Carrier Setup Package - Tri-Bros Transportationshiptribros.com/_resources/carriersignup.pdf · transportation of hazardous materials and/or dangerous goods, and all applicable U.S.

w w w . S h i p T r i B r o s . c o m

MC # 703352-B

Thank you for choosing Tri‐Bros Transporta on. Please make sure all requested materi‐als are submi ed back to our offices ASAP to ensure prompt considera on on available loads as well as payment. If you have any ques ons or concerns, please do not hesitate to contact our management team at any me. Thank you again.

Requested Materials 1) Signed a ached Broker/Carrier Contract

**NOTE** All pages of the contract must be initialed, signed & titled by an owner, manager, president or VP. Initials & Signature must match.

2) Motor Carrier Profile

3) Payment Remi ance Op ons

4) Cer ficate of Insurance Lis ng Tri‐Bros Transporta on, LLC as Cert. Holder

5) Copy of Your Transporta on Authority Cer ficate

6) W‐9 (Physical Address required by IRS)

Remit To For Payment (Along With Any Documenta on and Proof of Delivery)

Tri‐Bros Transporta on, LLC ATTN: Accounts Payable 221 Washington Street. Binghamton, NY 13901

Carrier Setup Package

***Please fax back only what was filled out. DO NOT fax back our own company’s informa on.

Thank you***

Company Profile

Factoring Company Information

Tri-Bros currently works with Advance Business Capital LLC (aka Triumph Business Capital) as our factoring company.

Please ensure all invoices are directly assigned using the following information. If you have any questions or concerns,

please don’t hesitate to contact our accounting department.

Payment Remittance and Notice Of Assignment

Triumph Business Capital, LLC

P.O. Box 610028, Dallas, TX, 75261-0028

MC#: 703352 USDOT# 2246020

Federal ID# 27-0678887

SCAC: TBTO DUNS: 02-055-2769

Mailing Address: 221 Washington St., Binghamton, NY 13901

Hours Of Operation: Monday-Friday 8AM-5PM EST

Tel: (607) 296-4528

Fax #: (607) 217-4004

Website: www.ShipTriBros.com

General Delivery E-Mail Address: [email protected]

Additional Contact Information

Accounts Payable:

[email protected]

Equipment Location Lists:

[email protected]

Emergency After Hours Contact:

Cristian Simut, President

Phone: (718) 440-4875

E-Mail: [email protected]

Bond InfoTransport Financial Services, LLC

(850) 433-2294

Company Name: ___________________________________

MC#: _________________ USDOT# ____________________

Federal ID# ____________________

Mailing Address: ___________________________________

__________________________________________________

Physical Address: ___________________________________

__________________________________________________

Hours Of Operation: __________________________________

Toll-Free: _________________________________________

Local Phone: _______________________________________

Fax #: ____________________________________________

Website: __________________________________________

E-Mail Address: ____________________________________

Insurance Co. / Agent Name: __________________________

Policy #: _______________ Phone #: ___________________

Carrier Profile

Contact Information

Dispatcher: ______________________________

Direct Phone: _____________________________

Direct Fax: _______________________________

Direct E-Mail: _____________________________

Accounts Payable: _________________________

Direct Phone: _____________________________

Direct Fax: _______________________________

Direct E-Mail: _____________________________

Address (If Different): ___________________________________________

______________________________________________

After Hours Contact: ___________________________

Title: _________________________________________

Phone: _______________________________________

Fax: __________________________________________

Email: ________________________________________

Accounting Preferences

Do You Work With A Factoring Company? Y / N

Payment Remittance Info: ______________________________

__________________________________________________

__________________________________________________

Shipping Equipment and Preferences

Equipment Information: Flat Beds: _____ Dry Vans: ______ Reefers: _______ Step Decks: _______ RGN: ______ Others?______

Any Preferred Lanes?: _________________________________________________________________________________________

Additional Comments: ______________________________________________________________________________________

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

TBT Representative:

Broker & Carrier Agreement

THIS AGREEMENT (“Agreement”) is made effective as of this _____ day of __________, 201__, by and between Tri-Bros Transportation, LLC (“BROKER”), a New York Limited Liability Company, whose main offices are located at 221 Washington St., Binghamton, NY 13901 and ____________________________, whose main office is located at ____________________________________________________, (“CARRIER”)(collectively the “Parties,” or individually as “Party”).

