or visit our website at www.nmfta.org.

5) Applicant’s Representative: If someone other than the applicant is completing this application, complete the representative’s information section

including the full mailing address, city, state, zip/postal code and country. All correspondence will be directed to the contact person. Provide the e-mail, telephone, and fax information for the applicant’s representative. International companies should include the country and city telephone codes. Also indicate if the annual SCAC renewal notice should be mailed to the applicant or the applicant’s representative.

6) Credit Card Payment Information: If payment is to be made by credit card, provide all the requested information. The “Person's Name” is the name of the

person to whom the card is issued and is usually embossed on the card. The “Address where you receive your statement” is the address where you receive your monthly statement. We are required by the credit card companies to provide this information as part of the credit card validation process. Credit card payments cannot be processed unless all information, including signature, has been furnished. Applicants paying by credit card may fax the completed application to (703) 683-6296 or 6046. If paying by check or money order, return the completed application together with payment to NMFTA, 1001 North Fairfax Street, Suite 600, Alexandria, VA 22314.

Revised 02/26/16

Equipment Providers that are Member Specific Motor Carriers that wish to do business with the following Equipment Providers will be required to contact the Provider directly to request to be flagged as a carrier for them in the UIIA system. Equipment Provider will send an e-mail to the UIIA office once they have authorized your company as a carrier.

Equipment Provider Contact Phone, Fax and/or E-Mail

ACL/Grimaldi Group/Inarme

Esperanza Exposito Shelley Noonan

Tel: 908/518-5711 Tel: 888/320-7345 aclinterchange@aclcargo.com

Bermuda Container Line Chris Dubina Tel: 973-242-6890 cdubina@balnwk.com

COSCO

Karen Mitchell Filza Meleah

Tel: 281/765-6865 Fax: 281/765-6881 Email: kmitchell@cosco-usa.com Tel: 281/765-6800 ext. 6727 Email: fmeleah@cosco-usa.com

Consolidated Chassis Management Stephen Bradshaw Tel: (973)446-7900 Fax: (973)298-8930 Email: SBradshaw@ccmpool.com

Galborg Pte Ltd.

Connie Chilton Tom Cooley

Tel: (912)234-7221 Fax: (912)233-9867 Connie.clifton@biehlco.com Tel: (713)895-3053 Email: tom.c@galborg.com

Horizon Lines LLC Tim Warren Asset Management

Tel: (480)736-5241 Email: twarren@matson.com Assetmgt-phx@matson.com (800)662-8789

Iowa Interstate Railroad Liz Pretz

Tel: 319-298-5425 eapretz@iaisrr.com

Kansas City Southern Railway (KCS) Steven Bayless Tel: 816-983-1880 sbayless@kcsouthern.com

Maersk/Safmarine Equipment Control

namtrkins@maersk.com

Matson Navigation Company of Alaska LLC

Tim Warren Asset Management

Tel: 480-736-5241 Email: twarren@matson.com Assetmgt-phx@matson.com (800)662-8789

NileDutch America B.V. (only loads out of Norfolk, New York & Savannah)

Mike Ausmus Tel: (251)219-3310

Nordana Line Chris Harman Tel: 713-895-3247 Fax: 713-895-3274 chh@nordanausa.com

National Shipping of America LLC Arlene Heeneman 415/956-9356 aheeneman@natship.us

OL&T FoodTrans LLC Ray Maier

raymaier@odysseylogistics.com

Pacific International Lines Christina Houseknecht Automatically flag for CA truckers only Mike Ausmus

Tel: (251)219-3267 chouseknecht@nortonlilly.com mausmus@nortonlilly.com

Pasha Hawaii Holdings LLC Dawn Thomas California MC’s can automatically be flagged in the system.

Tel: (480)887-0293 Thomasd@nortonlilly.com

Schuyler Line Navigation Company Brian Houst Tel: 410-216-6020 Email: brian.houst@domechartering.com

Seaboard Marine Ltd. Equipment Tel: 305-530-2118 interchange@seaboardmarine.com

Somers Isle Shipping Robin Bishop Tel: 904-261-2662 Fax: 904-261-3704 rbishop@nfs-sisl.com

Swire Shipping (added 4/5/11) Mike Manley Tel: 415-256-1400 ext. 124 Fax: 415-256-1401 mmanley@interoceanss.com

Tiger Cool Express LLC Ted Prince ted@tigercoolexpress.com

TransAtlantic Lines LLC (Only utilizes MC’s in Norfolk, VA & Jacksonville, FL)

