Broker Carrier Agreement

Dray Alliance Broker Carrier Agreement

Updated May 9th, 2025

Recitals

A. WHEREAS BROKER is licensed as a property broker by the Federal Motor Carrier Safety Administration (“FMCSA”),or by appropriate State agencies, and as a licensed broker, arranges for freight transportation; and

B. WHEREAS CARRIER is authorized to operate in inter-provincial, interstate and/orintrastate commerce and is qualified, competent and available to provide for the transportation services requested by and directly for BROKER (the“Services”); and

NOW THERE FORE, intending to be legally bound, BROKER and CARRIER agree as follows:

II.

Agreement

1. TERM AND TERMINATION. The Term of thisAgreement shall be for one (1) year from the date first set forth above and shall automatically renew for successive one (1) year periods; provided, however, that either PARTY may terminate this Agreement at any time by giving thirty (30) days’ prior written notice.

2. CARRIER’S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. CARRIER represents and warrants that it is duly and legally qualified in accordance with all federal, state, provincial, territorial, and local laws, statutes, regulations, rules, and ordinances (collectively,“Applicable Law”) to provide, as a contract carrier, the Services contemplated herein. CARRIER further represents and warrants that it does not have a nun satisfactory or unfit safety rating issued by any regulatory authority with jurisdiction over CARRIER’s operations, including, but not limited to, theFederal Motor Carrier Safety Administration (“FMCSA”) of the U.S. Department ofTransportation (“DOT”). CARRIER further agrees to comply with all ApplicableLaw in the performance of its Services under this Agreement. In the event thatCARRIER receives an unsatisfactory or unfit safety rating, is notified that it may receive an unsatisfactory or unfit safety rating, fails to maintain insurance required hereunder, is notified that such insurance may become ineffective or is otherwise prohibited by Applicable Law from performingServices hereunder, CARRIER shall immediately notify BROKER of such fact and shall not carry any loads or goods tendered to CARRIER by BROKER until such prohibition on operations is removed. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit.

3. PERFORMANCE OF SERVICES.

(a) CARRIER shall be solely responsible for controlling the method, manner and means of accomplishing CARRIER’s Services. CARRIER or its driver are responsible for determining the appropriate route for transportation.Any route directions provided by BROKER to CARRIER are provided as a convenience only and CARRIER shall have no obligation to follow such routing directions.So as to allow BROKER access to information regarding shipment status, CARRIER shall provide contact information for any driver transporting cargo pursuant to this Agreement.

(b) CARRIER’s Services under this Agreement are designed to meet the needs of BROKER under the specified rates and conditions set forth herein. CARRIER agrees that the terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of thisAgreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, bill of lading, or similar documentation apply to Services provided under this Agreement.

(c) CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by CARRIER. ThisAgreement does not grant CARRIER an exclusive right to perform any transportation related Services for BROKER, nor does this Agreement grantCARRIER any right to perform Services directly for any entity that has retainedBROKER (hereinafter, the “Shipper”).

(d) Any equipment used by CARRIER to transport cargo pursuant to this Agreement shall be used exclusively for such purpose while loaded with cargo tendered by BROKER, and in no event will property of any other party be loaded on such equipment unless BROKER expressly consents there to in writing.

4. RECEIPTS AND BILLS OF LADING. Each shipment hereunder shall be evidenced by a bill of lading acceptable to BROKER naming CARRIER as the transporting carrier. The fact that BROKER is named as a“carrier” upon any applicable bill of lading shall not affect CARRIER’s liability for such shipment hereunder. Upon delivery of each shipment made here under, CARRIER shall obtain a receipt showing the kind and quantity of product delivered to the consignee of such shipment at the destination specified by BROKER, and CARRIER shall cause such receipt to be signed by the consignee. The bills of lading are intended to act as a receipt only. CARRIER’s failure to issue a bill of lading shall not affect its liability hereunder. CARRIER shall notify BROKER immediately of any exception made on the bill of lading or delivery receipt.

5. CARRIER’S OPERATIONS.

(a) CARRIER shall, at its sole cost and expense: (i) furnish all equipment necessary or required for the performance of its obligations here under (the “Equipment”); (ii) pay all expenses related, in any way, with the use and operation of the Equipment; (iii) maintain the Equipment in good repair, mechanical condition and appearance; and (iv) maintain records ofEquipment use which will be provided to BROKER upon request.

(b) CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, and subcontractors and shall utilize only competent and able personnel that are legally licensed in accordance with all Applicable Law to perform the Services here under. CARRIER shall have full control of any personnel used in the provision of motor carrier Services hereunder and will be solely responsible for the selection and qualification of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform Services hereunder, and that such personnel have access to all locations into which access is necessary to perform Services under this Agreement. Without limiting the foregoing, CARRIER shall ensure that any personnel providing Services have sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours of service regulations. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Law, and if Services cannot be completed without violation of Applicable Law, shall notify BROKER prior to acceptance of load.

(c) CARRIER shall perform the Services hereunder as an independent contractor and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder.

(d) CARRIER understands and agrees that, while operating equipment at any time in California, CARRIER must comply with all applicable regulations promulgated by the California Air Resources Board (“CARB”) in addition to any other applicable environmental or emissions laws in the State of California. CARRIER is responsible for understanding the applicable regulations. The below description is not intended to be, nor to be relied on as, a full description of the applicable legal requirements.

i. CARBTruck and Bus Regulation (Title 13, California Code of Regulations, Section2025) (“TBR”): The TBR generally requires trucks operating in California to be equipped with 2010 or newer engine model years. Prior to CARRIER transporting any shipment subject to thisAgreement that originates in, is destined for, or moves through California,CARRIER shall submit to BROKER evidence that it is in compliance with theTBR. This evidence shall be submitted annually by January 31st of each year thereafter during the term of thisAgreement. Evidence of compliance shallinclude the following:

1. A Certificate of Reported Compliance issued by CARB through reporting via the Truck Regulation Upload, Compliance, and ReportingSystem (“TRUCRS”); or

2. If CARRIER does not report via TRUCRS, a dated and signed written statement certifying that CARRIER is aware of its obligation sunder the TBR and provides engine model year information and any other information requested by BROKER about trucks to be used in operations in California.

ii. CARB Transportation Refrigeration Unit Airborne Toxic Control Measures Regulation(Title 13, California Code of Regulations, Section 2477 et seq.) (“TRU”): Motor carriers can only dispatch trucks and trailers equipped with trailer refrigeration units that are compliant with the TRU and/or are prohibited from operating non-compliant trailer refrigeration units in California. CARRIER shall, regardless of TRU obligations, register all trailer refrigeration units to be operated in California and provide BROKER proof of such registration and compliance with the TRU.

iii. CARB Tractor-Trailer Greenhouse Gas Regulation (Title 13, California Code ofRegulations, Section 95301 et seq.) (“GHG”): The GHG generally requires motor carriers to use aerodynamic tractors and trailers that are also equipped with low rolling-resistance tires when operating in California.

