FORM AGREEMENT B-3 MASTER CHASSIS CONTRIBUTION

FORM AGREEMENT B-3
MASTER CHASSIS CONTRIBUTION AGREEMENT
THIS CHASSIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this _____
day of _____________, 20__, by and between (CCM POOL LLC NAME), a Delaware limited
liability company (“(CCM POOL NAME)”), and ______________________________, (the
“Contributor”). Whereby the parties mutually agree to the terms and conditions set forth in the
following pages, in witness thereof, the parties have executed this Agreement through their duly
authorized representatives.
(CCM POOL LLC NAME)
CONTRIBUTOR
Name of Contributor:
By:
By:
Print Name:
Print Name:
Title:
Title:
1
RECITALS
R-1
Contributor is an entity that uses intermodal chassis or rents or leases intermodal
chassis to its Customers for over-the-road transport of containerized cargoes, primarily in
international commerce.
R-2
(CCM POOL NAME) has established a pool of intermodal chassis for use in over-theroad transportation of international shipping containers (the “Chassis Pool”) to be utilized in
connection with intermodal activities at Terminals operated by one or more Terminal Operators.
R-3
Contributor desires to contribute chassis to the Chassis Pool and to participate as a
User in the Chassis Pool so that it can use Pool Chassis or make Pool Chassis available to its
Customers.
R-4
(CCM POOL NAME) desires to have such Chassis available for use by the Users of the
Chassis Pool to facilitate the movement of international ocean carrier cargo to and from the
Terminals.
R-5
(CCM POOL NAME) and Contributor desire to set forth the terms and conditions upon
which Contributor will contribute Chassis to (CCM POOL NAME) for use in the Chassis Pool.
Now, therefore, in consideration of the mutual promises set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (CCM
POOL NAME) and Contributor agree as follows:
ARTICLE 1. DEFINITIONS.
The following terms shall have the following meanings in this Agreement:
“Chassis” or “Pool Chassis” shall mean one or more of the types of chassis for over-the-road
transportation of shipping containers listed on Exhibit 1 to this Agreement, as it may be
amended from time to time, and which have been contributed to the Chassis Pool.
“CIR” shall mean a Chassis Induction Report in substantially the form provided for in the (CCM
POOL NAME) Operations Manual.
“Customer” shall mean an entity that rents or leases one or more Chassis from a User.
“License Agreement” shall mean a License and Access Agreement which has been entered into
by (CCM POOL NAME) and one or more Terminal Operators relating to access to and
operations within one or more Terminals.
“Major Maintenance and Repairs” means the maintenance and repair to Chassis supplied by
Contributor required to repair the defects described on Exhibit 2 to this Agreement.
“(CCM POOL NAME) Operations Manual” shall mean the (CCM POOL NAME) Operations
Manual for the Chassis Pool as it may be amended from time to time.
“Pool Manager” shall mean the Manager appointed from time to time by (CCM POOL NAME)
pursuant to the “(CCM POOL NAME) Management and Agency Agreement.”
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“Replacement Cost” means the replacement cost of a Chassis stated in the (CCM POOL
NAME) Operations Manual.
"Standards" shall mean with respect to (i) the operating condition of each Chassis, and (ii) each
item of the maintenance and repair of each Chassis, the more stringent of (a) the then current
U.S. Department of Transportation safety requirements (including, but not limited to, Federal
Motor Carrier Safety Administration and other state and federally mandated requirements then
in effect); and/or (b) the documented standards for maintenance, repair, and operating condition
for Chassis adopted by (CCM POOL NAME) and set forth in its Operations Manual or other
written procedures.
“Terminal” or “Terminals” shall mean any one or more marine, rail, or other inland terminal
facilities, and such other common start stop locations as (CCM POOL NAME) may determine in
its discretion from time to time to include within the Chassis Pool which will be listed in the
(CCM POOL NAME) Operations Manual.
“Terminal Operator” shall mean the entity that operates a Terminal.
“User” shall mean a user of the Chassis in the Chassis Pool who has executed a written Master
Chassis Use Agreement with (CCM POOL NAME).
