\n———————————————————————————————–
\nFebruary, 2001 [*]<\/p>\n———————————————————————————————–
\nMarch, 2001 [*]<\/p>\n
———————————————————————————————–
\nApril, 2001 [*]<\/p>\n
———————————————————————————————–
\nMay, 2001 [*]<\/p>\n
———————————————————————————————–
\nJune, 2001 and thereafter until [*]
\ncommencement of Services<\/p>\n
———————————————————————————————–
\n<\/c><\/s><\/caption>\n<\/table>\n
(c) Upon either Party’s exercise of a right to terminate this Agreement
\n pursuant to this Article 15, except as otherwise provided in Section 15.4
\n (a) above, neither Party shall be liable to the other, for any fees,
\n expenses, other compensation or damages of any kind whatsoever including
\n loss of profit, whether on account of the loss by either Party of present
\n or prospective profits or fees on sales or anticipated sales, or
\n expenditures, investments or commitments made in connection with the
\n establishment, development, or maintenance of the services performed
\n hereunder, subject to payment of all fees and compensation for the FedEx
\n Services pursuant to this Agreement and without prejudice to the payment to
\n one Party of any indemnities resulting from the breach by the other Party
\n of any of the dispositions under the present Agreement, as the case may be.
\n Such termination shall not prejudice the Parties’ respective rights to be
\n paid for any services rendered or debts arising prior to the effective date
\n of termination.<\/p>\n
ARTICLE 16<\/p>\n
25<\/p>\n
EVENTS OF DEFAULT<\/p>\n
16.1. The occurrence of any one or more of the following events (the
\n “Events of Default”) will constitute a default and breach of
\n this Agreement:<\/p>\n
(i) Failure by either Party to pay any fee, reimbursable or other
\n payment due pursuant to this Agreement, including, but not by
\n way of limitation, the obligation of either Party to make
\n payments in accordance with the provisions of Section 7.3 of
\n the Agreement and the continuance of that failure for more
\n than forty five (45) days following the date of a notice (the
\n “Default Notice”) from the Senior Vice President and General
\n Counsel (or an equivalent level position) of the
\n non-defaulting Party to the Senior Vice-President and General
\n Counsel (or an equivalent level position) of the defaulting
\n Party with, in the case of USPS, a copy to the Manager,
\n National Mail Transportation, Purchasing (or any successor
\n position); provided, however, that if, as of the thirty fifth
\n day following the date of the Default Notice, payment has not
\n been received by the non-defaulting Party, the non-defaulting
\n Party shall have sent a second notice (the “Second Default
\n Notice”) to the same parties to whom the Default Notice was
\n sent. The Default Notice and the Second Notice shall be sent
\n by either USPS Express Mail or FedEx Priority Overnight or any
\n successor overnight product of either as confirmed by a proof
\n of delivery receipt;<\/p>\n
(ii) Failure of either Party to observe or perform any of the
\n material covenants, conditions or provisions of this
\n Agreement, other than the late payment of fees, reimbursable
\n or other payments, where the failure continues for a period of
\n sixty (60) days after the defaulting Party’s receipt of notice
\n of such failure; or<\/p>\n
(iii) Failure of either Party to observe or perform its obligations
\n in accordance with the provisions of Section 10.1 (c), 10.3 or
\n 10.4 of this Agreement.<\/p>\n
16.2. Upon the occurrence of an Event of Default specified in
\n Sections 16.1 (i) or (iii) above, the non-defaulting Party may
\n exercise and shall be entitled to any remedies available to it
\n in law or equity, including the right to terminate this
\n Agreement in whole or in part without demand or judicial
\n resolution, by written notice effective upon 365 days notice
\n to the defaulting Party. Upon the occurrence of an Event of
\n Default other than those specified in the first sentence of
\n this Section 16.2, the non-defaulting Party may exercise and
\n be entitled to any remedies available to it in law or equity
\n but shall not be entitled to terminate this Agreement absent
\n the consent of the other Party.<\/p>\n
ARTICLE 17<\/p>\n
CONFIDENTIALITY<\/p>\n
17.1 During the term of this Agreement and until the earlier of five (5)
\n years after such termination or until such time as the information is
\n no longer confidential as described in Article 17.2, each Party shall
\n treat as confidential and appropriately safeguard and shall not use
\n for the benefit of any person or corporation other than the other
\n Party:<\/p>\n
(i) written information identified in writing as confidential or oral
\n information promptly confirmed in writing as being confidential;<\/p>\n
26<\/p>\n
(ii) written information or oral information disclosed by the
\n parties during the negotiation of this Agreement and
\n written information or oral information promptly
\n confirmed in writing as confidential pertaining to a
\n Party’s pricing, business or assets which is received at
\n any time from a Party or its Affiliates that is
\n identified in writing;<\/p>\n
(iii) any information or knowledge concerning the methods of
\n operation, promotion, sale, or distribution used by a
\n Party or its Affiliates which may be communicated to the
\n other Party or its Affiliates or which a Party may
\n otherwise acquire by virtue of its performance of this
\n Agreement; or<\/p>\n
(iv) any information that the recipient of which actually
\n knows or should reasonably have known is confidential or
\n proprietary to the other Party.<\/p>\n
17.2 Information shall not be considered confidential if it is:<\/p>\n
(i) Generally known to the trade or public;<\/p>\n
(ii) Rightfully possessed by a Party prior to the date of this
\n Agreement;<\/p>\n
(iii) Received by a Party from a third Party which rightfully
\n possesses it;<\/p>\n
(iv) Independently developed by the other Party; or<\/p>\n
(v) Releasable pursuant to Postal regulations addressing how
\n information is maintained by USPS. Those regulations are
\n contained at 39 CFR 265.8.<\/p>\n
ARTICLE 18<\/p>\n
FORCE MAJEURE<\/p>\n
Each Party shall be excused from performance under this Agreement, including
\ndelivery times and commitments, and neither Party shall be liable to the other
\nor any other person or entity for loss, damage, delay, mis-delivery or
\nnon-delivery of shipments transported pursuant to this Agreement, resulting in
\nwhole or in part from any of the following: perils of the air, public enemies,
\ncriminal acts of any person or entity, public authorities acting with actual or
\napparent authority (including U. S. Postal Inspectors), civil commotion, hazards
\nincident to a state of war, local or national weather conditions, national or
\nlocal disruptions in transportation networks or operations (of any mode) of
\nFedEx or any other entity, strikes or anticipated strikes of FedEx, USPS or any
\nother Person, natural disasters, disruption or failure of communication and
\ninformation systems, or any conditions that present a danger to each Party’s
\npersonnel. In every case the failure to perform must be beyond the control and
\nwithout the fault or negligence of the Party claiming that its performance is
\nexcused hereunder. As provided in Section 8.5 (f) of this Agreement, except for
\nNational or Regional Disruptions, nothing in this Article 18 shall relieve FedEx
\nof its obligations under Section 8.5 of the Agreement.<\/p>\n
If, as a result of the occurrence of one of the foregoing events, FedEx is
\nexcused from performance, the parties will meet to agree upon a pro rata
\nadjustment of the Minimum Guaranteed Volumes.<\/p>\n
27<\/p>\n
ARTICLE 19<\/p>\n
STANDARD USPS CLAUSES<\/p>\n
CONTRACT TYPE<\/p>\n
This Agreement is a contract for the purchase of commercial services, and
\nis awarded pursuant to Section 4.3 of the Purchasing Manual (which may be
\nreferred to herein as the “PM”), and is subject to such deviations from the
\nPurchasing Manual as have been duly authorized by USPS.<\/p>\n
INCORPORATION BY REFERENCE<\/p>\n
This Agreement, including its exhibits and schedules, constitute the
\nparties’ entire agreement on the subject matter set forth herein. There are no
\ncontract clauses, regulations, provisions of the Purchasing Manual or other
\nprovisions of law incorporated herein, except as explicitly stated in this
\nAgreement. The Christian Doctrine shall not apply to this Agreement, and the
\nparties specifically reject the incorporation by reference or operation of law
\nof any terms that are not specifically referenced or described herein.<\/p>\n
COMMERCIAL SUBCONTRACTS<\/p>\n
Except as required by law, notwithstanding any other provision of this
\nAgreement, FedEx is not required to include any PM clause, other than those
\nlisted below (and as may be required by an addenda to this paragraph) in a
\nsubcontract for commercial items or commercial components:<\/p>\n
(1) Clause 9-7, Equal Opportunity (January 1997)<\/p>\n
(2) Clause 9-14, Affirmative Action for Disabled Veterans and Veterans of
\n the Vietnam Era (January 1997)<\/p>\n
(3) Clause 9-13, Affirmative Action for Handicapped Workers (January 1997)<\/p>\n
CLAUSE B-8 ASSIGNMENT OF CLAIMS<\/p>\n
a. If this contract provides for payments aggregating $10,000 or more, claims
\nfor monies due or to become due from the USPS under it may be assigned to a
\nbank, trust company, or other financing institution, including any federal
\nlending agency, and may thereafter be further assigned and reassigned to any
\nsuch institution. Any such assignment or reassignment must cover all amounts
\npayable and must not be made to more than one Party, except that assignment or
\nreassignment may be made to one Party as agent or trustee for two or more
\nparties participating in financing this contract. No assignment or reassignment
\npursuant to the provisions of this clause will be recognized as valid and
\nbinding upon the USPS unless a written notice of the assignment or reassignment,
\ntogether with a true copy of the instrument of assignment, is filed with:<\/p>\n
(1) The contracting officer;<\/p>\n
(2) The surety or sureties upon any bond; and<\/p>\n
28<\/p>\n
(3) The office, if any, designated to make payment, and the contracting
\n officer has acknowledged the assignment in writing.<\/p>\n
b. Assignment of this contract or any interest in this contract other than in
\naccordance with the provisions of this Agreement will be grounds for termination
\nof the contract for default at the option of the USPS<\/p>\n
CLAUSE B-9 CLAIMS AND DISPUTES<\/p>\n
a. This contract is subject to the Contract Disputes Act of 1978. (41 U.S.C.
\n 601-613) (“the Act”).<\/p>\n
b. Except as otherwise provided in the Act and this Agreement (including
\n specifically the provisions of Article 3, Sections 7.3 and Article 16 all
\n disputes arising under or relating to this Agreement must be resolved under
\n this clause.<\/p>\n
c. “Claim”, as used in this clause, means a written demand or written
\n assertion by one of the contracting parties seeking, as a matter of right,
\n the payment of money in a sum certain, the interpretation of contract
\n terms, or other relief arising under or relating to this Agreement.
\n However, a written demand or written assertion by FedEx seeking the payment
\n of money exceeding $100,000 is not a Claim under the Act until certified as
\n required by subparagraph d.2 below. A voucher, invoice, or other routine
\n request for payment that is not in dispute when submitted is not a Claim
\n under the Act. The submission may be converted to a claim under the Act by
\n complying with the submission and certification requirements of this
\n clause, if it is disputed either as to liability or amount is not acted
\n upon in a reasonable time.<\/p>\n
d. (1) A Claim by FedEx must be made in writing and submitted to the
\ncontracting officer for a written decision. A Claim by the USPS against FedEx is
\nsubject to a written decision by the contracting officer.<\/p>\n
(2) (a) For FedEx Claims exceeding $100,000, FedEx must submit with the
\n claim the following certification:<\/p>\n
“I certify that the claim is made in good faith, that the supporting data
\n are accurate and complete to the best of my knowledge and belief, that the
\n amount requested accurately reflects the contract adjustment for which
\n FedEx believes the USPS is liable, and that I am duly authorized to certify
\n the claim on behalf of FedEx.”<\/p>\n
(b) For USPS Claims exceeding $100,000, USPS must submit with the claim the
\n following certification:<\/p>\n
“I certify that the claim is made in good faith, that the supporting
\n data are accurate and complete to the best of my knowledge and belief, that
\n the amount requested accurately reflects the contract adjustment for which
\n USPS believes FedEx is liable, and that I am duly authorized to certify the
\n claim on behalf of USPS.”<\/p>\n
(3) The certification may be executed by any person duly authorized to bind
\n FedEx with respect to the claim.<\/p>\n
29<\/p>\n
e. For FedEx claims of $100,000 or less, the contracting officer must, if
\n requested in writing by FedEx, render a decision within 15 days of the
\n request. For FedEx-certified Claims over $100,000, the contracting
\n officer must, within 30 days, or such longer period as shall be
\n mutually agreed by the parties, decide the claim. If the parties
\n cannot agree upon a period of time for deciding claims in excess of
\n the time periods provided above, the contracting officer shall be
\n deemed to have denied FedEx’s position if no contrary determination
\n has been made within the applicable time period.<\/p>\n
f. The contracting officer’s decision is final unless FedEx appeals or
\n files a suit as provided in the Act.<\/p>\n
g. When a Claim is submitted by or against FedEx, the parties by mutual
\n consent may agree to use an alternative dispute resolution (ADR)
\n process to assist in resolving the claim. A certification as described
\n in d(2) of this clause must be provided for any claim, regardless of
\n dollar amount, before ADR is used.<\/p>\n
h. The unsuccessful Party will pay interest in the amount found due and
\n unpaid from the occurrence of the event giving rise to such Claim at
\n the highest rate permissible by applicable law.<\/p>\n
CLAUSE 3-2 PARTICIPATION OF SMALL, MINORITY, AND WOMAN-OWNED BUSINESSES<\/p>\n
a. The policy of the USPS is to encourage the participation of small,
\n minority, and woman-owned business in its purchases of supplies and
\n services to the maximum extent practicable consistent with efficient
\n contract performance. FedEx agrees to follow the same policy in
\n performing this contract.<\/p>\n
b. Subject to the agreement of FedEx and the USPS, FedEx will report
\n subcontracting activity on one of the following bases:<\/p>\n
(1) Showing direct subcontracting awards made;<\/p>\n
(2) Showing subcontracting activity that is allocable to this
\n contract using generally accepted accounting practices; or<\/p>\n
(3) A combination of the methods listed above.<\/p>\n
c. FedEx will submit a report to the contracting officer within 15
\n calendar days after the end of each calendar-year quarter, describing
\n all subcontract awards to small, minority, or woman-owned businesses.