iv. CARB Heavy-Duty Inspection and Maintenance Program (Title 13, California Code ofRegulations, Section 2195 et seq.) (“Clean Truck Check”): The Clean Truck Check generally requires motor carriers to report their vehicles to CARB, pay a compliance fee, and submit to periodic emission testing.

v. CARB Advanced Clean Fleets Regulations (Title 13, California Code of Regulations,Section 2013 et seq. (Drayage Trucks) and Section 2014 et seq. (High PriorityFleets) (“ACF”): The ACF generally require a transition of covered equipment in fleets from diesel to zero-emission vehicles. CARRIERS with fleets not subject to the ACF shall submit a signed statement certifying they are not subject to the ACF. Vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources BoardAdvanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

CARRIER warrants and represents that all equipment used to transport a shipment subject to this agreement and operated in California shall fully comply with such CARB laws. CARRIER further certifies that it will not operate any equipment in California unless such equipment is compliant with such CARB laws.

CARRIER agrees to provide the following BROKER contact information to drivers it uses to transport shipments in California subject to this Agreement:

ContainerPort Logistics, LLC (d/b/a Dray Alliance)

1340 Depot St.

Cleveland, OH 44116

Email: CPGLogisticsLongBeach@containerport.com

Phone: (213) 539-5940

(e) With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, and regardless of whether such FDA regulations apply to CARRIER, CARRIER shall be responsible for the safety and sufficiency of all items used in the transportation of the goods, including all vehicles and TransportationEquipment as defined in such regulations. CARRIER is responsible for all sanitary conditions during transport. CARRIER must confirm the vehicle andTransportation Equipment: (i) is in appropriate physical condition to transport the goods tendered; (ii) is dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from evidence of prior cargo that could render the shipment unsafe; and (iii) shall never have been used to transport any waste (whether hazardous or not), refuse, garbage, rodenticide, pesticide, or insecticide.

(f) In the event CARRIER is requested to transport waste or hazardous materials, CARRIER represents and warrants that it has obtained all necessary federal, state and provincial permits and registrations to transport hazardous materials or waste in inter-provincial, interstate and/or intrastate commerce. Upon request, CARRIER shall provide BROKER with a copy of all such federal and state permits and registrations. CARRIER further represents and warrants that: (i) it is in compliance with any and all applicable laws, rules and regulations applicable to such transportation, including, but not limited to 49 C.F.R. Parts 171-178; (ii) all drivers used to transport such shipments have undergone the necessary training requirements of all applicable state, provincial and federal laws; and (iii) all drivers used to transport hazardous material have the proper endorsements on their Commercial Driver's License (or such analogous operator permit as is applicable to such driver) to legally transport such shipments. CARRIER acknowledges and agrees that BROKER’s sole obligation regarding information-disclosure related to Services with respect to such shipments is to pass through information (including commodity descriptions and classifications) and documentation (including shipping papers) provided toBROKER by the Shipper. BROKER shall have no obligation to independently verify the accuracy of such information or documentation.

(g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

(h) To the extent any Services are subject to specifications from any Shipper, CARRIER acknowledges and agrees: (i) full and proper completion of the Services includes compliance with such specifications(“Shipper Specifications”), imposed by BROKER’s Shipper and passed through toCARRIER by BROKER, and (ii) notwithstanding applicable Shipper Specifications, full and proper completion of the Services is for the benefit of BROKER, asCARRIER’s customer.

(i) With respect to CARRIER’s general business operations,CARRIER represents and warrants, as well as agrees to provide BROKER, upon BROKER’s request, all necessary supporting documents, information, and materials necessary to confirm, the following:

* CARRIER’s operations and Services are free from any direction and control by BROKER with respect to the performance of the work.

* CARRIER’s performance of Services is in response to BROKER’s request and directly performed for BROKER. BROKER and CARRIER do not share the same customer;CARRIER provides Services directly for CARRIER’s customer, which is BROKER.CARRIER does not provide any Services directly for any of BROKER’s Shipper customers.

(iii) CARRIER has obtained, and shall maintain at all times, any applicable license, permit, and/or tax registration, required by Applicable Law, necessary for CARRIER to operate its business.

(iv) CARRIER maintains and operates out of its headquarters or other primary business location, located at the address included in the signature block of this Agreement. This address is separate and distinct from BROKER’s business location(s).

(v) CARRIER is customarily engaged in the business of providing for-hire motor carrier services to the public, including to property brokers. This business is independent from that of BROKER’s.

(vi) CARRIER provides motor carrier services for its own, separate clientele, including under separate motor carrier services agreements. CARRIER acknowledges and understands BROKER does not prohibit or otherwise restrict CARRIER’s ability to provide services and engage in such business dealings with CARRIER’s separate clientele.

(vii) CARRIER actively advertises its motor carrier services and holds itself out to the public as an available for-hire motor carrier.

(viii) CARRIER provides its own tools, vehicles, and all other equipment necessary to provide the Services.

(ix) CARRIER determines its own hours of operations and business location(s).

(x) CARRIER negotiates its own rates and, with respect to this Agreement, has had the opportunity to negotiate rates with BROKER.

(x) CARRIER is not performing the type of work for which a license is required by theCalifornia State License Board, pursuant to Chapter 9 (commencing with Section7000) of Division 3 of the California Business and Professions Code.

(j) CARRIER represents and warrants that CARRIER will not perform services pursuant to thisAgreement at any time while CARRIER is included on the list of port trucking companies with unsatisfied court judgments, tax assessments or tax liens published by the California Labor Commissioner pursuant to Cal. Labor Code §2810.4.

6. RATES & PAYMENTS.

(a) BROKER agrees to pay CARRIER for Services performed under this Agreement in accordance with the rates and charges set forth in individual Rate Confirmations. Confirmation of verbally agreed rates will be made by a Rate Confirmation emailed by BROKER to CARRIER before each shipment to which such rates apply. CARRIER represents and warrants that there are no other applicable rates or charges except those established in this Agreement orin any Rate Confirmations between the PARTIES. Rates for any and all accessorial services that might be provided by CARRIER must be set forth in individualRate Confirmations to be valid. In no event will BROKER be responsible for payment of such rates unless paid by the Customer. Without limiting the foregoing, BROKER must receive notice from CARRIER at least sixty (60) minutes prior to the time when detention would start to accrue.

(b) In the event Service is provided and it is subsequently discovered that there was no applicable or understood rate in a RateConfirmation, the PARTIES agree that the rate paid by BROKER and collected byCARRIER shall be the agreed upon contract rate of the PARTIES for the Services provided, unless such rate is objected to by CARRIER in writing within 10 days of payment by BROKER.