RECITALS

WHEREAS, BROKER is licensed by the Federal Motor Carrier Safety Administration in Docket No. MC703352B to engage in operations, in interstate or foreign commerce, as a broker as defined in 49 U.S.C § 13102, arranging for transportation of freight (except household goods), and as a broker arranges transportation services for various consignors, consignees, motor carriers and/or other third parties (hereinafter individually or collectively “CUSTOMER(S)”);

WHEREAS, CARRIER holds motor carrier operating authority from the Federal Motor Carrier Safety Administration (FMCSA) in Certificates: MC-________ and, or DOT# ____________, to engage in transportation as a for-hire carrier of property (except household goods) under contracts with shippers and receivers and/or brokers of general commodities, and shall transport said property under its own operating authority and subject to the terms of this Agreement, and makes the representations herein for the purpose of inducing BROKER to enter into this agreement;

WHEREAS, BROKER, to satisfy some of the freight transportation needs of its CUSTOMERS, desires to use the services of CARRIER on a non-exclusive basis.

NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:

AGREEMENT

1. TERM: The term of this Agreement shall be one (1) year, commencing on the Effective Date. This Agreement shallautomatically renew for successive one year periods. Either Party may terminate this Agreement on 30 days prior written notice, to the other Party, with or without cause, or as otherwise provided in this Agreement.

2. CARRIER’S COVENANTS: In performing transportation services described in this Agreement, CARRIER agrees that itshall, at all times and at its own expense, provide and maintain:

1. Driver(s) with enough available hours of service to pick up and deliver the tendered load(s) within time frame(s) requested by BROKER and/or its CUSTOMERS(s) without violating the FMCSA hours of service regulations set forth in 49 C.F.R §395;

2. Compliance at all times with all applicable Federal, state and local laws relating to the provision of its services including,but not limited to, transportation of Hazardous Materials, as defined in 49 C.F.R § 172.800, 173 and 397 et seq. CARRIERshall strictly adhere to all regulations including, but not limited to, security, loading, owner/operator lease, loading andsecuring of freight, implementation and maintenance of driver safety programs including, but not limited to, hiring,controlled substances, and hours of service requirements, sanitation, temperature, and contamination requirements fortransporting food, perishable, and other products, qualifying, licensing and training of drivers, employees and contractorsimplementation and maintenance of equipment safety regulations, environmental or emissions programs in whichCARRIER operates including, but not limited to, California Transport Refrigeration Unit (TRU) and Airborne ToxicControl Measure (ATCM), maintenance and exclusive control of the means and method of transportation including, butnot limited to, performance of its drivers and all applicable insurance laws and regulations. CARRIER certifies that anyTRU equipment furnished will be in compliance with the in-use requirements of all of California’s TRU regulations.CARRIER will be responsible for any and all fines assessed against any party, including BROKER for CARRIER’sfailure to adhere, in whole or in part, to any ARB/ACTM regulation.

3. CARRIER agrees that if it transports any shipments into Canada on behalf of BROKER’s customers that it will complywith the Canadian National Safety Code for Motor Carriers (“CNSCMC”), rules and regulations applicable to thetransportation of hazardous materials and/or dangerous goods, and all applicable U.S. and Canadian federal, state,provincial, and territorial motor carrier safety regulations, including those governing security, securement of freight,owner-operator leasing, driver qualification, licensing, training, and safety, and equipment maintenance.