Jeanine Battaglia

jeanine@transatlanticlines.com

Virginia International Terminal Stan Crockett Lisa Kingsbury

Tel: 540-636-4200 Scrockett@vit.org Tel: 757-440-2780 lkingsbury@hrcp2.org

Zim American Integrated Shipping Services

John Monaghan Maurice White

Tel: 757-228-1407 Fax: 757-228-1305 Monaghan.john@us.zim.com Tel: 877-509-3514 ext. 1413 White.maurice@us.zim.com

Revised 02/26/16

The following UIIA Equipment Providers require Motor Carriers to complete additional

paperwork (i.e. addenda, credit applications, etc.) before your company can be validated

under the UIIA to do business with these specific Equipment Providers:

BNSF Railway Company— Additional paperwork required if your company

will be interchanging rail-owned or rail-controlled

equipment.

Canadian National/Illinois Central — Requires addendum and credit application to be

completed.

CSX Intermodal Terminals, Inc. — Additional paperwork required if your company

will be interchanging rail-owned or rail-controlled

equipment.

Evergreen Shipping Agency — Requires addendum be completed, notarized and

original returned to the UIIA office within 15 days.

Kansas City Southern Railway(KCS) - Requires addendum and Sample Surety Bond form

be completed. If moving rail-controlled equipment

$10,000 Surety Bond required to be sent directly to

KCS.

Norfolk Southern Corporation — Requires addendum & credit application to be

completed. Motor Carrier must participant in NS

Draft Plan if moving rail-owned or rail-controlled

equipment.

Union Pacific Railroad — Requires addendum, ramp list and credit application

be completed. Also requires $10,000 Letter of

Credit if moving rail equipment.

Please contact the UIIA office if your company will be doing business with the above

Equipment Providers in order to obtain the necessary additional paperwork.

Revised: 02/26/2016

Quick Reference for Insurance Agents For Completing and Providing the Required Insurance

Information for the UIIA

In order to assist you with preparing the necessary insurance information for your insured to participate in the Uniform Intermodal Interchange and Facilities Access Agreement (UIIA), we have outlined the information that must be provided to our office on behalf of your insured:

PLEASE NOTE EFFECTIVE AUGUST 1, 2012, ONLY THE ACORD 22 CERTIFICATE OF INSURANCE FORM WILL BE ACCEPTED FROM AGENTS THAT WISH TO SUBMIT PAPER CERTIFICATES TO OUR OFFICE.

1. A signed certificate of insurance that contains the following coverage and limits: (See Form 5A Explanation and Sample UIIA Acord 22 Certificate – Note that all limits for Equipment Providers outlined in these instructions are shown in US Funds. If providing limits in Canadian Funds, they should be equivalent to the limits shown in US Funds.)

General Liability with a limit of $1 million per occurrence.

Auto Liability with a CSL (combined single limit) of $1 million Auto Policy must be marked as either an “ANY AUTO”, “SCHEDULED AND HIRED” or “ALL OWNED and HIRED” policy. We cannot accept just a “ALL OWNED AUTO” or a “SCHEDULED ONLY“auto policy.

*Cargo Insurance with a limit per vehicle shown and deductibles if applicable.

*Trailer Interchange Coverage with a limit per trailer shown and deductible if applicable. This is to cover physical damage to non-owned equipment while in the care, custody and control of your insured.

Workers Compensation and Employer’s Liability (if applicable). If your insured is doing business with the railroads this coverage will need to be provided.

*NOTE: Limits for Cargo and Trailer Interchange will vary depending on the specific Equipment

Providers that your insured is going to do business with. See (Form 5B) to see a list of Equipment Providers along with the limits of insurance they require.

Please note that Section F.6. of the UIIA requires that the Motor Carrier’s insurance

policies provide a thirty (30) advance notice of any cancellation of the insurance policies provided unless cancellation is a result of non-payment in which ten (10) days notification is required. This is a contractual obligation of your insured as a signatory to the UIIA so insurance information provided to the UIIA must be endorsed to provide such coverage.

2. The Truckers Uniform Intermodal Interchange Endorsement (UIIE-1 or CA23-17) must be completed and made part of your insured’s Auto Liability Policy. On the UIIA Acord 22 certificate, you must check the box next to the language under the description of operations confirming endorsement is part of the auto policy.