\n The contracting officer may require more frequent reports.<\/p>\n
CLAUSE 6-1 BANKRUPTCY<\/p>\n
In the event FedEx enters into proceedings relating to bankruptcy, whether
\n voluntary or involuntary, FedEx will furnish, by certified mail, written
\n notification of the bankruptcy to the contracting officer responsible for
\n administering the contract. The notification must be furnished within five
\n days of the initiation of the bankruptcy proceedings. The notification must
\n include the date on which the bankruptcy petition<\/p>\n
30<\/p>\n
was filed, the court in which the petition was filed, and a list of USPS
\n contracts and contracting officers for all USPS contracts for which final
\n payment has not yet been made. This obligation remains in effect until
\n final payment under this contract.<\/p>\n
CLAUSE 9-1 CONVICT LABOR<\/p>\n
In connection with the work under this contract, FedEx agrees not to employ
\n any person undergoing sentence of imprisonment, except as provided by
\n Public Law 89-176, September 10, 1965 (18 U.S.C. 4082(c)(2) and Executive
\n Order 11755, December 29, 1973.<\/p>\n
CLAUSE 9-2 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT – OVERTIME
\nCOMPENSATION<\/p>\n
a. Overtime Requirements. No supplier or subcontractor contracting for
\n any part of the contract work may require or permit any laborer or mechanic
\n to work more than 40 hours in any workweek on work subject to the
\n provisions of the Contract Work Hours and Safety Standards Act, unless the
\n laborer or mechanic receives compensation at a rate not less than
\n one-and-one-half times the laborer’s or mechanic’s basic rate of pay for
\n all such hours worked in excess of 40 hours.<\/p>\n
b. Violation, Liability for Unpaid Wages, and Liquidated Damages. In the
\n event of any violation of paragraph a above, FedEx and any subcontractor
\n responsible for the violation are liable to any affected employee for
\n unpaid wages. FedEx and subcontractor are also liable to the USPS for
\n liquidated damages, which will be computed for each laborer or mechanic at
\n $10 for each day on which the employee was required or permitted to work in
\n violation of paragraph a above.<\/p>\n
c. Withholding for Unpaid Wages and Liquidated Damages. The contracting
\n officer may withhold from FedEx, from any moneys payable to FedEx or
\n subcontractor under this or any other contract with the same supplier, or
\n any other federally-assisted contract subject to the Contract Work Hours
\n and Safety Standards Act held by the same supplier, sums as may
\n administratively be determined necessary to satisfy any liabilities of
\n FedEx or subcontractor for unpaid wages and liquidated damages pursuant to
\n paragraph b above.<\/p>\n
d. Records. FedEx or subcontractor must maintain for three years from the
\n completion of the contract for each laborer and mechanic (including
\n watchmen and guards) working on the contract payroll records which contain
\n the name, address, social security number, and classification(s) of each
\n such employee, hourly rates of wages paid, number of daily and weekly hours
\n worked, deductions made, and actual wages paid. FedEx or subcontractor must
\n make these records available for inspection, copying, or transcription by
\n authorized representatives of the contracting officer and the Department of
\n Labor, and must permit such representatives to interview employees during
\n working hours on the job. (The Department of Labor information collection
\n and record keeping requirements in this paragraph d have been approved by
\n the Office of Management and Budget (OMB) under OMB control numbers
\n 1215-0140 and 1215-0017.)<\/p>\n
31<\/p>\n
e. Subcontracts. FedEx must insert paragraphs a through d of this clause
\n in all subcontracts, and must require their inclusion in all subcontracts
\n at any tier.<\/p>\n
CLAUSE 9-7 EQUAL OPPORTUNITY<\/p>\n
a. FedEx may not discriminate against employees or applicants because of
\n race, color, religion, sex, or national origin. FedEx will take
\n affirmative action to ensure that applicants are employed, and that
\n employees are treated during employment, without regard to race, color
\n religion, sex, or national origin. This action must include, but not
\n be limited to, employment, upgrading, demotion, or transfer;
\n recruitment or recruitment advertising; layoff or termination; rates
\n of pay or other forms of compensation; and selection for training,
\n including apprenticeship. FedEx agrees to post in conspicuous places,
\n available to employees and applicants, notices provided by the
\n contracting officer setting forth the provisions of this clause.<\/p>\n
b. FedEx must, in all solicitations or advertisements for employees
\n placed by it or on its behalf, state that all qualified applicants
\n will be considered for employment without regard to race, color,
\n religion, sex, or national origin.<\/p>\n
c. FedEx must send to each union or workers’ representative with which
\n FedEx has a collective bargaining agreement or other understanding, a
\n notice, provided by the contracting officer, advising the union or
\n workers’ representative of FedEx’s commitments under this clause, and
\n must post copies of the notice in conspicuous places available to
\n employees and applicants.<\/p>\n
d. FedEx must comply with all provisions of Executive Order (EO) 11246 of
\n September 24, 1965, as amended, and of the rules, regulations, and
\n relevant orders of the Secretary of Labor.<\/p>\n
e. FedEx must furnish all information and reports required by the
\n Executive Order, and by the rules, regulations, and orders of the
\n Secretary, and must permit access to FedEx’s books, records, and
\n accounts by the USPS and the Secretary for purposes of investigation
\n to ascertain compliance with these rules, regulations, and orders.<\/p>\n
f. If FedEx fails to comply with this clause or with any of the said
\n rules, regulations, or orders, this contract may be cancelled,
\n terminated, or suspended, in whole or in part; FedEx may be declared
\n ineligible for further contracts in accordance with the Executive
\n Order; and other sanctions may be imposed and remedies invoked under
\n the Executive Order, or by rule, regulation, or order of the
\n Secretary, or as otherwise provided by law.<\/p>\n
g. FedEx must insert this clause, including this paragraph g, in all
\n subcontracts or purchase orders under this contract unless exempted by
\n Secretary of Labor rules, regulations, or orders issued under the
\n Executive Order. FedEx must take such action with respect to any such
\n subcontract or purchase order as the USPS may direct as a means of
\n enforcing the terms and conditions of this clause (including sanctions
\n for non-compliance), provided, however, that if<\/p>\n
32<\/p>\n
FedEx becomes involved in, or is threatened with, litigation as a
\n result, FedEx may request the USPS to enter into the litigation to
\n protect the interest of the USPS.<\/p>\n
h. Disputes under this clause will be governed by the procedures in 41
\n CFR 60-1.1.<\/p>\n
CLAUSE 9-9 EQUAL OPPORTUNITY PREAWARD COMPLIANCE OF SUBCONTRACTS<\/p>\n
FedEx may not enter into a first-tier subcontract for an estimated or
\n actual amount of $1 million or more without obtaining in writing from
\n the contracting officer a clearance that the proposed subcontractor is
\n in compliance with equal opportunity requirements and therefore
\n eligible for award.<\/p>\n
CLAUSE 9-10 SERVICE CONTRACT ACT<\/p>\n
a. This contract is subject to the Service Contract Act of 1965, as
\n amended (41 U.S.C. Section 351 et seq.), and to the following provisions
\n and all other applicable provisions of the Act and regulations of the
\n Secretary of Labor issued under the Act (29 CFR Part 4).<\/p>\n
b. (1) Each service employee employed in the performance of this
\n contract by FedEx or any subcontractor must be (a) paid not less than the
\n minimum monetary wages and (b) furnished fringe benefits in accordance with
\n the wages and fringe benefits determined by the Secretary of Labor or an
\n authorized representative, as specified in any wage determination attached
\n to this contract.<\/p>\n
(2) (a) If a wage determination is attached to this contract, the
\n contracting officer must require that any class of service employees
\n not listed in it and to be employed under the contract (that is, the
\n work to be performed is not performed by any classification listed in
\n the wage determination) be classified by FedEx so as to provide a
\n reasonable relationship (that is, appropriate level of skill
\n comparison) between the unlisted classifications and the
\n classifications in the wage determination. The conformed class of
\n employees must be paid the monetary wages and furnished the fringe
\n benefits determined under this clause. (The information collection
\n requirements contained in this paragraph b have been approved by the
\n Office of Management and Budget under OMB control number 1215-0150.)<\/p>\n
(b) The conforming procedure must be initiated by FedEx before the
\n performance of contract work by the unlisted class of employees. A
\n written report of the proposed conforming action, including
\n information regarding the agreement or disagreement of the authorized
\n representative of the employees involved or, if there is no authorized
\n representative, the employees themselves, must be submitted by FedEx
\n to the contracting officer no later than 30 days after the unlisted
\n class of employees performs any contract work. The contracting officer
\n must review the proposed action and promptly submit a report of it,
\n together with the agency’s recommendation and all pertinent
\n information, including the position of FedEx and the employees, to the
\n Wage and Hour Division, Employment Standards Administration, U.S.
\n Department<\/p>\n
33<\/p>\n
of Labor, for review. Within 30 days of receipt, the Wage and Hour
\n Division will approve, modify, or disapprove the action, render a
\n final determination in the event of disagreement, or notify the
\n contracting officer that additional time is necessary.<\/p>\n
(c) The final determination of the conformance action by the Wage and
\n Hour Division will be transmitted to the contracting officer, who must
\n promptly notify FedEx of the action taken. FedEx must give each
\n affected employee a written copy of this determination, or it must be
\n posted as a part of the wage determination.<\/p>\n
(d) (i) The process of establishing wage and fringe benefit rates
\n bearing a reasonable relationship to those listed in a wage
\n determination cannot be reduced to any single formula. The approach
\n used may vary from determination to determination, depending on the
\n circumstances. Standard wage and salary administration practices
\n ranking various job classifications by pay grade pursuant to point
\n schemes or other job factors may, for example, be relied upon.
\n Guidance may also be obtained from the way various jobs are rated
\n under federal pay systems (Federal Wage Board Pay System and the
\n General Schedule) or from other wage determinations issued in the same
\n locality. Basic to the establishment of conformable wage rates is the
\n concept that a pay relationship should be maintained between job
\n classifications on the basis of the skill required and the duties
\n performed.<\/p>\n
(ii) If a contract is modified or extended or an option is exercised,
\n or if a contract succeeds a contract under which the classification in
\n question was previously conformed pursuant to this clause, a new
\n conformed wage rate and fringe benefits may be assigned to the
\n conformed classification by indexing (that is, adjusting) the previous
\n conformed rate and fringe benefits by an amount equal to the average
\n (mean) percentage increase change in the wages and fringe benefits
\n specified for all classifications to be used on the contract that are
\n listed in the current wage determination, and those specified for the
\n corresponding classifications in the previously applicable wage
\n determination. If these conforming actions are accomplished before the
\n performance of contract work by the unlisted class of employees, FedEx
\n must advise the contracting officer of the action taken, but the other
\n procedures in b.2(c) above need not be followed.<\/p>\n
(iii) No employee engaged in performing work on this contract may be
\n paid less than the currently applicable minimum wage specified under
\n section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.<\/p>\n
(e) The wage rate and fringe benefits finally determined pursuant to
\n b.2(a) and (b) above must be paid to all employees performing in the
\n classification from the first day on which contract work is performed
\n by them in the classification. Failure to pay unlisted employees the
\n compensation agreed upon by the interested parties and\/or finally
\n determined by the Wage and Hour Division retroactive to the date the
\n class of employees began contract work is a violation of the Service
\n Contract Act and this contract.<\/p>\n
34<\/p>\n
(f) Upon discovery of failure to comply with b.2(a) through (e)
\n above, the Wage and Hour Division will make a final determination of
\n conformed classification, wage rate, and\/or fringe benefits that will
\n be retroactive to the date the class of employees commenced contract
\n work.<\/p>\n
(3) If, as authorized pursuant to section 4(d) of the Service
\n Contract Act, the term of this contract is more than one year, the
\n minimum monetary wages and fringe benefits required to be paid or
\n furnished to service employees will be subject to adjustment after one
\n year and not less often than once every two years, pursuant to wage
\n determinations to be issued by the Wage and Hour Division, Employment
\n Standards Administration of the Department of Labor.<\/p>\n
c. FedEx or subcontractor may discharge the obligation to furnish fringe
\n benefits specified in the attachment or determined conformably to it by
\n furnishing any equivalent combinations of bona fide fringe benefits, or by
\n making equivalent or differential payments in cash in accordance with the
\n applicable rules set forth in Subpart D of 29 CFR Part 4, and not
\n otherwise.<\/p>\n
d. (1) (a) In the absence of a minimum-wage attachment for this
\n contract, neither FedEx nor any subcontractor under this contract may
\n pay any person performing work under the contract (regardless of
\n whether they are service employees) less than the minimum wage
\n specified by section 6(a)(1) of the Fair Labor Standards Act of 1938.
\n Nothing in this provision relieves FedEx or any subcontractor of any
\n other obligation under law or contract for the payment of a higher
\n wage to any employee.<\/p>\n
(b) This Agreement provides for the periodic adjustment of wages
\n and fringe benefits pursuant to future determination, issued in the
\n manner prescribed in Section 351 of the Services Contract Act, no less
\n than one every two years during the term of this Agreement, covering
\n the various classes of service employees.<\/p>\n
(2) (a) If this contract succeeds a contract subject to the Service
\n Contract Act, under which substantially the same services were
\n furnished in the same locality, and service employees were paid wages
\n and fringe benefits provided for in a collective bargaining agreement,
\n in the absence of a minimum wage attachment for this contract setting
\n forth collectively bargained wage rates and fringe benefits, neither
\n FedEx nor any subcontractor under this contract may pay any service
\n employee performing any of the contract work (regardless of whether or
\n not the employee was employed under the predecessor contract), less
\n than the wages and fringe benefits provided for in the agreement, to
\n which the employee would have been entitled if employed under the
\n predecessor contract, including accrued wages and fringe benefits and
\n any prospective increases in wages and fringe benefits provided for
\n under the agreement.<\/p>\n
(b) No supplier or subcontractor under this contract may be relieved
\n of the foregoing obligation unless the limitations of section 4.1(b)
\n of 29 CFR Part 4 apply or unless the Secretary of Labor or an
\n authorized representative finds, after a hearing as provided in
\n section 4.10 of 29 CFR Part 4, that the wages<\/p>\n
35<\/p>\n
and\/or fringe benefits provided for in the agreement vary
\n substantially from those prevailing for services of a similar
\n character in the locality, or determines, as provided in section 4.11
\n of 29 CFR Part 4, that the agreement applicable to service employees
\n under the predecessor contract was not entered into as a result of
\n arm’s-length negotiations.<\/p>\n
(c) If it is found in accordance with the review procedures in 29 CFR
\n 4.10 and\/or 4.11 and Parts 6 and 8 that wages and\/or fringe benefits
\n in a predecessor supplier’s collective bargaining agreement vary
\n substantially from those prevailing for services of a similar
\n character in the locality, and\/or that the agreement applicable to
\n service employees under the predecessor contract was not entered into
\n as a result of arm’s-length negotiations, the Department will issue a
\n new or revised wage determination setting forth the applicable wage
\n rates and fringe benefits. This determination will be made part of the
\n contract or subcontract, in accordance with the decision of the
\n Administrator, the Administrative Law Judge, or the Board of Service
\n Contract Appeals, as the case may be, irrespective of whether its
\n issuance occurs before or after award (53 Comp. Gen. 401 (1973)). In
\n the case of a wage determination issued solely as a result of a
\n finding of substantial variance, it will be effective as of the date
\n of the final administrative decision.<\/p>\n
e. FedEx and any subcontractor under this contract must notify each
\n service employee starting work on the contract of the minimum monetary wage
\n and any fringe benefits required to be paid pursuant to the contract, or
\n must post the wage determination attached to this contract. The poster
\n provided by the Department of Labor (Publication WH 1313) must be posted in
\n a prominent and accessible place at the work site. Failure to comply with
\n this requirement is a violation of section 2(a)(4) of the Act and of this
\n contract. (Approved by the Office of Management and Budget under OMB
\n control number 1215-0150.)<\/p>\n
f. FedEx or subcontractor may not permit services called for by this
\n contract to be performed in buildings or surroundings or under working
\n conditions provided by or under the control or supervision of FedEx or
\n subcontractor that are unsanitary or hazardous or dangerous to the health
\n or safety of service employees engaged to furnish these services, and FedEx
\n or subcontractor must comply with the safety and health standards applied
\n under 29 CFR Part 1925.<\/p>\n
g. (1) FedEx and each subcontractor performing work subject to the Act
\n must maintain for three years from the completion of the work records
\n containing the information specified in (a) through (f) following for each
\n employee subject to the Service Contract Act and must make them available
\n for inspection and transcription by authorized representatives of the Wage
\n and Hour Division, Employment Standards Administration of the U.S.
\n Department of Labor (approved by the Office of Management and Budget under
\n OMB control numbers 1215-0017 and 1215-0150):<\/p>\n
(a) Name, address, and social security number of each employee.<\/p>\n
(b) The correct work classification, rate or rates of monetary wages
\n paid and fringe benefits provided, rate or rates of fringe benefit
\n payments in lieu thereof, and total daily and weekly compensation of
\n each employee.<\/p>\n
36<\/p>\n
(c) The number of daily and weekly hours so worked by each employee.<\/p>\n
(d) Any deductions, rebates, or refunds from the total daily or
\n weekly compensation of each employee.<\/p>\n
(e) A list of monetary wages and fringe benefits for those classes of
\n service employees not included in the wage determination attached to
\n this contract but for whom wage rates or fringe benefits have been
\n determined by the interested parties or by the Administrator or
\n authorized representative pursuant to paragraph b above. A copy of the
\n report required by b.2(b) above is such a list.<\/p>\n
(f) Any list of the predecessor supplier’s employees furnished to
\n FedEx pursuant to section 4.6(1)(2) of 29 CFR Part 4.<\/p>\n
(2) FedEx must also make available a copy of this contract for
\n inspection or transcription by authorized representatives of the Wage and
\n Hour Division.<\/p>\n
(3) Failure to make and maintain or to make available the records
\n specified in this paragraph g for inspection and transcription is a
\n violation of the regulations and this contract, and in the case of failure
\n to produce these records, the contracting officer, upon direction of the
\n Department of Labor and notification of FedEx, must take action to suspend
\n any further payment or advance of funds until the violation ceases.<\/p>\n
(4) FedEx must permit authorized representatives of the Wage and
\n Hour Division to conduct interviews with employees at the work site during
\n normal working hours.<\/p>\n
h. FedEx must unconditionally pay to each employee subject to the Service
\n Contract Act all wages due free and clear and without subsequent deduction
\n (except as otherwise provided by law or regulations, 29 CFR Part 4),
\n rebate, or kickback on any account. Payments must be made no later than one
\n pay period following the end of the regular pay period in which the wages
\n were earned or accrued. A pay period under the Act may not be of any
\n duration longer than semimonthly.<\/p>\n
i. The contracting officer must withhold or cause to be withheld from the
\n USPS supplier under this or any other contract with FedEx such sums as an
\n appropriate official of the Department of Labor requests or the contracting
\n officer decides may be necessary to pay underpaid employees employed by
\n FedEx or subcontractor. In the event of failure to pay employees subject to
\n the Act wages or fringe benefits due under the Act, the USPS may, after
\n authorization or by direction of the Department of Labor and written
\n notification to FedEx, suspend any further payment or advance of funds
\n until the violations cease. Additionally, any failure to comply with the
\n requirements of this clause may be grounds for termination of the right to
\n proceed with the contract work. In this event, the USPS may enter into
\n other contracts or arrangements for completion of the work, charging FedEx
\n in default with any additional cost.<\/p>\n
j. FedEx agrees to insert this clause in all subcontracts subject to the
\n Act. The term “supplier,” as used in this clause in any subcontract, is
\n deemed to refer to the subcontractor, except in the term “supplier.”<\/p>\n
37<\/p>\n
k. Service employee means any person engaged in the performance of this
\n contract other than any person employed in a bona fide executive,
\n administrative, or professional capacity, as those terms are defined in
\n Part 541 of Title 29, Code of Federal Regulations as of July 30, 1976, and
\n any subsequent revision of those regulations. The term includes all such
\n persons regardless of any contractual relationship that may be alleged to
\n exist between a supplier or subcontractor and them.<\/p>\n
l. (1) If wages to be paid or fringe benefits to be furnished service
\n employees employed by FedEx or a subcontractor under the contract are
\n provided for in a collective bargaining agreement that is or will be
\n effective during any period in which the contract is being performed, FedEx
\n must report this fact to the contracting officer, together with full
\n information as to the application and accrual of these wages and fringe
\n benefits, including any prospective increases, to service employees engaged
\n in work on the contract, and furnish a copy of the agreement. The report
\n must be made upon starting performance of the contract, in the case of
\n collective bargaining agreements effective at the time. In the case of
\n agreements or provisions or amendments thereof effective at a later time
\n during the period of contract performance, they must be reported promptly
\n after their negotiation. (Approved by the Office of Management and Budget
\n under OMB control number 1215-0150.)<\/p>\n
(2) Not less than ten days before completion of any contract being
\n performed at a Postal facility where service employees may be retained
\n in the performance of a succeeding contract and subject to a wage
\n determination containing vacation or other benefit provisions based
\n upon length of service with a supplier (predecessor) or successor
\n (section 4.173 of Regulations, 29 CFR Part 4), the incumbent supplier
\n must furnish to the contracting officer a certified list of the names
\n of all service employees on FedEx’s or subcontractor’s payroll during
\n the last month of contract performance. The list must also contain
\n anniversary dates of employment on the contract, either with the
\n current or predecessor suppliers of each such service employee. The
\n contracting officer must turn over this list to the successor supplier
\n at the commencement of the succeeding contract. (Approved by the
\n Office of Management and Budget under OMB control number 1215-0150.)<\/p>\n
m. Rulings and interpretations of the Service Contract Act of 1965, as
\n amended, are contained in Regulations, 29 CFR Part 4.<\/p>\n
n. (1) By entering into this contract, FedEx and its officials certify
\n that neither they nor any person or firm with a substantial interest in
\n FedEx’s firm are ineligible to be awarded government contracts by virtue of
\n the sanctions imposed pursuant to section 5 of the Act.<\/p>\n
(2) No part of this contract may be subcontracted to any person or
\n firm ineligible for award of a government contract pursuant to section
\n 5 of the Act.<\/p>\n
(3) The penalty for making false statements is prescribed in the U.S.
