New Carrier Registration | DestiNATION Transport

Please fill out this form completely. Any missed entries will further delay the setup process. If you have any questions please contact DestiNATION Transport at 763-489-6225.

Carrier Profile

Legal Company Name(Required)

MC #(Required)

US DOT #(Required)

Federal EIN #(Required)

Physical Address(Required)

City(Required)

State(Required)

Zip(Required)

Dispatch Contact Name(Required)

Phone #(Required)

Fax #

Email(Required)

24 Hour Contact Name

Phone #

Factoring

Does your company use a factoring company?(Required)

Yes

Factoring Company Name(Required)

Address(Required)

City(Required)

State(Required)

Zip(Required)

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Payments

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Where should check payments be sent?

Carrier Physical Address

Factoring Company Address

Other

DestiNATION Transport will mail your check payment to the address or factoring company your company provides here at the time of new carrier registration. If you need to revise / change the address where checks need to be sent, please send your new remittance or NOTICE OF ASSIGNMENT letter (NOA) to NOA@destinationtrans.com . This is the only way to change check payment addresses.

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Other Address(Required)

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City(Required)

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State(Required)

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Zip(Required)

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If you use a factoring company, please upload your Notice of Assignment

Accepted file types: jpg, png, pdf, , Max. file size: 2 MB.

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" ?(Required)

Yes

Please provide an explanation(Required)

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Equipment

Please list the amount of equipment your company owns (and/or) operates:

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Drivers

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Tractors

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Trailers

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Vans

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Reefers

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Flatbeds

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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?(Required)

Yes

Carrier agrees to only use autos listed on most recent schedule.(Required)

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.

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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.

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Company Name

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Signature

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Printed Name

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Job Title

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Today's Date

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Date

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 / billing@destinationtrans.com

Service Level Agreement

THIS SERVICE LEVEL REQUIREMENTS ("SLR") addendum sets forth DestiNATION Transport, LLC’s (“BROKER”) expectations and performance level expectations with respect to the undersigned the motor carrier’s (“CARRIER”) provision of transportation services to BROKER’s customers. The terms of this SLR shall be deemed incorporated by reference into BROKER’s Broker-Carrier Agreement and Rate Confirmation or Load Tender (“Tender”) (the Broker-Carrier Agreement and Tender collectively referred to herein as the “Agreement”) as accepted as provided herein. To the extent there is any conflict between the Agreement, this SLR or Tender, the Agreement shall control. Capitalized terms used, but not defined, in this SLR shall have the meanings set out in the Agreement.

The parties understand that the SLR may be unilaterally amended, changed or otherwise modified by BROKER at any time and within BROKER’s sole discretion. BROKER will notify CARRIER within a reasonable period of time following any such change or modification. CARRIER may obtain a copy of the SLR, as amended, by submitting a request to carriersetupinbox@destinationtrans.com.

Load Tendering. BROKER will tender loads to the CARRIER through submission of a Tender. The Tender may contain the following load information:
1. Description of cargo including load count;
2. Shipper instructions;
3. Pick-up and delivery instructions;
4. Less than Truckload (LTL) or Full Truckload (FTL) designations; and
5. Agreed upon rate and other charges.
Weight, count and load descriptions listed on the Tender are estimates only and may vary from the information contained on the Bill of Lading. The CARRIER shall accept the Tender via wet signature, electronic signature, Docusign (or similar methodology) or other electronic acceptance method. The agreed upon rates and charges in the Tender shall be the CARRIER’s sole compensation for the transportation services rendered. The CARRIER shall not apply any additional rates or other accessorial charges beyond the rate set forth in the Tender, unless agreed to in writing between BROKER and the CARRIER. CARRIER shall notify BROKER of any anticipated detention at either origin or destination. By accepting the Tender, CARRIER further agrees to render the transportation services with at least the same degree of accuracy, completeness, efficiency, quality, and timeliness as are provided by well-managed federally authorized motor carriers providing services similar services.

In accordance with the Agreement, the contents of any Tender shall be held strictly confidential and may not be shared, distributed or published, directly or indirectly, to any third party without BROKER’s written consent including, without limitation, Broker’s customer, shipper, consignee or any other third party.

Load Pickup. CARRIER shall pickup each load within the date and timeframe specified in the Tender. CARRIER shall notify BROKER via telephone call, text, or e-mail: (1) upon arrival at the shipper’s location; and (ii) prior to leaving the shipper’s location for transport. CARRIER shall ensure compliance with the load instructions contained on the Tender and as otherwise provided by the shipper.