ARTICLE 2: CONTRIBUTION OF CHASSIS
2.1
Contribution of Chassis. Contributor shall contribute the Chassis to (CCM POOL NAME)
for use in the Chassis Pool in the quantities and on the terms of this Agreement. This
agreement constitutes a grant of use of Chassis by Contributor to (CCM POOL NAME) and for
use of the Chassis by other Users. Such contribution does not constitute a lease, rental, or sale
and does not change the ownership or lease status of the Chassis contributed.
2.2
Quantity of Chassis Contributed.
2.2.1
Contributor agrees to contribute the number and size of chassis set forth in
Exhibit 1 hereto. Contributor agrees to contribute, and (CCM POOL NAME) agrees to receive,
those chassis into the Chassis Pool during the dates set forth in Exhibit 1 and subject to the
terms hereof. After such chassis are received into the Chassis Pool, no other Contributor
chassis (except for special use chassis) will be left on the Terminals for regular use at the
Terminals.
2.2.2
(CCM POOL NAME) may require Contributor to withdraw some of those
Chassis which Contributor has contributed to the Pool from time to time in accordance with the
procedures and limitations in the (CCM POOL NAME) Operations Manual.
2.2.3 (CCM POOL NAME) may require Contributor to contribute additional Chassis to
the Chassis Pool. Such requirement shall be subject to the procedures in the (CCM POOL
NAME) Operations Manual.
ARTICLE 3: USE OF CHASSIS
3.1
Contributor may use Chassis in the Chassis Pool subject to Contributor’s execution and
compliance with (CCM POOL NAME)’s Master Chassis Use Agreement. (CCM POOL NAME)
is authorized to permit the use of Chassis contributed by Contributor hereunder by other Users
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that have executed (CCM POOL NAME)’s Master Chassis Use Agreement, including direct
Users and Customers of Users.
ARTICLE 4: TERM
4.1
The term of this Agreement (“Term”) shall be one (1) year from the date first set forth
above and shall automatically renew for successive one (1) year periods. Notwithstanding the
foregoing, either Contributor or (CCM POOL NAME) may terminate this Agreement by giving
ninety (90) days advance written notice to the other party of intent to terminate this Agreement,
and this Agreement shall terminate on such date as is specified in the notice, unless (CCM
POOL NAME) and Contributor agree to an earlier or later date.
4.2
(CCM POOL NAME) may terminate this Agreement for cause if: (i) Contributor commits
a material breach of its obligations hereunder or fails to comply with a material requirement or
duty hereunder, and fails to cure same within thirty (30) days written notice of such breach; (ii)
Contributor fails to pay undisputed amounts billed to it for sums due hereunder and fails to cure
same within ten (10) days written notice of such failure; and/or (iii) Contributor enters or is
placed in bankruptcy, trusteeship, liquidation, or similar proceeding, voluntarily or involuntarily.
4.3
Contributor may terminate this Agreement for cause if: (i) (CCM POOL NAME) commits
a material breach of its obligations hereunder or fails to comply with a material requirement or
duty hereunder, and fails to cure same within thirty (30) days written notice of such breach;
and/or (ii) (CCM POOL NAME) enters or is placed in bankruptcy, trusteeship, liquidation, or
similar proceeding, voluntarily or involuntarily.
4.4
If not otherwise terminated this Agreement shall terminate upon the termination of
Chassis Pool operations as determined by (CCM POOL NAME) in its discretion.
4.5
Notwithstanding a termination of this Agreement, both parties shall be responsible for all
obligations, costs, and liabilities incurred hereunder with respect to matters occurring through
the effective date of the termination, including but not limited to any obligation of indemnification
provided for under this Agreement. Neither party shall be responsible for obligations arising
after the effective date of termination; provided, however, that upon termination of this
Agreement, (CCM POOL NAME) shall promptly return all of Contributor’s Chassis to Contributor
as those Chassis are returned to the Terminals by Users pursuant to the procedure in the (CCM
POOL NAME) Operations Manual. Until such return of all of Contributor’s Chassis to the
Contributor, Contributor and (CCM POOL NAME) shall be responsible for all obligations, costs,
and liabilities provided for hereunder with respect to such Chassis for matters occurring through
the date of the return of such Chassis to Contributor, as provided herein, including but not
limited to all obligations of insurance and indemnification provided for under Article 8 of this
Agreement.