\n Criminal Code, 18 U.S.C. 1001.<\/p>\n
o. Notwithstanding any of the other provisions of this clause, the
\n following employees may be employed in accordance with the following
\n variations, tolerances,<\/p>\n
38<\/p>\n
and exemptions, which the Secretary of Labor, pursuant to section 4(b) of
\n the Act before its amendment by Public Law 92-473, found to be necessary
\n and proper in the public interest or to avoid serious impairment of the
\n conduct of government business:<\/p>\n
(1) Apprentices, student-learners, and workers whose earning capacity
\n is impaired by age, or physical or mental deficiency or injury may be
\n employed at wages lower than the minimum wages otherwise required by
\n section 2(a)(1) or 2(b)(1) of the Service Contract Act without
\n diminishing any fringe benefits or cash payments in lieu thereof
\n required under section 2(a)(2) of the Act, in accordance with the
\n conditions and procedures prescribed for the employment of
\n apprentices, student-learners, handicapped persons, and handicapped
\n clients of sheltered workshops under section 14 of the Fair Labor
\n Standards Act of 1938, in the regulations issued by the Administrator
\n (29 CFR Parts 520, 521, 524, and 525).<\/p>\n
(2) The Administrator will issue certificates under the Service
\n Contract Act for the employment of apprentices, student-learners,
\n handicapped persons, or handicapped clients of sheltered workshops not
\n subject to the Fair Labor Standards Act of 1938, or subject to
\n different minimum rates of pay under the two Acts, authorizing
\n appropriate rates of minimum wages (but without changing requirements
\n concerning fringe benefits or supplementary cash payments in lieu
\n thereof), applying procedures prescribed by the applicable regulations
\n issued under the Fair Labor Standards Act of 1938 (29 CFR Parts 520,
\n 521, 524, and 525).<\/p>\n
(3) The Administrator will also withdraw, annul, or cancel such
\n certificates in accordance with the regulations in Parts 525 and 528
\n of Title 29 of the Code of Federal Regulations.<\/p>\n
p. Apprentices will be permitted to work at less than the predetermined
\n rate for the work they perform when they are employed and individually
\n registered in a bona fide apprenticeship program registered with a State
\n Apprenticeship Agency recognized by the U.S. Department of Labor, or if no
\n such recognized agency exists in a state, under a program registered with
\n the Bureau of Apprenticeship and Training, Employment and Training
\n Administration, U.S. Department of Labor. Any employee not registered as an
\n apprentice in an approved program must be paid the wage rate and fringe
\n benefits contained in the applicable wage determination for the journeyman
\n classification of work actually performed. The wage rates paid apprentices
\n may not be less than the wage rate for their level of progress set forth in
\n the registered program, expressed as the appropriate percentage of the
\n journeyman’s rate contained in the applicable wage determination. The
\n allowable ratio of apprentices to journeymen employed on the contract work
\n in any craft classification may not be greater than the ratio permitted to
\n FedEx for its entire workforce under the registered program.<\/p>\n
q. An employee engaged in an occupation in which he or she customarily
\n and regularly receives more than $30 a month tips may have the amount of
\n tips credited by the employer against the minimum wage required by section
\n 2(a)(1) or section 2(b)(1) of the Act in accordance with section 3(m) of
\n the Fair Labor Standards Act and Regulations, 29 CFR Part 531. However, the
\n amount of this credit may not exceed<\/p>\n
39<\/p>\n
$1.24 per hour beginning January 1, 1980, and $1.34 per hour after December
\n 31, 1980. To utilize this proviso:<\/p>\n
(1) The employer must inform tipped employees about this tip credit
\n allowance before the credit is utilized;<\/p>\n
(2) The employees must be allowed to retain all tips (individually or
\n through a pooling arrangement and regardless of whether the employer
\n elects to take a credit for tips received);<\/p>\n
(3) The employer must be able to show by records that the employee
\n receives at least the applicable Service Contract Act minimum wage
\n through the combination of direct wages and tip credit (approved by
\n the Office of Management and Budget under OMB control number
\n 1214-0017); and<\/p>\n
(4) The use of tip credit must have been permitted under any
\n predecessor collective bargaining agreement applicable by virtue of
\n section 4(c) of the Act.<\/p>\n
r. Disputes arising out of the labor standards provisions of this
\n contract are not subject to the Claims and Disputes clause but must be
\n resolved in accordance with the procedures of the Department of Labor set
\n forth in 29 CFR Parts 4, 6, and 8. Disputes within the meaning of this
\n clause include disputes between FedEx (or any of its subcontractors) and
\n the USPS, the U.S. Department of Labor, or the employees or their
\n representatives.<\/p>\n
CLAUSE 9-12 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT – PRICE
\nADJUSTMENT<\/p>\n
a. FedEx warrants that the contract prices do not include allowance for
\n any contingency to cover increased costs for which adjustment is provided
\n under this clause.<\/p>\n
b. The minimum prevailing wage determination, including fringe benefits,
\n issued under the Service Contract Act of 1965 by the Department of Labor,
\n current at the beginning of each renewal period, applies to any renewal of
\n this contract. When no such determination has been made as applied to this
\n contract, the minimum wage established in accordance with the Service
\n Contract Act clause applies to any renewal of this contract.<\/p>\n
c. When, as a result of the determination of minimum prevailing wages and
\n fringe benefits applicable at the beginning of the renewal option period,
\n or when an increased or decreased wage determination is otherwise applied
\n to this contract, or when as a result of any amendment to the Fair Labor
\n Standards Act enacted after award that affects minimum wage, and whenever
\n such a determination becomes applicable to this contract under law, FedEx
\n increases or decreases wages or fringe benefits of employees working on the
\n contract to comply, the contract price or unit price labor rates will be
\n adjusted accordingly. This adjustment is limited to increases or decreases
\n in wages or fringe benefits, and the concomitant increases or decreases in
\n Social Security, unemployment taxes, and workers’ compensation insurance,
\n but may<\/p>\n
40<\/p>\n
not otherwise include any amount for general and administrative costs,
\n overhead, or profit.<\/p>\n
d. FedEx must notify the contracting officer of any increases claimed
\n under this clause within 30 days after the effective date of the wage
\n change, unless the contracting officer extends this period in writing. In
\n the case of any decrease under this clause, FedEx must promptly notify the
\n contracting officer of the decrease, but nothing herein precludes the USPS
\n from asserting a claim within the period permitted by law. The notice must
\n state the amount claimed and give any relevant supporting data that the
\n contracting officer may reasonably require. Upon agreement of the parties,
\n the contract price or unit price labor rates will be modified in writing.
\n Pending agreement on or determination of any such adjustment and its
\n effective date, FedEx must continue performance.<\/p>\n
e. The contracting officer or the contracting officer’s authorized
\n representative must, for three years after final payment under the
\n contract, be given access to and the right to examine any directly
\n pertinent books, papers, and records of FedEx.<\/p>\n
CLAUSE 9-13 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS<\/p>\n
a. FedEx may not discriminate against any employee or applicant because
\n of physical or mental handicap, in regard to any position for which the
\n employee or applicant is qualified. FedEx agrees to take affirmative action
\n to employee, advance in employment, and otherwise treat qualified
\n handicapped individuals without discrimination in all employment practices,
\n such as employment, upgrading, demotion or transfer, recruitment,
\n advertising, layoff or termination, rates of pay or other forms of
\n compensation, and selection for training (including apprenticeship).<\/p>\n
b. FedEx agrees to comply with the rules, regulations, and relevant
\n orders of the Secretary of Labor issued pursuant to the Rehabilitation Act
\n of 1973, as amended.<\/p>\n
c. In the event of FedEx’s non-compliance with this clause, action may be
\n taken in accordance with the rules and regulations and relevant orders of
\n the Secretary of Labor.<\/p>\n
d. FedEx agrees to post in conspicuous places, available to employees and
\n applicants, notices in a form to be prescribed by the Director, Office of
\n Federal Contract Compliance Programs, provided by or through the
\n contracting officer. These notices state FedEx’s obligation under the law
\n to take affirmative action to employ and advance in employment qualified
\n handicapped employees and applicants, and the rights of applicants and
\n employees.<\/p>\n
e. FedEx must notify each union or worker’s representative with which it
\n has a collective bargaining agreement or other understanding that FedEx is
\n bound by the terms of section 503 of the Act and is committed to taking
\n affirmative action to employ, and advance in employment, handicapped
\n individuals.<\/p>\n
41<\/p>\n
f. FedEx must include this clause in every subcontract or purchase order
\n over $2,500 under this contract unless exempted by rules, regulations,
\n or orders of the Secretary issued pursuant to section 503 of the Act,
\n so its provisions will be binding upon each subcontractor or vendor.
\n FedEx must take such action with respect to any subcontract or
\n purchase order as the Director of the Office of Federal Contract
\n Compliance Programs may direct to enforce these provisions, including
\n action for non-compliance.<\/p>\n
CLAUSE 9-14 AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE
\nVIETNAM ERA<\/p>\n
a. FedEx may not discriminate against any employee or applicant because
\n that employee or applicant is a disabled veteran or veteran of the
\n Vietnam era, in regard to any position for which the employee or
\n applicant is qualified. FedEx agrees to take affirmative action to
\n employ, advance in employment, and otherwise treat qualified disabled
\n veterans and veterans of the Vietnam era without discrimination in all
\n employment practices, such as employment, upgrading, demotion or
\n transfer, recruitment, advertising, layoff or termination, rates of
\n pay or other forms of compensation, and selection for training
\n (including apprenticeship).<\/p>\n
b. FedEx agrees to list all employment openings which exist at the time
\n of the execution of this contract and those which occur during the
\n performance of this contract, including those not generated by this
\n contract and including those occurring at an establishment of FedEx
\n other than the one where the contract is being performed, but
\n excluding those of independently operated corporate affiliates, at an
\n appropriate local office of the state employment service where the
\n opening occurs. State and local government agencies holding USPS
\n contracts of $10,000 or more will also list their openings with the
\n appropriate office of the state employment service.<\/p>\n
c. Listing of employment openings with the employment service system will
\n be made at least concurrently with the use of any recruitment source
\n or effort and will involve the normal obligations attaching to the
\n placing of a bona fide job order, including the acceptance of
\n referrals of veterans and nonveterans. The listing of employment
\n openings does not require the hiring of any particular applicant or
\n hiring from any particular group of applicants, and nothing herein is
\n intended to relieve FedEx from any other requirements regarding
\n non-discrimination in employment.<\/p>\n
d. Whenever FedEx becomes contractually bound to the listing provisions
\n of this clause, it must advise the employment service system in each
\n state where it has establishments of the name and location of each
\n hiring location in the state. FedEx may advise the state system when
\n it is no longer bound by this clause.<\/p>\n
e. Paragraphs b, c, and d above do not apply to openings FedEx proposes
\n to fill from within its own organization or under a customary and
\n traditional employer\/union hiring arrangement. But this exclusion does
\n not apply to a particular opening once FedEx decides to consider
\n applicants outside its own organization or employer\/union arrangements
\n for that opening.<\/p>\n
42<\/p>\n
f. Definitions<\/p>\n
(1) ALL EMPLOYMENT OPENINGS. This includes all positions except executive and
\n top management, those positions that will be filled from within FedEx’s
\n organization, and positions lasting three days or less. This also includes
\n full-time employment, temporary employment of more than three days
\n duration, and part-time employment. Under the most compelling
\n circumstances, an employment opening may not be suitable for listing,
\n including situations in which the needs of the USPS cannot reasonably be
\n otherwise supplied, when listing would be contrary to national security, or
\n when listing would not be in the best interest of the USPS.<\/p>\n
(2) APPROPRIATE OFFICE OF THE STATE EMPLOYMENT SERVICE. This means the local
\n office of the federal\/state national system of public employment offices
\n with assigned responsibility for serving the area where the employment
\n opening is to be filled, including the District of Columbia, Guam, the
\n Commonwealth of Puerto Rico, and the Virgin Islands.<\/p>\n
(3) POSITIONS THAT WILL BE FILLED FROM WITHIN FEDEX’S OWN ORGANIZATION. This
\n means employment openings for which no consideration will be given to
\n persons outside FedEx’s organization (including any affiliates,
\n subsidiaries and parent companies) and includes any openings which FedEx
\n proposes to fill from regularly established recall lists.<\/p>\n
(4) OPENINGS FEDEX PROPOSES TO FILL UNDER A CUSTOMARY AND TRADITIONAL
\n EMPLOYER\/UNION HIRING ARRANGEMENT. Employment openings FedEx proposes to
\n fill from union halls as part of the customary and traditional hiring
\n relationship existing between it and representatives of its employees.<\/p>\n
g. FedEx agrees to comply with the rules, regulations, and relevant
\n orders of the Secretary of Labor issued pursuant to the Vietnam Era
\n Veterans Readjustment Assistance Act of 1972, as amended.<\/p>\n
h. In the event of FedEx’s non-compliance with this clause, action may be
\n taken in accordance with the rules, regulations, and relevant orders
\n of the Secretary.<\/p>\n
i. FedEx agrees to post in conspicuous places, available to employees and
\n applicants, notices in a form to be prescribed by the Director, Office
\n of Federal Contract Compliance Programs, provided by or through the
\n contracting officer. These notices state FedEx’s obligation under the
\n law to take affirmative action to employ and advance in employment
\n qualified disabled veterans and veterans of the Vietnam era, and the
\n rights of applicants and employees.<\/p>\n
j. FedEx must notify each union or workers’ representative with which it
\n has a collective bargaining agreement or other understanding that
\n FedEx is bound by the terms of the Act and is committed to taking
\n affirmative action to employ, and advance in employment, qualified
\n disabled veterans and veterans of the Vietnam era.<\/p>\n
43<\/p>\n
k. FedEx must include this clause in every subcontract or purchase order
\n of $10,000 or more under this contract unless exempted by rules,
\n regulations, or orders of the Secretary issued pursuant to the Act, so
\n its provisions will be binding upon each subcontractor or vendor.
\n FedEx must take such action with respect to any subcontract or
\n purchase order as the Director of the Office of Federal Contract
\n Compliance Programs may direct to enforce these provisions, including
\n action for non-compliance.<\/p>\n
ARTICLE 20<\/p>\n
APPLICABLE LAW<\/p>\n
20.1 This Agreement is made and shall be construed and interpreted in accordance
\n with the federal law.<\/p>\n
ARTICLE 21<\/p>\n
ENTIRE AGREEMENT<\/p>\n
This Agreement, together with all Schedules Exhibits and Attachments, constitute
\nthe entire agreement and understanding between the Parties in connection with
\nthe subject matter described, and supersede and cancel all previous
\nnegotiations, commitments and writings related to the subject matter.<\/p>\n
ARTICLE 22<\/p>\n
AMENDMENTS OR MODIFICATIONS<\/p>\n
In order to be binding upon USPS or FedEx any amendment, extension or renewal of
\nthis Agreement must be in writing signed by the contracting officer on behalf of
\nUSPS and an officer of FedEx authorized to bind the company.<\/p>\n
ARTICLE 23<\/p>\n
ASSIGNMENT<\/p>\n
Neither Party shall, directly or indirectly (whether by succession, merger, or
\notherwise) assign, delegate or otherwise transfer this Agreement or any of its
\nrights or obligations hereunder, without the prior written approval of the
\nother, (provided that FedEx may assign this Agreement to any of its Affiliates
\nwithout first obtaining such consent.<\/p>\n
ARTICLE 24<\/p>\n
WAIVER OF BREACH<\/p>\n
No waiver of breach of any of the provisions of this Agreement shall be
\nconstrued to be a waiver of any succeeding breach of the same or any other
\nprovision.<\/p>\n
44<\/p>\n
ARTICLE 25<\/p>\n
NOTICES<\/p>\n
Any notice, report, demand, acknowledgement or other communication which under
\nthe terms of this Agreement or otherwise must be given or made by either Party,
\nunless specifically otherwise provided in this Agreement, shall be in the
\nEnglish language and in writing, and shall be given or made by express delivery
\nservice with proof of delivery, certified air mail (return receipt requested),
\ntelex or facsimile with acknowledgement of receipt\/proof of receipt, or personal
\ndelivery, addressed to the respective parties as follows, or as the Parties may
\notherwise notify to each other:<\/p>\n
To USPS :<\/p>\n
United States Postal Service<\/p>\n
475 L’Enfant Plaza S.W. Room 4900<\/p>\n
Washington, D.C. 20260-6210<\/p>\n
Attention: Manager, National Mail Transportation Purchasing<\/p>\n
To FedEx:<\/p>\n
Federal Express Corporation<\/p>\n
3610 Hacks Cross Road, Building A<\/p>\n
Memphis, Tennessee 38125<\/p>\n
Attention: Senior Vice President Central Support Services Department<\/p>\n
With a copy to :<\/p>\n
Federal Express Corporation<\/p>\n
3620 Hacks Cross Road, Building B<\/p>\n
Memphis, Tennessee 38125<\/p>\n
Attention: Senior Vice President and General Counsel<\/p>\n
Such notice, report, demand, acknowledgement or other communication shall be
\ndeemed to have been given or made in the case of express delivery service with
\ntracking and tracing capability on the date of signature of the proof of
\ndelivery, in the case of certified mail on the fifth business day in the place
\nof receipt after the date sent, in the case of telex and facsimile on the date
\nof the acknowledgement of receipt\/proof of receipt and in the case of personal
\ndelivery upon receipt evidencing such delivery.<\/p>\n
45<\/p>\n
ARTICLE 26<\/p>\n
REPRESENTIVES<\/p>\n
26.1 The Contracting Officer is the person executing this Agreement on behalf of
\n USPS. The Contracting Officer will appoint a Contracting Officer
\n Representative (“COR”) responsible for day-to-day administration of this
\n Agreement. The COR will serve as the USPS contact for all routine matters.
