NEW CARRIER Please fill out this form completely. Any missed entries will further delay the setup process. If you have any questions please contact DestiNATION at 763-489-6225. Carrier Profile Legal Company Name:* MC #:* US DOT #:* Federal EIN #:* Physical Address* City:* State:* Zip:* Dispatch Contact Name:* Phone #:* Fax #: Email* 24 Hour Contact Name: Phone #: Factoring Does your company use a factoring company?* Yes No Safety Is your company in accordance with regulations of the U.S. DOT, FMCSA and currently have a a safety rating of "NONE" or "SATISFACTORY" ?* Yes No Equipment Please list the amount of equipment your company owns (and/or) operates: Drivers: Tractors: Trailers: Vans Reefers: Flatbeds: Stepdecks: Additional Documents Needed The below listed documents are required to complete the new carrier registration process. Motor Carrier Operating Autority (MC #) Accepted file types: jpg, gif, pdf, png, doc, Max. file size: 6 MB. Signed and completed W9 Accepted file types: jpg, gif, pdf, png, doc, Max. file size: 6 MB. Current Certificate of Insurance Accepted file types: jpg, gif, pdf, png, doc, Max. file size: 6 MB. Insurance minimums must adhere to the below amounts: Motor carrier cargo liability minimum of $100,000 Motor carrier auto liability minimum of $1,000,000 Workers compensation liability (per state requirements) Scheduled Autos Policies Does your insurance coverage utilize a "scheduled autos" liability policy?* Yes No If you are unsure, CLICK HERE TO SEE AN EXAMPLE. Under the automotive liability section, the box labeled "Scheduled Autos" will have an "X" in it. Workers Compensation Most states require all employers to purchase workers compensation insurance covering their employees. Destination Transport, LLC is required by its insurer to obtain evidence of workers compensation insurance from independent contractors or to have documentation of evidence of your election. CERTIFICATION This is to certify that we, company named below, has elected to not cover its owners, partners or officers under the worker's compensation laws. We, company named below, certify that we have no employees, and use no independent contractors. Based upon the election not to cover owners, partners or officers, the fact there are no other employees and that no independent contractors are used, a workers' compensation policy is not purchased. AGREEMENT We, company named below, promise in consideration for work received from Destination Transport, LLC, that if we choose to change our election, or if any employee is hired, or if any independent contractor is used, then a certificate of insurance evidencing workers' compensation coverage will be furnished prior to the commencement of any work. PERIOD This is in effect from the date signed until written documentation from you, the company named below, is received at: Destination Transport, LLC 203 Jackson Street #204 Anoka, MN 55303 We, (named below), agree to hold harmless and indemnify Destination Transport, LLC and any of its affiliates against any award by a Worker’s Compensation Court, similar administrative body or court of law. Submitting Invoice / Load Paperwork for Payment Please submit electronic copies of your load paperwork to the follow email for payment processing. ***Traditional physical mailed copies will not be accepted*** Please email load paperwork to: billing@destinationtrans.com The following supporting documents are required for payment to be issued: - Rate Confirmation (Signed) - BOL / POD (Signed) - Carrier Invoice - Notice of Assignment (If applicable) - Any other necessary documents i.e. Lumper Receipts, Scale Tickets, etc. (If applicable) Payment will be made to carrier within 30 days of receipt of these documents. If Carrier fails to provide these documents to DESTINATION TRANSPORT within 180 days of delivery of shipment, Carrier forfeits their right to payment, which becomes null and void. Recieving Payment via TRUCKSTOP.COM PAY DestiNATION Transport uses TRUCKSTOP.COM PAY, a secure payment platform created by www.truckstop.com, to pay carriers and factoring companies. To get started, please setup