(c) Payment byBROKER will be made within thirty (30) days of receipt by BROKER of CARRIER’s freight bill, bill of lading, clear delivery receipt, and any other necessary billing documents enabling BROKER to ascertain that Service has been provided at the agreed upon charge. As a condition to payment, CARRIER shall provide BROKER with a legible copy or photocopy of the bill of lading or other proof of delivery. Failure to provide such documentation within forty-eight (48) hours of delivery may result in a reduction in rate. CARRIER’s failure to provideBROKER with a legible copy or photocopy of the bill of lading or other proof of delivery will result in CARRIER being held responsible to BROKER for any and all revenues that are uncollected by BROKER because of CARRIER’s failure to provide needed support paperwork to BROKER.

(d) CARRIER agrees that BROKER has the exclusive right to handle all billing of freight charges to the Shipper related to any Services provided herein, and, as such, CARRIER agrees to refrain from all collection efforts against any shipper, receiver, or other applicable third party unlessBROKER, in its sole discretion, expressly authorizes CARRIER in writing to collect from any such party, in which case, CARRIER’s sole recourse will be against such party. In the event BROKER authorizes CARRIER in writing to collect from any party other than BROKER, the PARTIES acknowledge and agree this does not change the nature of the Services as being performed directly for BROKER, not the party to which CARRIER reaches out for such payment. Upon CARRIER’s receipt of payment from BROKER, any right of CARRIER to payment from any third party for Services performed will be automatically assigned to BROKER.

(e) CARRIER further agrees that BROKER has the discretionary right to offset any payments owed to CARRIER hereunder for liability incurred by CARRIER, including, but not limited to, claims for freight, loss, damage, or delay.

(f) CARRIER shall submit all freight bills within 180 days of delivery or waive its right to payment for Services rendered with respect to such late submitted invoices. Claims for undercharges must be brought within180 days of BROKER’s receipt of the original invoice giving rise to such undercharge claim. Assuming CARRIER has complied with the foregoing invoicing obligations, CARRIER shall bring suit related to unpaid freight charges or undercharges within 18 months of the date of delivery or its right to sue or otherwise seek payment shall be waived.

(g) CARRIER hereby assigns to BROKER all of CARRIER’s rights, if any, to collect freight charges from BROKER’s Shipper customer(s),the consignor(s), the consignee(s) or any responsible third party(ies) uponCARRIER’s receipt of BROKER’s payment.

7. WAIVER OF CARRIER’S LIEN. CARRIER shall not withhold any goods transported under this Agreement on account of any dispute as to rates or any alleged failure of BROKER to pay charges incurred under this Agreement. CARRIER is relying upon the general credit of BROKER and hereby waives and releases all liens which CARRIER might otherwise have to any goods in the possession or control of CARRIER. CARRIER is liable for any amounts incurred by BROKER to secure release or delivery of cargo, including, but not limited to, any amounts paid to warehouses or towing companies as well as reasonable attorney fees.

8. FREIGHT LOSS, DAMAGE OR DELAY.

(a) CARRIER shall have the sole and exclusive care, custody and control of the cargo tendered hereunder from the time it is delivered toCARRIER for transportation until delivery to the consignee accompanied by the appropriate receipts. CARRIER shall notify BROKER immediately in the event any such cargo is lost (including stolen), damaged or destroyed, or in the eventCARRIER becomes aware that applicable delivery schedules will not be met.

(b) CARRIER assumes the liability of a motor carrier under the Carmack Amendment as currently codified at 49 U.S.C. § 14706 for loss, delay, damage to or destruction of any and all goods or property tendered toCARRIER pursuant to this Agreement from the time the shipment is tendered toCARRIER until delivery.

(c) CARRIER shall be liable for the full invoice value of the cargo lost, damaged, delayed, or destroyed, as well as any additional costs or fees imposed upon BROKER by the cargo claimant, except that CARRIER’s full value liability shall not exceed $100,000 (U.S. Dollars) per shipment unless otherwise agreed upon in writing by the PARTIES (such agreement may, but need not necessarily, take the form of a declared value declaration). No other limitation of liability shall apply unless specifically agreed to in writing byBROKER prior to CARRIER’s receipt of the specific shipments to which such limitation applies, and BROKER’s agreement to a limitation shall not be construed as a waiver of full value liability with respect to any other goods tendered to CARRIER.

(d) BROKER may request that CARRIER accept a higher maximum liability. In such an event, the increased valuation will be stated in a separate Rate Confirmation Agreement or on the bill of lading. CARRIER’s acceptance of the load shall evidence CARRIER’s acknowledgement that CARRIER agrees that it will be liable for the increased valuation (or the full value of the goods, whichever is less), and that CARRIER agrees to maintain cargo insurance up to the full amount of such valuation. Upon request, CARRIER will provide BROKER evidence of such increased cargo insurance limits, which insurance will comply with the provisions of this Agreement governing cargo insurance.

(e) CARRIER waives any Applicable Law regarding processing of claims and handling of salvage, including, but not limited to, the provisions of 49 C.F.R. Part 370. CARRIER shall pay to BROKER, or allow BROKER to deduct from the amount BROKER owes CARRIER, the full actual loss for the kind and quantity of commodities so lost, delayed, damaged or destroyed.Payments by CARRIER to BROKER, pursuant to the provisions of this section, shall be made within thirty (30) days following receipt by CARRIER of BROKER’s undisputed claim and supporting documentation. CARRIER shall fully assistBROKER in investigating any claim for cargo loss, damage, delay, or destruction.

(f) CARRIER waives any right to salvage goods subject tothis provision, as well as any right to claim an offset for the value of salvage.

(g) Exclusions from coverage contained in CARRIER’s CargoInsurance as required herein shall not affect CARRIER’s liability for freight loss, damage, or delay.

(h) Without limiting CARRIER’s contractual liability to BROKER hereunder, CARRIER acknowledges and agrees that BROKER may, in its sole discretion, but is not required to, pursue claims for cargo loss and damage on behalf of its customer, and in such instances is not required to obtain an assignment of claim from its customer in order to pursue such a claim. Should BROKER or its customer incur costs to collect amounts owed by CARRIER pursuant to this article, in addition to any other amounts owed by CARRIER hereunder, CARRIER will be liable to reimburse any and all such costs including, but not limited to, reasonable attorney fees.

9. INSURANCE. CARRIER shall procure and maintain, at its sole cost and expense, the following insurance coverages issued by insurance carriers that are A.M. Best A-VII rated or better:

(a) Public liability and property damage insurance (“AL”)covering all owned, non-owned, and hired vehicles (including any Equipment provided by BROKER) with a reputable and financially responsible insurance company insuring CARRIER in an amount not less than $1,000,000 (U.S. Dollars) per occurrence, or such larger amount as required by Applicable Law.

(b) Commercial General Liability (“CGL”) Insurance covering the transportation of shipments and other operations under this Agreement in an amount not less than $1,000,000 (U.S. Dollars) per occurrence and $2,000,000annual aggregate. Such insurance shall also cover CARRIER’s contractual liability under this Agreement.