\n A copy of a notice of appointment defining such COR’s authority will be
\n furnished to FedEx.<\/p>\n
26.2 This Agreement and all amendments hereto will not be valid and binding on
\n FedEx unless executed by an authorized officer of FedEx.<\/p>\n
ARTICLE 27<\/p>\n
SEVERABILITY<\/p>\n
27.1 If any term, provision, covenant or condition of this Agreement is held by
\n a court or Board of competent jurisdiction or by a request, direction or
\n indication of an agency or department of a Governmental Body having subject
\n matter jurisdiction to be invalid or unenforceable, the remainder of the
\n provisions shall continue in full force and effect unless the rights and
\n obligations of the parties have been materially altered or abridged by such
\n invalidation or unenforceability.<\/p>\n
27.2 If a material provision of this Agreement is materially altered or abridged
\n as the result of an order, request, or direction of a Governmental Body
\n having subject matter jurisdiction, then USPS and FedEx will meet to
\n negotiate in good faith to reach a mutually satisfactory modification to
\n this Agreement. If the Parties are unable to reach a mutually satisfactory
\n resolution, then either Party may declare the negotiations to be at an
\n impasse and may terminate this Agreement upon [*] month’s prior written
\n notice, without the payment of a penalty or termination fee of any nature.<\/p>\n
27.3 Notwithstanding the foregoing, the Parties agree to make their best efforts
\n to oppose any changes requested by a Governmental Body to any material
\n provision of this Agreement.<\/p>\n
ARTICLE 28<\/p>\n
ORDER OF PRECEDENCE CLAUSE<\/p>\n
Any inconsistency in the provisions of this agreement will be resolved by
\ngiving precedence in the following order:<\/p>\n
a. Clauses of the Agreement.<\/p>\n
b. Provisions contained in attachments or incorporated by reference (other
\n than the Operational Specifications).<\/p>\n
c. The Operations Specifications.<\/p>\n
46<\/p>\n
d. The Operating Plan.<\/p>\n
e. The Local Plan.<\/p>\n
47<\/p>\n
IN WITNESS WHEREOF, the Parties have signed this Agreement in duplicate, one for
\neach of the parties, as of January 10, 2001.<\/p>\n
UNITED STATES POSTAL SERVICE<\/p>\n
By: \/s\/ J. Dwight Young
\n ———————————–
\n J. Dwight Young<\/p>\n
Title: Manager, National Mail Transportation
\n Purchasing<\/p>\n
FEDERAL EXPRESS CORPORATION<\/p>\n
By: \/s\/ Leonard B. Feiler
\n ———————————–
\n Leonard B. Feiler<\/p>\n
Title: Senior Vice President Central Support
\n Services<\/p>\n
48<\/p>\n
EXECUTION COPY<\/p>\n
EXHIBIT A<\/p>\n
USPS OPERATIONAL SPECIFICATION<\/p>\n
Table of Contents<\/p>\n
\n\nSection Title Page
\n
\n1.0 Introduction…………………………………………………..3
\n2.0 Definitions……………………………………………………5
\n3.0 Forecasting Volume……………………………………………..5
\n4.0 Linehaul Planning………………………………………………7
\n5.0 Market Outbound Operating Plan – Day-turn…………………………8
\n5.1 USPS Operational Requirements……………………………………8
\n5.2 FedEx Operational Requirements………………………………….11
\n6.0 Market Inbound Operating Plan – Day-turn…………………………12
\n6.1 FedEx Operational Requirements………………………………….13
\n6.2 USPS Operational Requirements…………………………………..13
\n7.0 FedEx Hub Requirements – Day-turn……………………………….13
\n8.0 Market Outbound Operating Plan – Night-turn………………………14
\n9.0 Market Inbound Operating Plan – Night-turn……………………….15
\n10.0 FedEx Operational Requirements – Night-turn………………………15
\n11.0 USPS Revenue Reconciliation Process……………………………..15
\n12.0 USPS\/FedEx Revenue IT Schedule………………………………….17
\n13.0 Recourse Issues……………………………………………….17
\n14.0 Data Retention………………………………………………..18
\n15.0 Shutdown procedures……………………………………………18
\n16.0 Start-up requirements and timeline………………………………18<\/p>\nAttachments……………………………………………………….19
\n I – USPS Operating Plan – Day Product
\n II – USPS Operating Plan – Night Product
\nIII – Airworthiness Determination
\n IV – Unacceptable Packages
\n<\/c><\/s><\/caption>\n<\/table>\n
1.0.0 INTRODUCTION<\/p>\n
1.1.0 This document details the operational specifics between Federal Express
\n Corporation (“FedEx”) and the United States Postal Service (“USPS”) to
\n transport ULDs and packages within the FedEx network. This document is
\n to be attached as an exhibit to the Transportation Agreement dated as
\n of January 10, 2001 (the “Agreement”) between FedEx and USPS. The
\n Contracting Officer and the Contracting Officer’s Representative, as
\n from time to time designated by USPS, are the only USPS individuals
\n authorized to approve contractual changes on behalf of USPS.<\/p>\n
2.0.0 DEFINITIONS<\/p>\n
Except as otherwise defined herein, capitalized terms shall have the
\n meanings set forth in the Agreement.<\/p>\n
3.0.0 FORECASTING VOLUME<\/p>\n
3.1.0 Schedule Periods – FedEx will, by December 1 of each year, provide to
\n USPS the Schedule Periods to be in effect for the twelve month period
\n commencing June 1 of the following year. The notification listing the
\n Schedule Periods will include the start and finish dates for each
\n Schedule Period, and will specify the groupings of Schedule Periods
\n that will constitute the individual Schedule Blocks.<\/p>\n
3.2.0 Forecast Structure -USPS will provide the forecasts described in
\n Sections 3.4.0 and 3.5.0 at the times specified in Sections 3.3.0.
\n Each such forecast shall list each origin market and destination
\n market lane (each a “Market Lane”) for night-turn movements and
\n separate forecasts for day-turn movements. The forecasts will also
\n include an estimate of the number of Handling Units (excluding ULDs)
\n and the total Volume for each Market Lane.<\/p>\n
3.3.0 Not later than 148 calendar days prior to each Schedule Block
\n Implementation Date, USPS will deliver to FedEx the Schedule Period
\n Total Air Forecast and the Schedule Period Request Forecast, each as
\n more fully described below. If USPS does not make the Schedule Period
\n Request Forecast available on a timely basis, the forecast for that
\n period shall be deemed to be equal to previous year’s forecast for the
\n related periods plus the growth factor for the Day-turn and Night-turn
\n product specified in Article 11 of the Agreement.<\/p>\n
3.4.0 The Schedule Period Total Air Forecast will be provided by USPS to
\n FedEx for the median day (by Volume) of the Schedule Period. USPS will
\n provide daily forecasts for any higher volume days where the expected
\n volume flows will be abnormally high caused by known events. The
\n purpose of the Schedule Period Total Air Forecast is to provide the
\n parties with information that will be useful in identifying future
\n opportunities and in making adjustments to the requested Volumes.<\/p>\n
3.5.0 [*]<\/p>\n
3.6.0 [*]<\/p>\n
3.7.0 [*]<\/p>\n
3.8.0 [*]<\/p>\n
3.9.0 HOLIDAY PLANNING<\/p>\n
3.9.1 FedEx US domestic operations are discontinued for the following days
\n (“FedEx Holidays”):<\/p>\n
. New Years Day
\n . Memorial Day
\n . Fourth of July
\n . Labor Day
\n . Thanksgiving
\n . Christmas<\/p>\n
3.9.2 No Day-Turn or Night-turn products will be Tendered by USPS to FedEx the
\n day of the FedEx holiday.<\/p>\n
4.0.0 LINEHAUL REQUIREMENTS<\/p>\n
4.1.0 Actual ULD weights cannot exceed the Maximum Allowable Weight as
\n provided in Table A below. The Maximum Allowable Weights are inclusive
\n of the tare weight of the ULD. ULDs weighing more than the Maximum
\n Allowable Weight may be unloaded by FedEx to comply with the
\n structural limitations of the aircraft. Any Handling Units that are
\n unloaded for this purpose will be transported in mixed containers and
\n will be handled and billed as Handling Units (other than ULDs) in the
\n same manner as bulk packages. The average USPS density outbound from
\n any market can not exceed the structural limits of the aircraft. If
\n ULDs must be unloaded or removed in order to comply with the
\n structural limitations of the aircraft and if the ULDs tendered by
\n USPS are not in excess of the Maximum Allowable Weights, FedEx will
\n not adversely discriminate against USPS in the unloading or removal of
\n ULDs from the aircraft. In no event will any Handling Unit, as a
\n result of this transload, be billed two handling charges.<\/p>\n
TABLE A
\n MAXIMUM ALLOWABLE WEIGHTS<\/p>\n
\n\n Cubic Foot
\n Capacity Approximate Maximum
\n (Used for TareWeight Weight (lbs)
\n ULD IATA Code Billing) (lbs) Including Tare
\n ————— ——— ———- ———– ————–
\n
\n Full Contour SAA 427 575 4890
\n Full Contour SAX 418 713 4890
\n Hazardous
\n Demi AYY 202 301 2415
\n Demi Hazardous AYX 202 294 2415
\n LD-3 AVE 153 182 3500
\n LD-3 AKE 153 215 3500
\n M-3 AAM 565 755 6950
\n AMJ AMJ 590 767 6950
\n QC-11 Hazardous AWX 265 518
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n4.2.0 LONG RANGE PLANNING.<\/p>\n
An Annual Total Air Forecast will be provided by USPS to FedEx by
\n December 1 for the following June through May period. This forecast
\n will identify the anticipated total air forecast for each day and will
\n be used as the basis for fiscal year capacity planning.<\/p>\n
5.0.0 MARKET OUTBOUND OPERATING PLAN – DAY-TURN<\/p>\n
5.0.1 Section 5 is applicable to all Outbound Market Volume for the USPS
\n Day-turn product. Attached as Attachment I is the Day-Turn Operating
\n Plan. This plan details, in tabular form, the operating plan for the
\n Day-Turn operations and designates whether the AMC must load volume in
\n ULDs or tender the volume loose to FedEx. This plan lists the various
\n USPS origin plants and the AMC location that is served by these plants.
\n The Day-Turn Operating Plan lists the total cubic feet that will be
\n processed from each location and provides a Process Code that describes
\n the methods of and time periods for the pickup and delivery from and to
\n each AMC. In addition to the Day-Turn Operating Plan, not later than 40
\n days prior to the Service Commencement Date, the local USPS and FedEx
\n management for each market will develop a Local Plan. These Local Plans
\n will address matters of local interest and applicability such as (i)
\n local operating procedures at each facility, (ii) contact information
\n for key representatives of each party, (iii) the required times for
\n FedEx personnel to stage the outbound equipment that FedEx has agreed
\n to provide to USPS, (iv) staffing of each party in support of the
\n services to be provided by FedEx and (v) other procedures unique to the
\n local operations. The Local Plans may not change the Minimum Guaranteed
\n Volume, Latest Tender Times, Earliest Mail Delivery Times or the
\n Process Codes specified in the Day-Turn or Night-turn Operating Plan.
\n Any such matters that may be addressed in the Local Plans that are
\n inconsistent with the terms of the Agreement, these Operating
\n Specifications or the Day-Turn Operating Plan will be null and void and
\n without legal effect.<\/p>\n
5.1.0 USPS OPERATIONAL REQUIREMENTS<\/p>\n
5.1.1 AMCs that are designated to load ULDs may not tender volume to
\n FedEx other than in ULDs. Each AMC is limited to one demi container or
\n LD3 container that will be designated as a Partial ULD and will have no
\n D&R Tag affixed thereon. FedEx may refuse all additional Partial ULDs
\n or loose Handling Units. All ULDs must be Airworthy as determined in
\n accordance with Attachment IV to these Operating Specifications. All
\n ULDs which have a D&R Tag affixed thereon will be treated as full and
\n will be placed on the aircraft at the Origin Ramp without any sorting
\n by FedEx. All ULDs which do not have a D&R Tag affixed thereon will be
\n treated as partial ULDs and the contents thereof will be scanned and
\n placed in other FedEx ULDs at the origin ramp. The D&R Tags for the
\n Handling Units in these Partial ULDs will be scanned and equivalent
\n cubic footage will be calculated in accordance with Exhibit B to the
\n Agreement and standard cubic footage pricing will apply. Not more than
\n one Partial ULD will be allowed at each origin location.<\/p>\n
5.1.2 USPS will tender to FedEx all ULDs, APC or bulk trucks in accordance
\n with the process described in the Day-Turn Operating Plan.<\/p>\n
5.1.3 USPS will not tender (and FedEx will not accept) any Dangerous Goods or
\n Hazardous Materials, either accessible or inaccessible or any
\n Unacceptable Packages.<\/p>\n
5.1.4 USPS will reload all ULDs, identified at USPS locations by the
\n receiving FedEx employee, as not Airworthy.<\/p>\n
5.1.5 USPS will notify the local FedEx operation, in the manner described in
\n the Local Plan, no later than 2 hours prior to the Latest Tender Time
\n specified for such location in the Day-Turn Operating Plan of any ULDs
\n that are not Airworthy. FedEx will replace these ULDs no later than 60
\n minutes prior to the Latest Tender Time specified for such location in
\n the Operating Plan.<\/p>\n
5.1.6 All Handling Units must have a D&R Tag affixed thereon that satisfies
\n the Scanning Specifications attached hereto as Attachment V, has a
\n human readable URSA code on it and which is applied in a manner and
\n orientation that allows the bar code to be scanned following procedures
\n used by FedEx for all other customer packages. As of the Services
\n Commencement Date at least 50% of all Mail Bags will be in compliance
\n with the requirements of this Section and an additional 10% of the Mail
\n Bags will become compliant each month thereafter so that within six
\n months following the Services Commencement Date all Mail Bags are in
\n compliance with the requirements of the this Section.<\/p>\n
5.1.7 USPS will consolidate all originating volume at the local AMC as
\n described in the Day-Turn Operating Plan.<\/p>\n
5.1.8 USPS will tender all outbound Volume not earlier than the Earliest
\n Tender Time and not later than the Latest Tender Time as described in
\n the Day-Turn Operating Plan. For the locations identified with an
\n asterisk in the Day-turn Operating Plan, no later than 90 days
\n following the execution of the Agreement, the Sword Committee will
\n review the Latest Tender Time with an objective of allowing a later
\n Latest Tender Time subject to FedEx’s operational constraints.<\/p>\n
5.1.9 Local USPS AMC management will obtain and provide to FedEx all
\n necessary badges and accessibility credentials for the appropriate
\n FedEx employees. All FedEx employees shall be deemed to meet required
\n criteria for such credentials if they possess a valid FedEx ID.<\/p>\n
5.1.10 USPS shall provide a sufficient number of employees to assist the FedEx
\n employee in onloading the outbound CTVs and dollies. Proper onloading
\n will be the responsibility of the FedEx employee.<\/p>\n
5.1.11 USPS will seal all necessary vehicles and will process and will be
\n responsible for all USPS outbound paperwork necessary to dispatch the
\n FedEx vehicle.<\/p>\n
5.1.12 A minimum of [*]% of all tendered ULDs must be By-pass ULDs on a system
\n aggregate basis each day. USPS will put bypass tape approved by FedEx
\n on all Bypass ULDs.<\/p>\n
5.1.13 If USPS engages a third party ground handling entity to perform any of
\n its obligations hereunder, USPS will have the responsibility to ensure
\n that the third party entity performs the obligations of USPS. USPS will
\n remain primarily responsible hereunder notwithstanding the engagement
\n of any such third party.<\/p>\n
5.1.14 USPS will secure the necessary slave pallets, ball deck, caster deck,
\n Port-A-Rail devices or other facility modifications necessary to load
\n the FedEx CTVs or dollies. FedEx will not accept ULDs if proper
\n container handling equipment is not available at the location.<\/p>\n
5.1.15 USPS will not utilize forklifts or pallet jacks without slave pallets
\n in the movement or positioning of any FedEx ULDs at any time. USPS AMC
\n management will notify local FedEx management of any incidents and
\n reimburse FedEx for any ULD repairs at the rates and in the manner
\n specified in the Exhibits B and C to the Agreement.<\/p>\n
5.1.16 All origin AMC locations will be allowed to tender one partial ULD to
\n the local FedEx Ramp. In addition, the parties will agree upon an
\n origin trucking location table that identifies trucking locations that
\n cannot build ULDs. These trucking locations will be allowed to provide
\n bulk truck loose pieces directly to the Memphis FedEx facility. All
\n bulk truck loose pieces delivered to the Memphis FedEx facility will be
\n scanned at the Memphis FedEx facility. If the origin of the individual
\n D&R Tags matches an origin in the trucking location table, the weight
\n from the Trans Log file will be accumulated by origin location for the
\n Shipping Day. Cubic footage will be calculated in the manner set forth
\n in Exhibit B from the accumulated trucking origin location and cubic
\n foot pricing will apply.<\/p>\n
5.1.17 In order to provide FedEx sufficient space in which to unload the
\n trucks, not more than 50% capacity of any truck will be loaded with
\n APCs. APCs must be loaded in the nose of the truck. The remaining
\n capacity of the truck can be loaded with Gaylords or loose Handling
\n Units up to a maximum of 90% of the capacity of the truck.<\/p>\n
5.1.18 USPS will make two distinct splits based on the destination of Handling
\n Units loaded into non By-pass ULDs. FedEx and USPS will develop a list
\n of the destinations for each split for each Schedule Period within the
\n Schedule Period Operations Schedule. USPS may mix the two splits into
\n no more than one ULD at each origin solely to prevent this split from
\n creating additional partial ULDs.<\/p>\n
5.2.0 FEDEX OPERATIONAL REQUIREMENTS<\/p>\n
5.2.1 FedEx will position or stage all necessary outbound equipment at least
\n four (4) hours prior to the Latest Tender Time unless otherwise agreed
\n in the Local Plan.<\/p>\n
5.2.2 FedEx will stage only Airworthy ULDs at the local AMC.<\/p>\n
5.2.3 At the time of acceptance of tender from USPS FedEx will inspect all
\n ULDs to ensure the ULDs are Airworthy. The acceptance of the ULDs by
\n FedEx will be deemed to be<\/p>\n
an agreement on the part of FedEx that the ULD is Airworthy at the time
\n of its acceptance.<\/p>\n
5.2.4 FedEx employees will perform one Possession Scan of the D&R Tag on all
\n the Outbound Market Volume Handling Units. FedEx will not break-down
\n tendered ULDs that have a D&R Tag affixed thereon. These ULDs will be
\n loaded into the aircraft and will be transported to the Hub facility
\n for processing.<\/p>\n
5.2.5 FedEx will process the contents of all bulk trucks as identified in the
\n Day-Turn Operating Plan at the Origin location.<\/p>\n
5.2.6 FedEx will pick up all Market Outbound Volume from the AMC by the
\n Latest Tender Time as required pursuant to the Day-Turn Operating Plan.