CARRIER shall call BROKER immediately in the event of any cargo load or count, shipper instruction or any other load discrepancies prior to loading or leaving the shipper location.

CARRIER shall call BROKER if it anticipates or is more than one (1) hour late for pick up for any reason including, but not limited to, mechanical issues or failures, weather, traffic, driver error, or similar matters. If the CARRIER is or anticipates being late for pick up, then CARRIER must immediately contact BROKER at (763) 489-6225 to avoid any rate adjustments or applicable penalties pursuant to the Penalty Schedule. CARRIER shall abide by BROKER instructions in the event of a late pickup. Any cancelled, delayed or late pick up or failure to contact BROKER as provided herein shall be subject to the Penalty Schedule set forth herein.

If CARRIER is unable to reach BROKER via telephone call, CARRIER shall contact its BROKER contact via text or e-mail.

Loading and Inspection Requirements. The Tender may designate loads as LTL or FTL. In the event the Tender does not contain said designation, the load shall be deemed a dedicated FTL and may not be partialed, packaged, combined, consolidated, loaded, transloaded or transported with any other cargo other than the cargo indicated on the Tender. LTL designated loads may not be partialed, packaged, combined, consolidated or stacked with other cargo. Carrier’s violation of this section shall be subject to the Penalty Schedule set forth herein.

Except for previously sealed loads, it is the CARRIER’s responsibility to inspect and ensure all loads are properly palletized, packaged, counted, loaded, and secured for shipment in accordance with BROKER or the shipper’s instructions. The CARRIER shall ensure each load is properly marked or labeled in alignment with applicable Transportation Documentation (defined below). CARRIER shall further verify accuracy of load count and inspection with the Bill of Lading to ensure Cargo count and condition aligns with the Transportation Documentation. CARRIER’s receipt of the load without notating any exception on the Bill of Lading shall be deemed conclusive proof of CARRIER’s receipt of the Cargo in good order. CARRIER shall immediately report any load securement, condition, load or count issues to BROKER and note the same on the Bill of Lading.

It is the CARRIER’s responsibility to ensure all equipment axle weights and gross weights are legal for transit. CARRIER shall weigh or going to the nearest certified scale to weigh each load to ensure compliance with any applicable weight requirements. CARRIER shall be fully responsible for failing to check and confirm the legality of load weight for each shipment transported hereunder.

If a lumper is desired, it is the responsibility of the CARRIER to arrange for one at pick up or destination prior to arrival. CARRIER shall be responsible for the payment of any lumper or attendant charges. Neither BROKER, nor its customers shall be responsible for any load or attendant charges unless previously agreed to in writing by BROKER and the CARRIER.

CARRIER’s failure to abide by any of the loading requirements shall be subject to the Penalty Schedule set forth herein.

Sealed Loads. Unless otherwise instructed, all loads shall be sealed. CARRIER’s driver shall be responsible for confirming the intact seal upon loading and securement. The seal number shall be notated on the Bill of Lading. CARRIER’s driver shall take a picture of the applied seal at pick up and again at destination prior to breaking and transmit the same to BROKER.

Seals where a broken seal is allowed:
1. LTL Shipments;
2. Government authority intervention; or
3. To protect the integrity of the shipment from load shifts or damage.
If a seal is broken while in transit for any reason, the CARRIER shall immediately contact BROKER for instructions. Except for the allowable circumstances outlined above, CARRIER acknowledges that a broken seal shall be conclusive grounds for complete rejection of the shipment by the consignee of the Cargo at destination. If the CARRIER is unable to reach BROKER, the CARRIER shall reseal the trailer and notate the broken seal and new seal number on the Bill of Lading before continuing transit of the shipment.