(c) All Risk Broad Form Motor Truck Cargo Legal Liability(“Cargo”) insurance in an amount not less than $100,000 (U.S. Dollars) per occurrence. The coverage provided under the policy shall have no exclusions or restrictions of any type that would foreseeably preclude coverage relating to cargo claims including, but not limited to, exclusions for unattended or unattached trailers, theft, commodities transported under this Agreement, refrigerator breakdown or lack of refrigerator fuel.

(d) Statutory Workers’ Compensation Insurance coverage in such amounts and in such form as required by applicable state law, includingEmployer’s Liability in the amount of $500,000 (U.S. Dollars) each accident, $500,000(U.S. Dollars) policy limit, and $500,000 (U.S. Dollars) each employee.

(e) Physical Damage Insurance for equipment under an interchange in an amount not less than $15,000 (U.S. Dollars) per occurrence.

(f) All insurance policies required by this Agreement shall, as applicable, be primary and shall waive subrogation and contribution against BROKER. CARRIER shall furnish to BROKER written certificates obtained from the insurance carrier showing that such insurance has been procured, is being properly maintained, specifying the name of the insurance provider, the policy numbers, the expiration date, and specifying that written notice of cancellation or modification of the policies shall be given to BROKER at least thirty (30) days prior to such cancellation or modification. In addition,BROKER shall be named as an additional insured on CARRIER’s CGL and AL policies, and as a loss payee on the Cargo policy as evidenced by an endorsement on the certificates of insurance. Upon request of BROKER or its designated insurance consultant, CARRIER shall provide BROKER or BROKER’s consultant with copies of the applicable insurance policies.

10. USE OF BROKER’S EQUIPMENT BY CARRIER. In the event that CARRIER utilizes a trailer, container, chassis or other equipment owned by or leased to BROKER, or otherwise provided to CARRIER byBROKER (“Equipment”) for the performance of the Services contemplated hereunder, CARRIER shall be liable for any damage to Equipment, destruction of Equipment, theft from Equipment, theft of any contents of Equipment, and for any claims for bodily injury (including death) or property damage arising from or related to any accident involving Equipment regardless of whether such damage, injury, destruction, or theft is caused or occurs while the Equipment is attached or unattached to any power unit operated by CARRIER, except to the extent such damage, destruction, or theft is directly and proximately caused by the negligence, recklessness, or willful misconduct of BROKER. The initial burden of proving such damage, injury, destruction, or theft was directly and proximately caused by the negligence, recklessness, or willful misconduct of BROKER in any proceeding brought pursuant to thisAgreement shall rest on CARRIER. In the event that applicable state law does not allow waiver of liability to the extent contained in this provision, thePARTIES expressly agree that BROKER’s liability will be waived to the fullest extent allowed by applicable state law. In no event will any such Equipment be used for any purpose other than performing Services hereunder, and in no event will CARRIER allow any third party or any power unit not operating underCARRIER’s for-hire motor carrier authority to operate any such Equipment, unless expressly authorized to do so in writing which written notice must be specific to the movement at issue. CARRIER ACKNOWLEDGES AND AGREES THAT BROKER MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE Equipment INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR USE.

11. INDEMNITY. CARRIER shall defend, indemnify, and hold BROKER, the Shipper, and each of their affiliated entities harmless from and against, and shall pay and reimburse, any and all direct or indirect loss, liability, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of or in anyway related to the performance or breach of this Agreement by CARRIER, its employees or independent contractors working for CARRIER (collectively, the“Claims”), including, but not limited to, Claims for or related to personal injury (including death), property damage and CARRIER’s possession, use, maintenance, custody or operation of the Equipment; provided, however, that CARRIER’s indemnification and hold harmless obligations under this paragraph will not apply to the prorated extent that any Claim is directly and proximately caused by the negligence or other wrongful conduct of the party to be defended, indemnified or held harmless. CARRIER hereby expressly waives any exclusive remedy defense, including, but not limited to, those available under any workers’ compensation or other occupational accident statutory regime, to the extent necessary to effectuate CARRIER’s obligations under this provision.

12. HANDLING,LOADING AND SEALING.

(a) CARRIER will comply with handling instructions provided by BROKER including, but not limited to, compliance with requirements related to transportation of temperature-controlled shipments. Without in any way limiting the generality of the foregoing, CARRIER shall ensure that any shipments requiring controlled temperature transit are maintained at all times within required temperature ranges.

(b) If goods are tendered to CARRIER and a reasonable person would understand that the goods require controlled temperature transportation, and CARRIER has not been provided instructions regarding controlled temperature goods, CARRIER shall request and obtain such instructions prior to loading the goods. If CARRIER receives contradictory or confusing instructions regarding any shipment, CARRIER must resolve the contradictory or confusing instructions prior to accepting the shipment for transport.

(c) Unless a shipment is loaded and sealed prior to arrival of CARRIER personnel, the manner of loading and securing freight upon Equipment shall be the sole responsibility of CARRIER. With respect to unsealed loads loaded prior to CARRIER’s arrival, CARRIER shall be obligated to inspect such loading prior to departing. CARRIER represents that each driver utilized by its hall be competent to manage the loading and transportation of the goods subject to this Agreement.

(d) When required by BROKER, CARRIER shall secure shipments with a serialized seal. CARRIER shall ensure that the serialized seal number appears on the bill of lading or other form of manifest or receipt. CARRIER shall be solely responsible for maintaining seal integrity during transportation of the shipment. Except as is required by law enforcement personnel, under no circumstances shall CARRIER or any of its personnel break any seal without the express consent of BROKER. CARRIER shall immediately notify BROKER to report a missing or broken seal.

(e) In the event that law enforcement personnel require that CARRIER break any seal on any shipment, CARRIER shall document such fact on the bill of lading or other form of manifest or receipt by noting the law enforcement agency, time, location, and officer name and badge number. Upon completion of inspection by law enforcement personnel, CARRIER personnel shall immediately re-seal the shipment with a serialized seal and shall indicate the second seal number on the bill of lading or other form of manifest or receipt. Furthermore,CARRIER shall, as soon as reasonably possible after being required to break a seal by law enforcement personnel, communicate such fact to BROKER and, if not BROKER, the consignee of the shipment.

(f) Carrier agrees that food that has been transported or offered for transport under conditions that are not in compliance with the load handling instructions, as provided to CARRIER, may be considered “adulterated” within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C § 342(i), and its implementing regulations. CARRIER understands and agrees that adulterated shipments may be refused by the consignee or receiver, upon their delivery, at destination and CARRIER shall bear sole risk of rejection of cargo arising from or related to broken seals or failure to comply with load handling instructions.

