US 1 LOGISTICS, LLC AMERICA 1 LOGISTICS, LLC, FREEDOM 1, LLC WHITE RIVER TRANSPORTATION, LLC TRANSPORT LEASING SYSTEMS, LLC LONGBOW TRANSPORTATION & LOGISTICS, LLC LIONHART TRANSPORTATION, LLC HOMELAND 1 LOGISTICS LLC BROKERAGE DIVISION 101 East Town Place, Suite 120 St. Augustine, FL 32092 PH: 219-476-1304 FAX: 904-940-0601 TO: FROM: FAX#: FAX #: # PAGES: TERMINAL FAX #: TERMINAL PHONE #: ALL MOTOR CARRIERS ARE REQUIRED TO PROVIDE THE FOLLOWING: I. FAX THE FOLLOWING TO THE TERMINAL FAX NUMBER [ABOVE]: [1] COPY OF CONTRACT AUTHORITY [2] COMPLETED W-9 [FORM ATTACHED] [3] SIGNED MOTOR CARRIER- BROKER AGREEMENT [FORM ATTACHED] [4] CERTIFICATE OF INSURANCE A. NAME OF COMPANIES AS CERTIFICATE HOLDER. B. IF CARRYING SCHEDULE (A) AUTO POLICY, PLEASE PROVIDE A SCHEDULE OF VEHICLES. C. CERTIFICATE MUST CARRY A TEN DAY CANCELLATION NOTICE. D. HAVE INSURANCE COMPANY FAX CERTIFICATE OF COVERAGE TO TERMINAL REQUESTING BROKERAGE AGREEMENT. E. HAVE INSURANCE COMPANY MAIL THE ORIGINAL CERTIFICATE TO, 101 East Town Place, Ste. 120, St. Augustine, FL 32092. Attn: Brokerage Dept.
US 1 LOGISTICS, LLC AMERICA 1 LOGISTICS, LLC, FREEDOM 1, LLC WHITE RIVER TRANSPORTATION, LLC TRANSPORT LEASING SYSTEMS, LLC LONGBOW TRANSPORTATION & LOGISTICS, LLC LIONHART TRANSPORTATION, LLC MOTOR CARRIER-BROKER AGREEMENT This agreement made this day of, 20, by and between hereinafter referred to as CARRIER, and, 101 East Town Place, Ste. 120, St. Augustine, FL 32092, hereinafter referred to as BROKER. WITNESSETH: 1. CARRIER is a motor carrier operating in interstate commerce, pursuant to operating authority issued to it by Permit NO.. 2. BROKER is a duly licensed motor carrier freight broker, licensed to arrange for the transportation of property by License No.. 3. BROKER agrees to offer for shipment and CARRIER, who is a duly licensed common or contract carrier agrees to transport by motor vehicle from and to such points between which service may be required such quantities of authorized commodities as the BROKER may require, subject to the availability of suitable equipment. This Agreement is non-exclusive, and both parties remain free to enter into similar agreements with other parties. Neither party has any volume commitment obligations to the other. 4. CARRIER shall have the sole and exclusive care, custody and control of the shipments tendered by BROKER from the time CARRIER picks up a shipment until delivery to the consignee. In accordance with 49 USC 14706 and the case law construing that statute, CARRIER shall be liable for actual loss and damage to shipments, and for delayed deliveries, arising from CARRIER S performance of or failure to perform the services required by this Agreement. CARRIER agrees that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims for loss, damage, injury or delay to property and the processing of salvage. The measure of damages for loss of or physical damage to the cargo shall be the invoice value or 110% of the cost of goods, whichever is higher. For warehouse transfers, the invoice value will be the committed sales price less destination warehouse costs and final delivery costs. Exclusions in CARRIER s insurance coverage shall not exonerate CARRIER from liability under this Agreement. CARRIER agrees it is responsible for case count and condition. Notations of Shipper Load and Count, SLC or similar wording on the bill of lading do not absolve CARRIER from liability for loss or damage to cases. In the event that goods are damaged or compromised, BROKER or its Customer, in its sole discretion, may determine whether the goods are salvaged, and if salvageable, the value of the salvageable goods. CARRIER will issue and sign a standard, uniform straight bill of lading or other receipt ( Receipt ) acceptable to BROKER and BROKER s customers upon acceptance of a shipment for transportation. If CARRIER permits the shipper to prepare the bill of lading, CARRIER warrants that it shall ensure that the bill of lading properly names CARRIER as the carrier on the load prior to signing it, and shall strike through and correct any erroneous designation of any other person as carrier (including BROKER) on the bill of lading. 5. Unless greater insurance limits are required on a schedule to this Agreement or by law, CARRIER agrees to procure and maintain at its own expense the following insurance in the following amounts during the