ARTICLE 5: PROCEDURES FOR CONTRIBUTION AND REMOVAL OF CHASSIS
5.1
Contribution of Chassis. Chassis shall be delivered and accepted into (CCM POOL
NAME) at the Terminal and in such quantities specified by (CCM POOL NAME) in accordance
with the procedures for contributing Chassis to the Pool set forth in the (CCM POOL NAME)
Operations Manual.
5.2
Voluntary Withdrawal of Chassis. If a Contributor desires to retrieve a Chassis and
remove it from the Chassis Pool, (CCM POOL NAME) shall endeavor to make the Chassis
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available to the Contributor for retrieval by the Contributor. The Contributor may specify which
Chassis it desires to be returned, as long as those Chassis are unladen and on a
Terminal. Notwithstanding the foregoing, however, Contributor may not remove more than
three percent (3%) of the total number of Chassis in the Chassis Pool in any three (3) month
period without (CCM POOL NAME)’s prior written approval, which will not be withheld as long
as such withdrawal will not in the reasonable judgment of (CCM POOL NAME) materially impair
the availability of Chassis to Users of the Chassis Pool. Such withdrawal is subject to the
procedures and additional limitations in the (CCM POOL NAME) Operations Manual.
5.3
Pool Identification Number. When a chassis is accepted into the Chassis Pool, (CCM
POOL NAME) shall identify the chassis using a Pool Identification Number which shall (i) be
plainly visible and which shall be conspicuously displayed on the Chassis, and (ii) be used in
connection with (CCM POOL NAME)’s Chassis management program. The Pool Identification
Number may be the number already assigned and marked on the chassis by the Contributor.
ARTICLE 6: CHASSIS MANAGEMENT
6.1
(CCM POOL NAME) shall maintain records of, among other items, the serial number
and Pool Identification Number of each Chassis, the date each Chassis was received by (CCM
POOL NAME), the date each Chassis was returned to Contributor, maintenance, repair, and
inspection activities, and the serial numbers of Chassis that were rejected by (CCM POOL
NAME). Such records may, in (CCM POOL NAME)’s discretion, be combined with or
subsumed under (CCM POOL NAME)’s master record-keeping system for Chassis. Such
records may be kept solely in electronic form in (CCM POOL NAME)’s discretion. Upon
reasonable notice and at reasonable times, Contributor may inspect such records pertaining to
its contributed equipment. If the computerized system permits, in (CCM POOL NAME)’s
discretion (CCM POOL NAME) may allow Contributor to have read-only access to such
electronic Chassis records. (CCM POOL NAME) may place identifying markings on the
Chassis.
6.2
(CCM POOL NAME) represents and warrants to Contributor that it will operate the
Chassis Pool in a prudent and safe manner, will take commercially reasonable actions to protect
the Chassis from damage and improper use, and will implement a systematic inspection,
maintenance and repair process meeting mandatory federal requirements and that such
systems will be based upon the Standards. (CCM POOL NAME) will require Users of Chassis
to covenant to use the Chassis only for the over-the-road transport or repositioning of freight
containers, or repositioning of the Chassis, and, if moved by motor carriers, to use motor
carriers operating under the UIIA or comparable interchange agreement (including comparable
insurance and indemnity requirements at least meeting the minimum criteria set forth in the
UIIA). If (CCM POOL NAME) moves Chassis over the road, then (CCM POOL NAME) will use
motor carriers having in effect the UIIA or comparable interchange agreement (including
comparable insurance and indemnity requirements).
ARTICLE 7: MAINTENANCE AND REPAIR OF CHASSIS; OPERATING EXPENSES;
CASUALTY, THEFT, AND LOSS
7.1.