13. CONFIDENTIALITY. CARRIER shallmaintain records related to shipments transported under this Agreement, andwith respect to shipments consisting of food, shall also obtain records relatedto prior shipments transported in the same equipment, for a period of not lessthan three (3) years from the date of delivery. CARRIER shall provide suchrecords to BROKER upon request, and regardless of whether this Agreementremains in effect at the time of such request. Neither PARTY may disclose theterms of this Agreement to a third party without the written consent of theother PARTY except (1) as required by law or regulation; (2) disclosure is madeto its accountants, tax advisors, attorneys, or any parent, subsidiary oraffiliate company; or (3) to facilitate rating or auditing of transportationcharges by an authorized agent and such agent agrees to keep the terms of theAgreement confidential. In addition, in no event will CARRIER disclose anyinformation regarding BROKER’s Shipper customers (including identities,locations, volumes, etc.), the rates for Services agreed between BROKER andCARRIER, or the rates paid by BROKER to CARRIER with respect to Serviceshereunder.

14. SUB-CONTRACT PROHIBITION. CARRIER specifically agrees that all freight tendered to it by BROKER shall be transported on equipment operated only under the for-hire motor carrier authority of CARRIER, and that CARRIER shall not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of BROKER. In the event that CARRIER breaches this provision, CARRIER shall remain directly liable to BROKER as if CARRIER transported such freight under its own authority in accordance with this provision, and shall further hold harmless and indemnify BROKER from any and all loss, liability, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of or in any way related to the use of any subcontractor in violation of this provision regardless of whether arising from the conduct or omissions of CARRIER, the subcontractor, or any other third party. If CARRIER in any manner sub-contracts, brokers, or otherwise arranges for freight to be transported bya third party, in addition to any other rights and remedies available toBROKER, BROKER may, in its sole discretion, pay the underlying carrier directly, which payment will relieve BROKER of any and all payment obligations to CARRIER with respect to such load.

15. BROKER’S RECORDS. CARRIER hereby waives its right to obtain copies of BROKER’s records as provided for under 49 C.F.R.Part 371. Notwithstanding the foregoing, to the extent that CARRIER obtains records set forth in 49 C.F.R. § 371.3 by any means whatsoever, CARRIER agrees to refrain from utilizing such records in negotiating for the provision ofServices with any third party, including existing customers of BROKER. CARRIER further agrees and understands that all such records comprise BROKER’s confidential information and trade-secrets. Nothing in this section is intended to relieve CARRIER of any other obligations imposed upon it by this Agreement, or to limit any rights of BROKER to enforce such obligations.

16. BROKER’SRIGHT TO AUDIT. BROKER, or an authorized representative of BROKER, shall have the right to examine and audit all records and other evidence ofCARRIER relating to CARRIER’s operations under and compliance with thisAgreement, including, but not limited to: (i) complete copies of any insurance policies maintained by CARRIER pursuant to Paragraph 9 of this Agreement; and(ii) all necessary supporting documents, information, and materials necessary to confirm compliance pursuant to Paragraph 5(h). BROKER’s right to audit under this Paragraph shall include inspection, at any reasonable time, of CARRIER’s facilities or terminals, or any vehicles, engaged in performing services under this Agreement.

17. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT.This Agreement may not be assigned or transferred in whole or in part byCARRIER absent the prior written consent of BROKER, and supersedes all other agreements and all tariffs, rates, classifications and schedules published, filed or otherwise maintained by CARRIER. The PARTIES acknowledge and agree that BROKER’s subsidiaries and affiliated companies may request for CARRIER toper form services directly for such entity under the terms of this Agreement.CARRIER acknowledges and agrees that each entity requesting services are separate and distinct legal entities and that the use of this Agreement to cover multiple independent transactions involving such entities is for the convenience of the PARTIES only. The rights and liabilities of “BROKER” under this Agreement shall only apply to the specific legal entity requesting services from CARRIER with respect to the specific services giving rise to such rights and liabilities, as determined in the sole discretion of ContainerPort Logistics, LLC, and shall not create any additional rights for or obligations against any legal entity other than such specific legal entity. The liability of each legal entity included in the definition of “BROKER” shall be several and in no event will this Agreement give rise to any joint or cross liability of such entities. This Agreement shall be binding upon and inure to the benefit of the PARTIES hereto.

18. SEVERABILITY. In the event that the operation of any portion of this Agreement results in a violation of any law, the PARTIES agree that such portion shall be severable and that the remaining provisions of this Agreement shall continue in full force and effect.

19. SURVIVAL.Those provisions of this Agreement which, by their terms, extend beyond the termination of this Agreement will remain in full force and effect and survive such termination.

20. WAIVER.CARRIER and BROKER expressly waive any and all rights and remedies allowed under Part B of Subtitle IV to Title 49 of the U.S. Code as allowed by 49U.S.C. § 14101 to the extent that such rights and remedies conflict with thisAgreement. Failure of BROKER to insist upon CARRIER’s performance under thisAgreement or to exercise any right or privilege arising hereunder shall not be a waiver of any BROKER’s rights or privileges herein.

21. NOTICE. Unless permitted elsewhere in this Agreement, all notices must be in writing and will be deemed to have been fully given: (i) upon delivery, if delivered in person, by facsimile transmission, or electronic means; (ii) on the next day after being deposited with an overnight delivery company with the express charges prepaid; or (iii) on the date indicated on the return receipt, or if there is no receipt, on the third day after being deposited in the United States Mail with first-class postage prepaid. All notices provided hereunder shall be issued via the PARTY contact information appearing in the signature block after the main text of this Agreement and the PARTIES agree to be under a continuing duty to provide written notice to each other regarding changes to any of such contact information.

22. CONSENT TO DO BUSINESS BY ELECTRONIC MEANS. CARRIER and BROKER expressly consent todo business using any electronic means permitted by Applicable Law. This consent includes, but is not limited to, the use of electronic means to effect and transmit the signature of any document, including this Agreement and any supplement, modification, addendum, amendment, notice, consent and/or waiver required by this Agreement, or any other document required by Applicable Law to be generated and maintained (or exchanged by private parties). The PARTIES agree that when either PARTY uses any electronic means to accomplish electronic signatures, the chosen means complies with Applicable Law. Either PARTY may elect to use a handwritten signature with respect to any document, provided that the election will not preclude the other PARTY from using an electronic signature to the same document.

23. DISPUTE RESOLUTION. This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of theUnited States and the State of California. In the event of any disagreement or dispute, the laws of California shall apply except to the extent superseded by applicable federal law. All such disagreements or disputes shall be submitted to the court of proper jurisdiction in the state of California, except that suit may be commenced against CARRIER in any venue permitted by claims brought under49 U.S.C. § 14706, and if BROKER is a party to a lawsuit involving a third-party with respect to any claim with respect to which CARRIER has potential liability to BROKER, BROKER may initiate suit against CARRIER in the same jurisdiction where the lawsuit involving BROKER is pending. The PARTIES hereby agree to the sole and exclusive jurisdiction of such courts and waive any defenses to venue in or personal jurisdiction of such courts.Notwithstanding the foregoing, the PARTIES may mutually agree in writing to submit any such disagreement or dispute to binding arbitration.

24. COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which shall be an original, but which together shall constitute one and the same instrument, and that electronic or scanned and emailed signatures on this Agreement shall be effective as if they were originals.

25. COMPLETE AGREEMENT. This Agreement (which includes its appendices, schedule, and other addenda, as well as the Recitals) constitutes the entire agreement of the PARTIES with reference to the subject matters herein, and may not be changed, waived, or modified except in writing signed by both PARTIES.

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ADDENDUM TO BROKER/CARRIERAGREEMENT

SPECIAL OPERATIONAL REQUIREMENTS FOR INTERMODAL DRAYAGE SERVICES

This Addendum (“Addendum”) to the Broker/Carrier Agreement (“Agreement”) is betweenBROKER and CARRIER and will apply to drayage transportation for shipments byCARRIER under the Agreement with prior or subsequent transportation moves by an intermodal rail or ocean carrier (“Intermodal Drayage Service”). This Addendum supplements the terms of the Agreement. Unless there is a direct conflict between the terms of this Addendum and the terms of the Agreement, both the Agreement and this Addendum will apply to IntermodalDrayage Service. If there is a direct conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will prevail with respect to Intermodal Drayage Service.

I. DEFINITIONS

For purposes of this Addendum, the following definitions apply:

“Intermodal AuthorizationService” means Intermodal Drayage Service that requires authorization forCARRIER to access a Terminal or property to provide Intermodal Drayage Service, including but not limited to pick-up or delivery of a shipment subject to theUniform Intermodal Interchange Agreement (“UIIA”) vis-à-vis a UIIAParticipating Party Agreement, and/or pick-up from, delivery to, or other presence at or on a Terminal under the jurisdiction of the Port of Los Angeles(“POLA”) vis-à-vis a POLA Concession Agreement, the Port of Long Beach (“POLB”)vis-à-vis a POLB Registration Agreement and/or the Port of Oakland (“POAK”)vis-à-vis a POAK Secure Truck Enrollment Program Agreement (each an “IntermodalAuthorization”).

“Drayage Equipment” means intermodal chassis and containers as well as any tractor or other power unit used by CARRIER to provide Intermodal Drayage Service. The term “DrayageEquipment” includes “Drayage Truck” as that term is defined below.

“Drayage Truck” means any tractor or other power unit dispatched by CARRIER to provide Intermodal DrayageService for the purpose of transporting containers and/or other cargo.

“Terminal” means a rail ramp, ocean port or airport where CARRIER is either delivering a shipment forfurther rail, ocean or air transportation or picking up a shipment for further over-the-road transportation by CARRIER.

II. CARRIEROBLIGATIONS

The following terms apply when CARRIER is providing Intermodal Drayage Service:

1. LicensedMotor Carrier. CARRIER certifies it is a licensed motor carrier in good standing and in compliance with the requirements of a valid commercial trucking license/permit under either the applicable state authority or a U.S. Department of Transportation(“USDOT”) Number/MC Number (issued by the Federal Motor Carrier SafetyAdministration). CARRIER shall immediately cease providing Intermodal DrayageService and notify BROKER immediately and, in any event, sooner than within two business days, of any suspension or revocation of its motor carrier license or permit or in the event CARRIER receives an “unsatisfactory” or similar safety rating from the USDOT.

2. DriverCredentials. CARRIER shall ensure that all drivers operating and dispatched byCARRIER under its motor carrier authority to perform services under thisAgreement are duly licensed with a valid commercial driver’s license, and comply with all applicable federal and state environmental, safety and security laws. CARRIER shall not dispatch any driver that CARRIER knows, or in the exercise of due diligence should know, does not have such a license. CARRIER shall provide all necessary information regarding drivers, as well as maintain all information concerning such Drivers as required by federal and state regulations and Terminal requirements, including the dates of expiration of each Driver’s commercial driver license. CARRIER will be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that its drivers and other personnel have access to all Terminals into which access is necessary to perform Intermodal DrayageServices. The foregoing obligation will include, as necessary, the requirement that the personnel obtain aTransportation Worker Identification Card (“TWIC”).

3. Safety. CARRIER shall ensure that all drivers and Drayage Equipment dispatched to perform Intermodal Drayage Service comply with all applicable existing regulatory safety standards. CARRIER shall maintain and make available, upon reasonable request, for inspection by any qualified Terminal employee, BROKER, or other third party on BROKER’s behalf all records required for compliance with all existing regulatory programs including USDOT motor carrier safety regulations, and State of California Biennial Inspection of Terminals program.This includes, without limitation, findings by the FMCSA and/or by theCalifornia Highway Patrol, vehicle maintenance and inspection reports, safety inspection, driver qualifications, driver training, controlled substances and alcohol testing, hours-of-service for all drivers as required by applicable laws, and other information appropriate to show CARRIER’s compliance with state and federal safety regulations. CARRIER shall prepare an appropriate maintenance plan for all Drayage Equipment. CARRIER shall be responsible for vehicle condition and safety and shall ensure that the maintenance of allDrayage Equipment, including retrofit equipment, is conducted in accordance with manufacturer's instructions.

4. Compliance. CARRIER and all Drayage Equipment and their drivers dispatched by CARRIER to perform Intermodal Drayage Service shall comply with this Addendum and all applicable federal, state, municipal, and Terminal laws, statutes, ordinances, rules and regulations that govern CARRIER’s operations, including without limitation, any laws, rules, regulations, and requirements regulating motor carriers, transportation, hazardous materials, safety, security, environment, employment, traffic, zoning and land use. CARRIER agrees that any Drayage Trucks and/or drivers shall be denied access to Terminals or property if not in compliance with such laws and regulations, including, without limitation, the USA Patriot Act of 2001, Maritime TransportationSecurity Act of 2002, and Department of Homeland Security regulations. CARRIER agrees that any qualified Terminal employee, BROKER, or other third party on BROKER’s behalf may, on reasonable notice, inspect any property, offices or equipment utilized by CARRIER to perform Intermodal Drayage Service, and any files or records which the qualified Terminal employee or BROKER reasonably believes may demonstrate the extent to which CARRIER has complied or has failed to comply with requirements set forth in this Agreement.

III. INTERMODALAUTHORIZATION SERVICE

When CARRIER provides Intermodal Authorization Service under an Intermodal Authorization held by CARRIER or an IntermodalAuthorization CARRIER has been authorized to use by BROKER, the following terms apply:

1. DrayageTrucks. CARRIER shall equip any Drayage Trucks with a radio frequency identification device or other compliance tag(s) as required by an applicable government authority, Terminal, BROKER, or other third party onBROKER’s behalf. CARRIER shall provide to BROKER all necessary in formation regarding Drayage Trucks, as well as immediately update BROKER of any change in information about the Drayage Trucks under this Addendum.