term of this Agreement: a. Cargo Insurance: $100,000 per shipment; b. Automobile Liability Insurance: $1,000,000 USD per occurrence; c. General Liability/Property Damage: $1,000,000 d. Worker s compensation: as required by law; e. Any additional BMC 32 and MCS 90 Endorsements or requirements where required by law or regulation; CARRIER s cargo coverage shall, in all cases, provide coverage for all commodities/cargo that are transported pursuant to this Agreement. In the event CARRIER is transporting temperature controlled cargo, CARRIER s cargo coverage shall include endorsements providing coverage for mechanical breakdown of refrigeration units, as well as coverage for driver or employer error. CARRIER shall furnish written evidence of its insurance coverage to BROKER upon request and shall advise CARRIER of any change in its insurance coverage thirty (30) days prior to the effective date of such change. CARRIER further agrees to procure and maintain any and all insurance required by Federal, State, Municipal, local, or to the extent applicable, international laws. CARRIER S liability for cargo loss or damage described in Section 4 above and its indemnification described in Section 15 below will not be reduced or limited by the actual insurance policy limits that CARRIER chooses to purchase. 6. Rates for traffic under this agreement shall be agreed to between the parties in writing. Such rates may be changed or amended verbally by mutual agreement in order to meet specific shipping schedules, provided that each party executes a faxed/email notice of agreement within twenty-four (24) hours of the change/amendment. The CARRIER S freight bill, upon verification and acceptance by BROKER will serve as written confirmation of the actual charges to be paid by BROKER. Compensation shall be paid to CARRIER solely and exclusively by BROKER and not by BROKER s customers on all shipments tendered to CARRIER under this Agreement. CARRIER agrees that the terms and conditions of this Agreement with BROKER shall apply on all shipments it handles for BROKER. CARRIER further agrees that any tariffs, circulars, pricing authorities, and/or similar documents that it publishes shall not apply to the transportation services provided by CARRIER under this Agreement, unless any such tariff, circular, pricing authority or similar document is expressly incorporated into this Agreement or into a rate confirmation. Any terms in a bill of lading which are inconsistent with the terms of this Agreement shall be subordinate to the terms of this Agreement. CARRIER shall have no lien, and hereby expressly waives its right to any lien on any cargo, freight, or property of BROKER or any of its customers, consignors or consignees. 7. BROKER shall pay the CARRIER for CARRIER S service within 30 days upon receipt of the original shipment bill of lading or shipping order, proof of delivery; and the invoice for the agreed upon transportation compensation. In exchange for CARRIER S guarantee of prompt payment, and other good and valuable consideration, CARRIER (i) appoints and designates BROKER as its agent for the purpose of billing and collection of freight charges and CARRIER waives any and all rights to claim, demand, or pursue payment from any person other than BROKER for any shipment tendered pursuant to this Agreement; (ii) agrees not to contact BROKER s customers, consignors, consignees or any party other than BROKER concerning payment for transportation services; and, (iii) agrees to indemnify, defend, and hold BROKER, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of CARRIER or other party for payment for transportation services related to a shipment tendered under this Agreement. CARRIER shall not claim or demand, in whole or in part, broker s commissions earned by BROKER on shipments tendered under this Agreement. BROKER shall not be required to disclose the amount of its broker s commission to CARRIER, and CARRIER expressly waives its right