Food Safety Laws. If a shipment is covered under any law or regulation governing the transportation of food, including the Food, Drug and Cosmetic Act (21 U.S.C. § 341, et seq.), Food Safety Modernization Act (21 U.S.C. § 2201, et seq.), the Sanitary Food Transportation Act (49 U.S.C. 5701, et seq.), and the FDA’s Final Rule on the Sanitary Transportation of Food for Human and Animal Food (21 C.F.R. § 1.900 et seq.) (collectively, the “Food Safety Laws”), then it shall be the obligation of the CARRIER to ensure that the Shipper (defined below) specifies the applicable body or bodies of law, statutes and/or regulations on face of the governing bill of lading for the shipment (“Covered Food Shipment”). For the purposes of this Section 5 of the SLR, the term “Shipper” shall mean the person or company from whom the CARRIER receives the Cargo for transport, and as that term is further defined or interpreted under 21 C.F.R. § 1.900 et seq.
1. Prior to loading a Covered Food Shipment, CARRIER shall ensure that the Shipper specify in writing all instructions to be followed by the CARRIER to maintain the safety of the Cargo including, without limitation, all temperature control requirements and temperature control documentation requirements, including an operating temperature for the transportation and, when necessary, the pre-cooling phase, all sanitation requirements and sanitation documentation requirements for the Covered Food Shipment, including those for the CARRIER’s Equipment, and any design specifications and cleaning procedures (“Written Instructions”). In the event there is any discrepancy between instructions contained on the Tender and Written Instructions, then CARRIER shall immediately contact BROKER for further instruction prior to leaving the origin.
2. CARRIER shall ensure that the Shipper, prior to loading, inspects and ensures that the CARRIER’s equipment meets the Shipper’s specifications stated in the Written Instructions to prevent a Covered Food Shipment from becoming unsafe during transportation. The CARRIER shall further be responsible for ensuring that mechanically refrigerated storage compartments, trailers or containers have been adequately prepared to transport any temperature controlled food being shipped and properly pre-cooled in accordance with the Written Instructions.
3. In addition to any other indemnification obligation set forth in the Agreement, CARRIER agrees to indemnify and hold BROKER harmless for CARRIER’s failure to abide by its obligations under this Section 5 of the SLR including, without limitation, CARRIER’s failure to strictly comply with any Written Instructions, the result of which being a Covered Food Shipment is deemed “adulterated” within the meaning set forth in the Food Safety Laws.
4. CARRIER is responsible for the recordkeeping obligations of a “Carrier” for any Covered Food Shipment under the Food Safety Laws governed by this Agreement.
Load Tracking. BROKER utilizes the Trucker Tools application for GPS tracking where applicable. Certain customers may require GPS tracking. Should a particular load require GPS tracking by BROKER or its customer, then CARRIER shall ensure each driver download and accept load tracking through the Trucker Tools and keep the application active through transit of the Cargo. If CARRIER or its driver is not familiar with the Trucker Tools application, CARRIER shall contact the BROKER contact for instructions. CARRIER’s failure to comply with the load tracking requirements set forth herein shall be subject to the penalty schedule set forth herein.

Loss & Damage Claims. CARRIER’s liability for Cargo loss and damage as determined under the Carmack Amendment, 49 U.S.C. § 14706 shall begin at the time Cargo is fully loaded, secured and sealed upon CARRIER’s equipment at the point of origin and continue until said Cargo is delivered to the designated consignee at destination, or to any intermediate stop-off party. CARRIER assumes full liability for the prompt, safe and complete transportation of all shipments hereunder, including compliance with applicable temperature requirements, tarping all loads if required by shipper and agrees to be responsible for all loss, damage, delay, destruction, theft or liability of whatever nature arising from the transportation services hereunder, or from CARRIER’s failure to perform the services, whether occurring while the Cargo is in the custody or control of the CARRIER or in the custody or control of any other third party to whom CARRIER may entrust the shipment.

Transit Instructions. CARRIER is expected to submit check calls to BROKER during transit each day by 8:00 a.m. (CST). CARRIER’s failure to submit a timely check call shall be subject to the penalty schedule set forth herein.

Load Delivery and Unloading. CARRIER shall deliver each load within the date and time frame specified in the Tender. CARRIER shall contact the consignee to make or otherwise confirm delivery arrangements upon loading at origin. CARRIER shall further notify BROKER via telephone call, text or e-mail: (i) upon arrival at destination; and (ii) following unloading and prior to leaving the consignee location. CARRIER shall ensure compliance with the load instructions contained on the Tender and as provided in this SLR. If CARRIER fails to call the consignee to arrange delivery, no extra charges will be authorized if the load is re-consigned, or if the consignee is closed or cannot accommodate unloading at the time CARRIER arrives at destination.