4. CARRIER bears the ultimate and exclusive responsibility to manage, govern, discipline, direct and control its employees, agents, contractors, owner/operators, and equipment in compliance with any and all applicable federal, state and locallegal and regulatory requirements. CARRIER and BROKER agree that the qualified, safe, legal and proper operation ofthe CARRIER and its drivers shall supersede any requests, demands, preferences, instructions, or information provided

Signor Initials: ________

Tri-Bros Transportation, LLC | 2 of 12

Broker & Carrier Contract Agreement


by BROKER or BROKER’S CUSTOMERS with respect to any shipment. 5. CARRIER shall notify BROKER immediately if its operating authority is revoked, suspended, downgraded, negatively

affected or rendered inactive for any reason, and/or if CARRIER or any related entity is sold, rights or interests assigned, if there is a change in control of ownership, and/or any insurance required by this Agreement is threatened to be or isterminated, cancelled, suspended, or revoked for any reason. If CARRIER performs any services without properauthority it shall defend, indemnify and hold BROKER, BROKER’s CUSTOMERS and parties harmless under the termsof Section 10 of this Agreement.

6. CARRIER authorizes BROKER to invoice CARRIER’s freight charges to shippers, consignees, or third-partiesresponsible for payment. CARRIER designates BROKER as its agent for the sole collection of all freight charges for allservices rendered under this Agreement.

3. BROKER’S COVENANTS: BROKER warrants that it has authority to tender its CUSTOMERS’ freight for transportationunder this Agreement.

4. COMPENSATION: CARRIER agrees to transport freight for BROKER, under the terms of its carrier authority, at a ratemutually agreed upon in writing, by fax, or by electronic means, contained in BROKER’s Rate/Load Confirmation Sheet(s), which shall be incorporated into this Agreement. Additionally:

1. Any agreed upon rates, including verbal agreements, shall be deemed as confirmed in writing. Rates or charges, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, including butnot limited to, released rates or values, or tariff rules or circulars, shall only be valid when specifically agreed upon inwriting, signed by both Parties.

2. As a condition to payment, CARRIER shall submit invoices, clean bills of lading and signed loading or delivery receiptsfor all transportation services provided this Agreement. CARRIER agrees that BROKER is the sole party responsible forpayment of CARRIER’s invoices and that, under no circumstance, will CARRIER contact and/or seek payment from the shipper, consignee, BROKER’s CUSTOMER or any other party responsible for payment to BROKER. CARRIERwaives any right to collect from BROKER’s CUSTOMER, consignor or consignee regardless of whether the BROKERhas been paid.

3. BROKER and CARRIER shall use commercially reasonable efforts to verify the accuracy of all freight charge billingstendered by BROKER to CUSTOMERS for the services performed by CARRIER under this Agreement. BROKER shall have the right to audit, from time to time, CARRIER’s freight charges and CARRIER shall fully cooperate with anyaudit. BROKER is not required to disclose its commission or brokerage revenue, and CARRIER waives its right toreceive, audit, and/or review information and documents as set forth in 49 C.F.R. § 371.3.

4. Except in the case of force majure, CARRIER is responsible for any and all additional costs incurred by BROKER whenreplacement and/or cover services are required arising out of CARRIER’s failure to deliver freight as agreed. Economichardship of any kind is not a force majeure event.

5. CARRIER hereby expressly waives its right to any lien on any freight or other property of BROKER’s CUSTOMERSthat CARRIER may have in its possession or control. This includes any liens that CARRIER may have under 49 U.S.C.§ 13707 and 49 U.S.C. § 80109.

6. In any claim by CARRIER against BROKER relating to this Agreement, BROKER’s liability shall be limited to thefreight costs for the particular load as confirmed in writing or direct damages, but shall not include consequential orpunitive damages.

5. DOT SAFETY RATING: CARRIER represents and warrants that it does not have an “Unsatisfactory” safety rating issuedby the Federal Motor Carrier Safety Administration (FMCSA), US Department of Transportation, and shall notify BROKER in writing immediately if its safety rating is changed in any way, but specifically if it is changed to “Unsatisfactory”, “Conditional”, “Unfit”, or “Marginal”. Under no circumstances is CARRIER allowed to provide services under this contract if their safety rating falls to"unsatisfactory”. CARRIER shall be responsible for any and all liability and damages asserted against or imposed on BROKER arising out of violation of this paragraph including but not limited to, attorneys’ fees, expert costs, and all other related costs.

6. INSURANCE: At all times during the term of this Agreement, CARRIER shall obtain and maintain in effect the followingtypes and amounts of insurance coverage from reliable insurance companies having an AM Best rating of B+ Size VI or better. CARRIER warrants that its insurance carriers are accurately informed of the characteristics of BROKER’s customer’s cargo and transportation needs of BROKER’s customer and intends to cover those exposures. All such insurance shall be written and be required to respond and pay prior to any other available coverage: Automobile (“Auto”) liability – ONE MILLION DOLLARS ($1,000,000); Commercial Automobile Liability insurance with a combined single limit of not less than (ONE MILLION DOLLARS) $1,000,000 per occurrence and without aggregate limits (including hired and non-owned vehicles); FIVE MILLION DOLLARS ($5,000,000) if transporting hazardous materials including coverage for environmental damage and remediation arising out of the release or discharge of hazardous substances; Motor Truck Cargo insurance, or a superior equivalent, with limits for the full value of the cargo under carriage subject to a minimum limit never less than ONE HUNDRED THOUSAND DOLLARS ($100,000) per shipment and at least the same coverage limit and deductible per shipment while in storage or at a storage facility enroute to the consignee, the




policy shall include coverage for all loss, damage or delay to cargo while in the CARRIER’ possession in the United States, Mexico or Canada; Commercial General Liability Insurance in a limit of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and a general aggregate limit of TWO MILLION DOLLARS ($2,000,000); Workers’ Compensation with limited required by applicable state law. It is the sole responsibility of CARRIER to ensure compliance with the above limits at all times throughout the duration of this Agreement. Additionally:

1. Except as specified above, all insurance policies shall comply with the minimum requirements of the Federal MotorCarrier Safety Administration and any other applicable regulatory federal and/or state agency. Insurance certificatesfurnished by CARRIER to BROKER are an affirmative representation by CARRIER that CARRIER complies with theinsurance requirements set forth in this Agreement and all applicable laws and regulations. Nothing in this Agreementshall be construed to limit liability of the CARRIER to the insurance limits set forth above, nor shall any exclusion,declaration, or deductible amount in any insurance policy absolve CARRIER from financial liability for any loss ordamage. It is CARRIER’s sole responsibility to abide by the terms and conditions of its insurance policies.

2. CARRIER shall furnish BROKER with a certificate of insurance, in a form satisfactory to BROKER, to prove that eachcoverage specified in this section is in effect and properly maintained and that neither BROKER nor its CUSTOMERSare obligated to pay premiums for any such insurance. Each certificate of insurance shall name BROKER as a certificateholder, and loss payee. In addition, when available, CARRIER shall obtain an automatic additional insured endorsementwhich shall apply to BROKER. CARRIER must provide BROKER with at least 30 days advance notice prior tocancellation, change, or non-renewal. Failure to abide by the terms of this Paragraph is a material breach of thisAgreement and will result in the immediate termination of this Agreement.

3. CARRIER shall pay all deductible amounts under any applicable insurance policies. Upon request by BROKER,CARRIER shall provide a complete copy of all applicable policies along with any exclusions, exemptions, or riders thatare not depicted in the governing certificate of insurance. In addition, by signing this Agreement, CARRIER expresslygrants BROKER the authority to obtain an actual copy of the policies in effect at the time of any loss directly fromCARRIER’s insurance company(ies), and further authorizes its insurance company or companies to release to BROKERany and all of CARRIER’s insurance policies requested by BROKER. In the event any issues arise with respect toCARRIER’s insurance company(ies), CARRIER agrees to cooperate to the fullest extent possible with BROKER toobtain such information or facilitate communication. CARRIER grants BROKER the equal right to contact andcommunicate directly with its insurance company.

4. CARRIER must utilize vehicles that carry the above specified limits, and that are licensed, identified, operated andinsured under CARRIER’s own name and insurance policies. CARRIER is fully liable for any loss or damage not covered by insurance, and agrees to indemnify and hold harmless BROKER and BROKER’s CUSTOMERS from and againstany such loss or damage regardless of the vehicle used on any shipment tendered by BROKER.

7. HAZMAT: If BROKER requests CARRIER to transport any shipment required to be placarded under the Department ofTransportation (DOT) rules for hazardous materials, the additional provisions in Appendix A, including additional insurance requirements, shall also apply for each and every such shipment.

8. CARGO LIABILITY AND CLAIMS: CARRIER shall issue a bill of lading, listing itself as the motor carrier, in compliancewith 49 U.S.C. § 80101 et seq., 49 C.F.R. § 373.101 (and any amendments thereto), for the property it receives for transportation under this Agreement, this bill of lading shall serve as a receipt only CARRIER agrees that only the terms of this Agreement control the transportation services it provides under this Agreement and hereby waives its terms and conditions, tariff or any bill of lading terms. Unless otherwise agreed upon in writing, CARRIER is fully responsible and liable for the freight once it takes/receives possession of it, and the trailer(s) is loaded, even partially, regardless whether a bill of lading has been issued, signed and/or delivered to CARRIER. CARRIER’s responsibility/liability shall continue until proper and timely delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt evidencing a proper delivery. Additionally:

1. Any terms of the bill of lading (including but not limited to payment terms) inconsistent with the terms of this Agreementshall be controlled by the terms of this Agreement. CARRIER’s failure to issue a bill of lading, or sign a bill of ladingacknowledging receipt of the cargo shall not affect liability of CARRIER. Under no circumstances shall CARRIERexecute a bill of lading or any other document which represents or holds out BROKER as the party responsible for thetransportation or delivery of freight. CARRIER agrees that any tariffs, terms and conditions, pricing authorities, and /orsimilar documents it publishes shall not apply to the transportation services provided by CARRIER under this Agreement.

2. If a consignee refuses a shipment, or CARRIER is unable to deliver it for any reason, CARRIER’s liability as awarehouseman shall not begin until CARRIER has provided 24 hour prior written notification of request for directions,and if no other directions are received, either has placed the shipment in a BROKER approved public warehouse, or inCARRIER’s terminal or stage facility under reasonable security.

3. CARRIER will respond to all claims for loss, damage or delay to BROKER’s customer’s goods in accordance with theprovisions of 49 C.F.R. Part 370 regardless of whether such regulations would otherwise apply. In the event goods arecompromised or otherwise damaged, BROKER or its CUSTOMER, in its sole discretion, may determine whether thegoods are salvaged, and if salvageable, the value of the salvageable goods. CARRIER shall be liable for all reasonablecosts BROKER’s customer incurs in mitigating any losses or damage which shall include, but not be limited to, costs ofinspection, grading, reworking, repackaging, and any additional storage and handling. CARRIER agrees to return such




damaged goods to BROKER’s customer at no additional costs to BROKER’s customers. 4. Except as otherwise provided in this Agreement, all liability standards, time limitations and burdens of proof regardless

of whether the CARRIER has common or contract authority shall be governed by common law applicable to commoncarriers. Furthermore, CARRIER agrees to accept notice of a claim in the form issued by BROKER, including electronic or facsimile transmission.

5. Notwithstanding the terms of 49 C.F.R. § 370.9, CARRIER shall acknowledge a claim within 30 days of receipt, andpay, decline or make a settlement offer in writing on all cargo loss or damage claims within 60 days from the receipt ofthe claim. Failure of CARRIER to pay, decline or offer settlement within this 60 day period shall be deemed as anadmission by CARRIER of full liability for the amount claimed and a material breach of this Agreement. Notwithstanding any other provision in this section, BROKER reserves the right to offset any claim(s) with pending invoices at its solediscretion.

6. BROKER and its customer shall have nine (9) months in which to file claims and two (2) years from the date ofCARRIER’s denial of any such claim (or any party thereof) for filing any lawsuits arising from such claim.

7. CARRIER acknowledges that BROKER’s customer’s goods are time sensitive and that time is the essence in the delivery of said goods and each shipment must be timely delivered on the delivery appointment date and time, as prescribed byBROKER’s client, any failure to timely deliver a shipment may cause a plant or assembly line shutdown or otheroccurrence, resulting in special, incidental and/or consequential damages not to exceed $10,000 per bill of lading, perincident.

8. CARRIER assumes liability as a motor carrier as described in the provisions of 49 U.S.C. § 14706 for all loss, damageor delay to BROKER’s customers goods, including without limitation the cost of returning any damaged goods toBROKER’s customer, from the time of initial tender at origin until receipt by the consignee at destination.Notwithstanding the previous sentence, or anything to the contrary in this Agreement, CARRIER agrees to accept liability for the full invoice value of BROKER’s customer’s goods as well as consequential damages stated in Section 9-7 of thisAgreement.

9. INDEPENDENT CONTRACTORS: The relationship between BROKER and CARRIER shall, at all times, be that ofindependent contractors. Additionally:

1. No term of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or implya joint venture, partnership, principal/agent, fiduciary, employer/employee relationship between the Parties.

2. CARRIER and any of its approved carriers or agents shall employ, pay, supervise, direct, discipline, discharge andassume full responsibility and control over all persons required for the performance of CARRIER’s duties under thisAgreement. BROKER has no right to discipline or direct the performance of any driver/and or employee, contractor,subcontractor, or agent of CARRIER. Under no circumstances shall CARRIER or any of its approved carriers, agents oremployees deemed to be or hold themselves out as employees of BROKER or BROKER’s CUSTOMER.

3. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely andwithout question govern and supersede any service requests, demands, preferences, instructions or information fromBROKER or BROKER’s CUSTOMER(s) with respect to any shipment at any time.

4. CARRIER agrees that a shipper, consignor, or consignee’s insertion of BROKER’s name as the carrier on a bill of lading is without authorization and in error and shall be for the shipper, consignor, or consignee’s convenience only and shallnot change BROKER’s status or liability as a property broker only nor CARRIER’s status as a motor carrier.

5. CARRIER agrees that any driving directions or routing instructions to or from a CUSTOMER’s location given byBROKER are for informational purposes only. It is CARRIER’s sole responsibility to ensure the directions areappropriate with regard to equipment, route, and safe operation of the vehicle(s).

6. CARRIER assumes and is fully and exclusively responsible and liable for, among others, the payment of the followingitems: any and all applicable federal, state, and local payroll taxes, taxes for unemployment insurance pensions, workers’compensation, social security, with respect to each and every persons engaged in the performance of its transportationservices. BROKER is not liable for any obligations specified above and CARRIER shall indemnify, defend, and holdBROKER harmless from any claim or liability imposed or asserted against BROKER for any such obligations.

7. BROKER reserves the right to track any or all shipments with or without CARRIER’s knowledge.

10. INDEMNIFICATION: CARRIER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS BROKER, ITS AFFILIATESAND ITS CUSTOMERS (AS INTENDED THIRD PARTY BENEFICIARIES) FROM ANY AND AGAINST ALL LOSSES (as defined below) ARISING OUT OF OR IN CONNECTION WITH THE TRANSPORTATION SERVICES PROVIDED UNDER THIS CONTRACT, INCLUDING THE LOADING, UNLOADING, HANDLING, TRANSPORTATION, POSSESSION, CUSTODY, USE OR MAINTENANCE OF CARGO OR EQUIPMENT OR PERFORMANCE OF THIS CONTRACT (INCLUDING BREACH HEREOF) BY CARRIER OR ANY CARRIER REPRESENTATIVE, CARRIER’S OBLIGATION TO INDEMNIFY AND DEFEND SHALL NOT BE AFFECTED BY ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF BROKER, ITS AFFILIATES OR CUSTOMERS, IT IS THE INTENT OF THE PARTIES THAT THIS PROVISION BE CONSTRUED TO PROVIDE INDEMNIFICATION TO BROKER, ITS AFFILIATES AND CUSTOMERS TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF THIS PROVISION IS FOUND IN ANY WAY TO BE OVERBROAD, IT IS THE PARTIES’ INTENT THAT THIS PROVISION BE ENFORCED TO ALLOW INDEMNIFICATION TO THE




MAXIMUM EXTENT PERMISSIBLE. “Losses” mean any and all losses, liabilities, obligations, personal injury, bodily injury, property damage, loss or theft of property, damages, penalties, actions, causes of action, claims, suits, demands, costs and expenses of any nature whatsoever, including reasonable attorneys’ and paralegals’ fees and other costs of defense, investigation and settlement, costs of containment, cleanup and remediation of spills, releases or other environmental contamination and costs of enforcement of indemnity obligations.