Revised: 02/26/2016

3. The Equipment Providers that your insured is going to do business with will need to be named additional

insured on the appropriate policies. Your insured should provide you with the Equipment Provider Checklist (Form 5C). On this list your insured should have checked off which providers they will be doing business with. An authorized representative of the insurance agency or company will need to sign the bottom of this Equipment Provider Checklist. This list will need to be attached to the ACORD 22 certificate of insurance you provide our office. In addition, on the UIIA Acord 22 certificate you will need to check the box next to the language pre-printed under the description of operations confirming the companies on the list are additional insured on the appropriate policies. Form 5C (Equipment Provider Checklist) must be submitted with the UIIA Acord 22 Certificate. Note: Texas Insurance Agents - Please note that Form 5C (Equipment Provider Checklist) is not available for use in the state of Texas. Agents in Texas will need to submit the list of additional insureds via an alternative method – (i.e. endorsement, listed on the ACORD 101 form, etc.) Form 5C will not be accepted from agents located in the state of Texas.

NOTE: You can refer to the second page of (Form 5A) for acceptable wording for blanket

additional insured language that can be provided on the acord 101 form or by endorsement.

Please note that each time you provide insurance to the UIIA office on behalf of your insured, the Equipment Provider Checklist listing the companies that are additional insured and also confirmation of the UIIE-1 or CA23-17 endorsement will need to be provided. This applies even if the insurance policy numbers are the same as the previous certificate provided to our office. Failure to provide this information each time you submit insurance may impact your insured’s status with UIIA Equipment Providers with they do business.

4. If you provide an umbrella policy, you must make sure that you state on the certificate what coverage is

covered under this umbrella policy (Example: auto, general and etc.). 5. The National Association of Insurance Commissioners (NAIC) numbers need to be shown on the Acord

certificate for all insurance companies providing coverage. These NAIC numbers can be obtained from the “Best Key Rating Guide.” The rating of the insurance company should be provided as well.

6. All applicable exclusionary endorsements that result in limiting or restricting the policies being provided should

be included and/or noted when submitting the certificate of insurance.

Only ONE certificate of insurance with the information listed above needs to be issued to the UIIA. The certificate will need to show the Intermodal Association of North America as the certificate holder at the following address: WE DO NOT NEED SEPARATE CERTIFICATES TO BE ISSUED FOR EACH EQUIPMENT PROVIDER THAT YOUR INSURED IS DOING BUSINESS WITH.

President Intermodal Association of North America (IANA) 11785 Beltsville Drive, Suite 1100 Calverton, Maryland 20705-4048

UIIA Insurance Renewals – Expiration of Policies: The UIIA system is setup to expire insurance policies at 12:01 a.m. of the day of the expiration date which often causes confusion with the Motor Carriers thinking they have coverage until 11:59 p.m. on the expiration date, but in fact the policy expires on the first minute of that day. Therefore, Motor Carriers need to have their insurance renewal policies sent to our office prior to the expiration date. In addition, insurance agents should ensure that the effective date of a policy is concurrent with the expiration date of the policy expiring so that there is no lapse between the expiring and renewal/new policy. (i.e. A policy expires 2/1/2009 should have a renewal policy with effective date of 2/1/2009, not 2/2/2009.)

Revised: 02/26/2016

TO SUBMIT INSURANCE ON-LINE: Insurance Agents are encouraged to go to Online Insurance Registration to register for the ability to submit insurance on-line. This will expedite the processing of the information you provide on behalf of your insured.

If you prefer, you can fax the above information to our office at (301) 982-3414 or (301) 982-5478. When our office receives the information above, you will be notified of any changes or modifications that need to be made.

UNIFORM INTERMODAL INTERCHANGE & FACILITIES ACCESS AGREEMENT A program of the Intermodal Association of North America

FORM 5A

Explanation of Sample UIIA Acord 22 Certificate (See Sample Acord Certificate)

1. Full name and address of the insurance agent including phone number and fax number. 2. Specific Contact details for the individual authorized agent submitting the insurance information. 3. Name of the Insured including full address 4. Insurance Company Information

a) Full Name of Insurance companies provided on the certificate. b) NAIC Number. This number can be obtained from the Best Key Rating Guide. The certificate will not be accepted without the NAIC number. c) Best Rating of the Insurance Company.

5. Corresponding letter of insurance company that applies to the coverage listed. 6. Additional Insured Designation Box – Agent may indicate with an “X” in this box, next to the appropriate coverage, that a person or organization

listed on the certificate is additional insured. Please note the insurance agent in addition to placing an “X” in this Additional Insured box, must also state under the description that the person or organization is additional insured. The Additional Insured must be for the participating UIIA Equipment Provider and not the UIIA. The UIIA is only the certificate holder and does not require to be named additional insured.