CARRIER shall call BROKER if it anticipates or is more than one (1) hour late for delivery for any reason. If the CARRIER is or anticipates being late for delivery, then CARRIER must immediately contact BROKER at (763) 489-6225. CARRIER shall abide by BROKER instructions in the event of a late delivery. Any cancelled, delayed or late delivery or failure to contact BROKER or the consignee as provided herein shall be subject to the penalty schedule set forth herein.

If CARRIER is unable to reach BROKER via telephone call, CARRIER shall contact BROKER via text or e-mail.

CARRIER shall immediately notify BROKER of any shortage, overage, loss or damage to any shipment (OS&D). All such OS&D shall be notated with specificity on the Bill of Lading. CARRIER shall take pictures of any OS&D prior leaving the consignee’s location.

In the event of the load is rejected, CARRIER shall immediately call BROKER for instructions. If CARRIER is unable to reach BROKER via telephone call, CARRIER shall contact BROKER via text or e-mail. Under all circumstances, CARRIER shall take all action necessary to protect the integrity of any rejected load.

CARRIER shall fully cooperate with BROKER in the administration of any OS&D claims.

Compliance. CARRIER shall at all times maintain full compliance with all applicable federal, state or local laws, regulations, rules, guidelines and ordinances attendant to the transportation services rendered hereunder or under any Agreement. CARRIER is specifically required to maintain full compliance with all applicable employment and immigration status requirements, including I9 compliance.
Shipments may consist of food products that require specific storage and handling conditions including, but not limited to, temperature control and humidity standards. CARRIER shall receive, handle and transport each such shipment in a safe and orderly manner, and shall ensure compliance with any handling or storage specifications or instructions applicable to the load. CARRIER must likewise ensure its equipment is and remains safe and clean, meeting all necessary sanitation and cleanliness standards attendant to the shipments transported hereunder.
CARRIER will not assign, transfer, convey, subcontract, broker, double broker, interline or otherwise contract with any other third-party to outsource or perform the transportation services without having the prior written consent of BROKER.

Freight Charge Payment. CARRIER shall be compensated for its services in the amount identified in the Tender, which shall be deemed to include all accessorial fees, fuel surcharges, tolls or any other costs, charges or fees of any type or description.

Within seven (7) days of completion of each delivery, CARRIER shall submit to BROKER documents showing complete performance of each shipment, including an invoice, clear delivery receipt, Bill of Lading, temperature control documentation (as applicable) and other such documents required by BROKER (“Transportation Documentation”). BROKER shall pay CARRIER within thirty (30) days of receipt of all such Transportation Documentation. If CARRIER does not provide BROKER with the Transportation Documentation within ninety (90) days of the date of delivery, then CARRIER shall be precluded from collecting payment for the transportation charges related to said shipment. In addition, CARRIER’s failure to provide legible and complete Transportation Documentation shall be further subject to the Penalty Schedule as set forth herein.

CARRIER agrees that it will look solely to BROKER for the payment of its charges and that it will not contact or pursue BROKER's customers or the shipper or consignee for payment of freight, accessorial or other charges owed to CARRIER. CARRIER agrees that BROKER may, at its option, offset against any payments owed to CARRIER amounts CARRIER owes to BROKER or its customer, in addition to any other amounts BROKER is entitled to offset against freight charges owed hereunder.

Permitting Requirements. BROKER arranges transportation for certain overweight, oversized or other specialized loads for its customers. CARRIER shall coordinate with BROKER to obtain any information and instructions necessary to transport any such specialized loads. CARRIER is solely responsible for obtaining all permits or other permissions necessary to transport such loads. CARRIER is also solely responsible for the payment of all permitting, licensures or any other authorizations necessary to transport the cargo.

Insurance. CARRIER will procure and keep in force continuously policies of insurance as provided in the Agreement. For any specialized shipments, including any high value loads, CARRIER shall ensure it has procured all excess or attendant rider coverage necessary to cover any and all loss or damage claims to any such specialized shipment. CARRIER shall specifically ensure there exists no gap in insurance coverage necessary hereunder. CARRIER shall minimally provide evidence of the said coverage upon request by BROKER.