2. Drivers. CARRIER shall ensure that all drivers that operate Drayage Trucks or other equipment at a Terminal under CARRIER’s motor carrier authority comply with allIntermodal Authorization requirements, including but not limited to HarborDepartment Tariff and Concession requirements applicable to Drayage Truck drivers. CARRIER shall maintain records of such licenses, credentials and compliance for all drivers it dispatches to Terminals.

3. Fees.BROKER may pass through to CARRIER, and CARRIER shall pay BROKER within 15days, the following fee(s), as applicable, for the use of any IntermodalAuthorization CARRIER has been authorized to use by BROKER: (A) a pro-rated portion of the Intermodal Authorization registration fee; and (B) $100 perDrayage Truck first registered to operate under the applicable IntermodalAuthorization, as well as annually thereafter.

4. UIIA.The following terms apply to the extent Intermodal Drayage Service involves shipment subject to the UIIA:

(a) Certification. CARRIER agrees to be subject to and comply with all requirements applicable to Motor Carriers under the UIIA, including the requirements, systems, and procedures of the applicable UIIA Equipment Provider.CARRIER agrees that UIIA Equipment Providers have the right to deny access toUIIA Property to any: (A) Drayage Truck that has not been registered, lacks proper identification devices, or does not meet applicable environmental, security, or safety regulations; and/or (B) driver who has not been properly registered, who is found to lack an approximate license, or who is determined to not be in compliance with any state or federal safety or security law.

(b) Insurance. CARRIER certifies that it, at CARRIER’s sole expense, has obtained, and will maintain, motor vehicle liability insurance at not less than the limits prescribed by federal regulations and the UIIA and that such insurance shall be procured from an insurance carrier accepted by theFMCSA. Alternatively, CARRIER certifies that it has been approved by the FMCSA as a self-insurer under the provisions of 49 C.F.R. § 387.309 to the extent such self-insurance satisfies the insurance requirements under the UIIA. CARRIER acknowledges and agrees that its Drayage Trucks or drivers may be denied access to UIIA Property if CARRIER does not maintain current valid required insurance for such truck or driver.

(c) Reporting,Lost, Stolen, or Destroyed Equipment. If CARRIER, its officers or managing agents have knowledge of any accident or occurrence involving lost, stolen, or destroyed equipment as those terms are defined under the UIIA, CARRIER shall immediately report the same in writing to BROKER. Such report shall contain to the extent available the notification information required under the applicable UIIA EquipmentProvider’s Addendum.

5. POLA. The following terms apply to the extent Intermodal DrayageService involves pick-up from, delivery to, or other presence at or on POLA (“POLAProperty”):

(a) Environment. CARRIER shall ensure that all Drayage Trucks and its drivers dispatched by CARRIER shall, when entering and leaving POLA and while at POLA, comply with POLA Tariff Number 4 and all applicable federal, state and municipal environmental laws, statutes, ordinances, rules and regulations that govern CARRIER’s Drayage Trucks and operations. CARRIER agrees that the Drayage Trucks and drivers it dispatches may be inspected for environmental compliance while at POLA by the Harbor Department or other federal, state or local authorities, including without limitation, theCalifornia Air Resource Board (“CARB”) or its agents. CARRIER acknowledges that any Drayage Truck that is not in compliance with POLA Tariff Number 4 and regulations may be denied access to POLA.

(b) Insurance.CARRIER shall, at its sole expense, maintain the following insurance coverage with insurance carriers accepted by FMCSA and authorized to do business in the State of California and which are rated A-, VII or better in the Best's InsuranceGuide:

i) Commercial general liability insurance covering personal and advertising injury, bodily injury, and property damage providing contractual liability, independent contractors, products and completed operations, and premises/operations coverages within CARRIER’s normal limits of liability but not less than$1,000,000 combined single limit for injury or claim. Said limits shall provide first dollar coverage. The insurance provided shall contain a severability of interest clause and shall provide that any other insurance maintained by POLA shall be excess of CARRIER’s insurance and shall not contribute to it. In all cases, regardless of any deductible or retention, said insurance shall contain a defense of suits provision. Each policy shall contain an additional insured endorsement naming the City of Los Angeles Harbor Department, its boards, officers, agents, and employees.

ii) Automobile insurance within CARRIER’s normal limits of liability but not less than$1,000,000 combined single limit per occurrence for transportation of all non-hazardous commodities, including oil and hazardous material in bulk and not less than $5,000,000 combined single limit for transporting hazardous substances in cargo tanks, portable tanks or hopper-type vehicles with capabilities in excess of 3,500 water gallons, or hazardous materials meeting specified hazard classes or divisions within the Hazardous Material Table at 49C.F.R. § 172.101. Each policy shall contain an additional insured endorsement naming the City of Los Angeles Harbor Department, and its boards, officers, agents, and employees.

6. POLB. The following terms apply to the extentCARRIER uses one or more Intermodal Authorizations to provide services at or on any property under the jurisdiction of POLB (“POLB Property”):

(a) Certification.CARRIER hereby acknowledges that all DrayageTrucks comply with all federal, state, and POLB environmental, security, and safety regulations, ordinances, or rules, and CARRIER shall not dispatch anyDrayage Truck that it knows or in the exercise of due diligence should know does not so comply. CARRIER acknowledges that POLB has the right to deny access to POLB Property to any: (A) Drayage Truck that has not been registered, lacks proper identification devices, or does not meet applicable environmental, security, or safety regulations; and/or (B) Driver that has not been properly registered, who is found to lack an approximate license, or who is determined to not be in compliance with any state or federal safety or security law.

(b) Safety and Inspection. CARRIER agrees to maintain or display a current sticker or other credential required by federal or state law demonstrating that the Drayage Truck CARRIER dispatches toPOLB Property has undergone and passed a timely safety inspection. In addition,CARRIER acknowledges and agrees that any Drayage Trucks and drivers it dispatches to POLB Property may be inspected for safety-compliance, security-compliance, and/or environmental-compliance purposes while on POLBProperty.

(c) Environment.CARRIER hereby acknowledges that it is responsible to remain in full compliance with all federal, state, municipal, and environmental regulations pertaining to the provision of services at or onPOLB Property, including but not limited to POLB Port Tariff Number 4 and its implementation of the Clean Trucks Program restrictions on truck emissions, and certifies to the best of its knowledge that it so complies. CARRIER agrees that the Drayage Trucks and drivers it dispatches may be inspected for environmental compliance while on POLB Property by the Harbor Department or other federal, state or local authorities, including without limitation, CARB or its agents.CARRIER acknowledges that any Drayage Truck that is not in compliance with POLBTariff Number 4 and regulations may be denied access to POLB Property.