your free online account at the website below. Here you will setup your remittance and choose your pay options (standard 30 day or quick pay). Upon submitting your load paperwork to billing@destinationtrans.com – please then follow these instructions to receive payment. PLEASE SETUP YOUR FREE ACCOUNT HERE ---> https://pay.truckstop.com/account/register Get paid in 4 simple steps: 1. Email the required load paperwork to billing@destinationtrans.com. 2. Your invoice will then be processed by Destination Transport and once approved, scheduled for payment via TRUCKSTOP.COM PAY. You will then receive an email notifying you of the date you'll receive payment. 3. On the term date, TRUCKSTOP.COM PAY will automatically deposit the funds into your bank account on behalf of DestiNATION Transport. QUICKPAY options are available via TRUCKSTOP.COM PAY - please login to your account and inquire here at https://pay.truckstop.com/Account/Login. You May also choose to have a physical check mailed to you for a flat fee of $25.00. Failure to setup your account will result in the default procedure of physical checks being mailed in which each check mailed is for a flat fee of $25.00. PLEASE DIRECT ANY QUESTIONS TO ACCOUNTS PAYABLE - CONTACT INFO LISTED BELOW: Janet Clark, AP Manager - 763-489-6244 - Janet.Clark@destinationtrans.com or Billing@destinationtrans.com Service Agreement 1.) THIS LOAD WILL BE PICKED UP, TRANSPORTED AND DELIVERED ON A TRACTOR/TRAILER OPERATING UNDER THE AUTHORITY OF THE CARRIER PROVIDED AT THE TIME OF BOOKING. UNDER NO CIRCUMSTANCES SHALL THE LOAD BE HANDLED BY ANY OTHER PARTIES WITHOUT PRIOR CONSENT FROM DESTINATION TRANSPORT. THE COMPANY NAME, MC AND USDOT MUST BE REPRESENTED ON THE SIDE OF THE TRACTOR. IF YOUR TRACTOR IS LEASED ONTO THE AUTHORITY YOU ARE BOOKING UNDER, IT MUST BE BROUGHT TO OUR ATTENTION AND OR A VALID LEASE AGREEMENT MUST BE PROVIDED TO DESTINATION TRANSPORT PRIOR TO BOOKING THE LOAD. ADDITIONALLY THE REQUIRED INFO SHOULD BE CLEARLY REPRESENTED ON THE SIDE OF THE TRACTOR HAULING OUR SHIPMENT MEETING THE REQUIREMENTS OF FMCSA § 390.21*. IF FOR ANY REASON A TRACTOR / CARRIER OPERATING UNDER A DIFFERENT AUTHORITY THAN THE ONE PROVIDED AT THE TIME OF BOOKING HAULS THE LOAD, A MINIMUM $1,000.00 OR UP TO A 50% RATE REDUCTION WILL BE ENFORCED & OR THE ORIGINAL CARRIER FORFEITS THEIR RIGHT TO PAYMENT ORIGINALLY AGREED UPON WHEN BOOKING THE LOAD AND TAKES ON SOLE RESPONSIBILITY OF PAYMENT FOR THE TRANSPORTING CARRIER. *FMCSA § 390.21 --- MARKING OF SELF-PROPELLED CMVs AND INTERMODAL EQUIPMENT. (A) GENERAL. -EVERY SELF-PROPELLED CMV SUBJECT TO SUBCHAPTER B OF THIS CHAPTER MUST BE MARKED AS SPECIFIED IN PARAGRAPHS (b), (c), AND (d) OF THIS SECTION, AND EACH UNIT OF INTERMODAL EQUIPMENT INTERCHANGED OR OFFERED FOR INTERCHANGE TO A MOTOR CARRIER BY AN INTERMODAL EQUIPMENT PROVIDER SUBJECT TO SUBCHAPTER B OF THIS CHAPTER MUST BE MARKED AS SPECIFIED IN PARAGRAPH (g) OF THIS SECTION. (B) NATURE OF MARKING. -THE MARKING MUST DISPLAY THE FOLLOWING INFORMATION: (1) THE LEGAL NAME OR A SINGLE TRADE NAME OF THE MOTOR CARRIER OPERATING THE SELF-PROPELLED CMV, AS LISTED ON THE FORM MCSA-1, THE URS ONLINE APPLICATION, OR THE MOTOR CARRIER IDENTIFICATION REPORT (FORM MCS-150) AND SUBMITTED IN ACCORDANCE WITH §390.201 OR § 390.19, AS APPROPRIATE. (2) THE IDENTIFICATION NUMBER ISSUED BY THE FMCSA TO THE MOTOR CARRIER OR INTERMODAL EQUIPMENT PROVIDER, PRECEEDED BY THE LETTERS “USDOT.” (3) IF THE NAME OF ANY PERSON OTHER THAN THE OPERATING CARRIER APPEARS ON THE CMV, THE NAME OF THE OPERATING CARRIER MUST BE FOLLOWED BY THE INFORMATION REQUIRED BY PARAGRAPHS (b)(1) , AND (2) OF THIS SECTION, AND PRECEDED BY THE WORDS “OPERATED BY.” (4) OTHER IDENTIFYING INFORMATION MAY BE DISPLAYED ON THE VEHICLE IF IT IS NOT INCONSISTENT WITH THE INFORMATION REQUIRED BY THIS PARAGRAPH. 2.) DESTINATION TRANSPORT UTILIZES TRUCKER TOOLS FOR GPS TRACKING. SHOULD YOUR LOAD REQUIRE GPS TRACKING BY YOUR BROKER, DRIVER MUST ACCEPT LOAD TRACKING THROUGH THE APP AND KEEP ACTIVE THROUGH ENTIRE TRANSIT. FAILURE TO COMPLY WITH TRACKING REQUIREMENTS WILL RESULT IN A MINIMUM $50.00 RATE REDUCTION. IF YOU OR YOUR DRIVER ARE NOT FAMILIAR WITH THE TRUCKER TOOLS APP, PLEASE REACH OUT TO YOUR BROKER FOR INSTRUCTION. 3.) UNLESS OTHERWISE SPECIFICALLY STATED ON THIS RATE CONFIRMATION, THE TRANSPORT OF THIS SHIPMENT IS TO BE OF EXCLUSIVE USE OF YOUR TRAILER AS A DEDICATED FULL TRUCKLOAD. NO PARTIALING OF FREIGHT IS ALLOWED WHATSOEVER WITHOUT WRITTEN APPROVAL FROM YOUR BROKER AT DESTINATION TRANSPORT. IF THERE IS ANY EVIDENCE OF ADDITIONAL FREIGHT BEING TRANSPORTED ALONG WITH THE ABOVE REFERENCED SHIPMENT, AND OR EVIDENCE OF TRANSLOADING, WILL RESULT IN A MINIMUM $1000 FINE AND OR A 50% REDUCTION IN RATE (WHICHEVER IS GREATER). 4.) CARRIER ASSURES THEY HAVE AN ACTIVE AUTOMOTIVE LIABILITY INSURANCE POLICY COVERING A MINIMUM OF $1,000,000 PER OCCURRENCE, AS WELL AS CARGO INSURANCE POLICY THAT COVERS AT LEAST $100,000 IN CARGO VALUE, UNLESS OTHERWISE NOTED ELSEWHERE ON THIS RATE CONFIRMATION. 5.) PICKUP AND DELIVERY TIMEFRAME / DEADLINE DATES AND TIMES ARE CLEARLY COMMUNICATED NEXT TO THE ADDRESSES ON THIS RATE CONFIRMATION. IF YOU ARE GOING TO BE LATE FOR ANY REASON AT ALL (i.e. INCLUDING BUT NOT LIMITED TO: MECHANICAL ISSUES OR FAILURES, WEATHER, TRAFFIC, DRIVER ERROR, ETC.), PLEASE CONTACT YOUR BROKER w/ DESTINATION TRANSPORT IMMEDIATELY TO AVOID ANY RATE ADJUSTMENTS. CALL: (763)489-6225. IF DRIVER SHOWS UP TO LATE TO PICKUP AND OR DELIVERY WITHOUT NOTIFYING THE BROKER OF DELAY, A MINIMUM $125.00 RATE REDUCTION WILL BE INCURRED. FOR EVERY DAY A SHIPMENT IS DELIVERED LATE A MINIMUM $250.00 RATE REDUCTION PER DAY WILL BE INCURRED. 6.) CARRIER REAFFIRMS AND WARRANTS THAT ITS DRIVERS CAN LEGALLY FULFILL THE REQUIREMENTS OF THIS RATE CONFIRMATION AND MAKE ON-TIME DELIVERY WHILE STAYING IN COMPLIANCE WITH THE FMCSA HOURS OF SERVICE REGULATIONS. 7.) ANY AND ALL DETENTION MUST BE REPORTED TO YOUR BROKER w/ DESTINATION TRANSPORT AS SOON AS CARRIER ENTERS DETENTION TIMEFRAME. IF YOUR TRUCK IS AT SHIPPER/CONSIGNEE FOR MORE THAN 2 HOURS AND DOES NOT NOTIFY DESTINATION TRANSPORT WITHIN THAT 2 HOUR WINDOW TO DISCUSS THE HOLD UP, AND OR DOES NOT DOCUMENT IN / OUT TIMES ON THE BOL WITH A SIGNATURE FROM THE LOADER / UNLOADER, THERE WILL BE NO CHANCE FOR DETENTION TO BE APPROVED OF ANY KIND. THERE WILL BE NO DETENTION APPROVED WHATSOEVER FOR ANY LOADING / UNLOADING ARRANGED AT FIRST COME FIRST SERVED FACILITIES. 8.) WEIGHTS, PIECE COUNTS AND LOAD DESCRIPTIONS LISTED ON THE RATE CONFIRMATION ARE ESTIMATES ONLY AND MAY VARY FROM WHAT THE ACTUAL BOL REFLECTS. IT IS THE CARRIER / DRIVERS RESPONSIBILITY TO MAKE SURE FREIGHT IT SECURED PROPERLY FOR TRANSIT, AND TO GO TO THE NEAREST CERTIFIED SCALE TO CHECK ALL AXLE WEIGHTS AND GROSS WEIGHTS ARE LEGAL FOR TRANSIT. IF CARRIER / DRIVER LEAVES ANY LOADING FACILITY WITHOUT SCALING, OR GOING TO THE NEAREST CERTIFIED SCALE TO CHECK THE LOAD AND MAKING SURE THE LOAD IS LEGAL, CARRIER IS 100% LIABLE AND RESPONSIBLE FOR ALL COSTS INCURRED IN MAKING THE LOAD LEGAL AND DELIVERING ON TIME. DESTINATION TRANSPORT WILL NOT BE RESPONSIBLE FOR ANY FINES AND OR FEES INCURRED RESULTING FROM NOT CHECKING LEGALITY OF LOAD WEIGHT. 9.) HOURS OF OPERATION FOR SHIPPER / RECEIVER ARE LISTED ON RATE CONFIRMATION, BUT ARE SUBJECT TO CHANGE. CARRIER / DRIVER MUST CALL RECEIVER WHEN LOADED TO MAKE DELIVERY ARRANGEMENTS. IF CARRIER / DRIVER DOES NOT CALL RECEIVER WHEN LOADED TO ARRANGE DELIVERY, THERE WILL BE NO EXTRA PAY AUTHORIZED IF THE LOAD IS RECONSIGNED, OR IF THE RECEIVER IS CLOSED OR CANNOT ACCOMMODATE UNLOADING AT THE TIME YOUR TRUCK ARRIVES. 10.) DRIVER MUST VERIFY ACCURACY OF THE BILL OF LADING'S CONTENTS WHEN LOADING TO ASSURE THE DOCUMENTATION MATCHES THE CARGO LOADED ONTO HIS OR HER TRAILER. IF DRIVER SIGNS OFF AT SHIPPER THAT CARGO IS PROPERLY LOADED / SECURED / MATCHES THE BILL OF LADING, ANY DISCREPENCIES THAT ARISE AFTER DEPARTING SHIPPER ARE NOW THE RESPONSIBILITY OF THE DRIVER / CARRIER TO RESOLVE. THERE IS ABSOLUTELY NO TRANSLOADING OF FREIGHT ALLOWED FROM THE ORIGINAL TRAILER IN WHICH THE CARGO WAS LOADED. IF ANY EVIDENCE OF TRANSLOADING OCCURS, CARRIER IS SUBJECT TO A MINIMUM 50% RATE REDUCTION AND OR FORFEITS THEIR RIGHT TO COLLECT FREIGHT PAYMENT. 