SOP Exhibits

Title:

Trucking/Hauling Contract

SOP Number : GM-DL03

ANNEX A

TRUCKING/HAULING CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This Contract made and executed this ___ day of ______________ at ___________ Philippines, by and between:

NATIONAL FOOD AUTHORITY, a government agency duly organized and existing by virtue of Presidential Decree No. 4 as amended by P.D. Nos. 1485 and 1770 with office and postal address at Matimyas Building, 101 E. Rodriguez Sr. Avenue, Quezon City represented herein by its Regional Director ________________________ of NFA - Region ______ herein referred to as NFA

and
__________________________________________________________________________________________________________________________________________________

________________________________________________________________________

herein referred to as, CONTRACTOR.

W I T N E S S E T H

WHEREAS, the NFA has stocks of grains and non-grains intended for transfer to different designated warehouses and receiving ends;

WHEREAS, the CONTRACTOR has offered to transport and deliver to designated warehouses/receiving ends the aforementioned commodities;

NOW, THEREFORE, for and in consideration of the foregoing premises and the terms and conditions hereinafter set forth, the parties hereto hereby agree as follows:

RESPONSIBILITIES OF CONTRACTOR:

1. The CONTRACTOR shall provide the NFA the following trucks:

: : : :TONNAGE/

MAKE/MODEL : PLATE NO. : CR NO. : OR NO. :CAPACITY

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Certified xerox copy(ies) of Certificate(s) of Registration with LTO is/are hereto attached as Annex(es) respectively. Should the above enumerated trucks be unavailable for the use of NFA for whatever reason, CONTRACTOR shall make available other substitute trucks of the same or comparable make and of similar tonnage capacity, provided such trucks have been registered or accredited by NFA as substitute trucks belonging to the CONTRACTOR and covered by the Surety Bond thru indorsement. Drivers of said substitute trucks are to be constituted and authorized as agents of the CONTRACTOR as if they are the regular driver(s)/representative.

The list of substitute trucks indicating the plate number, weight and tonnage capacity and the indorsement shall form part of this agreement;

2. To provide the trucks with driver(s) and/or representative(s) who are hereby authorized and constituted as agent or Attorney-in-fact of the CONTRACTOR with, among others, the following responsibilities:

2.1 To sign the documents for the truck(s) he is assigned to

2.2 To witness weighing at the point of origin and at point of destination and affix his signature on pertinent documents to authenticate correct weight at source and at destination.

2.3 To receive orders from duly authorized NFA representative(s) for work assignments;

The authority for such driver(s) and/or representative(s) shall be authenticated in writing in three (3) copies for submission to NFA prior to the signing of the contract affixing on each copy an ID picture and specimen signature of the authorized driver(s)/representative(s) for presentation to interested parties to evidence his authority. Should there be a change of driver(s)/representative(s), the same procedure and requirements shall be complied with.

All acts of said driver(s)/representative(s) shall be deemed the acts of the CONTRACTOR for purposes of this Contract.

3. To be held liable for the losses and shortages in the number of bags and in weight on any of the grains/cargoes/containers of NFA which are considered to be in his custody upon loading the same to the trucks from the point of origin up to the time that said cargoes are unloaded and duly acknowledged as received by the duly authorized NFA representative at the NFA designated receiving points. CONTRACTOR shall also be liable for damages were attributable to Contractor's negligence/fault. Provided, however, that the CONTRACTOR shall be granted 0.56% tolerable allowance for shortages/losses based on weight at origin provided further that should the shortages exceed the tolerable allowance, the CONTRACTOR shall pay the excess based on replacement cost provided, finally, that 0.56% tolerable allowance shall not apply if pilferage/theft is established after proper investigation. For this purpose, replacement cost shall be based on the latest available replacement cost existing at the time of the loss of the stocks for hauling as imposed by the NFA. The Contractor shall settle his shortages by payment in cash or by restitution. Restitution shall be of the same quality of the cereal delivered and in such quantity that will be equivalent to the exact amount or value of the computed replacement cost.