(d) Insurance. CARRIER certifies that it, at CARRIER’s sole expense, has obtained, and will maintain, motor vehicle liability insurance at not less than the limits prescribed by federal regulations and that such insurance shall be procured from an insurance carrier accepted by theFMCSA. Alternatively, CARRIER certifies that it has been approved by the FMCSA as a self-insurer under the provisions of 49 C.F.R. § 387.309. CARRIER acknowledges and agrees that its Drayage Trucks or drivers may be denied access to POLB Property if CARRIER does not maintain current valid required insurance for such equipment or driver.

7. POAK. The following terms apply to the extentCARRIER uses one or more Intermodal Authorizations to provide services at or on any property under the jurisdiction of POAK (“POAK Property”):

(a) Environment. CARRIER shall ensure that all Drayage Trucks and its drivers dispatched by CARRIER shall, when entering and leaving POAKProperty and while on POAK Property, comply with POAK Tariff Number 2A and all applicable federal, state and municipal environmental laws, statutes, ordinances, rules and regulations that govern CARRIER’s Drayage Trucks and operations. CARRIER agrees that Drayage Trucks and drivers it dispatches may be inspected for environmental compliance while on POAK Property by the SeaportFacility Operator or other federal, state or local authorities, including without limitation, CARB or its agents. CARRIER acknowledges that any DrayageTruck that is not in compliance with POAK Tariff Number 2A and regulations maybe denied access to POAK Property.

(b) Insurance. CARRIER shall, at its sole expense, maintain the following insurance coverage:

i) General liability and motor vehicle insurance that fully complies with the FMCSA, and state and federal regulations applicable to CARRIER’s performance of services at or on POAK Property;

ii) All insurance required by this Addendum shall be placed with insurance carriers accepted by FMCSA and authorized to do business in the State of California and which are rated A-, VII or better in the Best's Insurance Guide.

IV. TERM

ThisAddendum shall end upon the earlier of: (i) termination or expiration of theAgreement; or (ii) either party’s termination of this Addendum with at leastten (10) days’ prior written notice of such to the other party.

V. INDEMNIFICATION

CARRIER will be responsible for any and all damage, loss, theft or destruction to any equipment supplied to or operated by CARRIER, and CARRIER shall at all times indemnify, protect, defend, and hold harmless BROKER, any relevant BROKER affiliate, any relevant Terminal, and any and all of BROKER’s, relevant BROKER affiliate’s, and relevant Terminal’s boards, officers, agents, or employees from and against all claims, charges, demands, costs, expenses (including reasonable counsel fees), judgments, civil fines and penalties, liabilities or losses of any kind or nature whatsoever which may be sustained or suffered by or secured against BROKER, any relevant BROKER affiliate, any relevantTerminal, and/or any and all of BROKER’s, relevant BROKER affiliate’s, and relevant Terminal’s boards, officers, agents, or employees by reason of any damage to property, injury to persons, or any action, claim, or other liability that may arise out of the performance of services under this Addendum that is caused by or related to any act, omission, or negligence of CARRIER, its boards, officers, agents, employees, contractors, subcontractors or equipment, including its Drayage Trucks.

VI. DEFAULTAND REMEDIES

1. In the event CARRIER commits an event of Default (as defined elsewhere in thisAddendum), such event shall be deemed a Default and BROKER, or a third party onBROKER’s behalf, shall issue CARRIER written notice of Default. CARRIER shall, at CARRIER’s sole cost, comply with reasonable proposed cures and/or remedies indicated in such notice of Default or otherwise communicated to CARRIER.

2. Any of the following shall constitute a default of this Addendum (“Default”) byCARRIER:

(a) Any failure to perform any term of this Addendum, which continues for seven (7)days after receiving written notice from an applicable government authority,Terminal, BROKER, or third party on BROKER’s behalf;

(b) CARRIER shall be declared to be bankrupt or insolvent according to law, or if any assignment of its property shall be made for the benefit of creditors;

(d) Any act or failure to act which operates to deprive CARRIER any of the rights, powers, licenses, permits or authorities necessary for the proper conduct and operation of services in accordance with applicable laws;

(e) Any fraud or misrepresentation in, information or data related to this addendum and submitted to BROKER, the UIIA, or the Harbor Department;

(f) Any effort to misrepresent that a Drayage Truck complies with Section 20 of POLATariff Number 4, to disable or fail to maintain in proper operation emission-control equipment that has been installed in Drayage Trucks, or any use of a Drayage Truck that does not comply with Section 20 of POLA TariffNumber 4;

(g) Any failure to pay amounts due under this Addendum; or

(h) Any violation of the UIIA Participating Party Agreement, POLB or POLA Tariff Number4, POAK Tariff Number 2A, or applicable municipal, state or Federal laws applicable to CARRIER’s provision of services.

3. Following the occurrence of a Default and, if applicable, the expiration of applicable cure periods, BROKER may, in its sole discretion, temporarily disqualifyCARRIER with respect to the applicable Intermodal Authorization or terminate this Addendum. This Section shall not limit any CARRIER liability or obligations set forth elsewhere in this Addendum.

4. IfBROKER, or a third party on BROKER’s behalf, appeals a notice of Default, issued by the UIIA, POLA, POLB, or POAK, related to or arising out of CARRIER’sDefault, CARRIER shall timely and fully cooperate with BROKER, or the third party designated by BROKER, as necessary related to such appeal, including but not limited to providing supporting information, attending hearings, etc. In addition, if the UIIA, POLB, POLA and/or POAK seeks suspension of theIntermodal Authorization as a result of or related to CARRIER’s performance of services under this Agreement, CARRIER shall cooperate with BROKER, any third party designated by BROKER, or the UIIA, POLB, POLA and/or POAK as necessary to process, appeal, disprove, etc., such actual or potential suspension.

VII. INDEPENDENTCONTRACTORS

Nothing in this Addendum is intended to change thatCARRIER is an independent business performing services distinct from BROKER’s, including when CARRIER uses an Intermodal Authorization CARRIER has been authorized to use by BROKER to perform services under this Agreement.

VIII. AFFIRMATIVEACTION

CARRIER shall not discriminate in its employment practices against any employee or applicant for employment because of employee’s or applicant’s race, religion, national origin, ancestry, sex, age, sexual orientation, disability, marital status, domestic partner status, or medical condition.

IX. WAGE AND EARNINGS ASSIGNMENT ORDERS / NOTICES OF ASSIGNMENT

CARRIER and/or any subcontractor are obligated to fully comply with all applicable state and federal employment reporting requirements for CARRIER and/or subcontractor’s employees. CARRIER and/or subcontractor shall certify that the principal owner(s) are in compliance with any Wage and Earnings Assignment Orders and Notices of Assignments applicable to them personally. CARRIER and/or subcontractor will fully comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments in accordance with Cal. Family Code Sections 5230 et seq. CARRIER or subcontractor will maintain such compliance throughout the term of this Agreement.

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