7. Policy numbers of coverages shown on certificate. 8. Effective date of coverages shown on certificate. 9. Expiration date of coverages shown on certificate. 10. Type of auto policy shown on the certificate. This box must be marked either Any Auto or Scheduled and Hired or All Owned and Hired. We

cannot accept an auto policy that is marked Scheduled Only or All Owned Only. 11. General Liability Limits – needs to be at least one million per occurrence 12. Auto Liability Limits – needs to be at least one million combined single limit 13. Cargo – The UIIA Acord 22 form has a designated box to show cargo coverage. The limit per vehicle is required. 14. Cargo Deductible – The UIIA Acord 22 form has a designated box to show the deductible for cargo. 15. Trailer Interchange/Physical Damage – The UIIA Acord 22 has a designated box to show trailer interchange. The limit per trailer is required. 16. Trailer Interchange Deductible – The UIIA Acord 22 has a designated box to show the deductible for trailer interchange. 17. If an excess policy is shown on the certificate, you must specify on the certificate what coverages are covered under this excess policy. 18. Workers Compensation/Employer’s Liability Coverage 19. The UIIA Acord 22 Form contains the specific language under the Description of Operations regarding the Truckers Uniform

Intermodal Interchange Endorsement and the additional insureds. INSURANCE AGENTS MUST CHECK THE BOX TO THE RIGHT OF THE LANGUAGE TO CONFIRM THAT IT APPLIES TO THE INSURANCE INFORMATION BEING PROVIDED.

20. All certificates of insurance must be signed by an authorized insurance representative before being accepted. 21. Equipment Provider Checklist

a) All Equipment Providers with whom the insured does business or intends to business will need to be checked off on the Equipment Provider Checklist.

b) The insured’s company name, address, phone and fax must be provided. c) Equipment Provider checklist must be signed by an authorized representative of the insurance agency.

COVERAGES AND ENDORSEMENTS LISTED ON THE CERTIFICATE GENERAL LIABILITY — 1 million per occurrence must be shown on the certificate. AUTO LIABILITY — 1 Million combined single limit must be shown on the certificate. CARGO LIABILITY — Limit per vehicle must be shown on the certificate in addition to any deductible applicable to the policy. TRAILER INTERCHANGE PHYSICAL DAMAGE — This coverage must be worded on the certificate as trailer interchange physical damage and a limit per trailer must be shown in addition to any deductible applicable to the policy. WORKERS COMPENSATION/EMPLOYER'S LIABILITY — Show this coverage on the certificate if applicable. EXCESS POLICIES – If excess policies provided on certificate, agent must specify to what coverages these policies apply. TRUCKER'S UNIFORM INTERMODAL INTERCHANGE ENDORSEMENT AND ADDITIONAL INSUREDS— The check box under the description of operation must be checked to confirm that the UIIE-1 or CA23-17 equivalent is part of the auto liability policy and that the Equipment Providers on the Equipment Provider Checklist are additional insured on the auto, general and trailer interchange where applicable. EXCLUSIONS - All applicable exclusionary endorsements that result in limiting or restricting the policies should be included and/or noted when submitting the certificate of insurance. CANADIAN FUNDS - Limits provided in Canadian Funds must be equivalent to the limits for each Equipment Provider your insured does business with which are shown in the instructions in US Funds. Advanced Cancellation Notice Required under Section F.6.d. – The UIIA requires 30 days advanced notice of cancellation on all policies provided on behalf of Motor Carriers unless the cancellation is a result of non-payment of premium in which 10 days advanced notice of cancellation is required. Agents should ensure that insurance coverage bound for the insured is endorsed to provide the required notice of cancellation that the Motor Carrier is contractually obligated to provide as a signatory to the UIIA should cancellation of any of their insurance policies occur.

Acceptable Additional Insured Wording on the Certificate

The UIIA Acord 22 form has the additional insured language pre-printed on certificate and just requires agent to check box to the left hand-side of language and include completed Equipment Provider Checklist. The following wording for a blanket additional insured endorsement will be accepted if the agent wants to provide on the ACORD 101 form:

All water/rail carriers and leasing companies, participating in the UIIA, are named additional insured on auto, general and trailer interchange where required by written contract.

or

Any person or organization that the insured is under a signed contract with, are named additional insured in regards to auto, general and trailer interchange.