General Maintenance and Repairs. (CCM POOL NAME) shall be responsible for
maintenance and repair of the Chassis while in its possession as provided for in the procedures
in the (CCM POOL NAME) Operations Manual. However, any repairs required by the initial
inspection of a Chassis and all Major Maintenance and Repairs required prior to the completion
of or pursuant to a CIR, unless such Major Maintenance and Repairs result from use of the
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Chassis after induction into the Chassis Pool beyond normal wear and tear, shall be for the
account of the Contributor. After the completion of a CIR, (CCM POOL NAME) shall pay for the
cost of all other maintenance and repairs required for the Chassis to conform to the
Standards. This post-induction maintenance and repair period shall extend for six (6) months if
Major Maintenance and Repair is required to be performed on chassis axles, normal wear and
tear excepted. This provision solely governs repair cost liability and is not an ongoing warranty
as to the condition of the Chassis after induction into the pool, such warranty being limited to the
terms of Article 9.
7.2.
Operating Expenses and Registrations.
7.2.1 (CCM POOL NAME) shall pay all operating expenses accruing in the ordinary
course of use of the Chassis (excluding, however, licensing, license plating, and state
registration compliance which is not by law the Chassis Pool’s responsibility), but only to the
extent they are directly attributable to the period after such Chassis have been delivered to and
accepted into the Chassis Pool, as reflected in (CCM POOL NAME)’s records and before return
to Contributor. (CCM POOL NAME) shall not be liable for any taxes relating to the chassis,
including without limitation, taxes pertaining to ownership, possession, interchange, rental,
leasing or use of the Chassis, but shall be responsible for sales and use taxes, if any, relating to
maintenance and repair of the Chassis if such maintenance and repair is otherwise (CCM
POOL NAME)'s responsibility.
7.2.2 (CCM POOL NAME) or Manager or a maintenance vendor shall register with the
FMCSA as the responsible providers for chassis accepted into the Chassis Pool to the extent
such registration is permitted by federal law.
7.3.
Casualty, Theft, and Loss.
7.3.1. If a Chassis is damaged beyond repair, destroyed, or lost through casualty, theft,
or causes other than defects or causes attributable to Contributor during a period when the
chassis is the responsibility of a User, (CCM POOL NAME) shall deliver notice thereof to
Contributor (the “Loss Notice”). If a loss occurs while the Chassis is interchanged to or on
behalf of a User, (CCM POOL NAME) shall bill the User for the Replacement Cost as provided
in the (CCM POOL NAME) Operations Manual. (CCM POOL NAME) shall pay the
Replacement Cost of the Chassis to the Contributor immediately upon receipt of payment from
the User, and the Chassis shall be removed from the Chassis Pool.
7.3.2. The (CCM POOL NAME) Operations Manual terms shall govern as to when a
Chassis shall be deemed a loss. Contributor shall be notified in writing immediately upon such
determination.
7.3.3. In the event User is not liable for a loss, within ten (10) days after a Loss Notice,
Contributor shall notify (CCM POOL NAME) as to whether Contributor intends to file an
insurance claim with respect to such loss and, if so, the name of the insurer and claims
administrator and applicable policy number(s). Contributor shall promptly notify (CCM POOL
NAME) upon the disposition of any such claim, including the amount paid by the insurance to
Contributor or, if the claim is denied, the reason for such denial.
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ARTICLE 8: INSURANCE AND INDEMNIFICATION
8.1
Insurance. (CCM POOL NAME) and Contributor shall procure and maintain in force
during the term of this Agreement the insurance described in the Exhibit 3. All policies of
insurance must be provided to (CCM POOL NAME) for review and be acceptable to (CCM
POOL NAME) in form and substance. If Contributor fails to maintain the insurance described in
this paragraph, without limitation of other remedies available to it, (CCM POOL NAME) may, by
written notice to Contributor, either: (i) obtain such insurance and/or continue to pay the
premiums therefor, and add such premiums to the payments due from Contributor to (CCM
POOL NAME); or (ii) immediately terminate this Agreement. Contributor recognizes that in
consideration for the agreement of (CCM POOL NAME) to accept insurance in an amount set
forth in Exhibit 3 which is below the standard Pool requirement for Contributors, it will be
charged a pro rata risk management charge as set forth in the (CCM POOL NAME) Operations
Manual to cover the costs associated with the Pool’s costs for additional insurance coverage for
its risks, any additional administrative costs, and risk management and liability related costs
resulting from a lower motor carrier insurance coverage requirement.