4. To assume all expenses for registration and others such as but not limited to wages of drivers, gas and oil, repairs and maintenance of the truck/s be it minor or major repairs.

5. To provide sufficient tarpaulin covers to protect the cargoes and all the necessary logistics to ensure proper and continuous hauling. Tarpaulin covers should be long enough to serve as catchers for spilled grains;

6. To notify the nearest NFA provincial office within a reasonable time in case of any mechanical breakdown or other incident which may delay the transport of the goods, cargoes while engaged in NFA hauling operations.

II. RESPONSIBILITIES OF NFA

1. To issue the corresponding documents covering the issuance, receipts , and transfer of NFA cargoes from NFA designated points of origin to destination.

2. Has the option to provide personnel to escort transfers when necessary and to conduct inspection of the CONTRACTOR's vehicles, cargoes, and other trucking documents. The exercise of this option shall not, however, exempt the CONTRACTOR from any shortage(s) they may incurred while the cargoes/containers of NFA are in transit.

3. The NFA shall at all times allow the drivers or the representatives to witness the weighing of the stocks to verify the veracity of the entries being made in the document s prior to affixing his signature thereon.

III. COMPENSATION

1. NFA shall pay CONTRACTOR for its trucking services at the NFA office of origin at the current NFA authorized hauling rates. For purposes of determining the condition of the road, NFA standards shall govern;

2. That the total gross weight of the grains received by NFA at the receiving points, after deducting the losses, shortages, and damages, if any as stipulated in Section 1 No. 3 of this Contract shall be the basis for computing the trucking fees;

3. That the payment of the trucking fees shall be made by NFA, subject to the usual NFA and COA Accounting and Auditing requirements, upon presentation of the duly accomplished voucher(s) supported by all pertinent documents issued by NFA covering the particular cargoes/goods/stocks. Such documents shall show the total gross weight of the grains and the number of bags received by the CONTRACTOR form the point of origin and the total gross weight of the grains and number of bags received by NFA at the receiving points.

IV. SPECIAL PROVISIONS

1. It is understood and mutually agreed that there is no employee-employer relationship between the NFA and the Contractor's employees. Hence, NFA shall not be liable for claims that may arise under the ECC, SSS, Medicare, Minimum Wage Law, and to other related laws and Social Legislations, Rules and Regulations. Likewise; NFA shall not be held responsible for any claims of third persons arising from the CONTRACTOR's employees fault and/or negligence under this Contract, or for any contraband goods found inside the CONTRACTOR's trucks;

2. The herein CONTRACTOR shall put up a Surety Bond callable on demand within seven (7) days from the execution of this Contract issued by GSIS or any private bonding/insurance company accredited with the National Food Authority equivalent to P1,000.00 per metric ton capacity of one (1) truck as per contract. Bond coverages of subsequent units used shall be effected by indorsement, provided that such units are among those declared herein as owned by the CONTRACTOR and duly registered with NFA. If for some reasons or another, CONTRACTOR utilized units other than those previously declared and duly registered with NFA, the parties herein shall immediately execute an Addendum to the Contract.

This Surety Bond shall be in full force and effect until the CONTRACTOR's liabilities that are guaranteed by this Surety Bond as provided in this Contract have been fully settled/paid.

This Surety Bond will answer for the faithful performance of the terms and conditions of the Contract as well as any of the following:

1. For losses, shortages and damages attributable to CONTRACTOR's fault/negligence as defined in Section 1 Sub-section 3 of this Contract.

2. For additional expenses incurred due to CONTRACTOR's failure to haul without valid or justifiable cause.

3. For litigation expenses, attorney's fee, and liquidated damages as stated in Section IV, Sub-section 5 of this Contract.