ONLY ONE ACORD CERTIFICATE OF INSURANCE NAMING THE EQUIPMENT PROVIDERS WITH WHOM YOUR INSURED DOES BUSIENSS IS REQUIRED. Multiple certificates may result in a delay in data entry, which could affect the Motor Carrier’s ability to transact business in a timely manner.

DATE (MM/DD/YYYY)

INTERMODAL INTERCHANGE CERTIFICATE OF INSURANCE

INSRADDL

LIMITSDATE (MM/DD/YYYY)POLICY EXPIRATION

DATE (MM/DD/YYYY)POLICY EFFECTIVE

POLICY NUMBERTYPE OF INSURANCELTRINSR

DESCRIPTION OF OPERATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

The Truckers Uniform Intermodal Interchange Endorsement (Form UIIE-1 or CA 23-17 equivalent) is part of the auto policy(ies). The attached list of providers are additional insureds in

regards to the auto liability. Those providers with (*) are additional insureds on the general liability and those with (**) are additional insureds on trailer interchange coverage.

PER TRAILER DED $

CARGO

PER VEHICLE DED $

TRAILER INTERCHANGE

PHYSICAL DAMAGE $

$

LIMIT PER TRAILER

LIMIT PER VEHICLE

OCCURCLAIMS-MADE

COMMERCIAL GENERAL LIABILITY

GENERAL LIABILITY

GEN'L AGGREGATE LIMIT APPLIES PER:

PREMISES (Ea occurence) $DAMAGE TO RENTED

EACH OCCURRENCE $

MED EXP (Any one person) $

PERSONAL & ADV INJURY $

GENERAL AGGREGATE $

PRODUCTS - COMP/OP AGG $

POLICY

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOSPROPERTY DAMAGE(Per accident)

$

COMBINED SINGLE LIMIT(Ea accident)

$

BODILY INJURY(Per accident)

$

$BODILY INJURY (Per person)

COVERAGES

POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCHANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED ORTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING

$RETENTION

DEDUCTIBLE

CLAIMS-

OCCUR

$

$

AGGREGATE $

EACH OCCURRENCE $UMBRELLA LIAB

EXCESS LIABMADE

WC STATU-TORY LIMITS

OTH-ER

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE

E.L. DISEASE - POLICY LIMIT

$

$

$

ANY PROPRIETOR/PARTNER/EXECUTIVE

If yes, describe underSPECIAL PROVISIONS below

(Mandatory in NH)OFFICER/MEMBER EXCLUDED?

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

ACORD 22 (2012/04)

© 2006-2012 ACORD CORPORATION. All rights reserved.

The Intermodal Association of North America

Suite 1100Calverton, MD 20705-4048

11785 Beltsville Drive

President

CERTIFICATE HOLDER

The ACORD name and logo are registered marks of ACORD

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

INSURED

PHONE(A/C, No, Ext):

PRODUCER

PRODUCERCUSTOMER ID #:

ADDRESS:E-MAIL

FAX(A/C, No):

CONTACTNAME:

NAIC #

INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER(S) AFFORDING COVERAGE RATINGBEST

AUTHORIZED REPRESENTATIVE

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

Equipment Provider List Form 5C

CHECK ALL APPROPRIATE BOXES 2/26/16

ACL/Grimaldi Group/Inarme (*)(**)

APL Co. Pte Ltd/Eagle Marine Services (EMS)(*)(**)

Bermuda Container Line, Limited (*)

BNSF Railway Company (*)

Bridge Chassis Supply LLC & Affiliates (Kawasaki Kisen Kaisha Ltd., “K” Line America, Inc., “K” Line New York, Inc. and Multimodal Engineering Corporation) (*) (**)

Canadian National/llinois Central Railroad (*)

Canadian Pacific Railway-US (SOO Line and D&H) (*)

China Shipping Container Line (*)(**)

CMA-CGM (America) LLC

COFC Logistics LLC

Consolidated Chassis Management LLC (*) (**) COSCO North America, Inc./COSCO Container Lines Co., Ltd./COSCO

Container Lines Americas, Inc./China Ocean Shipping Company America, Inc.

CSX Intermodal Terminals, Inc. (*) (**)

Eimskip USA, Inc.

Evergreen Shipping Agency (America) Corporation (*)(**)

Galborg Pte Ltd (trading as GAL) (*) (**)

Hamburg Sud North America, Inc. (*) ( formerly HSAC Logistics,Inc.)