\n For the locations identified with an asterisk in the Day-turn
\n Operating Plan, no later than 90 days following the execution of the
\n Agreement, the Sword Committee will review the Latest Tender Time with
\n an objective of allowing a later Latest Tender Time subject to FedEx’s
\n operational constraints.<\/p>\n
5.2.7 Local FedEx management will obtain and provide to USPS all necessary
\n badges and accessibility credentials for the appropriate USPS
\n employees. All USPS employees shall be deemed to meet required criteria
\n for such credentials if they possess a valid USPS ID.<\/p>\n
5.2.8 FedEx will on a local basis make commercially reasonable efforts to
\n provide information to local USPS management concerning the arrival of
\n third party carriers picking up or delivering volume to FedEx on behalf
\n of USPS.<\/p>\n
5.2.9 Upon notification from USPS in the manner described in the Local Plan,
\n no later than 2 hours prior to the Latest Tender Time specified for
\n such location in the Day-Turn Operating Plan of any ULDs that are not
\n Airworthy, FedEx will replace these ULDs no later than 60 minutes prior
\n to the Latest Tender Time specified for such location in the Operating
\n Plan.<\/p>\n
5.2.10 FedEx will not transport or process the separated contents of opened
\n tubs, mail trays or mail bags that are discovered at any point in the
\n performance of the FedEx Services. These separated contents will be
\n tendered to the location specified in the Local Plan for reprocessing
\n by USPS no later than two hours after the scheduled departure time of
\n the Aircraft.<\/p>\n
6.0.0 MARKET INBOUND OPERATING PLAN – DAY-TURN<\/p>\n
6.0.1 Section 6 is applicable to all Inbound Market Volume for the USPS
\n Day-turn products.<\/p>\n
6.1.0 FEDEX OPERATIONAL REQUIREMENTS.<\/p>\n
6.1.1 FedEx will tender to USPS all Inbound Market Volume not earlier than
\n the Earliest Delivery Time (unless otherwise mutually agreed) and not
\n later than the Market Service Commitment Time.<\/p>\n
6.1.2 [*]<\/p>\n
6.1.3 In the case of late arriving aircraft, FedEx will dispatch fully loaded
\n CTVs and dollies as soon as they are available to the AMC if the AMC is
\n located at the airport.<\/p>\n
6.1.4 Upon arrival at the location required by the Day-Turn Operating Plan,
\n FedEx will complete a Delivery Scan on all inbound Handling Units.<\/p>\n
6.1.5 FedEx employees will assist in off-loading any CTVs and dollies at the
\n AMC.<\/p>\n
6.2.0 USPS OPERATIONAL REQUIREMENTS<\/p>\n
6.2.1 [*]<\/p>\n
6.2.2 USPS will inspect all ULDs for Airworthiness when tendered by FedEx.
\n The acceptance of the ULDs by USPS will be deemed to be an agreement on
\n the part of USPS that a ULD is Airworthy at the time of its acceptance.<\/p>\n
7.0.0 FEDEX HUB REQUIREMENTS – DAY-TURN<\/p>\n
7.1.0 FedEx Day-turn Hubs will sort a maximum of 75% of the total USPS
\n Volume. FedEx will setup the sort operations to accommodate a minimum
\n of 138 ADC splits in the first year of the contract. Upon the written
\n request of USPS, up to seven additional splits may be added on each
\n anniversary date of the Service Commencement Date for the ensuing year.<\/p>\n
7.2.0 FedEx Hubs will CONS scan all sorted Handling Units as they are loaded
\n into a ULD.<\/p>\n
7.3.0 FedEx will not transport or process the separated contents of opened
\n tubs, mail trays or mail bags that are discovered at any point in the
\n performance of the FedEx Services. These separated contents will be
\n tendered to the location specified in the Local Plan for reprocessing
\n by USPS no later than two hours after the scheduled departure time of
\n the aircraft.<\/p>\n
7.4.0 On a Schedule Period basis, at the request of USPS, FedEx’s Memphis
\n Hub will tender to USPS all destinating volume to AMCs that are
\n designated as trucking destinations from the Memphis AMC for USPS to
\n provide transportation.<\/p>\n
7.5.0 FedEx Hubs will consolidate and tender all unlabeled volume that can be
\n identified as USPS volume and USPS missorts to the location specified
\n by the Local Plan by 1700 local time.<\/p>\n
7.6.0 FedEx Hubs will scan all By-pass ULD with a Hub Scan.<\/p>\n
8.0.0 MARKET OUTBOUND OPERATING PLAN – NIGHT-TURN<\/p>\n
8.0.1 Section 8 is applicable to all Outbound Market Volume for the Night-
\n turn Operations. Attached as Attachment II is the Night-Turn Operating
\n Plan. This plan details, in<\/p>\n
tabular form, the operating plan for the Night-Turn operations. This
\n plan lists the various USPS origin plants and the AMC locations that
\n are served by these plants. The Night-Turn Operating Plan lists the
\n total weight that will be processed from each location and provides a
\n Process Code that describes the methods of and time periods for the
\n tender and acceptance from and to each AMC and ADC. The local
\n management for FedEx and USPS will enter into a Local Plan concerning
\n the local operations that will address the matters and be subject to
\n the limitations set forth in Section 5.0.0.<\/p>\n
8.1.0 USPS OPERATIONAL REQUIREMENTS<\/p>\n
8.1.1 The maximum number of Handling Units (excluding ULDs) accepted by FedEx
\n at each location for the Night-turn will be [*]the number of Handling
\n Units (excluding ULDs) for the Schedule Period in the Committed Volume
\n Schedule. FedEx may refuse additional Handling Units above this level
\n at its sole discretion.<\/p>\n
8.1.2 USPS will deliver all outbound USPS Night volume to the local FedEx
\n location as designated in the Night Turn Operating Plan.<\/p>\n
8.1.3 All USPS night volume including the By-pass ULD will be tendered with a
\n D&R Tag affixed that satisfies the Scanning Specifications attached
\n hereto as Attachment VI, has a human readable URSA code on it and which
\n is applied in a manner and orientation that allows the bar code to be
\n scanned following procedures used by FedEx for all other customer
\n packages. As of the Services Commencement Date at least 50% of all
\n Mail Bags will be in compliance with the requirements of this Section
\n and an additional 10% of the Mail Bags will become compliant each month
\n thereafter so that within six months following the Services
\n Commencement Date all Mail Bags are in compliance with the requirements
\n of the this Section.<\/p>\n
8.1.4 All USPS night volume must be tendered to the FedEx location by the
\n times designated by market specified in the Night Turn Operating Plan.<\/p>\n
8.1.5 USPS will not tender (and FedEx shall not accept) Dangerous Goods or
\n Hazardous Materials, either accessible or inaccessible or any
\n Unacceptable Package.<\/p>\n
8.1.6 USPS will reload all ULDs, identified at USPS locations by the
\n receiving FedEx employee, as not Airworthy.<\/p>\n
8.1.7 USPS will notify the local FedEx operation, in the manner described in
\n the Local Plan, no later than 2 hours prior to the Latest Tender Time
\n specified for such location in the Night-Turn Operating Plan of any
\n ULDs that are not Airworthy FedEx will replace these ULDs no later than
\n 60 minutes prior to the Latest Tender Time specified for such location
\n in the Operating Plan.<\/p>\n
8.1.8 If USPS engages a third party ground handling entity to perform any of
\n its obligations hereunder, USPS will have the responsibility to ensure
\n that the third party entity performs the obligations of USPS. USPS will
\n remain primarily responsible hereunder notwithstanding the engagement
\n of any such third party.<\/p>\n
8.1.9 USPS will not utilize forklifts or pallet jacks without slave pallets
\n in the movement or positioning of any FedEx ULDs at any time. USPS AMC
\n management will notify local FedEx management of any incidents and
\n reimburse FedEx for any ULD repairs at the rates and in the manner
\n specified in the Exhibits B and C to the Agreement.<\/p>\n
8.1.10 In order to provide FedEx sufficient space in which to unload the
\n trucks, not more than 50% capacity of any truck will be loaded with
\n APCs. APCs must be loaded in the nose of the truck. The remaining
\n capacity of the truck can be loaded with Gaylords or loose Handling
\n Units up to a maximum of 90% of the capacity of the truck.<\/p>\n
8.2.0 FEDEX OPERATIONAL REQUIREMENTS<\/p>\n
8.2.1 The local FedEx location will receive the Outbound Market Volume on the
\n Night-turn Operations and place the packages into the outbound
\n Night-turn linehaul network.<\/p>\n
8.2.2 The local FedEx location will perform a Possession Scan on each USPS
\n Night-turn package tendered to FedEx and will CONS (Consolidation Scan)
\n the package into a ULD.<\/p>\n
8.2.3 FedEx will position or stage all necessary outbound equipment at least
\n four (4) hours prior to the Latest Tender Time unless otherwise agreed
\n in the Local Plan.<\/p>\n
8.2.4 FedEx will stage only Airworthy ULDs at the local AMC.<\/p>\n
8.2.5 At the time of acceptance of tender from USPS FedEx will inspect all
\n ULDs to ensure the ULDs are Airworthy. The acceptance of the ULDs by
\n FedEx will be deemed to be an agreement on the part of FedEx that the
\n ULD is Airworthy at the time of its acceptance.<\/p>\n
8.2.6 FedEx will not transport or process the separated contents of opened
\n tubs, Mail Trays or Mail Bags that are discovered at any point in the
\n performance of the FedEx Services. These separated contents will be
\n tendered to the location specified in the Local Plan for reprocessing
\n by USPS no later than two hours after the scheduled departure time of
\n the Aircraft.<\/p>\n
9.0.0 MARKET INBOUND OPERATING PLAN – NIGHT- TURN<\/p>\n
9.1.0 FEDEX OPERATIONAL REQUIREMENTS<\/p>\n
9.1.1 The local FedEx ramp will receive the Inbound Market Volume from the
\n Night-turn Operation and tender it to USPS employee in accordance with
\n the Night-Turn Operating Plan.<\/p>\n
9.1.2 The local FedEx ramp will perform a Delivery Scan and will have
\n available for tender all inbound USPS Night volume within [*] (with the
\n first volume [*]) of the Actual Aircraft Arrival. The undertakings of
\n FedEx in this Section shall not be deemed to be a waiver of FedEx’s
\n Market Service Commitment Time or the provisions of Section 8.5 of the
\n Agreement.<\/p>\n
9.2.0 USPS OPERATIONAL REQUIREMENTS.<\/p>\n
9.2.1 Local USPS AMC employee or other designee will pick up the USPS
\n Night-turn volume from the local FedEx ramp. On an exception basis, as
\n defined in the Night-turn Operating Plan FedEx may deliver this volume
\n to the designated USPS location.<\/p>\n
10.0.0 FEDEX REQUIREMENTS – NIGHT TURN<\/p>\n
10.1.0 FedEx will notify the contact individual listed in the Local Plan if
\n any volume misses the outbound launch. Unless otherwise notified by
\n USPS, FedEx Night-turn operation will sort any USPS Night-turn volume
\n that misses the outbound launch on the next Day-turn operation.<\/p>\n
10.2.0 FedEx Night Operation will tender all identifiable USPS Night volume
\n that has no D&R Tag to the local AMC.<\/p>\n
11.0.0 RECOURSE ISSUES<\/p>\n
11.1.0 It will be a condition to the commencement of the FedEx Services that
\n the parties have mutually determined that the USPS has produced a D&R
\n Tag that provides for a [*] (the “Target Read Rate”) in the normal
\n course of FedEx operations. On a recurring basis (but in no event less
\n than quarterly, the parties will perform a test at mutually agreeable
\n locations to test the current read rate. In addition, if in between the
\n quarterly tests, FedEx believes that the read rates have fallen below
\n the Target Read Rates, FedEx will notify USPS and the parties will
\n conduct a test of the read rates. The test will be designed to ensure
\n that the D&R Tag is readable and applied to the Handling Unit in a
\n manner and orientation that allows the bar code to be scanned following
\n the procedures used by FedEx for all other customer packages . USPS
\n will have 10 days from the date the parties verify that the D&R Tag (or
\n its placement) is the problem to resolve the problems. When USPS
\n believes that it has resolved the cause of the low read rate, it will
\n notify FedEx electronically through mutually agreed means. The parties
\n will then jointly test the system to confirm that the problem has been
\n resolved. An additional handling charge, calculated in accordance with
\n Exhibit B will be charged, until the parties have mutually agreed that
\n the problems have been resolved, as described under the heading “Read
\n Rate Discrepancy” for the number of days the discrepancy existed in
\n excess of the 10 day cure period.<\/p>\n
11.2.0 If, on any given day, bypass volume falls more than [*] below the
\n bypass target for the Schedule Block, service Commitments will be
\n waived for that day of shipment for the amount packages tendered over
\n the 10%.<\/p>\n
11.3.0 Packaging that does not meet FedEx acceptance standards (e.g.. bags
\n with loose hanging strings and Unacceptable Packages) will be returned
\n to the local designated USPS location.<\/p>\n
11.4.0 FedEx will have the discretion, to refuse to accept or move on the next
\n business day, any late tender of product or product beyond maximum.