to receive and review information, including broker s commission information, pursuant to 49 CFR 371.3. In its sole discretion, BROKER may withhold compensation owed to CARRIER to satisfy claims or shortages arising out of this or other agreements with CARRIER, or to satisfy advances made to, or on behalf of, CARRIER, or to satisfy any debt owed by CARRIER to BROKER or any of its subsidiary or related companies. BROKER S right to withhold compensation shall arise only if the underlying claim or debt has not been acknowledged in writing by CARRIER within thirty (30) days of presentation by BROKER or customer, or the claim or debt has neither been paid nor denied for a valid reason within ninety (90) days of presentation. BROKER S withholding of compensation shall not allow or permit CARRIER to seek payment from BROKER S customers, consignors, consignees, or any other third party. 8. It is mutually agreed that the relationship of CARRIER to BROKER hereunder is and shall remain solely that of an independent contractor, that CARRIER shall and does employ on its own behalf all persons operating motor trucks carrying commodities under this agreement, and that neither party is authorized to act for or in any manner represent itself as an agent of the other or to conduct or enter into any agreement for or on behalf of the other party. CARRIER shall exercise exclusive control, supervision, and direction over (i) the manner in which transportation services are provided; (ii) the persons engaged in providing transportation services; and, (iii) the equipment selected and used to provide transportation services. CARRIER shall be responsible for the payment of local, state, and federal payroll taxes, workers compensation and other social security and related payment requirements with respect to all persons engaged in the performance of transportation services. 9. CARRIER is responsible to comply with all applicable law as it relates to its operations, including but not limited to DOT regulations as well as state regulations pertaining to motor carriers. CARRIER shall ensure that all equipment and all loads are in compliance with the environmental standards of any and all jurisdictions on its route and must act in accordance with these environmental standards. Any deviation from prescribed environmental standards is contrary to BROKER s policy and the CARRIER shall be solely responsible for any consequence flowing from said deviation. CARRIER shall ensure that its drivers are properly trained and licensed, and are competent and capable of safely handling and transporting customer s shipments. CARRIER agrees that drivers will be dispatched in accordance with the maximum available hours of service as provided in rules promulgated by the FMCSA. In addition to these obligations, CARRIER expressly represents and warrants that it will comply with all requirements of 21CFR Part 1, Subpart O Sanitary Transportation of Human and Animal Food. In addition to the other obligations in this Agreement, CARRIER agrees to defend, indemnify and hold BROKER and/or its customers harmless for any fines, costs, claims, liability or expenses (including reasonable attorney s fees) that either may incur that arise out of violations of any applicable laws, rules, and/or regulations during CARRIER S performance under this Agreement. This obligation shall survive the termination of this Agreement. 10. CARRIER represents and warrants that all transportation performed under this Agreement shall be contract carriage. Without cost to BROKER, CARRIER shall provide and ensure completion of all preventive maintenance and ongoing maintenance including, but not limited to, periodic safety inspections, annual safety inspections and emissions testing pursuant to the standards set out in any and all of the applicable motor vehicle statutes and regulations of the applicable jurisdiction(s) of operation. CARRIER warrants that it shall notify BROKER in
the event of any suspension, cancellation, termination, or withdrawal of its operating authorities, in which event BROKER shall have the right to terminate this Contract immediately upon written notice to CARRIER. CARRIER further represents and warrants that it shall at all times maintain a U.S. DOT safety rating that is satisfactory or unrated. CARRIER warrants that it will immediately notify BROKER if CARRIER is assessed a conditional or unsatisfactory safety rating, or if any equipment is known to be or reported as defective or which is not in compliance with the applicable Federal, State, or local statute or regulation pertaining to vehicle or highway safety and BROKER will suspend all service with CARRIER and this Agreement shall be terminated. 