Hanjin Shipping Co., Ltd. (*) (**)

Hapag-Lloyd (America) Inc. (*)(**)

Horizon Lines, LLC (formerly CSX Lines, LLC) (*)

Hyundai Merchant Marine, Inc. (America) (**)

Iowa Interstate Railroad Ltd.

K-Line America, Inc. (Kawasaki Kisen Kaisha, Ltd.) (*)(**)

Kansas City Southern Railway (KCS) - (*)

Maersk Agency USA, Inc. as agent for A.P. Moller-Maersk (dba Maersk Line/Safmarine/Maersk Domestic/SeaLand) (*)

Matson Navigation Company (*) (**)

Matson Navigation Company of Alaska LLC (*)

Mediterranean Shipping Co. SA (*) (**)

MOL (America), Inc. (Mitsui)

National Shipping of America, LLC, c/o National Shipping Agencies (*)

Nippon Yusen Kaisha (NYK Line North America) (*) (**)

NileDutch America B.V. )

Nordana Line (*)(**)

Norfolk Southern Corporation (*)

North American Chassis Pool Cooperative LLC (*)(**)

OL&T FoodTrans LLC (*)(**)

OOCL (USA), Inc as agent for Orient Overseas Container Line Limited. & OOCL (Europe) Limited (*)(**)

Pacific International Lines (Private) Limited

Pasha Hawaii Holdings LLC (*)(**)

Schuyler Line Navigation Company LLC

Seaboard Marine Ltd. (*) (**)

Somers Isles Shipping Ltd. (*)

Swire Shipping (formerly Indotrans, Inc. & Indotrans Pacific)

Tiger Cool Express LLC (*)

Tote Maritime Puerto Rico LLC (formerly Sea Star Lines, LLC) (*) (**)

TransAtlantic Lines LLC (*)

Turkon Container Transportation & Shipping, Inc.

Union Pacific Railroad Co. (**)

United Arab Shipping Company, c/o United Arab Agencies (*)

US Lines LLC (formerly ANL-USL)

Virginia International Terminals, Inc.(Virginia Inland Ports)(*) (**)

Wan Hai Lines, Ltd. (*)

XPO Stacktrain, LLC (*)(**) (Effective 8/27/2015)

Yangming Marine Transport c/o Yang Ming (America) Corporation (*) (**)

Zim American Integrated Shipping Service Co LLC (*) (**)

Note: All the above providers require to be named additional insured on the Auto Liability. In addition to naming the companies indicated above additional insured on Auto Liability:

(*) The companies above indicated with a single asterisk require that you make them additional insured on your General Liability Policy. (**) The companies above indicated with a double asterisk require that you make them additional insured on your Cargo and/or Trailer

Interchange Coverages.

Please complete this form and fax it Uto your insurance agent. MOTOR CARRIERS COMPANY NAME:

ADDRESS:

PHONE: FAX:

MOTOR CARRIERS EMAIL ADDRESS: ______________________________________________________________________________

INS. AGENT OR INS. CO. SIGNATURE: X DATE:

INS. AGENT OR INS. CO. EMAIL ADDRESS: __________________________________________________________________________

This form must be signed by the insurance agent & sent to the UIIA Office Uwith a copy of the certificateU stating the following: The attached list of providers are named

additional insured on Auto. Those companies marked with (*) are additional insured on General and those marked with (**) are additional insured on Trailer Interchange..

REMINDER: SECTION F.6. OF THE UIIA REQUIRES THIRTY (30) DAYS NOTICE OF ANY CANCELLATION OF THE INSURANCE POLICIES BE PROVIDED TO IANA, UNLESS

CANCELLATION IS A RESULT OF NON-PAYMENT OF PREMIUM IN WHICH CASE TEN (10) DAYS ADVANCE NOTICE IS REQUIRED.

*Note: This form is not available for use in Texas.