\n FedEx will notify the USPS contact as specified in the Local Plan if
\n the<\/p>\n
product will not move at the time period originally contemplated by
\n USPS. USPS will have the right to repossess any packages that FedEx has
\n notified USPS it will not move.<\/p>\n
11.5.0 Loading the wrong complement of ULDs or loading non-airworthy ULDs.<\/p>\n
If USPS has loaded the wrong complement of ULDs or has loaded into
\n non-Airworthy ULDs, USPS will reload the packages into the correct
\n complements of Airworthy ULDs. FedEx may refuse to accept these
\n Handling Units if such reloading can not be accomplished by the Latest
\n Acceptance Time. If FedEx notifies USPS of a required change in the
\n ULD complement, FedEx will provide the required complement of
\n airworthy ULDs. All Handling Units already loaded in ULDs by USPS
\n prior to receiving the appropriate complement will be accepted by
\n FedEx and will be reloaded by FedEx at no cost to USPS.<\/p>\n
12.0.0 START-UP REQUIREMENTS AND TIMELINE: SET FORTH BELOW IS AN
\n IMPLEMENTATION SCHEDULE THAT OUTLINES THE ACTIVITIES AND CRITICAL DATES
\n THAT MUST BE MET IN ORDER TO ENSURE THAT THE FEDEX SERVICES COMMENCE ON
\n THE ANTICIPATED SERVICE COMMENCEMENT DATE.<\/p>\n
\n\nMonths Prior to Services Milestone Accomplishment Responsible Party
\nCommencement Date
\n———————— ———————— —————–
\n
\n [*]
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n13.0.0 COOPERATION<\/p>\n
13.1.0 FedEx and USPS will identify a list of contact individuals for
\n communication and coordination of day-to-day operations\/schedule block
\n planning\/fiscal year planning and long range planning. This will be
\n done on a local and national level within thirty days of contract
\n signing. This will be updated quarterly.<\/p>\n
13.2.0 Local USPS AMC management will meet at least once a week with the
\n designated local FedEx senior manager during two months prior to the
\n Service Commencement Date to review the status of the implementation of
\n the FedEx Services and during the first month of operation to review
\n the past week’s performance and develop resolutions.<\/p>\n
13.3.0 The local USPS AMC management will coordinate at least once per month
\n with the designated FedEx senior manager after the first month of
\n operation to review performance and develop resolutions.<\/p>\n
13.4.0 Local USPS AMC management will review and revise, as necessary, each
\n local plan subject to the agreement of the designated local FedEx
\n senior manager or designee for each Schedule Block no later than 21
\n days prior to the Schedule Block Implementation Date.<\/p>\n
13.5.0 Designated contact individuals from FedEx and USPS will resolve all
\n day-to-day operational issues including but not limited to –<\/p>\n
13.5.1 Spot Opportunities to increase volume tendered to FedEx by USPS<\/p>\n
13.5.2 Overflow requests for special movements<\/p>\n
13.5.3 Service Levels and Performance<\/p>\n
13.5.4 Revisions to finalized schedule period<\/p>\n
13.6.0 FedEx and USPS will designate a system wide operations review
\n delegation (the “SWORD Committee”) to address continuous improvement.
\n The review committee will meet quarterly with more frequent meetings
\n during the first six months. – Discussions will include but will not be
\n limited to<\/p>\n
13.6.1 Performance parameters<\/p>\n
13.6.2 Billing and IT issues<\/p>\n
13.6.3 Service opportunities<\/p>\n
13.6.4 Holiday and exception planning<\/p>\n
13.6.5 Volume adjustments<\/p>\n
13.6.6 Long range planning\/forecasts<\/p>\n
13.6.7 Changes to the Scanning Specifications<\/p>\n
13.6.8 Proposals for methods of making operations more cost efficient for both
\n parties.<\/p>\n
13.7.0 FedEx and USPS contract administrators will be identified for
\n communication and coordination of day-to-day revenue contract
\n operational requirements and support, and fiscal year and long range
\n planning.<\/p>\n
13.8.0 FedEx will provide office space in Memphis, Tennessee for three liaison
\n employees of USPS.<\/p>\n
ATTACHMENT I – DAY PRODUCT<\/p>\n
[*]<\/p>\n
ATTACHMENT II – NIGHT PRODUCT<\/p>\n
[*]<\/p>\n
ATTACHMENT III TO OPERATING SPECIFICATIONS<\/p>\n
GUIDELINES FOR DETERMINATION OF AIRWORTHINESS OF ULDS<\/p>\n
The Airworthy ULD Inspection Checklist (laminated 3″ x 5″, M-8266A, LOGOS#
\n154731, or laminated 8-1\/2″ x 11″, M-8266B, LOGOS# 154730) has been developed to
\nprovide all personnel working with ULDs a set of criteria for determining
\nwhether or not a ULD is airworthy.<\/p>\n
The following checks must be performed (using the checklist) on any ULD prior to
\nuse:<\/p>\n
1. The primary inspection must be performed by the qualified designee prior to
\nloading the ULDs with freight.<\/p>\n
2. The secondary (final) inspection is performed by the uppers\/lowers captain.
\nHe must inspect the ULD at the aircraft prior to loading the ULD onto the
\naircraft. This ensures that only airworthy ULDs (loaded with freight) are loaded
\nonto aircraft. The uppers\/lowers captain must enter his name and employee number
\nin the appropriate field of the onload control sheet confirming that all ULDs
\nloaded on the flight are airworthy according to the checklist. Then the onload
\ncontrol sheet is filed in the Ramp Paperwork 30-day File.<\/p>\n
NOTE: The uppers\/lowers captain does not check the checklist items
\n marked with an asterisk (*).<\/p>\n
If damage to a ULD is at or above the measurements described below, the ULD is
\nconsidered NU or TO (not usable or truck only). See Figure 1 for typical ULD,
\nand Figure 2 for typical pallet, structural components. If damage to the ULD is
\nbelow the measurements described in this manual, the ULD is considered an AW
\n(airworthy) ULD.<\/p>\n
NOTE: Under no circumstances is duct tape to be used for ULD repair.
\n Use only aluminum speed tape (LOGOS# 115230) to patch holes in aluminum
\n ULDs that fall within the measurements described in the checklist
\n below. Tape should be used and properly applied to both sides of the
\n damaged area and overlap the hole at least 3″.<\/p>\n
NOTE: Aluminum speed tape must be used on HAZ cans with holes to be
\n considered airworthy (SAX\/AWX\/AYX).<\/p>\n
NOTE: Aluminum speed tape should never be used on a vinyl curtain. If
\n curtain damage falls within AW specifications, nothing is required.
\n Cloth tape or Gill Liner tape may be used on TO or NU ULD curtains to
\n secure.<\/p>\n
NOTE: Door locks must be operable for the container to be considered
\n airworthy.<\/p>\n
This checklist is divided into two sections, Containers (front) and Pallets\/Nets
\n(back). Use the checklist to ensure that any damage to the ULD falls within the
\nmeasurements.<\/p>\n
CONTAINERS<\/p>\n
Vinyl Doors:<\/p>\n
Tears and\/or rips are not greater than 8″ x 10.”
\n There are no broken door cables.
\n Door cables are not severely frayed (more than 25% of its strands are
\n broken).
\n Door bar has no cracks greater than 1″ x 3\/8.”<\/p>\n
Removable Doors:<\/p>\n
Panels have no tears, punctures, or holes greater than 4″ x 2″.
\n Door frame cracks are less than 3″ x 1\/2.”<\/p>\n
Extrusions\/Frame:<\/p>\n
Cracks are less than 3″ x 1\/2.”
\n Dents are less than 2.”<\/p>\n
Aluminum Panels:<\/p>\n
Panels have no tears, punctures, or holes greater than 4″ x 2″ within
\n 3″ of any adjoining edge extrusion.
\n Panels have no tears or punctures greater than 7″ x 4″ beyond 3″ of
\n any adjoining edge extrusion.<\/p>\n
Lexan Panels:<\/p>\n
Panels have no tears, rips, cracks, or punctures within 2″ of any panel
\n extrusion.
\n Panels have no tears or punctures greater than 10″ in length beyond 2″
\n of any adjoining edge extrusion.<\/p>\n
Base Sheet:<\/p>\n
Base sheet has no tears, punctures, or drilled holes greater than 1\/2.”<\/p>\n
Base Rails*:<\/p>\n
Cracks, splits, or dents do not exceed 3″ x 1\/2.”<\/p>\n
Rivets Base Sheet:<\/p>\n
There are at least 5 good rivets between any 2 missing rivets.
\n There are no more than 5 missing rivets.<\/p>\n
NOTE: Speed tape (Logos 115230) should be applied to holes that are
\n within airworthy limits and be properly applied to both the interior
\n and exterior of the container.<\/p>\n
PALLETS\/NETS<\/p>\n
Base Sheet:<\/p>\n
Within 3″ of any adjoining edge extrusion, there are no tears or
\n punctures greater than 3″ x 1.”
\n Beyond 3″ of any adjoining edge extrusion, there are no tear or
\n puncture greater than 6″ x 2.”<\/p>\n
Base Rails:<\/p>\n
Cracks, splits, or dents do not exceed 3″ x 1\/2.”
\n Inflection (bowing of edges toward center) is less than 4.”<\/p>\n
Rivets Base Sheet:<\/p>\n
There are at least 5 good rivets between any 2 missing rivets.
\n There are no more than 5 missing rivets.<\/p>\n
Net Criteria:<\/p>\n
Net has 4 edges corresponding to the 88″ or 96″ and 125″ sides of the
\n pallet.
\n Each short side has 4 permanently attached, serviceable double
\n stud locks.
\n Each long side has 5 permanently attached, serviceable double stud
\n locks.
\n One cinching lash cord is attached at each corner. The cord must not
\n be cut or excessively worn.
\n Net mesh openings have:
\n No more than two cut diamonds on any side.
\n No more than two adjoining cut diamonds.
\n No cut diamonds on the bottom two rows of diamonds.<\/p>\n
NOTE: A 50% load reduction or a pallet gross weight of 7,500 pounds is
\n allowed if the damage above the bottom two rows of diamonds are not
\n greater than two cut diamonds per side and that there is a minimum of
\n one complete diamond between any two cut diamonds.<\/p>\n
NET KIT<\/p>\n
Net kits are being installed on all new SAA and AMJ units. The net kit
\nallows a non-airworthy container to be used as if it was in an airworthy status
\nprovided a pallet net is secured over the damaged container.<\/p>\n
There are two restrictions to the net kit program:<\/p>\n
1. The maximum certified weight limit for an SAA is reduced from 13,300
\nlbs to 9,975 lbs., a 25% reduction. The maximum certified weight limit for an
\nAMJ is reduced from 15,000 lbs to 11,250 lbs., a 25% reduction.<\/p>\n
2. The option to use the net kit is limited to 90 days from the first
\ndate that a net is applied to a non-airworthy container, no matter if the
\nnetting option is used everyday or just a few days within the 90-day period.<\/p>\n
NOTE: Continue to mark the ULD airworthiness status on the closeout slips
\n as you would normally, using the airworthiness rules. If the ULD is a TO
\n status, mark the closeout slip TO. This ensures that the closeout slip
\n and the ULD system match in airworthiness status. Once the ramp agent
\n answers ‘Y’ in the weight and balance system for yes to the container is
\n netted, the condition status will change to “##” (symbols that looks like
\n pallet nets)<\/p>\n
HAZARDOUS MATERIALS ULD HOSE CONNECTION<\/p>\n
The hazardous material ULD’s hose connector must be checked for stability. Push
\non the outside of the connector to ensure flexibility.<\/p>\n
WARNING: INJURY TO FLIGHT CREW OR AIRCRAFT DAMAGE WILL OCCUR IF THE HAZARDOUS
\nMATERIAL ULD DOES NOT FUNCTION PROPERLY DURING AN EMERGENCY.<\/p>\n
SAA OPEN FRONT CONTAINERS<\/p>\n
Holes, tears, or rips to the vinyl door covers are permissible as long as they
\nfall within the limits of the Airworthy ULD Inspection Checklist.<\/p>\n
DROPPED ULDS<\/p>\n
Dropping a ULD (loaded or empty) is considered an accident and must be reported.<\/p>\n
PLACARDING DAMAGED ULDS<\/p>\n
When a ramp agent or qualified designee discovers a damaged ULD at his ramp
\nlocation, he must determine if the ULD is AW (airworthy), TO (truck only) or NU
\n(not usable). Use the Airworthy ULD Inspection Checklist to determine the ULD’s
\nairworthy status. TO or NU ULDs must be placarded with the Damaged ULD Placard
\n(M-8262, LOGOS 154405) (Figure 3 and Figure 4) (refer to R7-15-10-5 DAMAGED
\nNET\/ULD PLACARD PROCEDURE). Nonairworthy ULDs must be routed to the closest
\nrepair facility in EWR, MEM, LAX, or IND, MNL, CDG, or to a city that connects
\nwith any of these repair sites.<\/p>\n
NOTE: Managers must ensure all damaged assets are entered into FAMIS,
\n FS-1861 (refer to R7-15-10-5 DAMAGED NET\/ULD PLACARD PROCEDURE<\/p>\n
ATTACHMENT IV
\n TO
\n OPERATING SPECIFICATIONS<\/p>\n
UNACCEPTABLE PACKAGING<\/p>\n
PACKAGING AND MARKING<\/p>\n
All packages must be prepared and packed for safe transportation with ordinary
\ncare in handling. Any articles susceptible to damage as a result of conditions
\nwhich may be encountered in air transportation, such as changes in temperature
\nor atmospheric pressure, must be adequately protected by proper packaging.<\/p>\n
Items that cannot be packed into cartons (auto tail pipes, mufflers, tires,
\nrims, etc.) should have all sharp edges and protrusions wrapped and the address
\nlabel secured by pressure-sensitive tape wrapped completely around the object.<\/p>\n
Briefcases, luggage, garment bags, aluminum cases, plastic cases, computer
\ncartons or similar types of items whose outer finish might be damaged by
\nadhesive labels, soiling, marking or other types of surface damage that is
\nnormal with ordinary care in handling should be placed in a protective container
\nfor shipment. Items with casters, wheels or rollers must have them removed or
\npackaged to prevent damage.<\/p>\n
Blood, urine and other non-infectious liquid diagnostic specimens will be
\naccepted only when shipped in a sturdy outer container constructed of
\ncardboard\/corrugated fiberboard, wood, metal or rigid plastic containing a
\nsealed watertight primary receptacle placed inside of a sealed watertight
\nsecondary receptacle. Absorbent material must also be placed inside of the
\nsecondary watertight receptacle. Packaging must be larger than 7″ in length, 4″
\nin width, and 2″ in depth. Packages smaller than the minimum size should be
\nplaced in other packaging. Unacceptable packaging includes, but is not limited
\nto, StyrofoamTM, plastic bags, paper envelopes, FedEx Envelope, FedEx Packet,
\nFedEx Pak, FedEx Box, FedEx Tube, and FedEx 10kg and FedEx 25kg boxes. We will
\nrefuse to accept packages not meeting these or any federal requirements. Also,
\nall shipments of blood and blood products must comply with all applicable local,
\nstate and federal laws governing packing, marking and labeling.<\/p>\n
FedEx will only accept shipments of firearms when either the shipper or
\nrecipient is a licensed manufacturer, licensed importer, licensed dealer or
\nlicensed collector and is not prohibited from making such shipments by federal,
\nstate or local regulations when these conditions are met. FedEx will accept and
\ndeliver firearms between all areas served in the U.S. and Puerto Rico. Firearms
\nmust be shipped via FedEx Priority Overnight and may not be sent C.O.D. Upon
\npresenting the package for shipment, the shipper is required to inform FedEx
\nthat the package contains a firearm. Firearms may not be shipped in one complete
\npiece. When tendered for shipment, the firearm must be rendered inoperable,
\neither by removing the firing pin in the gun and disconnecting the barrel, or by
\nsome other means so the package does not contain a completely assembled, usable
\nweapon. The outside<\/p>\n
of the package should bear no label, marking, or other written notice that a
\nfirearm is contained within. This includes the abbreviation of the name of the
\nshipper or recipient if the name would clearly indicate that the package could
\ncontain a firearm. Firearms and ammunition may not be shipped in the same
\npackage. Ammunition is always an explosive and must be shipped as dangerous
\ngoods. The shipper and recipient are required to comply with all applicable
\ngovernment regulations and laws, including those pertaining to labeling. The
\nlocal division office of the Bureau of Alcohol, Tobacco and Firearms (ATF) can
\nprovide assistance with the packaging and shipment of firearms.<\/p>\n
FedEx will accept alcohol shipments (beer, wine and hard liquor) when both the
\nshipper and recipient are either a licensed wholesaler, licensed dealer,
\nlicensed distributor, licensed manufacturer, or licensed importer. Alcohol
\nservice into, out of, or within the states of Massachusetts and New Hampshire is
\nnot currently available. Shipments from licensed entities to consumers are
\npermitted in certain instances for wine shipments only. Shippers making direct
\nshipments to consumers must complete a FedEx Supplemental Wine Shippers
\nAgreement.<\/p>\n
Tobacco products will be accepted only when shipped from a licensed dealer or
\ndistributor to another licensed dealer or distributor.<\/p>\n
Plants and plant materials, including seedlings, plant plugs and cut flowers,
\nmust be shipped in accordance with applicable state and federal laws. Packages
\ncontaining these items may be inspected by government agencies, which may result
\nin a delay in delivery.<\/p>\n
Ostrich\/emu eggs may be shipped only in accordance with applicable state and
\nfederal laws. The shipper is responsible for ensuring compliance with state and
\nfederal law.<\/p>\n
FedEx does not provide special handling for packages bearing “Fragile,”
\n“Refrigeration required,” or orientation markings (e.g., “UP” arrows or “THIS
\nEND UP” markings).<\/p>\n
Meat, fish and poultry shipments can be shipped only in accordance with
\napplicable state and federal laws. The shipper is responsible for ensuring
\ncompliance with state and federal law.<\/p>\n
Shipments of over-the-counter and prescription pharmaceuticals will only be
\naccepted when tendered in accordance with applicable federal, state or local
\nlaws. The shipper is responsible for compliance with all applicable laws.
\nPharmaceutical packages should bear no label, markings, or other written notice
\nthat a pharmaceutical is contained within. Proper packaging such as cotton or
\nother appropriate packing material should be used in order to protect the
\ncontents of the shipment.<\/p>\n
The following items are prohibited and will not be accepted:
\na. Cash, currency, collectible stamps and coins
\nb. Live animals, including birds, reptiles, fish (Edible seafood such as live
\nlobsters, crabs or other types of fish\/shellfish for human consumption are
\nacceptable, provided the shipper is in compliance with state and federal laws.)