11. CARRIER agrees that it will not, for a period of 180 days following termination of this agreement, directly solicit traffic from the shippers/receivers that was first tendered to CARRIER by BROKER and accepted by CARRIER (hereinafter BROKERED TRAFFIC ). If CARRIER, within 180 days following termination of this agreement, transport BROKERED TRAFFIC as defined herein, BROKER shall be entitled to a commission of fifteen percent (15%) of the freight charges received by CARRIER on such BROKERED TRAFFIC. This obligation shall survive the termination of this Agreement. 12. This agreement constitutes the entire agreement between the parties and may not be amended unless accomplished by writing signed by both parties. Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party, except that BROKER may assign this Agreement to its parent, subsidiary or affiliate, or to any successor company. Any assignment made pursuant to this paragraph shall be binding upon all assigns, heirs, and successors of the assigning party. 13. This agreement shall remain in effect for a period of one (1) year from date, subject to the right of either party to cancel or terminate the agreement at any time upon not less than fifteen (15) days written notice of one party to the other. This Agreement shall thereafter continue in effect from year to year on the same terms and conditions, unless terminated by either party. 14. This agreement shall be governed by the laws of the State of Indiana. Any disputes arising under this Agreement shall be heard in a court in Porter County, Indiana, with all parties agreeing to submit to the personal and subject matter jurisdiction of that court. 15. CARRIER shall indemnify, defend, and hold BROKER, its customers, consignors, and consignees, and their respective parent, subsidiaries, affiliates, employees, officers, directors and agents harmless from and against any and all losses, harm, injuries, damages, claims, costs, expenses, and liabilities (including reasonable legal fees) arising from, or in connection with (a) alleged or actual breach of the terms of this Agreement or (b) services provided by CARRIER, its employees, agents, and contractors, unless resulting solely and directly from the negligence or willful act or omission of BROKER or its customers and their consignors or consignees and their respective parent, subsidiaries, affiliates, employees, officers, directors and agents. This obligation shall survive the termination of this Agreement.
16. CARRIER specifically warrants and agrees that all freight tendered to it by BROKER pursuant to this Agreement shall only be transported by CARRIER. Except to the extent that CARRIER uses the services of "owner/operators" in the course of conducting its regular operations, CARRIER shall not, in any manner, sub-contract, broker or tender to any third party for transportation any freight tendered to CARRIER by BROKER for transportation pursuant to this Agreement. Violation of this article shall be considered a material breach of this Agreement. In addition to other remedies conferred by this Agreement, any violation of this article shall act as a bar to CARRIER S right to collect any payment for any shipment handled in a manner which violates this section. 17. The parties have entered into this Agreement pursuant to 49 U.S.C. 14101(b) for the purpose of providing and receiving transportation services under the rates and conditions set forth in this Agreement. CARRIER expressly waives any and all rights and remedies permitted to be waived under the Interstate Commerce Commission Termination Act, to the extent that such rights and remedies are inconsistent with any of the provisions of this Agreement. 18. CARRIER shall not utilize BROKER S or any customer name or identity in any advertising or promotional communications without BROKER and the respective customer s prior written consent and the CARRIER shall not publish, use or disclose the contents or existence of this Agreement except as necessary to conduct its operations pursuant to this Agreement. In WITNESS WHEREOF, the parties have set their hands and seal this of, 20. day CARRIER: BROKER: US 1 LOGISTICS, LLC; AMERICA 1 LOGISTICS, LLC; FREEDOM 1, LLC; WHITE RIVER TRANSPORTATION, LLC; TRANSPORT LEASING SYSTEMS, LLC; LONGBOW TRANSPORTATION & LOGISTICS, LLC LIONHART TRANSPORTATION, LLC HOMELAND 1 LOGISTICS, LLC 101 East Town Place, Suite 120 St. Augustine, FL 32092 BY: BY: TITLE: TITLE: