New Carrier Registration

This agreement is entered into by and between Destination Transport, LLC ("BROKER"), a Registered Property Broker, Lic. No., DOT/MC-895727, and "CARRIER" listed below, collectively, the "Parties." ("Registered" means operated under authority issued by the Federal Motor Carrier Safety Administration (or its predecessors) within the U.S. Department of Transportation).

1. CARRIER 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”).


2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
   
   CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty (30) days advance written notice of cancellation or termination. Except for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of the FMCSA 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. BROKER may, at its discretion, require CARRIER to procure and maintain additional insurance coverage and limits based upon the distinct needs of BROKER or its customers.
7. 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.
8. 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.
   
   
9. 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


10. 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.