11. BROKER’S ACCOUNTS: CARRIER agrees to treat all BROKER’s CUSTOMERS as BROKER’s accounts during the term of this Agreement. If this Agreement is terminated for any reason, CARRIER shall not solicit freight or provide transportation services to any of BROKER’s CUSTOMERS, shippers, consignors, or consignees for a period of 12 months after the termination date of this Agreement. If CARRIER breaches this Agreement and “back solicits” BROKER’s clients and obtains traffic from such a customer, BROKER is entitled, for a period of fifteen (15) months after the involved traffic first begins to move, to a commission not less than 25% from CARRIER of the transportation revenue received on the movement of said traffic. In addition, BROKER will be entitled to recover its attorney's fees and costs incurred in enforcing its rights should Carrier breach this provision of the Agreement

12. CO-BROKERING: CARRIER is prohibited from brokering, re-brokering, co-brokering, subcontracting, transferring, tripleasing, assigning or interlining the transportation of shipments to any other person or entity conducting business under an operating authority different from CARRIER’s authority without advance written authorization of BROKER. Violation of this policy shall be grounds for immediate termination of this Agreement. If BROKER becomes aware of such prohibited activity by CARRIER prior to payment of any compensation otherwise due CARRIER, BROKER shall withhold payment to CARRIER and shall instead pay appropriate compensation to the carrier who actually transported the shipment and fulfills the transportation services in question. Any subcontracting or brokering of any shipment by CARRIER to any third party shall be deemed an assignment of the right to be compensated for that shipment to the third party. Upon BROKER’s payment to delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement. CARRIER will be liable for any and all losses or damages (including reasonable attorney’s fees and costs) for violation of this paragraph.

13. WAIVER AND DISCHARGE: The failure of either Party to enforce any provision of this Agreement shall not be construedas a waiver of such provision or the right of either Party to enforce such provision in the future or in any way to affect the validity of this Agreement or any part hereof; and this Agreement is for specified services pursuant to 49 U.S.C. § 14101(b). To the extent that terms and conditions in this Agreement are inconsistent with Part (b), Subtitle IV of Title 49 U.S.C. (ICC Termination Act of 1995) (the “Act”), the Parties expressly waive any or all rights and remedies they may have under the Act.

14. NOTICES: All notices required or permitted under this Agreement shall be in writing, signed by or on behalf of the Partygiving the notice, and sent to the other Party at its main office listed above via certified U.S. Mail, overnight courier with delivery receipt or facsimile with machine printed proof of delivery.

15. GOVERNING LAW: Unless expressly preempted or controlled by Federal transportation laws and regulations, thisAgreement shall be governed by and construed in accordance with the laws of the State of New York. CARRIER and BROKER further agree that the exclusive jurisdiction and venue for any lawsuit necessary to resolve a dispute arising out of this Agreement shall be in state court in Broome County, New York. Prevailing party shall be entitled to all reasonable expenses, attorneys’ fees and costs (including court costs).

16. ENTIRE AGREEMENT: This Agreement and its Appendices constitute the entire agreement between the Parties. TheParties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and no extrinsic evidence may be introduced to reform or change this Agreement in any judicial or equitable proceeding arising out of this Agreement. Any changes to this Agreement must be in writing executed by both parties.

17. ASSIGNMENT AND DELEGATION: This Agreement shall inure to the benefit of and be binding upon the successors andassigns of both Parties provided, however, that no assignment of rights and no delegation of duties under this Agreement shall be effective without the prior written consent of the other Party. BROKER may, at any time, transfer this Agreement, together with its rights and duties to any parent corporation or wholly owned subsidiary of its parent corporation, without permission of CARRIER.