11.) CARRIER SHALL NOT SOLICIT FREIGHT SHIPMENTS FROM ANY CUSTOMER OF BROKER WHEN OR IF THE AVAILABILITY OF SUCH SHIPMENTS FIRST BECAME KNOWN TO CARRIER AS RESULT OF BROKER’S EFFORTS. IN THE EVENT OF BREACH OF THIS AGREEMENT, BROKER IS SUBJECT TO ENTITLEMENTS LISTED IN SECTION-D / SUB #5 OF THE BROKER CARRIER AGREEMENT. 12.) IF THIS RATE CONFIRMATION IS SHOWN OR PROVIDED TO A SHIPPER, CONSIGNEE OR CUSTOMER OF DESTINATION TRANSPORT, LLC WITHOUT WRITTEN PRIOR AUTHORIZATION / APPROVAL THE LOAD IN QUESTION IS SUBJECT A MINIMUM 50% RATE REDUCTION. 13.) CARRIER MUST PROVIDE A CLEAR / LEGIBLE COPY OF THE SIGNED BILL OF LADING TO DESTINATION TRANSPORT WITHIN 7 DAYS OF DELIVERY, OTHERWISE A MINIMUM $250.00 RATE REDUCTION WILL BE INCURRED. CARRIER MUST PROVIDE THE SIGNED (ORIGINAL) BILL OF LADING, OR A CLEAR / LEGIBLE COPY OF THE BILL OF LADING, AND THIS RATE CONFIRMATION SIGNED, IN ORDER TO BE ELIGIBLE TO FOR RECEIPT OF PAYMENT. PAYMENT WILL BE MADE TO CARRIER WITHIN 30 DAYS OF RECEIPT OF THESE DOCUMENTS. IF CARRIER FAILS TO PROVIDE THESE DOCUMENTS TO DESTINATION TRANSPORT WITHIN 180 DAYS OF DELIVERY OF SHIPMENT, CARRIER FORFEITS THEIR RIGHT TO PAYMENT, WHICH BECOMES NULL AND VOID. 14.) EITHER SIGNING THE PROPOSED RATE CONFIRMATION, AND OR PICK-UP OF FREIGHT BY CARRIER, CONSTITUTES ACCEPTANCE OF THE TERMS ON THIS SERVICE AGREEMENT, THE RATE CONFIRMATION AND INCORPORATES THE TERMS OF THE BROKER / CARRIER AGREEMENT SIGNED BY THE PARTIES. THE TERMS OF THIS SERVICE AGREEMENT ARE EFFECTIVE AS OF THE DATE WHICH CARRIER SIGNED THIS AGREEMENT OR PICKUP OF THEIR FIRST LOAD FROM DESTINATION TRANSPORT AND WILL BE IN EFFECT THEREAFTER UNTIL TERMINATED, UPON THIRTY (30) DAY'S PRIOR WRITTEN NOTICE, WITH OUR WITHOUT CAUSE, BY EITHER PARTY AT ANY TIME. 15.) DESTINATION TRANSPORT RESERVES THE RIGHT TO WITHHOLD PAYMENT ON ANY LOADS DURING THE CLAIMS PROCESS, AND OR FOR UNRESOLVED CLAIMS Broker - Carrier Agreement This agreement is entered into by and between Destination Transport, LLC ("BROKER"), a Registered Property Broker, Lic. No., DOT/MC-895727, and "CARRIER" listed below, collectively, the "Parties." ("Registered" means operated under authority issued by the Federal Motor Carrier Safety Administration (or its predecessors) within the U.S. Department of Transportation). 1. CARRIER REPRESENTS AND WARRANTS THAT IT: A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of general commodities. B. Shall transport the property, under its own operating authority and subject to the terms of this Agreement; C. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement. D. Agrees that a Shipper’s insertion of BROKER’s name as the carrier on a bill of lading shall be for the Shipper’s convenience only and shall not change BROKER’s status as a property broker nor CARRIER’s status as a motor carrier. E. USE OF SUBCONTRACTORS. CARRIER warrants that all service will be provided on motor vehicles operated and insured by and in accordance with the terms of this contract. In the event CARRIER violates this warranty and double brokers any shipment to a carrier not authorized in writing by BROKER, CARRIER agrees that it shall be fully liable to BROKER and its customer for all insurance claims, for any vicarious liability resulting from breach of this warranty and for any demand for freight charges by the actual service provider. In addition to CARRIER's obligation to indemnify and hold harmless BROKER and its customers from any liability or claim arising out of breach of this warranty, CARRIER agrees that as liquidated damages, BROKER may retain all unpaid freight charges due and owing to CARRIER and may seek recompense including state law remedies for tortious interference with contract in the event subcontractors demand payment of freight charges from BROKER's contract on shipments double brokered in violation of this provision. Furthermore, BROKER shall impose a $1,000 fine for each occurrence of double brokering without written consent, which may be set-off from any unpaid freight charges due to CARRIER. F. (i) Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: transportation of Hazardous Materials (including the licensing and training of Haz-Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including but not limited to workers’ compensation. (ii) Is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal and state legal and regulatory requirements to ensure the safe operation of CARRIERS vehicles, drivers and facilities. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from BROKER or BROKER’s customer with respect to any shipment at any time. G. CARRIER will notify BROKER immediately if its federal Operating Authority is revoked, suspended or renderedinactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason. H. (i) CARRIER shall defend, indemnify and hold BROKER and its shipper customer harmless from any claims, actions or damages, arising out of its performance under this Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence or intentional act of the other Party, or the shipper. The obligation to defend shall include all costs of defense as they accrue. (ii) Except for CARRIER’s liability under Par A.5, unless otherwise agreed in writing, the Parties’ indemnity obligations shall be subject to the insurance coverage and monetary insurance limits referred to in Subp. 3. D. I. Does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier Safety Administration (FMCSA), U.S. Department of Transportation, and will notify BROKER in writing immediately if its safety rating is changed to “Unsatisfactory” or “Conditional”. Authorizes BROKER to invoice CARRIER’s freight charges to shipper, consignee, or third parties responsible for payment. J. Has investigated, monitors, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly. K. On behalf of shipper, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California on refrigerated equipment, CARRIER warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. CARRIER shall be liable to BROKER for any penalties, or any other liability, imposed on, or assumed by BROKER due to penalties imposed on BROKERS customer because of CARRIER's use of non-compliant equipment. 2. BROKER RESPONSIBILITIES: A. SHIPMENTS, BILLING & RATES: BROKER shall offer CARRIER at least three (3) loads/shipments annually. BROKER shall inform CARRIER of (i) place of origin and destination of all shipments; and (ii) if applicable, any special shipping and handling instructions, special equipment requirements, or value of shipments in excess of the amount specified in C.3.6 below, of which BROKER has been timely notified. B. BROKER agrees to conduct all billing services to shippers, consignees, or other party responsible for payment. CARRIER shall invoice BROKER for its (CARRIER’s) charges, as mutually agreed in writing, by fax, or by electronic means, contained in BROKER’s Load Confirmation Sheet(s) / dispatch sheets incorporated herein by this reference. Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additional rates, may be established to meet changing market conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by fax or email) by both Parties. Any such additional, modified, or amended rates, changes in rates shall automatically be incorporated herein by this reference. C. RATES: Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by this reference. Rates or charges, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, tariff rates, released rates or values, or tariff rules or circulars, shall only be valid when their terms are specifically agreed to in a writing signed by both Parties. D. PAYMENT: The Parties agree that BROKER is the sole party responsible for payment of CARRIER's charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay CARRIER. BROKER agrees to pay CARRIER's invoice within 30 days of receipt of the bill of lading or proof of delivery, provided CARRIER is not in default under the terms of this Agreement. Upon receipt of payment, CARRIER automatically assigns all of its rights to payment from shippers, consignees, or third parties to BROKER. Carrier shall not seek payment from shipper, consignees, or third parties. Carrier agrees to transport freight for BROKER, under the terms of its own carrier authority, at the rate