8.2
Hold Harmless and Indemnification by Contributor. Contributor shall indemnify, defend
and hold harmless (CCM POOL NAME), Manager, Users, their successors and assigns, and
their respective members, officers, employees, and agents from and against any and all claims,
liabilities, suits, demands, causes of action, damages adjudged due or claims reasonably
settled, penalties, fines, costs and expenses (including reasonable attorneys' fees) arising from
or in connection with breach of this Agreement, including without limitation any agreement,
representation, warranty, or covenant, by Contributor.
8.3 Hold Harmless and Indemnification by (CCM POOL NAME). Except with respect to any
and all claims, liabilities, suits, demands, causes of action, or damages arising out of or related
to Contributor’s use of any chassis pursuant to a Master Chassis Use Agreement or
Contributor’s breach of any such Master Chassis Use Agreement between (CCM POOL NAME)
and Contributor, (CCM POOL NAME) shall indemnify, defend and hold harmless Contributor
from and against any and all claims, liabilities, suits, demands, causes of action, damages
adjudged due or claims reasonably settled, penalties, fines, costs and expenses (including
reasonable attorneys' fees) (collectively “Claims”) caused by breach of this Agreement by (CCM
POOL NAME), or negligence, gross negligence, or willful act by (CCM POOL NAME); provided,
however, that (CCM POOL NAME)’s liability under this paragraph shall be limited to the risks
covered by and the amount of insurance coverage available to it under the policy it is required to
maintain under this Agreement. Except as provided for in this indemnity, (CCM POOL NAME)
shall have no further liability to Contributor, whether in tort or by indemnity, whether such
indemnity is found to be applicable pursuant to contract, in equity, or at law. This clause shall in
no way limit, amend or alter the indemnity obligations that the Contributor may have pursuant to
Article 8.2 of the Chassis Use Agreement between (CCM POOL NAME) and Contributor.
Notwithstanding any other provision hereof to the contrary, it is agreed that (CCM POOL NAME)
does not indemnify Contributor hereunder if Contributor is the User of a Chassis (including
without limitation use by a Customer of Contributor) involved in a Claim.
8.4
Third Party Beneficiary. It is expressly acknowledged and agreed that indemnitees of
an indemnity provided for hereunder, other than (CCM POOL NAME), shall be deemed to be
third party beneficiaries of this Agreement, and shall have the right to sue on, recover under,
and enforce all provisions of this Agreement applicable to them as if they were signatories
hereto. There are no other third-party beneficiaries of this Agreement. Without limiting the
generality of the foregoing, under no circumstance shall a motor carrier be a third party
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beneficiary of this Agreement or any term, warranty, representation, or covenant in this
Agreement.
ARTICLE 9: REPRESENTATIONS AND WARRANTIES BY CONTRIBUTOR
9.1
Notwithstanding any other provision hereof, Contributor represents, warrants, and
covenants to (CCM POOL NAME) that all Chassis delivered to (CCM POOL NAME) for
induction into the Chassis Pool shall conform to the Standards when presented to (CCM POOL
NAME) for induction into the Chassis Pool.
9.2
With respect to each Chassis Contributor submits for induction into the Chassis Pool,
Contributor warrants (i) that it owns the Chassis, (ii) that it is the lessee of the Chassis and the
terms of such lease allow the submission of the Chassis to the Chassis Pool without the
consent of the lessor of the Chassis, or (iii) if consent of a lessor of or lien holder on a chassis is
required for submission of the chassis into the Chassis Pool, that it has obtained or will obtain
all such consents in writing prior to the submission of the Chassis into the Chassis Pool.
9.3
Contributor shall at its own cost and expense keep all of the Chassis’ licensing, license
plating, and state registration current and otherwise in compliance with applicable
law. Contributor shall pay all taxes relating to the Contributor’s ownership or lease of the
Chassis.