Penalty Schedule

Flat Fee	Occurrence	Description of Non-Compliance
$150.00	Per Shipment	Failure to provide timely transportation documentation, including Bill of Lading.
$200.00	Per Shipment	Pick-Ups - Cancelled or rescheduled pick-ups, or any late pick up that is (1) hour or more after the scheduled pick-up window.
$200.00	Per Shipment	Late Deliveries - Cancelled or rescheduled deliveries, or any late delivery that is (1) hour or more after the scheduled delivery window.
$500.00	Per Shipment	No show pick-ups or deliveries - Any pick-up or delivery that does not arrive on the appointment date and for which CARRIER fails to notify BROKER hereunder.
$200.00	Per Shipment	Failure to inspect, list or otherwise confirm shipment identifiers, including seal numbers, on any transportation document.
$200.00	Per Shipment	Failure to abide by specified loading, unloading or transit instructions
$100.00	Per Incident	Failure to submit check calls, or otherwise notify BROKER as required herein.
$50.00	Per Incident	Failure to comply with Trucker Tools application requirements.
$250.00	Per Incident	Failure to provide legible and complete Transportation Documentation.
Minimum 50% rate reduction up to complete freight charge forfeiture.	Per Incident	Improper partialing, combination, consolidation, loading, transloading or transport with any other cargo

BROKER may offset any amounts owed to CARRIER hereunder and may likewise deduct the same from any outstanding CARRIER invoices. If there are any funds due by CARRIER to BROKER, CARRIER must remit payment for the same withing sixty (60) days.

BROKER’s exercise of any remedies provided hereunder, including the application of any penalty or exercise of offset, shall not be deemed exclusive or any election of any remedy, nor shall such exercise be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that BROKER may be entitled to exercise (whether under the Agreement, this SLR, Tender or under any other contract, or otherwise at law or in equity).

Acceptance. This SLR shall be deemed fully accepted as of the date the CARRIER executes the Agreement, including the acceptance of any Tender as contemplated hereunder. Either the execution of and/or pick-up of freight by CARRIER pursuant a Tender shall likewise constitute acceptance of the terms of this SLR and 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

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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).

CARRIER STATUS. CARRIER represents that it is and shall at all times remain a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers, receivers and/or brokers of general commodities. "Registered" for the purposes of this Agreement means operated under authority issued by the Federal Motor Carrier Safety Administration (“FMCSA”) within the U.S. Department of Transportation (“USDOT”).