Equipment Provider Auto Auto Max

Deductible

General General Max

Deductible

Cargo Cargo Max

Deductible

Trailer

Interchange

Trailer

Interchg Max

Deductible

Workers

Compensation

Employer's

Liability

Addl Paperwork Required

APL Limited 1 million 1 million * 100,000 20,000 **

ACL/Grimaldi Group/Inarme 1 million 1 million * 100,000 25000**

Bermuda Container Line Limited 1 million 1 million * 100,000 15,000

BNSF Railway Company 1 million 1 million * 100,000 20,000 Yes

Bridge Chassis Supply LLC 1 million 1 million * 100,000 15,000 **

Canadlan National/Illinois Central 1 million 1 million * 100,000 20,000 Yes

Canadian Pacific-US (SOO Line/D&H) 1 million 1 million * 100,000 20,000 Yes

China Shipping Container Line 1 million 1 million * 100,000 25,000 **

CMA-CGM (America) LLC 1 million 1 million 100,000 25,000

COFC Logistics LLC 1 million 1 million 20,000

Consolidated Chassis Management 1 million 1 million* 100,000 25,000** Yes

COSCO North America, Inc./COSCO

Container Lines Americas, Inc./China Ocean

Shipping Company Americas, Inc./COSCO

Container Lines Co. Ltd. 1 million 1 million 100,000 25,000

CSX Intermodal Terminals, Inc. 1 million 1 million * 100,000 20,000** Yes 100/500/100 Yes

Eimskip USA, Inc. 1 million 1 million 1,000 25,000

Evergreen America Corporation 1 million 1 million* 100,000 25000** Yes

Galborg Pte Ltd (Gulf Africa Line) 1 million 1 million * 50,000 25,000 **

Hamburg Sud North America, Inc. 1 million 5,000 1 million * 5,000 100,000 5,000 25,000 1,000

Hanjin Shipping Co. Ltd. 1 million 1 million * 100,000 25,000 **

Hapag-Lloyd (America), Inc. 1 million 1 million * 20,000 **

Horizon Lines, LLC 1 million 1 million * 100,000 25,000 Yes

Hyundai Merchant Marine, Inc. 1 million 1 million 100,000 30,000 **

Iowa Interstate Railroad 1 million 1 million 100,000 25,000 Yes

K-Line America, Inc. 1 million 1 million* 100,000 25000**

Kansas City Southern Railway Co. 1 million 1 million* 100,000 25,000 Yes 500/500/500 Yes

Maersk Agency USA, Inc. as agent for A.P.

Moller-Maersk (dba Maersk

Line/Safmarine/Maersk Domestic/SeaLand)

1 million 1 million * 100,000 25,000

Matson Navigation Company 1 million 1 million * 100,000 20,000 **

Matson Navigation Co. of Alaska LLC 1 million 1 million * 100,000 25,000 Yes

Mediterranean Shipping Company SA 1 million 1 million * 20,000 **

MOL (America), Inc. 1 million 1 million 100,000 15,000

National Shipping of America, LLC 1 million 1 million * 100,000 25,000

NileDutch America B.V. 1 million 1 million 100,000 15,000

Nippon Yusen Kaisha (NYK Line) 1 million 1 million * 100,000 15,000 **

Nordana Line 1 million 1 million * 50,000 25,000 **

Norfolk Southern Corporation 1 million 1 million * 100,000 20,000 Yes 100/500/100 Yes

North American Chassis Pool Cooperative 1 million 1 million * 100,000 25,000 **

OL&T FoodTrans LLC 1 million 1 million * 100,000 25,000 ** 1,000 Yes 100/500/100

OOCL (USA), Inc. as agents for Orient

Overseas Container Line Limited & OOCL

(Europe) Ltd.

1 million 1 million * 100,000 15,000 **

Pacific International Lines (Pte) Ltd. 1 million 1 million 100,000 15,000

UIIA Equipment Provider Required Insurance Coverage w/Limits

All UIIA Equipment Providers require to be named additional insured on Auto Liability. Those with a (*) next to the General Liability Limit require to be additional insured on General Liability. Those with a (**) next to the Trailer

Interchange Limit require to be additional insured on Trailer Interchange as well.

*Please note that all limits below are shown in US Funds. If providing limits in Canadian funds, the limit should be equivalent to the US Funds limits shown below.

Equipment Provider Auto Auto Max

Deductible

General General Max

Deductible

Cargo Cargo Max

Deductible

Trailer

Interchange

Trailer

Interchg Max

Deductible

Workers

Compensation

Employer's

Liability

Addl Paperwork Required

Pasha Hawaii Holdings LLC 1 million 1 million * 100,000 25,000 **

Schuyler Line Navigation Company LLC 1 million 1 million 100,000 25,000

Seaboard Marine Ltd. 1 million 1 million * 100,000 5,000 25,000 ** 1,000

Somers Isles Shipping Ltd. 1 million 1 million * 100,000 15,000

Swire Shipping 1 million 1 million 100,000 15,000

Tiger Cool Express LLC 1 million 1 million * 100,000 65,000 Yes 100/500/100

Tote Maritime Puerto Rico (formerly Sea Star

Line) 1 million 1 million * 100,000 25,000 **

TransAtlantic Lines 1 million 1 million 100,000 20,000

Turkon Container Transp & Shipping Inc. 1 million 1 million 100,000 15,000

Union Pacific Railroad Company 1 million 1 million 100,000 25,000 ** Yes 500/500/500 Yes