ARTICLE 10: CUSTOMERS OF CONTRIBUTORS
10.1 Contributor is contributing Chassis to the Pool so that it can function as a User and
thereby use Pool Chassis or make available Pool Chassis to its Customers. To the extent that
the Customers of a Contributor affect, carry out, or are otherwise involved in Contributor’s
performance or fulfillment of its obligations under this Agreement, Contributor shall be
responsible, irrespective of any actual knowledge, fault or negligence on Contributor’s part, at all
times for all acts and omissions of any of its Customers, and an act or omission of a Customer
shall be considered an act or omission of Contributor for purposes of breach, termination,
representations, warranties, indemnities, and all other purposes under this Agreement.
ARTICLE 11: GENERAL PROVISIONS
11.1 (a) Applicable Law and Forum Selection. This Agreement and all provisions hereof shall
be governed by the laws of the State of New Jersey without regard to any choice of law or
conflict of laws principles that would direct the substantive law of another jurisdiction to apply.
User and (CCM POOL NAME) agree all disputes, litigation, and claims between the parties
based on or arising out of this Agreement shall be adjudicated in a State Court or the United
States District Court for the District of New Jersey.
(b) Cost Disputes. Notwithstanding the provisions of Article 11.1(a) above, the parties
will seek to amicably resolve between themselves any disputes with respect to the amount of
applicable costs for repairs performed on Chassis pursuant to this Agreement or the liability for
said costs. If such dispute cannot be resolved within ninety (90) days of the invoice date for the
repairs, either party may seek, by written notice to the other party, a binding resolution of the
dispute pursuant to the small claims procedures of the rules of the Society of Maritime
Arbitrators, New York, New York.
11.2 Amendment. No modification or amendment to this Agreement shall be effective unless
reduced to writing and executed by (CCM POOL NAME) and Contributor.
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11.3 Severability. Should any terms, covenant, condition or provision in this Agreement be
held invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected
thereby and each term, covenant, provision or condition of the Agreement shall be valid and
enforceable to the extent permitted by law.
11.4 Successors and Assigns. This Agreement and the rights and obligations set forth herein
shall bind and inure to the benefit of (CCM POOL NAME) and Contributor’s respective
successors and assigns.
11.5 (CCM POOL NAME)’s Pool Manager. In performing its obligations under this
Agreement, (CCM POOL NAME) may act through its Pool Manager or other contractors or
vendors.
11.6 Assignment; Interchange. The Contributor may not assign its duties under this
Agreement without the prior written approval of (CCM POOL NAME) which will not be
unreasonably withheld. In the event of a merger or acquisition of Contributor, such consent will
be granted subject to the new entity executing a copy of this Agreement. (CCM POOL NAME)
may not assign this Agreement without Contributor’s prior written approval, which will not be
unreasonably withheld. (CCM POOL NAME) may, from time to time and without Contributor’s
consent, pursuant to a User Agreement, as it may be amended from time to time, interchange to
Users any and all Chassis supplied by Contributor and such interchange shall not be deemed to
be an assignment.
11.7 Notices. All notices permitted or required to be sent under this Agreement shall be
effective if in writing and if sent via one of the following methods to the addresses specified
below: (i) personal delivery; (ii) certified mail, return receipt requested; (iii) or nationally
recognized overnight delivery service, such as Federal Express. Such notice shall also be
effective if sent by electronic mail to the addresses listed below. However, if the sending party
receives a message or other notification indicating that an electronic transmission was
unsuccessful, such as “delivery failure” or words to that effect, such electronic notice shall not
be effective, and the sending party shall communicate such notice pursuant to the methods
above. Notices may also be sent via facsimile and shall be deemed effective upon successful
transmission, provided that notice is also sent simultaneously via one of the other methods set
forth above. Either party may change its notice address or facsimile number by providing
written notice of such change in accordance with this paragraph.
If to Contributor:
If to (CCM POOL NAME):
Contributor’s Name:
Attn: _________________________
_____________________________
_____________________________
Telephone: ___________________
E-mail: ______________________
CCM LLC
(CCM POOL NAME) Pool Manager
Attn: Philip E. Wojcik
500 International Drive, Suite 130
Budd Lake, NJ 07828
Telephone: (973) 298-8901
Facsimile: (973) 298-8939
E-mail: [email protected]
Copy to (CCM POOL NAME) Counsel:
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Attn: Jeffrey Lawrence/Joshua Stein
Cozen O’Connor
1627 I Street, NW, Ste. 1100
Washington, DC 20006
Telephone: (202) 463-2500
Facsimile: (202) 463-4950
E-Mail: [email protected]
[email protected]
11.8
Consequential Losses. Notwithstanding any other provision hereof, in no event shall
(CCM POOL NAME) be liable for loss of profits or indirect, consequential, or liquidated
damages of any nature arising from or in connection with this Agreement.