OBLIGATIONS OF CARRIER.
1. CARRIER agrees to receive, transport and deliver all shipments it accepts under this Agreement (the “Cargo”): (i) without undue delay and in furtherance of meeting BROKER and its customer’s distinct needs; (ii) safely, professionally, legally and efficiently with reasonable dispatch and in good order; and (iii) while exercising due care to prevent the loss or damage to the Cargo. Any loss, damage or delays in shipments will be immediately reported to BROKER.
2. CARRIER holds and shall at all times during the duration of this Agreement maintain, a FMCSA safety rating of “Satisfactory.” CARRIER shall immediately notify BROKER in writing of any change in CARRIER’S safety rating or if its federal operating authority is revoked, suspended or rendered inactive for any reason. CARRIER shall further immediately notify BROKER if it is sold, if there is a change in control of ownership or management of the CARRIER, or in the event any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason. A “conditional” rating may warrant further review by BROKER and require approval of an action plan submitted by CARRIER prior to CARRIER providing any further transportation services under this Agreement.
3. CARRIER 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, 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; and all applicable insurance laws and regulations including but not limited to workers' compensation. CARRIER shall immediately notify BROKER of any deviation or other non-compliance from the standards set forth in this Section 2(C).
4. CARRIER agrees to, upon acceptance of the Cargo, use such tractors, trailers, and other transportation equipment (“Equipment”) as CARRIER may consider reasonably necessary or appropriate to meet BROKER and its customer’s distinct needs. CARRIER will only use Equipment that is in good condition, is clean, sound and free from odors, leaks, moisture, vermin and other conditions that might result in loss or damage to or adversely affect the Cargo transported. Except for specialized Cargo tendered to CARRIER hereunder requiring carriage of the same, CARRIER represents and warrants that it will not utilize any equipment which has been used for hauling any hazardous materials, refuse, or non-food products, as described in USDOT regulations, the Solid Waste Disposal Act, 42 U.S.C. § 6903, et. seq., the Sanitary Food Transportation Act, 49 U.S.C. § 5701, et. seq., and the Food Safety Modernization Act, 21 U.S.C. § 301 et seq. (“FSMA”). CARRIER shall immediately notify BROKER of any deviation or other non-compliance from the standards set forth in this Section 2(D).
5. CARRIER agrees to utilize only drivers qualified pursuant to applicable federal, state and local laws and regulations including, specifically, 49 C.F.R. § 391.2, et. seq. CARRIER further agrees that it will maintain adequate internal procedures to evaluate its drivers through pre-employment screenings, driver information resources, the Drug Clearinghouse, the USDOT Safety Management System and any other official resources related to driver fitness and ensure that its drivers are otherwise qualified under applicable laws and regulations throughout the duration of this Agreement. CARRIER shall likewise retain sole responsibility for any and all management, governing, discipline, direction and control, as applicable, of its employees, owner/operators, and Equipment within all applicable federal and state legal and regulatory requirements to ensure the safe operation of the Equipment and transport of the Cargo. 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.
6. 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 Cargo received for transportation under this Agreement. The bill of lading for each shipment shall note that the shipment was transported by CARRIER, acting as a duly authorized carrier. The parties agree that BROKER will not be a party to the bill of lading. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the Cargo 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 Cargo 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 signed a bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER.
7. CARRIER 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 or CARRIER's status as a motor carrier. The parties agree that CARRIER's common carrier tariff or classification subscribed to by the CARRIER, if any, including any charges, limitations or other provisions therein, shall not apply in any way to this Agreement, any bill of lading, other transportation document or the Cargo tendered by BROKER hereunder, and any such application of any tariff, classification or similar terms is null and void.
8. In addition to any instructions or other requirements attendant to the provision of CARRIER’s services hereunder, CARRIER shall further ensure compliance with the Service Level Requirements (“SLR”) as set forth on Addendum A to this Agreement, which is incorporated herein by reference. CARRIER acknowledges and agrees that the SLR may be unilaterally modified and amended by BROKER from time to time, in BROKER’s sole discretion. BROKER shall provide CARRIER with the amended SLR within a reasonable period of time following modification or as may be requested by the CARRIER as set forth in the SLR.
9. 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), and 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 BROKER’s customer because of CARRIER's use of non-compliant equipment.
BROKER RESPONSIBILITIES. Compensation shall be owed and paid to CARRIER solely and exclusively by BROKER, and not by BROKER’s customers, on all shipments tendered to CARRIER under this Agreement. CARRIER acknowledges it has investigated and agrees to conduct business hereunder based on the creditworthiness of BROKER and is granting BROKER credit terms accordingly. CARRIER shall accordingly be compensated by BROKER based on the following:
1. BROKER will request transportation services from CARRIER through the issuance of a Rate Confirmation, Load Tender or similar tendering mechanism (each a “Tender”) that will include, among other information, the applicable shipping instructions, rates, and charges. Neither BROKER, nor its customers, consignee or consignor shall be responsible for any other rates or charges (including without limitation, accessorial charges and fuel surcharges) except those set forth in the Tender. The Tender, including all terms and conditions therein, are incorporated herein by reference.
2. CARRIER agrees that any tariff, terms and conditions, bill of lading, circulars, pricing authorities, and/or similar documents that it may publish or otherwise seek to incorporate shall not apply to the transportation services arranged for by BROKER under this Agreement, unless any document is expressly incorporated into this Agreement or into a Tender.
3. BROKER shall maintain a surety bond/trust fund as agreed to in the amount of $75,000.00 and on file with the FMCSA in the form and amount not less than that required by that agency’s regulations.