mutually agreed upon in writing, by fax, or by electronic means, contained in BROKER’S Load Confirmation Sheet(s). CARRIER agrees that BROKER is the sole party responsible for payment of CARRIER invoices and that, under no circumstances, will CARRIER seek payment from the shipper or consignee, or any party responsible for payment. E. BOND: BROKER shall maintain a surety bond /trust fund as agreed to in the amount of $75,000.00 and on file with the Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that agency’s regulations. F. BROKER will notify CARRIER immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason. G. BROKER’s responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight. 3. CARRIER RESPONSIBILITIES: A. EQUIPMENT: Subject to its representations and warranties in Par A above, CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R. §261.1 et. seq. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing. B. BILLS OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER in compliance with 49 C.F.R. §373.101 (and any amendments thereto), for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any terms of the bill of lading (including but not limited to payment and credit terms, released rates or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER. C. LOSS & DAMAGE CLAIMS: (i) CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency, for processing all loss and damage claims and salvage and (ii) CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C. §14706; and (iii) Special Damages: CARRIER’s indemnification liability (Par 1.H) for freight loss and damage claims under this sub par C (ii) shall include legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER under Subp. (ii) above. (iv) Except as provided in Par 1.E above, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing. (v) Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline or make settlement offer in writing on all cargo loss or damage claims within _90_ days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within this _90_ day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement. (vi) CARRIER’s liability for cargo damage, loss, or theft from any cause for any one shipment, under Subp.ii above shall not exceed $100,000.00_ unless CARRIER is notified by BROKER or Shipper of the increased value prior to shipment pick up, and or value contained in BROKER’S Load Confirmation Sheet(s). (vii) Claims may be filed by BROKER or Shipper with CARRIER; and BROKER may withhold payment(s) due to carrier for unresolved claims (viii) BROKER’S customer is third party beneficiary of this Agreement. (ix) CARRIER agrees to the following terms and conditions when transporting refrigerated commodities, human and animal foods and other shipments which may be subject to adulteration in transit. CARRIER warrants that it is in compliance with and will abide by the requirements and delegable duties set forth in the Food Safety Modernization Act including but not limited to: 1. The design and maintenance of transportation equipment necessary to ensure that food does not become unsafe. 2. Transportation operations – the maintenance of adequate temperature control, the separation of product to prevent contamination, etc. 3. The proper training of all Provider personnel in sanitary transportation practices and the documentation of such training. 4. The maintenance of written records and procedures and retention of records as required by the FSMA rules. Furthermore, CARRIER agrees to comply with all delegable duties permitted under the Act as well as shipper or carrier requirements as set forth by the shipper or broker in writing as part of the load confirmation process or as set forth on the bill of lading at time of pickup. CARRIER further agrees to ensure its trailer equipment is inspected and certified by the shipper as fit to load at point of origin, shall properly pulp shipments if required to do so, shall maintain seal integrity during transit, and evidence of temperature in transit. In the event of a rejected delivery, CARRIER shall immediately contact BROKER, shall note the extent of any damage, and