\nc. Animal carcasses will not be accepted. Animal heads and other parts for
\ntaxidermy may be accepted but must be properly packaged. Restrictions do not
\napply to materials intended for consumption.<\/p>\n
d. Human corpses or body parts; cremated or disinterred human remains
\ne. Shipments which require us to obtain a federal, state or local license for
\ntheir transportation
\nf. Shipments which may cause damage or delay to equipment, personnel or other
\nshipments
\ng. Lottery tickets and gambling devices where prohibited by federal, state or
\nlocal law
\nh. Hazardous waste, used hypodermic needles and\/or syringes or medical waste
\ni. Packages\/shipments that are wet, leaking or emit an odor of any kind
\nj. Packages that are wrapped in kraft paper
\nk. Live insects
\nl. Shipments whose carriage is prohibited by law, statute or regulation of any
\nstate in which the shipment may travel
\nm. Shipments whose carriage is prohibited by applicable federal, state or local
\nlaw
\nn. Shipments with loose hanging straps or strings.<\/p>\n
EXHIBIT B<\/p>\n
RATE SCHEDULE<\/p>\n
Pricing<\/p>\n
A. Day System pricing will be composed of three pricing
\n components; Non-fuel transport, Fuel transport and Package
\n Handling.<\/p>\n
1. Non-fuel transport pricing will be based on the cubic
\n feet of lift provided by FedEx. The initial rate will
\n be [*]\/ft(3) and will escalate [*]% per year beginning
\n with the Schedule Period inclusive of the following
\n dates.<\/p>\n
\n
\n Year 2 August 27, 2002
\n Year 3 August 27, 2003
\n Year 4 August 27, 2004
\n Year 5 August 27, 2005
\n Year 6 August 27, 2006
\n Year 7 August 27, 2007
\n<\/c><\/s><\/table>\n Non-fuel transport rate by container type:<\/p>\n
\n\n ——————————————————————————————–
\n RATE\/FT(3)
\n ——————————————————————————————–
\n [*]
\n ——————————————————————————————–
\n——————————————————————————————————————————-
\nCONTAINER CU\/FT Year1 Year2 Year3 Year4 Year5 Year6 Year7
\n——————————————————————————————————————————-
\n
\nAMJ
\nAYY
\nAYX
\nAKE [*] [*]
\nAVE
\nAWX
\nSAA
\nSAX
\nAAM
\n——————————————————————————————————————————-
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n For containers not included in the matrix, the rate will be
\n the appropriate non-fuel transport pricing Rate\/Ft(3)
\n multiplied by the container cubic feet.<\/p>\n
For Handling Units that are accepted by FedEx as bulk loaded
\n (not in ULDs) the weight from the Trans-Log File will be
\n divided by [*] and then multiplied by the appropriate non-fuel
\n transport pricing rate.<\/p>\n
Year 1 Example<\/p>\n
Weight\/Pkg DIVIDED BY [*] Lbs\/Ft(3) * [*]\/Ft(3)<\/p>\n
In the event that records are missing from the Trans-Log File
\n by Day 3 of the billing process, FedEx will calculate the
\n transportation charges using the ship day average weight per
\n Handling Unit excluding ULDs for USPS products. If no
\n Trans-Log File data is available for that operating day, FedEx
\n will use the most recent same day of week weight per Handling
\n Unit excluding ULDs to determine the transport charge. In the
\n event that the type of ULD cannot be determined by the time of
\n rating, FedEx will use the Schedule Period load plan to
\n determine the container type.<\/p>\n
2. Fuel transport pricing will be based on the cubic feet of lift
\n provided by FedEx. The bill rate will be calculated based on
\n the most recently published Producer Price Index defined
\n below. Prior to each Schedule Period the Fuel transport
\n pricing will be calculated as follows:<\/p>\n
a. Fuel transport pricing will be adjusted based on
\n fluctuations in the Producer Price Index (PPI) for
\n jet fuels as published by the US Department of Labor
\n and Bureau of Labor Statistics (BLS) (Commodity Code
\n 05 7203 (NOT SEASONALLY ADJUSTED )) <\/p>\n
b. The base fuel transport price is [*] at a PPI of
\n [*] in 1982 dollars. <\/p>\n
c. Fuel transport pricing adjustment factor is the
\n ratio of the most recently published PPI to the base
\n PPI.<\/p>\n
Current PPI\/Base PPI (71.4)<\/p>\n
d. The fuel transport price will be calculated by
\n multiplying the base fuel transport price by the fuel
\n price adjustment factor:<\/p>\n
Fuel Adjustment Factor x Base Fuel Transport Price ($[*])<\/p>\n
For Handling Units that are accepted by FedEx as bulk loaded
\n (not in ULDs) the weight from the Trans-Log File will be
\n divided by [*] Lbs\/Ft(3) and then multiplied by the
\n appropriate fuel transport pricing rate.<\/p>\n
Year 1 Example<\/p>\n
Weight\/Pkg DIVIDED BY [*]Lbs\/Ft(3) * Fuel Adjustment Factor X
\n Base Fuel Transport Price ([*])<\/p>\n
In the event that records are missing from the Trans-Log File
\n by Day 3 of the billing process, FedEx will calculate the
\n transportation charges using the ship day average weight per
\n Handling Unit excluding ULDs for USPS products. If no
\n Trans-Log File data is available for that operating day, FedEx
\n will use the most recent same day of week weight per Handling
\n Unit excluding ULDs to determine the transport charge. In
\n the event that the type of ULD cannot be<\/p>\n
determined by the time of rating, FedEx will use the Schedule
\n Period load plan to determine the container type<\/p>\n
3. Package h andling pricing on individual Handling Units will be
\n based on units unloaded, sorted, or reloaded by FedEx. The
\n initial rate will be $[*]\/h.u. and will escalate [*]% per year
\n beginning with the Schedule Period inclusive of the following
\n dates. The package handling fee will be charged to every
\n Handling Unit where Fedex has scanned the D&R Tag. There will
\n be only one handling charge per scanned D&R tag. If FedEx must
\n re-handle packages in a bypass container due to operational
\n needs (e.g. change of aircraft gauge), billing will be
\n adjusted and a credit will be issued to the USPS on the
\n equivalent packages for the container type. Equivalent
\n packages given in the table below.<\/p>\n
\n\n NUMBER OF
\n CONTAINER CU\/FT HANDLING UNITS
\n ———————————————————
\n
\n AMJ 590 230
\n AYY 202 79
\n AYX 202 79
\n AKE 153 60
\n AVE 153 60
\n AWX 265 103
\n SAA 427 166
\n SAX 418 163
\n AAM 564 220
\n ———————————————————-
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n\n\n Date Rate
\n
\n Year 2 August 27, 2002 [*]
\n Year 3 August 27, 2003
\n Year 4 August 27, 2004
\n Year 5 August 27, 2005
\n Year 6 August 27, 2006
\n Year 7 August 27, 2007
\n<\/c><\/c><\/s><\/caption>\n<\/table>\nB. Night System pricing will be based on the weight of individual Handling
\n Units excluding Bypass Containers and a cubic foot rate for Bypass
\n Containers.<\/p>\n
1. The non-fuel transport pricing initial rate for handling units
\n excluding bypass containers will escalate [*]% per year
\n beginning with the schedule period inclusive of the following
\n dates.<\/p>\n
Year 2 August 27, 2002
\n Year 3 August 27, 2003
\n Year 4 August 27, 2004
\n Year 5 August 27, 2005
\n Year 6 August 27, 2006
\n Year 7 August 27, 2007<\/p>\n
\n\n ———————————————————————————————————
\n RATE\/LB
\n HANDLING UNIT
\n ———————————————————————————————————
\n WEIGHT YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7
\n —— —— —— —— —— —— —— ——
\n
\n [*] [*] [*] [*] [*] [*] [*] [*]
\n——————————————————————————————————————————-
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n The Handling Unit weight will be derived from the
\n Trans-Log File. In the event that records are missing from
\n the Trans-Log File by Day 3 of the billing process, FedEx
\n will calculate the transportation charges using the ship
\n day average weight per Handling Unit excluding ULDs for
\n USPS products. If no Trans-Log File data is available for
\n that operating day, FedEx will use the most recent same
\n day of week weight per Handling Unit excluding ULDs to
\n determine the transport charge.<\/p>\n
2. Fuel transport pricing will be based on the weight accepted by
\n FedEx. The bill rate will be calculated based on the most
\n recently published Producer Price Index defined below. Prior
\n to each Schedule Period the Fuel transport pricing will be
\n calculated as follows:<\/p>\n
A Fuel transport pricing will be adjusted based on
\n fluctuations in the Producer Price Index (PPI) for
\n jet fuels as published by the US Department of Labor
\n and Bureau of Labor Statistics (BLS) (Commodity Code
\n 05 7203 (NOT SEASONALLY ADJUSTED))<\/p>\n
B The base fuel transport price is [*]\/lb at a PPI of
\n [*] in 1982 dollars.<\/p>\n
C Fuel transport pricing adjustment factor is the ratio
\n of the current PPI to the base PPI.<\/p>\n
Current PPI\/Base PPI [*]<\/p>\n
D The fuel transport price will be calculated by
\n multiplying the base fuel transport price by the fuel
\n price adjustment factor:<\/p>\n
Fuel Adjustment Factor X Base Fuel Transport Price ([*]\/lb)<\/p>\n
3. Bypass Container non-fuel pricing will be based on cubic feet
\n of lift provided by FedEx. The initial rate will be [*]\/ft3
\n and will escalate [*]% per year beginning with the schedule
\n period inclusive of the following dates.<\/p>\n
\n
\n Year 2 August 27, 2002
\n Year 3 August 27, 2003
\n Year 4 August 27, 2004
\n Year 5 August 27, 2005
\n<\/c><\/s><\/table>\n\n
\n Year 6 August 27, 2006
\n Year 7 August 27, 2007
\n<\/c><\/s><\/table>\n Non-fuel transport rate by container type:<\/p>\n
\n\n RATE\/FT(3)
\n ——————————————————————————————————-
\n [*] [*] [*] [*] [*] [*] [*]
\n———————————————————————————————————————————–
\nCONTAINER CU\/FT YEAR1 YEAR2 YEAR3 YEAR4 YEAR5 YEAR6 YEAR7
\n——— —– —– —– —– —– —– —– —–
\n
\nAMJ [*] [*] [*] [*] [*] [*] [*] [*]
\n—
\nAYY
\n—
\nAYX
\n—
\nAKE
\n—
\nAVE
\n—
\nAWX
\n—
\nSAA
\n—
\nSAX
\n—
\nAAM
\n—
\n———————————————————————————————————————————–
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n 4. Bypass containers fuel transport pricing will be based on
\n cubic feet of lift provided by FedEx. The bill rate will be
\n calculated based on the most recently published Producer Price
\n Index defined below. Prior to each Schedule Period the Fuel
\n transport pricing will be calculated as follows:<\/p>\n
a. Fuel transport pricing will be adjusted based on fluctuations
\n in the Producer Price Index (PPI) for jet fuels as published
\n by the US Department of Labor and Bureau of Labor Statistics
\n (BLS) (Commodity Code 05 7203 (NOT SEASONALLY ADJUSTED ))<\/p>\n
b. The base fuel transport price is [*]\/ft(3) at a PPI of [*] in
\n 1982 dollars.<\/p>\n
c. Fuel transport pricing adjustment factor is the ratio of the
\n most recently published PPI to the base PPI.<\/p>\n
Current PPI\/Base PPI ([*])<\/p>\n
d. The fuel transport price will be calculated by multiplying the
\n base fuel transport price by the fuel price adjustment factor:
\n Fuel Adjustment Factor x Base Fuel Transport Price ([*]\/ft(3))<\/p>\n
C. Supplemental Bills<\/p>\n
1. Minimum Guaranteed Volume for the Day-turn Network- if Minimum
\n Guaranteed Volume is not achieved as described in paragraph
\n 11.2 of the contract, FedEx will provide a supplemental bill
\n for the difference between actual volume accepted by FedEx and
\n the Minimum Guaranteed Volume for the Schedule Period as
\n calculated in paragraph 11.1 of the contract. Day-turn
\n Handling charges will be billed at the agreed upon handling
\n percentage (1-Bypass Percentage) minus [*] percentage points.
\n Day-turn Transport – fuel and non-fuel – charges will be
\n calculated at the current rates on the difference between
\n actual and Minimum Guaranteed Volume for a Schedule Period as
\n calculated in paragraph 11.1 of the contract.<\/p>\n
2. Minimum Guaranteed Volume for the Night-turn Network – if
\n Minimum Guaranteed Volume is not achieved as described in
\n paragraph 11.2 of the contract, FedEx will provide a
\n supplemental bill for the difference between actual volume
\n accepted by FedEx and the Minimum Guaranteed Volume for the
\n Schedule Period as calculated in paragraph 11.1 of the
\n contract. Night-turn Transport – fuel and non-fuel – charges
\n will be calculated at the current rates on the difference
\n between actual and Minimum Guaranteed Volume for a Schedule
\n Period as calculated in paragraph 11.1 of the contract.<\/p>\n
3. ULD Damage – FedEx will provide a supplemental bill for
\n containers damaged by the USPS as outlined in the Operations
\n Specification. The supplemental bill will be for [*]\/ULD
\n damaged for damage to the upper portion of the ULD and for
\n [*]\/ULD damaged for damage to the base of the ULD.<\/p>\n
4. Read Rate Discrepancy – if a read rate discrepancy occurs as
\n described in the Operations Specification, FedEx will provide
\n a supplemental bill based on the percentage of misreads
\n greater than the standard rate. The rate will apply to product
\n accepted for the periods after the 10 day cure period and
\n prior to problem resolution.<\/p>\n
Current Read Rate – Standard Read Rate = Read Rate Adjustment<\/p>\n
a. Day System Handling rate<\/p>\n
Current Handling Rate * Read Rate Adjustment * Number of Handling Units<\/p>\n
b. Night System Handling rate –<\/p>\n
Current per pound rate * Read Rate Adjustment * Number of Handling Units * .15<\/p>\n
5. Shuttle Rate – If USPS requests the addition or deletion of
\n FedEx shuttle services between USPS and FedEx facilities the
\n supplemental billing or credit rate will be calculated on
\n transport mode and distance.<\/p>\n
a. CTV Shuttles will be charged at a rate of [*]\/mile
\n roundtrip with a minimum of [*]\/trip.<\/p>\n
b. Tug and Dolly Shuttles will be charged at a rate of
\n [*]\/mile roundtrip with a minimum of [*]\/trip<\/p>\n
EXHIBIT C
\n PAYMENT PROCEDURES<\/p>\n
I. DEFINITIONS<\/p>\n
Capitalized terms not otherwise defined herein shall have the meaning
\n set forth in Agreement.<\/p>\n
II. RECONCILIATION AND INVOICING PROCESS<\/p>\n
Payment terms are ten calendar days following the close of the Shipping
\n Period. The following procedures will be observed in the billing
\n process:<\/p>\n
1. All data exchanges between USPS and FedEx for the
\n reconciliation process will be performed electronically and
\n sent to specified Mailboxes operated by each organization.
\n Each file will have an individually specified transmission
\n interval.<\/p>\n
2. For all files exchanged between FedEx and the USPS, any
\n changes to layout or data definition must be communicated to
\n the receiving party at a minimum of 60 calendar days prior to
\n implementation or sooner if mutually agreed to.<\/p>\n
3. All file transfers must adhere to USPS Security & Privacy
\n rules as well as all FedEx Data Protection policies.<\/p>\n
4. The reconciliation process will be:<\/p>\n
a. USPS completes shipment Day 0<\/p>\n
b. FedEx Revenue receives FedEx Scan Data on Day 1<\/p>\n
c. USPS Transmits Trans Log and Org Summary data to
\n FedEx on Day 1. If unavailable, the process
\n continues.<\/p>\n
d. FedEx compares FedEx Scan data to Trans Log data:<\/p>\n
– Identifies any D&R Tags that were scanned
\n and not in the original Trans Log data, and
\n returns to USPS an UnMatched Scan file of
\n all shipments FedEx moved that were not on
\n the original Trans Log file on Day 2.<\/p>\n
– In the event that no records are unmatched,
\n an empty UnMatched Scan file will be
\n transmitted. If unavailable to USPS, FedEx
\n will decide whether to continue the process
\n without UnMatched Scan file or delay the
\n Revenue Reconciliation process.<\/p>\n
e. USPS will research the UnMatched Scan file and return
\n an UnMatched Found file and UnMatched Not Found file
\n on Day 3.<\/p>\n
f. FedEx will calculate all applicable charges using:<\/p>\n
– Trans Log data, UnMatched Found data, and
\n for UnMatched Not Found FedEx will use a
\n previous ship day of week data for charge
\n purposes and send back to the USPS the
\n Reconcile file on Day 4. The Reconciliation
\n file will include all shipments, both
\n Matched and UnMatched.<\/p>\n
g. Steps B through F will be repeated for each Shipping
\n Day. On the fourth business day following the last
\n day of the Shipping Period (Friday), FedEx and the
\n USPS must have reconciled the entire Shipping Period.<\/p>\n
h. On the tenth calendar day (unless the tenth day is a
\n USPS holiday, in which case, the eleventh day)
\n following the close of the Shipping Period USPS will
\n make an electronic funds transfer “File and Funds”
\n for the entire amount charged in the Reconcile files
\n to FedEx for the Shipping Period closed.<\/p>\n
III. RATE STRUCTURES<\/p>\n
Supplemental Charges may be assessed each Schedule Period for:<\/p>\n
1. Minimum Guaranteed Volume.<\/p>\n
2. ULD Damage.<\/p>\n
3. Read-Rate.<\/p>\n
4. Shuttle Charges<\/p>\n
The amount to be charged is the amount determined in accordance with
\n the Agreement, the Operations Specifications and Exhibit B.<\/p>\n
IV. DATA FILE REQUIREMENTS<\/p>\n
Minimum data required for each file transmitted between FedEx and the
\n USPS is as follows:<\/p>\n
1. Trans Log file – D&R barcode, origin zip, destination zip,
\n ship date, weight (if a piece), and Bypass or Non-Bypass
\n container indicator (if container)<\/p>\n
2. UnMatched file – D&R barcode, scan date<\/p>\n
3. Found file – same as Trans Log file<\/p>\n
4. Not Found file – same as UnMatched file<\/p>\n
5. Reconcile file – D&R barcode, origin zip, destination zip,
\n ship date, weight (if a piece), and Bypass or Non-Bypass
\n container indicator (if container), Transportation charge,
\n Handling charge, Fuel charge, applicable revenue scans used in
\n the revenue reconciliation process and amount Excisable<\/p>\n
V. ISSUE SCENARIOS<\/p>\n
Issue Scenarios and Actions define potential Issues that may arise
\n during normal activities between the USPS and FedEx and the actions
\n that should be taken by either the USPS or FedEx.<\/p>\n
1. Disputes not resolved during the reconciliation process will
\n not alter the total amount due for the Shipping Period.
\n Payment in full for the Shipping Period will be remitted to
\n FedEx 10 calendar days after close of the Shipment Period.
\n Resolution of any dispute will follow the normal FedEx invoice
\n adjustment process thought the FedEx Contract Administrator. <\/p>\n
– If initiated by USPS, contact Contract Administrator,
\n Worldwide Revenue Operations, FedEx <\/p>\n
– If initiated by FedEx, contact, Supervisor, Accounts
\n Payables, Transportation, USPS<\/p>\n
2. Inability to Send or Receive Data Files at specified
\n transmission time interval <\/p>\n
– If initiated by USPS, contact Contract Administrator
\n Support, Worldwide Revenue Operations, FedEx <\/p>\n
– If initiated by FedEx, contact IP Program Manager,
\n Network Ops Mgmt, USPS<\/p>\n
3. USPS EFT was not successful<\/p>\n
– If initiated by FedEx, contact Supervisor, Accounts
\n Payables, Transportation, USPS<\/p>\n
– If initiated by USPS, contact Contract Administrator,
\n Worldwide Revenue Operations, FedEx<\/p>\n
4. EFT amount does not match the reconciled amount<\/p>\n
– If EFT amount is greater than reconciled amount,
\n contact Contract Administrator, Worldwide Revenue
\n Operations, FedEx<\/p>\n
– If EFT amount less than reconciled amount, contact
\n Supervisor, Accounts Payables, Transportation, USPS<\/p>\n
5. USPS unable to transmit Trans Log data to FedEx by specified
\n transmission time<\/p>\n
– FedEx will identify D&R Tags not on the Trans-Log
\n File provide by USPS and notify USPS in the FedEx
\n UnMatched File.<\/p>\n
– USPS researches (attempts to find missing Trans-Log
\n data). If Trans-Log data is not available, USPS USES
\n FEDEX DATA AS UNEQUIVOCAL PROOF AS FEDEX HAS MOVED
\n AND PROCESSED USPS PRODUCT.<\/p>\n
– USPS will default to FedEx data when they are unable
\n to provide Trans-Log data within the defined
\n Reconciliation Period (three days following the
\n shipment day). FEDEX WILL CHARGE THE AVERAGE WEIGHT
\n AS DEFINED IN SECTION<\/p>\n
III (RATE STRUCTURE) FOR THE PRODUCT TENDERED BY THE
\n USPS TO FEDEX FOR ANY D&R TAG THAT USPS CANNOT
\n PROVIDE A TRANS-LOG DATA RECORD.<\/p>\n
6. In the event there is a catastrophic equipment and\/or system
\n failure<\/p>\n
– FedEx will provide an electronic file to USPS
\n identifying all D&R Tags FedEx scanned that were lost<\/p>\n
– FedEx will notify Vice President, Transportation,
\n USPS<\/p>\n
– USPS cannot produce D&R Tags – SEPARATE CONTINGENCY
\n PLAN MUST BE DEVELOPED TO INCLUDE OPERATIONAL,
\n REVENUE AND IT ISSUES.<\/p>\n
7. Under what circumstances may a Delivery scan be missing for a
\n container D&R Tag<\/p>\n
– For Mixed Containers a Delivery scan will not be
\n provided since the container is unloaded during our
\n sort operations.<\/p>\n
– For the contents of Bypass Containers FedEx will not
\n have any scan data unless the Bypass Container is
\n trans-loaded for FedEx operational requirements.<\/p>\n
EXHIBIT D<\/p>\n
MEDIATOR LIST<\/p>\n
[THIS DOCUMENT IS TO BE PROVIDED IN ACCORDANCE WITH AGREEMENT]<\/p>\n
EXHIBIT E<\/p>\n
FORM OF<\/p>\n
ESCROW AGREEMENT<\/p>\n
THIS ESCROW AGREEMENT (“Agreement”), made and entered into as of the
\n___ day of __________, 20__, by and among Federal Express Corporation, a
\nDelaware Corporation, (“FedEx”), the United States Postal Service, an
\nindependent establishment of the United States of America (“USPS”), and
\n_______________________________________________, a ______________ corporation
\n(“Escrow Holder”);<\/p>\n
W I T N E S S E T H:<\/p>\n
WHEREAS, FedEx and USPS have entered into that certain Transportation
\n Agreement dated as of __________, 2001 (“Transportation Agreement”),
\n pursuant to which FedEx has agreed to provide and USPS has agreed to
\n purchase certain transportation services, pursuant to the terms of the
\n Transportation Agreement.<\/p>\n
WHEREAS, in accordance with the terms and conditions of the
\n Transportation Agreement, each party has agreed to deposit into escrow
\n with Escrow Holder amounts that represent a portion of certain disputed
\n claims as more fully described in Article 3 and Section 7.3 of the
\n Transportation Agreement. Such sum together with any and all additions
\n thereto and interest and earnings thereon being referred to herein as
\n the “Escrow Money”), to be held, invested and disbursed by Escrow
\n Holder in accordance with the terms and conditions of this Agreement;
\n and<\/p>\n
WHEREAS, Escrow Holder agrees to act as escrow agent to hold,
\n administer, invest and disburse the Escrow Money on the terms and
\n conditions herein set forth;<\/p>\n
NOW, THEREFORE, for and in consideration of the foregoing and the
\nmutual covenants of the parties contained herein, the parties hereto agree as
\nfollows:<\/p>\n
1. ADMINISTRATION AND INVESTMENT OF ESCROW MONEY. (a) Escrow Holder
\nshall hold, administer and disburse the Escrow Money pursuant to this Agreement.
\nEscrow Holder shall invest the Escrow Money as instructed by the party
\ndepositing the funds (the “Depositing Party”), and shall from time to time
\nreinvest the Escrow Money as so instructed in writing by the Depositing Party,
\nin United States securities, including Treasury Bills and United States
\nGovernment guaranteed obligations, certificates of deposit, time or demand
\ndeposits, or repurchase agreements.<\/p>\n
(b) Simultaneous with the delivery of the Escrow Money to Escrow
\nHolder, the Depositing Party shall deliver to the other party a written
\nstatement specifically identifying the amount of the Escrow Money and any
\ninvestment directions to the Escrow Holder.<\/p>\n
2. DISBURSEMENT. (a) In accordance with the Transportation Agreement,
\nFedEx and USPS shall promptly provide written notification to Escrow Holder
\nexecuted by both parties of the disposition and disbursement of the Escrow Money
\n(“Disbursement Notice”), and Escrow Holder may rely upon such Disbursement
\nNotice or until ordered by final court order, decree or judgment, which is not
\nsubject to appeal, to deliver the Escrow Money to a particular party, in which
\nevent the Escrow Money shall be delivered in accordance with such notice,
\ninstruction, order, decree or judgment.<\/p>\n
(b) Escrow Holder shall pay the entire Escrow Money in accordance with
\nthe instructions set forth in the Disbursement Notice not later than one (1)
\nbusiness day following receipt of the Disbursement Notice [as long as the
\ncurrent investment can be liquidated in one (1) business day] and this Agreement
\nshall thereupon be null and void and the parties hereto shall have no further
\nliability or obligations hereunder. The Escrow Money shall be released and
\ndelivered to the particular party from Escrow Holder upon Escrow Holder’s
\nreceipt of the Disbursement Notice as set forth in Section 2(b) above, despite
\nany objection or potential objection by a party. The parties agree it shall have
\nno right to bring any action against Escrow Holder which would have the effect
\nof delaying, preventing, or in any way interrupting Escrow Holder’s delivery of
\nthe Escrow Money pursuant to this Section 2.<\/p>\n
3. ESCROW AGREEMENT. (a) Escrow Holder will perform its obligations
\nhereunder fairly and impartially according to the intent of the parties as
\nherein expressed; provided, however, that Escrow Holder is to be considered as a
\ndepository only, shall not be deemed to be a party to any document other than
\nthis Agreement, and shall not be responsible or liable in any manner whatsoever
\nfor the sufficiency, manner of execution, or validity of any written
\ninstructions, certificates or any other documents received by it, nor as to the
\nidentity, authority, or rights of any persons executing the same. Escrow Holder
\nshall be entitled to rely at all times on instructions executed by both FedEx
\nand USPS, as the case may be and as required hereunder, without any necessity of
\nverifying the authority therefor. Notices given by or in the name of the Senior
\nVice President and General Counsel of FedEx shall be deemed given by FedEx.
\nNotices given by [Senior Vice President and General Counsel of USPS PLEASE
\nINSERT PROPOER TITLE] shall be deemed given by USPS.<\/p>\n
(b) Escrow Holder shall not at any time be held liable for actions
\ntaken or omitted to be taken in good faith and without bad faith or gross
\nnegligence. FedEx and USPS agree to save and hold Escrow Holder harmless from
\nany loss and from any claims or demands arising out of its actions hereunder and
\nhereby agree to indemnify Escrow Holder from any claims or demands for losses
\narising out of its activities hereunder; provided, however, the indemnity set
\nforth herein shall not apply to any actions taken or omitted to be taken with
\nbad faith or gross negligence.<\/p>\n
(c) It is further understood by FedEx and USPS that, if Escrow Holder
\nshall become involved in litigation with respect to this Agreement or the
\nTransportation Agreement, whether as the result of any disagreement between
\nFedEx and USPS or adverse demands and claims being made by any of them upon
\nEscrow Holder or otherwise, such parties agree that they, jointly and severally,
\nare and shall be liable to Escrow Holder and shall reimburse Escrow Holder for
\nthe reasonable costs, expenses and counsel fees Escrow Holder shall incur or be
\ncompelled to pay by reason of such litigation. FedEx and USPS agree among
\nthemselves that each shall be responsible to advance one-half (1\/2) of all
\namounts due Escrow Holder for its services as set forth in this Agreement,
\nprovided that any such advance by<\/p>\n
FedEx or USPS as the result of any dispute or litigation between them shall be
\nwithout prejudice to their right to recover such amount as damages from the
\nbreaching party.<\/p>\n
(d) In taking or omitting to take any action whatsoever hereunder,
\nEscrow Holder shall be protected in relying upon any notice, paper, or other
\ndocument reasonably believed by it to be genuine, or upon evidence deemed by it
\nto be sufficient, and in no event shall Escrow Holder be liable hereunder for
\nany act performed or omitted to be performed by it hereunder in the absence of
\ngross negligence or bad faith. Escrow Holder may consult with counsel in
\nconnection with its duties hereunder and shall be fully protected in any act
\ntaken, suffered or permitted by it in good faith and without bad faith or gross
\nnegligence in accordance with the advice of such counsel.<\/p>\n
4. TERM OF AGREEMENT. The Escrow Holder is to receive the sum of
\n______________________________ Dollars ($_______________) for its services as
\nEscrow Holder. Escrow Holder shall have the right to withhold from the Escrow
\nMoney funds to pay the escrow fee and any specific and identifiable charges
\nincurred as a result of the establishment and maintenance of the escrow account
\nrequired hereunder, including any safekeeping fees or service charges levied by
\nit.<\/p>\n
5. FDIC WAIVER. [This section will be required if the Escrow Holder is
\na federal bank] (a) FedEx and USPS do hereby certify to Escrow Holder that they
\nare aware that the Federal Deposit Insurance Corporation (FDIC) coverages apply
\nonly to a cumulative maximum amount of One Hundred Thousand Dollars
\n($100,000.00) for each individual depositor for all of depositor’s accounts at
\nthe same or related institutions.<\/p>\n
(b) FedEx and USPS understand and acknowledge that certain banking
\ninstruments such as, but not limited to, repurchase agreements and letters of
\ncredit are not covered by FDIC insurance.<\/p>\n
(c) FedEx and USPS understand and agree that Escrow Holder assumes no
\nresponsibility for, nor will FedEx and\/or USPS hold Escrow Holder liable for,
\nany loss occurring which arises from the fact that the amount of the escrow
\naccount established pursuant to this Agreement may cause the aggregate amount of
\nany individual depositor’s accounts to exceed One Hundred Thousand Dollars
\n($100,000.00) and that the excess amount is not insured by the FDIC.<\/p>\n
6. TERM OF AGREEMENT. The term of this Agreement shall be from and
\nafter the date of this Agreement as hereinafter set forth to and including the
\nearlier to occur of (i) the events set forth in Section 2 hereof; or (ii) the
\ntermination of this Agreement by written agreement of the parties hereto.<\/p>\n
7. NOTICES. All notices, demands, requests or other communications
\nwhich may or shall be given or served by any party to this Agreement upon any
\nother parties to this Agreement, shall be either (a) sent by certified mail,
\nreturn receipt requested, in which case notice shall be deemed delivered three
\n(3) business days after deposit, postage prepaid in the U.S. mail, (b) sent by
\novernight delivery using Federal Express service or other nationally recognized
\novernight courier, in which case it shall be deemed delivered one (1) business
\nday after deposit with such courier, (c) sent by facsimile, in which case notice
\nshall be deemed delivered upon transmission of such notice (provided that
\nconfirmation of such transmission<\/p>\n
is evident), or (d) sent by personal delivery, in which case notice shall be
\ndeemed delivered upon personal delivery. Such notices, demands, requests or
\nother communications shall be in writing and addressed to the following:<\/p>\n
IF TO FedEx:
\n ————————————<\/p>\n
Attn:
\n ——————————
\n Telephone:
\n ————————–
\n Facsimile:
\n ————————–<\/p>\n
With a copy to: # #
\n ————————————<\/p>\n
Attn:
\n ——————————
\n Telephone:
\n ————————-
\n Facsimile:
\n ————————-<\/p>\n
IF TO USPS:
\n ————————————<\/p>\n
Attn:
\n ——————————
\n Telephone:
\n ————————–
\n Facsimile:
\n ————————–<\/p>\n
With a copy to: # #
\n ————————————<\/p>\n
Attn:
\n ——————————
\n Telephone:
\n ————————-
\n Facsimile:
\n ————————-<\/p>\n
IF TO ESCROW HOLDER:
\n ————————————<\/p>\n
Attn:
\n ——————————-
\n Telephone:
\n ————————–
\n Facsimile:
\n ————————–<\/p>\n
All parties shall have the right from time to time to designate by
\nwritten notice to all other parties any other address or place where such
\nnotice, demand, or request be addressed.<\/p>\n
8. MISCELLANEOUS. (a) No party may assign its interest in or
\nobligations under this Agreement except as may be permitted pursuant to the
\nTransportation Agreement. Subject to the foregoing, this Agreement shall be
\nbinding upon and inure to the benefit of the parties hereto and their respective
\nheirs, executors, administrators, representatives, successors and assigns.<\/p>\n
(b) This Agreement shall be construed under and governed by the laws of
\nthe State of Tennessee and, in the event that any provision hereof shall be
\ndeemed illegal or unenforceable, said provision shall be severed herefrom and
\nthe remainder of this Agreement shall be enforced in accordance with the intent
\nof the parties as herein expressed.<\/p>\n
(c) This Agreement may not be amended or altered except by an
\ninstrument in writing executed by all the parties hereto.<\/p>\n
(d) Terms not specifically defined herein shall have the meanings
\nattributed to such terms in the Transportation Agreement.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
\nexecuted by and through their respective, duly-authorized representatives as of
\nthe date signed by FedEx or USPS (whichever occurs later, as indicated below).<\/p>\n
FEDERAL EXPRESS CORPORATION<\/p>\n
By:
\n ————————————————–
\n Title:
\n ———————————————–
\n Date of Signature:
\n ———————————–<\/p>\n
UNITED STATES POSTAL SERVICE<\/p>\n
By:
\n ————————————————–
\n Title:
\n ———————————————–
\n Date of Signature:
\n ———————————–<\/p>\n
ESCROW HOLDER<\/p>\n
By:
\n ————————————————–
\n Title:
\n ———————————————–
\n Date of Signature:
\n ———————————–<\/p>\n
* BLANK SPACES CONTAINED CONFIDENTIAL INFORMATION WHICH HAS BEEN FILED
\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
\nUNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7517],"corporate_contracts_industries":[9523],"corporate_contracts_types":[9613,9620],"class_list":["post-42940","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fedex-corp","corporate_contracts_industries-transportation__courier","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42940","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42940"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42940"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42940"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42940"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}