4. BROKER's responsibility is solely limited to arranging for, but not actually performing or providing any equipment for the performance of, any of the transportation services of the CARRIER contemplated hereunder.
PAYMENT OF RATES AND CHARGES.
1. 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 Tender or the SLR. Additional rates for full truckload or less than truckload (“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 reference. BROKER shall pay CARRIER the agreed upon rates and charges (as specified in the Tender) on the terms set forth in the SLR.
2. The Parties agree that BROKER is the sole party responsible for payment of CARRIER's charges. Upon receipt of payment, CARRIER automatically assigns all of its rights to payment from shippers, consignees, or third parties to BROKER. Neither CARRIER, nor any other person will contact or pursue any BROKER customer or the shipper or consignee for payment of any freight, accessorial or other charges owed and that all such customers, shippers, and consignees shall be deemed third-party beneficiaries to this Agreement for the purposes of prohibiting CARRIER and any other persons from contacting or seeking to collect said charges from any person or entity except BROKER. CARRIER agrees to indemnify, defend and hold BROKER, its customers, consignors and consignees harmless from any claim or demand made by CARRIER, subcontractor or other party for payment of transportation services related to a shipment tendered under this Agreement.
LOSS & DAMAGE CLAIMS.
1. 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 as set forth in the SLR. CARRIER’s liability to BROKER or any involved customer, consignor, or consignee shall be for the full value of any loss, damage, injury to any transported cargo. For purposes of this section “full value” shall mean the retail price or invoice value, whichever is greater, of any Cargo tendered for transport hereunder. No limitation on liability shall apply, whether contained in CARRIER’s tariffs, classifications or otherwise. Signatures on bills of lading or receipts issued by CARRIER shall not constitute written acceptance by any person or entity of any liability limitation or other changes in the terms and conditions.
2. CARRIER shall comply with 49 C.F.R. § 370.1 et. seq. and any amendments and/or any other applicable regulations adopted by the FMCSA, USDOT, or any applicable state regulatory agency, for processing all loss and damage claims and salvage. CARRIER shall pay, decline or make settlement offer in writing on all cargo loss or damage claims within ninety (90) days of receipt of the claim. Claims may be filed by BROKER or its customer with CARRIER, and BROKER’s customer, consignor or consignee shall be a third-party beneficiary of this Agreement. 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. In no event shall the declination, denial or exclusion of coverage by CARRIER’s insurer absolve or otherwise impact CARRIER’s liability hereunder or to any BROKER customer or other consignor, consignee or other party entitled to recovery under the Carmack Amendment. Any cargo claims in dispute after ninety (90) days will be subject to an offset by BROKER. BROKER’s withholding of compensation shall not allow or permit CARRIER or any other person to seek payment from BROKER’s customers, consignors, consignees, or any other third party, and CARRIER agrees that it shall not, under any circumstances, claim, demand, or pursue payment from BROKER’s customers, consignors, consignees, or other parties for transportation services provided hereunder.
3. CARRIER waives any and all right of salvage or resale of any of Cargo transported hereunder and shall, at BROKER’s reasonable request and direction, promptly to return or dispose, at CARRIER’s cost, any and all Cargo transported by CARRIER. Unless approved by a customer in writing, CARRIER shall not, under any circumstance allow Cargo to be sold or made available for sale or otherwise disposed of in any salvage markets, employee stores, or any other secondary outlets. BROKER, at BROKER’s customer’s direction, reserves the right to choose between providing the CARRIER a salvage allowance or releasing the damaged goods to the CARRIER for salvage. Acceptance of Cargo for salvage is an acknowledgement of liability in full of any claim. In the event that damaged Cargo is returned to a customer and salvaged by a customer, then CARRIER shall receive a credit for the salvage value of such freight.
4. CARRIER's indemnification liability hereunder for freight loss and damage claims under this Section 5 shall include all attorney’s fees, costs and disbursements which shall constitute special damages, the risk of which is expressly assumed by CARRIER. Except as provided herein, neither Party shall be liable to the other for any incidental, consequential, punitive or similar damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing.
INSURANCE. Unless greater insurance limits are required by law or in a separate agreement, CARRIER shall procure and maintain, at its sole cost and expense, the following insurance coverage:
1. Auto liability and property damage insurance in an amount not less than $1,000,000.00 per occurrence;
2. Cargo insurance in an amount sufficient to cover CARRIER’s liability for shipments transported on behalf of BROKER and its customer, but in no event less than $100,000 per shipment. Said policy shall contain a refrigerated goods coverage endorsement, if CARRIER transports any such cargo for BROKER’s customers, and shall have no exclusions applying to any cargo transported by CARRIER on behalf of BROKER’s customers. Carrier’s insurance coverage shall be broad form/all-risk cargo insurance and include insurance coverage for wetness, dampness and humidity and without exclusion for unattended or unlocked vehicles.
3. Statutory workers’ compensation and employer’s liability insurance coverage in such amount and in such form as required by applicable state law.
INDEMNIFICATION.
1. CARRIER shall defend, indemnify and hold harmless BROKER (including its parent company, subsidiaries and affiliates) and its customers, and their respective officers, directors, agents, employees and similar person (“Indemnitees”), from and against any and all claims, demands, actions, causes of action and/or liabilities (actual, potential, threatened or pending) relating to or arising from this Agreement, including the transportation services rendered by CARRIER hereunder.
2. Nothing in this section shall be deemed to require the CARRIER to indemnify the Indemnitees against any claim or liability resulting from any negligent or willful act or omission on the part of any Indemnitee or any of their respective officers, directors, agents, or employees or the negligent or willful act or omission of a person or entity which is not a party to or a third-party beneficiary under this Agreement.
TAXES. 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.