3. That NFA does not warrant that the CONTRACTOR shall be able to haul NFA cargoes/properties under this Contract and NFA shall be free from any liabilities of claims pertaining thereto. Further, NFA reserves the right to utilize with priority NFA owned trucks in the hauling of its cargoes/properties. Likewise, NFA has the right to avail itself of the services of other trucking CONTRACTORS, if within seventy two (72) hours after due notice to herein CONTRACTOR, the latter is unable or incapable of hauling and/or refuses to haul without valid/justifiable cause, in which case, 20% of the total cost of freight of the intended cargo shall be charged to the CONTRACTOR.

4. Time is of the essence of this Contract. If for any reason, the hauler refuses to haul within seven (7) days from date of notice to haul, NFA shall have the right to terminate this Contract with or without notice to CONTRACTOR.

5. The aforementioned provisions shall be without prejudice to other damages/expenses for which the CONTRACTOR as one may be liable that NFA may have suffered/incurred as a result of the breach of the obligations by the CONTRACTOR under the terms and conditions of this Contract as well as other sanctions provided for by existing laws. Presidential Decrees, Executive Orders, Letter of Instruction and other applicable rules and regulations.

6. In the event that the driver(s)/CONTRACTOR's representative is prevented by an NFA employee from witnessing the weighing of stocks either at the point of loading or destination preventing the Driver/Authorized representative to verify the correctness of the entries made by the NFA employees the driver/CONTRACTOR/Authorized Representative shall sign the documents under protest and shall immediately, within 48 hours from arrival at the point of origin. Failure to notify the NFA Office concerned shall render the under protest signature of the Driver/Authorized representative of no force and effect and thereafter the entries made shall be conclusive upon the CONTRACTOR.

7. Penalties for offenses committed by the Contractor shall be imposed and these are enumerated under Annex "A" hereto attached and forms part of this Contract.

V. DURATION

This Contract shall be in full force and effect from its notarization and shall expire twelve months thereafter unless sooner terminated by NFA for Contractor's violations of the terms and conditions hereof, provided, however, that the termination of this Contract shall not constitute a bar to any claim by the NFA against the CONTRACTOR or against the Surety Bond.

IN WITNESS WHEREOF, the parties do hereby sign this Contract this _____ day of _____________________________ 19___ at ___________________________ Philippines.

NATIONAL FOOD AUTHORITY

By:

Regional Director Hauler/Contractor

WITNESSES

______________________ ______________________

FUNDS AVAILABLE

Regional Accountant

A C K N O W L E D G M E N T

Republic of the Philippines) S
(____________________) S
x___________________x

BEFORE ME, Notary Public, for and in _____________________________
Philippines personally appeared this ______ day of ____________________, 19_____
in his official capacity as Regional Director of the National Food Authority (NFA) with the
Residence Certificate No. _______________ issued at _________________________
on ______________, 19______ and ________________________________ in his/her
official capacity as Contractor with Residence Certificate No. ____________________ at
_____________________ on __________________ 19_____ both known to me to be
the same persons who executed this Trucking/Hauling Contract consisting of eight (8)
pages including this page on which the acknowledgment is written, signed by the parties
and their instrumental witnesses on each and every page hereof and the parties have
acknowledged the same to be their free voluntary act and deed as well as those of the
entities represented.

NOTARY PUBLIC

Doc. No. ____________
Page No. ____________
Book No. ____________
Series of 19_______

ANNEX "A"

The following penalties shall be imposed to the Contractor and/or his representative whenever any of the hereunder offenses are committed:

a. Warning to the Contractor

b. Banning of driver from hauling NFA stocks

c. Indefinite suspension of hauling contract

d. Cancellation of hauling contract

Penalties

-----------------------

Offense 1st 2nd 3rd

---------- ---- ----- -----

a. Deviation from specified route a b c

b. Delay in the ETA at destination without a b c

prior notice or with no valid reason

c. Refusal on the part of the Contractor/ a c d

Truck driver to accept a particular trip

d. Delay in loading/unloading of trucks a b c

due to driver's absence

e. Failure of driver and/or contractor's a b c

representative to witness weighing

during loading and unloading

f. Failure of Contractor to provide his a c d

committed trucks per Haulers Call Slip

g. Defective Tarpaulin a b c