shall thereafter maintain temperature awaiting broker’s direction for redelivery, inspection and salvage. To the extent that CARRIER fails to comply with its duties under the Act, CARRIER agrees to indemnify, defend and hold harmless BROKER as set forth in Paragraph 11 of the Agreement. D. INSURANCE: CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty (30) days advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability $1,000,000.00; motor vehicle (including hired and non-owned vehicles) $1,000,000.00, ($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss, $100,000.00; workers’ compensation with limits required by law. Except for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER’s liability due to any exclusion or deductible in any insurance policy. E. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Shipper or any responsible third party on receipt of payment of its freight charges from BROKER. F. CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, social security, with respect to persons engaged in the performance of its transportation services hereunder. BROKER shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold BROKER harmless from any claim or liability imposed or asserted against BROKER for any such obligations. G. CARRIER waives any rights under title 49 section 371.3 for any prior, current and future loads hauled for Destination Transport, LLC of the US DEPT OF TRANSPORTATION FEDERAL MOTOR CARRIER SAFETY ADMINISTRATION - SMALL ENTITY COMPLIANCE GUIDE FOR BROKER OPERATIONS. 4. MISCELLANEOUS: A. INDEPENDENT CONTRACTOR: The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party. B. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders. C. WAIVER OF PROVISIONS: (i) Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either Party to thereafter enforce such a term or provision. (ii) This Agreement is for specified services pursuant to 49 U.S.C. §14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act. D. DISPUTES: In the event of a dispute arising out of this Agreement, including but not limited to Federal or State statutory claims, the Party's sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the rules of the: American Arbitration Association (AAA), Transportation ADR Council, Inc. (ADR), DRC (Fruit and Vegetable Dispute Resolution Corp) for fresh produce related claims, upon mutual agreement of the Parties, or if no agreement, then at BROKER’s sole discretion. Arbitration proceedings shall be started within eighteen (18) months from the date of delivery or scheduled date of delivery of the freight, whichever is later. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the AAA, ADR, or DRC. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The rationale and reasoning of the decision of arbitrator(s) shall be fully explained in a written opinion. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be conducted at the office of the AAA, ADR, or DRC nearest ANOKA, MN or such other place as mutually agreed upon in writing, or by conference call or video conferencing upon agreement of the Parties, or as directed by the acting arbitration association. Provided, however, either Party may apply to a court of competent jurisdiction for injunctive relief. Unless preempted or controlled by federal transportation law and regulations, the laws of the State of MINNESOTA shall be controlling notwithstanding applicable conflicts of laws rules. The arbitration provisions of this paragraph shall not apply to enforcement of the award of arbitration. (i) Subject to the time limitation set forth in Subp. D above, for disputes where the amount in controversy exceeds $15.000.00, BROKER shall have the right, but not the obligation, to select litigation in order to resolve any disputes arising hereunder. In the event of litigation, the prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on appeals. (ii) Subject to the time limitation set forth in Subp. D above, for disputes where the amount in controversy does not exceed $15,000.00, BROKER shall have the right, but not the obligation, to select litigation in small claims court order to resolve any disputes arising hereunder. The prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on appeals. (iii) Any and all lawsuits shall be filed in a court of competent jurisdiction in Hennepin County, Minnesota. E. NO BACK SOLICITATION: (i) CARRIER shall not solicit freight shipments from any customer of BROKER, when the availability of such shipments first became known to CARRIER as a result of BROKER's efforts. Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments (or accept shipments) for a period of 12 month(s) following termination of this agreement for any reason, from any shipper, consignor, consignee, or other customer of BROKER, when such shipments of shipper customers were first tendered to CARRIER by BROKER. (ii) In the event of breach of this provision, BROKER shall be entitled, for a period of twelve (12) months following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of twenty percent (20%) of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said freight as liquidated damages. Additionally, BROKER may seek injunctive relief and in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. F. WAIVER OF CARRIER’S LIEN: CARRIER shall not withhold any goods of any Customer on account of any dispute as to rates or any alleged failure to receive payment of freight charges incurred under this Agreement. G. CONFIDENTIALITY: (i) In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent. (ii) In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees. H. The limitations of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of shipments, which originate outside the United States of America, may be subject to the laws of the country of origination. I. MODIFICATION OF AGREEMENT: This Agreement and Exhibit A et. seq. attached may not be amended, except by mutual written agreement, or the procedures set forth above (Pars 2.B and 2.C). J. NOTICES: (i) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax, or by email with electronic receipt. (ii) The Parties shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties performance of this Agreement. (iii) Notices sent as required hereunder, to the addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any changes in address. K. CONTRACT TERM: The term of this Agreement shall be one year from the date hereof and thereafter it shall automatically be renewed for successive one (1) year periods, unless terminated, upon thirty (30) day's prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete performance of any work in progress in accordance with the terms of this Agreement. L. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason. M. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall be deemed to be a duplicate original hereof. N. CONSENT: The Parties to this Agreement are authorized to fax or electronically communicate to each other shipment availabilities, equipment and rate promotions, or any advertisements of new services. O. FORCE MAJEURE. In the event that either Party is prevented from performing its obligations under this Agreement because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events. P. ENTIRE AGREEMENT: This Agreement incorporates by reference Destination Transport LLC’s Service Agreement and Rate Confirmation Terms and Conditions found at www.destinationtrans.com. This Agreement may be modified only in writing executed by both Parties. IN WITNESS WHEREOF, we have signed this Agreement the date and year first shown above. DestiNATION Transport, LLC Bob Griswold, Owner/CEO 203 Jackson St. #204 Anoka, MN 55303 Phone: 763-489-6225 Fax: 888-561-1886 Legal Company Name* Authorized Representative Name* Job Title* Date* MM slash DD slash YYYY Signature* A PDF version of our carrier registration is available here – ***DOWNLOAD PDF FILE OF NEW CARRIER PACKET — CLICK HERE*** Before filling this out, you will need to save it to your computer in order to avoid losing any work. Once complete, please email to carriersetup@destinationtrans.com or FAX to 888-561-1886. Our Privacy Policy | Website and content © 2018 DestiNATION Transport, All Rights Reserved. Anoka website development