CARRIER waives any rights under Title 49 Section 371.3 for any prior, current and future loads hauled for BROKER of the US DEPT OF TRANSPORTATION FEDERAL MOTOR CARRIER SAFETY ADMINISTRATION - SMALL ENTITY COMPLIANCE GUIDE FOR BROKER OPERATIONS.
ASSIGNMENT; DOUBLE BROKERING. CARRIER agrees that it will not assign, transfer, convey, subcontract, broker, double broker, interline or otherwise contract with any other third-party (collectively “Third-Party Contractors”) to outsource or perform the transportation services hereunder without having the prior written consent of the BROKER. Any unauthorized assignment shall be void. All costs of rendering the carrier services (including compensation of Third-Party Contractors as well as payment of all taxes or other governmental assessments imposed on CARRIER) shall be borne solely and exclusively by CARRIER. CARRIER agrees and acknowledges that CARRIER is and shall at all times be solely responsible to pay for any such Third-Party Contractor services. The prohibition against subcontracting does not apply to a person or entity leasing motor vehicle equipment to CARRIER pursuant to the provisions of 49 C.F.R. Part 376. CARRIER shall forfeit all right and 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

MISCELLANEOUS.
1. 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.
2. 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.
3. WAIVER OF PROVISIONS; NON-EXCLUSIVE REMEDIES.
  1. 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.
  2. BROKER’s exercise of any remedies provided hereunder, including the application of any penalty, forfeiture right or exercise of offset, shall not be deemed exclusive or any election of any remedy, nor shall such exercise be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that BROKER may be entitled to exercise whether under this Agreement, the SLR, Tender or under any other contract, or otherwise at law or in equity.
  3. 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.
4. APPLICABLE LAW; VENUE; JURISDICTION. The rights, duties and obligations of the parties, including the applicable statute of limitations for any given claim or action, shall be construed and governed by federal law and, to the extent not in conflict therewith, by the procedural and substantive laws of the State of Minnesota exclusive of its conflicts of law provisions. The parties hereby stipulate the exclusive jurisdiction of the state or federal courts situated in Hennepin County, State of Minnesota over any litigation between the parties arising hereunder. The parties further agree that the sole and exclusive venue for any action arising out of or relating to this Agreement shall be the state or federal courts situated in Hennepin County, State of Minnesota.
5. NO BACK SOLICITATION.
  1. CARRIER shall not, during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, directly or indirectly, contact, solicit the transportation of freight from or otherwise do any business with any shipper, consignee or customer of BROKER with whom BROKER tendered freight to CARRIER during the term of this Agreement.
  2. 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 attorneys’ fees.
6. WAIVER OF CARRIERS 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.
7. CONFIDENTIALITY.
  1. 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.
  2. 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 attorneys’ fees.
8. NOTICES.
  1. 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.
  2. 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.
  3. 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.
9. 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) days prior written notice, with or without cause, by either Party at any time, including the initial term; provided, however, that BROKER may immediately by written notice terminate this Agreement for cause which includes, but shall not be limited to: (i) CARRIER’s breach of this Agreement; (ii) receipt by CARRIER at any time during the term of this Agreement of a USDOT Safety Rating of “unsatisfactory”; (iii) CARRIER becoming insolvent or consenting to the appointment of a receiver (or other similar official) of itself or of the whole or any substantial part of its property; (iv) CARRIER’s filing of a petition in bankruptcy or petition to take advantage of any insolvency act; or (v) CARRIER’s making an assignment for the benefit of creditors or a petition in bankruptcy being filed against CARRIER or it being adjudicated bankrupt in a court of competent jurisdiction.
  
  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.
10. 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.
11. COUNTERPARTS. This Agreement may be executed in any number of counterparts each of which shall be deemed to be a duplicate original hereof.
12. 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.
13. 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.
14. ENTIRE AGREEMENT. This Agreement incorporates by reference the SLR and Tender terms and conditions found at www.destinationtrans.com. Except for the SLR which may be unilaterally modified by BROKER from time to time, at its discretion, this Agreement may be modified only in writing executed by both Parties. In the event of any conflict, the terms of this Agreement shall control.

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.

Signatures

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

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