EXHIBIT 10.15
ADDENDUM TO DEDICATED TRANSPORTATION AGREEMENT
This Addendum to Dedicated Transportation Agreement (this "Addendum")
is made and entered into as of the 1st day of August, 2001, by and between
Sonoco Products Company and its subsidiaries and affiliates (collectively
referred to as "the Company"), and Landair Transport, Inc., (referred to as
"Carrier").
W I T N E S S E T H:
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WHEREAS, the Company and Carrier have entered into a certain Dedicated
Transportation Agreement dated as of August 1, 1999, including all exhibits,
schedules, addenda and amendments thereto, (collectively, the "Master
Agreement"); and
WHEREAS, the Company and Carrier have agreed to amend the Master
Agreement in accordance with the terms and provisions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Defined Terms. Each capitalized term used in this Addendum, but not
otherwise defined herein, shall have the same meaning ascribed to such term in
the Master Agreement.
2. Conflicting Provisions. The parties agree that the terms and
conditions of this Addendum shall supercede any inconsistent provision contained
in the Master Agreement, including, but not limited to, terms and conditions
relating to trailers.
3. Term. Upon execution of this Addendum, the term of the Master
Agreement is hereby amended to extend the term of the Master Agreement up to and
including July 31, 2004.
4. Deferral of 2001 Rate Increase. Carrier and the Company agree that
the one percent (1%) annual rate increase for August 1, 2001 through July 31,
2002 shall be deferred until August 1, 2002.
5. "Evergreen" Extension Clause. The parties agree that Paragraph 23 of
the Master Agreement is hereby amended by deleting each instance of the use of
"90 days" and replacing therewith "180 days". It is the intention of the
Evergreen Extension Clause that each party shall have at least 180 days advance
written notice of the other party's intention not to continue under the Master
Agreement; provided, however, the Company shall have the right to terminate the
Master Agreement on 90 days prior written notice should Carrier fail to correct
and maintain acceptable service performance levels within 30 days prior written
notice to Carrier of specific performance deficiencies. All other terms and
provisions of Paragraph 23 of the Master Agreement remain unaltered.
6. Monthly Trailer Rental Charges. Effective August 1, 2001, the Company
shall pay to Carrier the monthly trailer rental charges as and for the trailers
set forth on Exhibit A to this Addendum.
7. Delivery of Trailers. Carrier and the Company hereby acknowledge and
accept delivery by Carrier to the Company of each trailer set forth on Exhibit
A. The parties acknowledge and agree that each trailer complies with all
applicable federal safety standards in effect at the earlier of the manufactured
date of the trailer or the date of this Addendum.
8. Trailer Maintenance. Provided Carrier is providing the transportation
and related services under the Master Agreement and is involved in the transport
of the trailers, at Carrier's expense, Carrier shall:
(a) Inspect, lubricate and provide maintenance for normal wear
and tear as reasonably required to maintain each trailer in
good repair, mechanical condition and running order;
(b) Xxxx each trailer with such insignia and markings, including
markings certifying Carrier to be the trailer owner, as
required by or under all applicable laws and regulations, and
maintain all such insignia and markings in good order and
appearance; and
(c) Replace worn tires on each trailer in accordance with federal
and state vehicle safety regulations.
9. Physically Damaged Trailers. In the event that any trailer shall
become physically damaged as a result of the negligence of the Company, the
Company shall notify Carrier of the nature of the damage and the location of the
trailer and deliver such damaged trailer to a location designated by Carrier for
repair. If the damage is such that the trailer cannot be returned to such
location, Carrier shall direct the Company to a repair facility of Carrier's
choosing in order to determine the cause and cost of repairs and the Company
will bear the cost of the repairs and the cost to move such trailer to the
designated repair facility.
10. Replacement Trailers. In the event that a trailer shall become
totally destroyed, stolen or otherwise unavailable to or unusable by the Company
for the balance of the term of the Master Agreement, for any reason whatsoever,
the Company shall provide notice thereof to Carrier. Should this occur, Carrier
shall furnish a replacement trailer of like condition and value prior to the
incident causing the unavailability or unusability of such trailer. Monthly
rental for the time such trailer is unavailable or unusable shall xxxxx until
delivery of the replacement trailer to the Company. If Carrier is unable to
provide a trailer of similar condition and vintage, Carrier shall provide
Company with the option to select from available and appropriate trailers at
rental rates similar to others in the rental schedule. Carrier will not replace
any trailers with trailers more than two years old without prior approval from
Company. Carrier will not provide
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any trailers older than 9 years old for the Company, unless otherwise agreed to
and approved by the Company.
11. Indemnification. The Company shall indemnify and hold Carrier
harmless from:
(a) any loss or damage Carrier may sustain as a result of any
damage to or loss of any trailer due to any cause,
including without limitation, collision, fire, lightning,
theft, explosion, flood, windstorm or Act of God;
(b) any loss or damage Carrier may sustain as a result of the
death or injury to, or damage to the property, including
cargo of any third person, as a result, in whole or in
part, of the use or condition of any trailer;
(c) any loss, claim, liability, damages, expense or
disbursement, penalty or fine, disposal, remediation or
corrective action, cost, forfeiture or seizure that may
arise in whole or in part from the use or condition,
actual or alleged, of the Company of any trailer or the
failure, actual or alleged, of the Company to use and
maintain any trailer as provided under this Addendum and
in compliance with applicable laws, unless such loss or
damage arises from Carrier's gross negligence; and
(d) any claim, lien or liability arising from work performed
or for materials supplied in connection with the operation
or maintenance of any trailer.
12. Trailer Rental or Buyout Provisions. Carrier and the Company agree
that the buyout prices for the respective trailers at the end of the term of the
Master Agreement shall be derived from Exhibit A hereto.
(a) In the event the Company extends the term of the Master
Agreement beyond July 31, 2004, the Company shall have
the option of:
(i) purchasing all of the then remaining trailers for
the respective buyout prices derived from Exhibit A
hereto; or
(ii) continuing to rent the then remaining trailers for
the monthly terms and at the rates set forth on
Exhibit A and such trailers shall remain the
property of Carrier at the end of the monthly
rental terms.
(b) In the event the Company terminates Carrier's services
pursuant to Paragraph 23 of the Master Agreement, as
amended hereby, effective July 31, 2004, the Company or
its designated vendor shall purchase all of the then
remaining trailers at the buyout price(s) derived from
Exhibit A.
(c) Prior to the purchase of the trailers as set forth in this
Section 12, each trailer shall be inspected by the Company
or a designated vendor of the
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Company and shall meet or exceed Department of
Transportation and Federal Highway Administration
requirements. The Company shall be solely responsible for
all inspection costs and Carrier shall be solely responsible
for the costs of any mutually agreed upon repairs following
inspection; provided, however, Carrier shall not be
responsible for any repair expense resulting from damages
to the trailers caused by the Company or its customers.
13. Ratification. Except as specifically amended and modified herein,
all terms and provisions of the Master Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Addendum
effective as of the day and date first above written.
SONOCO PRODUCTS COMPANY LANDAIR TRANSPORT, INC.
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxx
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Its: Director Its: President
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