United Arab Shipping Company 1 million 1 million * 25,000

US Lines LLC (formerly ANL-USL) 1 million 1 million 100,000 15,000

Virginia Intl Terminal (VA Inland Port) 1 million 1 million * 100,000 25,000 ** Yes

Wan Hai Lines Ltd. 1 million 1 million 100,000 25,000

XPO Stacktrain (formerly: Pacer Stacktrain) 1 million 1 million * 100,000 25,000

Yangming Marine Transport 1 million 1 million* 50,000 1,000 20,000** 1,000

Yangming Alternate Cargo& Ded Limit 100,000 5,000

Zim American Integrated Shipping Services

Co., LLC 1 million 50,000 1 million * 50,000 100,000 50,000 25,000 ** 50,000

UIIA Basic Requirements 1 million 1 million Yes - UIIE-1, CA23-17 or

TE23-17B endorsement.

KEY TO ADDL INSURED REQUIREMENTS

EP requires to be addl insured on auto

(*)EP requires to be addl insured on general

(**)EP requires to be addl insured on trailer

interchange

revised: 2/26/16

THIS FORM MUST BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF YOUR INSURANCE COMPANY

Revised 1/17/05

FORM UIIE -1

TRUCKERS UNIFORM INTERMODAL INTERCHANGE ENDORSEMENT (IANA FORM UIIE-1)

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Endorsement Effective:

Policy Number:

Name Insured: Countersigned By: (Authorized Representative of Ins. Co.)

It is agreed that such insurance as is afforded by the policy for Auto Bodily Injury and Property Damage Liability applies to liability assumed by the named insured, as “Motor Carrier Participant,” under Subsection F.4. of the Uniform Intermodal Interchange and Facilities Access Agreement, and any subsequent amendments thereto: F. Liability, Indemnity, and Insurance F.4. Indemnity

a. Subject to the exceptions set forth in Subsection (b) below, Motor Carrier agrees to defend, hold harmless and fully indemnify the Indemnitees (without regard to whether the Indemnitees’ liability is vicarious, implied in law, or as a result of the fault or negligence of the Indemnitees), against any and all claims, suits, loss, damage or liability, for bodily injury, death and/or property damage, including reasonable attorney fees and costs incurred in the defense against a claim or suit, or incurred because of the wrongful failure to defend against a claim or suit, or in enforcing subsection F.4 (collectively, the “Damages”), caused by or resulting from the Motor Carrier’s: use or maintenance of the Equipment during an Interchange Period; and/or presence on the Facility Operator’s premises.

b. Exceptions: The foregoing indemnity provision shall not apply to the extent Damages: (i) occur during the presence of the

Motor Carrier on the Facility Operator’s premises and are caused by or result from the negligent or intentional acts or omissions of the Indemnitees, their agents, employees, vendors or third party invitees (excluding Indemnitor); or (ii) are caused by or result from defects to the Equipment with respect to items other than those set forth in Exhibit A, unless such defects were caused by or resulted from the negligent or intentional acts or omissions of the Motor Carrier, its agents, employees, vendors, or subcontractors during the Interchange Period.

Subject to the following provisions: 1. The limits of the company's liability under this policy for damages because of bodily injury and property damage arising out of

the use, operation, maintenance or possession of interchange equipment shall be the applicable amount stated below and designated by an “x” unless a greater amount is otherwise stated in the policy as applicable to such bodily injury or property damage.

[ ] Single Limit Bodily Injury and Property Damage ........................................ $1,000,000 Each Accident (or the Equivalent) 2. The company shall: (a) Upon issuance of this endorsement, furnish to the President, The Intermodal Association of North America, 11785

Beltsville Drive, Suite 1100, Calverton, Maryland 20705-4048, a properly executed Certificate of Insurance which carries the notation that the company has issued to the named insured Motor Carrier a policy of liability insurance; and

(b) Upon cancellation or termination of the policy of which this endorsement forms a part, furnish a notice of such cancellation or termination NOT LESS THAN 30 DAYS prior to the effective date of such cancellation or

termination, such notice to be mailed to said President at the above address.