11.9
No Joint Venture. This Agreement establishes a contract between the parties and shall
not be construed to create a partnership or joint venture between the parties
hereto. Contributor shall not have any ownership rights, interest, or obligations with respect to
the assets, profits, or operations of the Chassis Pool or (CCM POOL NAME) other than its
existing ownership or interest in chassis it contributes. (CCM POOL NAME) shall not be
deemed to have any ownership or leasehold interest in Contributor’s Chassis in the Chassis
Pool or any ownership rights, interest, or obligations with respect to the assets, profits, or
operations of Contributor’s business.
11.10 (CCM POOL NAME) Operations Manual. The terms of the (CCM POOL NAME)
Operations Manual as amended from time to time, shall apply to the contribution, acceptance,
use, maintenance, repair, and withdrawal of Chassis and all other activities contemplated for
Chassis under this Agreement as if set forth herein. The Operations Manual may be modified
from time to time at the discretion of the (CCM POOL NAME) Board of Managers, provided that
written notice of any amendments shall be given to the Contributor.
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Exhibit 1 to Chassis Contribution Agreement
Types of Chassis
45’ chassis
Minimum: ____
40’ gooseneck chassis (no 40’ open bolsters)
Minimum: ____
20’ standard and slider chassis (no 20’ flushbacks)
Minimum: ____
Other Equipment Types: ______________
Minimum: __________
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Exhibit 2 to Chassis Contribution Agreement
Major Items of Maintenance and Repair
PART
Brakes
Broken wheel studs
Wheel bearings
Axles
Problem
Missing or worn components, such as air lines and
chambers; brake liner less than ¼ inch at centers
Any studs broken or missing
Bearings are not in good condition.
Bent, misaligned, or malfunctioning
Oil Seals
Leakage
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Exhibit 3 to Chassis Contribution Agreement
Required Insurance
a. Contributor shall be required to procure and maintain Chassis Liability Insurance covering
third party claims for property damage, bodily injury and death, claims for damages for physical
loss and damage of equipment, and endorsed or written to cover contractual liability and
indemnity obligations of Contributor under this Agreement with (CCM POOL NAME).
Additional requirements:
1. Limits of liability shall be not less than Five Million US Dollars ($5,000,000) for
combined single limit.
2. May not be cancelled or modified without thirty (30) days prior written notice to Pool.
3. Occurrence based.
4. Shall name (CCM POOL NAME) as an additional insured and be primary to any and
all other applicable insurance.
Contributor and its insurer shall waive all subrogation rights against (CCM POOL NAME) and
any User and any other (CCM POOL NAME) chassis Contributors and their insurers with
respect to any liability or claims arising from or in connection with the contribution of the
Chassis.
The aforesaid policy will be endorsed to provide (CCM POOL NAME) with thirty (30) days
written notice prior to cancellation or reduction in coverage required by this Agreement. The
insurance policies shall be issued by insurance companies with a Best's rating of at least B+ or
equivalent, and shall be subject to (CCM POOL NAME)’s approval, which shall not be
unreasonably withheld. Contributor shall provide (CCM POOL NAME) with certificates of
insurance prior to the contribution of Chassis.
Certificates of Insurance should be sent to (CCM POOL NAME) as follows:
Attention:
Risk Management Department
Consolidated Chassis Management, LLC
500 International Drive, Suite 130
Budd Lake, NJ 07828
b. (CCM POOL NAME) shall procure and maintain Chassis Liability Insurance in the amount of
at least Thirty Million U.S. Dollars ($30,000,000) covering third party claims for property
damage, bodily injury and death, claims for damages for physical loss and damage of
equipment, and endorsed or written to cover (CCM POOL NAME)’s contractual liability and
indemnity obligations under this Agreement.
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