18. INVALIDITY OF PROVISIONS: If a court of competent jurisdiction declares any provision of this Agreement invalid, such decision shall not affect the validity of any remaining provisions, and all remaining provisions of this Agreement shall remain in full force and effect.

19. FACTORING: CARRIER shall provide BROKER written notice of any assignment, factoring, or other transfer of its right toreceive payment arising under this Agreement at least thirty (30) days prior to such assignment, factoring, or other transfer that may affect BROKER’s payment obligations (BROKER is not obligated to honor any factoring, assignment,




amendment or any other transfer of CARRIER’s right to receive any payments unless such notice is proper and timely received). At minimum, each written notice shall include the name and address of the factoring company, assignee/transferee, date, date assignment is to begin, and the terms of the assignment. Notice is considered delivered upon receipt of written notice by BROKER. BROKER shall have the right to ask for and CARRIER shall be obligated to furnish any further documentation BROKER requires in order to satisfy itself as to the authenticity and payment requirements of the factoring arrangement(s). BROKER’s payment obligations shall not be subject to more than one factoring/assignment agreement at any one time. Any and all factoring agreements are taken subject to the terms of this Agreement regardless of when, or if BROKER receives a notice of assignment. CARRIER shall indemnify, defend and hold BROKER and its CUSTOMER harmless from and against any and all lawsuits, claims, actions, damages (including reasonable attorneys’ fees, costs, liabilities, and liens) arising or imposed on BROKER in connection with any factoring/assignment or transfer of any account or right. If CARRIER wants to terminate a factoring arrangement, a written release from the CARRIER and the factoring company in a form satisfactory to BROKER’s counsel must be received by BROKER specifying the terms and date of release. CARRIER also releases and waives any and all right, claim or action against BROKER and its CUSTOMER for any amount due and owing under this Agreement where CARRIER has not complied with any one of the requirements of this section.

20. ELECTRONIC AND FAX COMMUNICATIONS: The disclaimer set out below applies to any and all electroniccommunication, as defined below, from BROKER:

1. During the term of this Agreement, the parties anticipate that they will exchange materials and information in electronicform whether through websites, e-mail, or other electronic means (collectively “Electronic Communications”) and viafax. By providing their fax numbers and signing this Agreement, each party consents to receiving communications viaelectronic means.

2. Whereas BROKER has taken reasonable steps to ensure that all information contained in Electronic Communications iscurrent and accurate, it cannot guarantee the accuracy or currency of the information.

3. Use of Electronic Communications is entirely at the user’s own risk. Under no circumstances will BROKER be liablefor, and CARRIER hereby expressly waives and releases BROKER from, any liability for any loss or damage caused bycomputer viruses, trojans, worms or similar programs.

4. Electronic Communications may contain information that is confidential and subject to legal privilege. It is intendedsolely for the individual or entity to whom it is addressed and to others who have the authority to receive it and CARRIER may not under any circumstances disclose, copy, or distribute the information without BROKER’s written consent.

5. BROKER does not make any representation regarding any links and does not endorse the products and/or services thatmay be offered from or through any link. BROKER accepts no responsibility for the content or use of informationcontained in any link.

6. Unless otherwise noted, Electronic Communications are subject to intellectual property rights of BROKER. Use of thecontent in web pages, electronic or written publications or any other media and/or words, phrases, names, designs orlogos that are BROKER’s trademarks are expressly prohibited without the express written permission of BROKER.

7. BROKER disclaims all implied warranties, including but not limited to, warranties of compatibility, security andaccuracy, and BROKER will not be liable for any special, indirect, consequential or punitive damages of any kind arising out of the use of Electronic Communications by CARRIER.

8. All information contained in Electronic Communications pertaining to products and services and their terms andconditions, is subject to change without notice.

9. By providing any email address, CARRIER is expressly opting-in to BROKER’s promotional email distribution list.CARRIER can opt-out at any time by contacting BROKER via telephone, email, or mail.

21. CONFIDENTIALITY: In addition to confidential information protected by law, statutory or otherwise, the Parties agree thatall 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, amounts of freight charges paid, freight volume requirements, as well as personal customer information, customer shipping or other logistic 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. If confidentiality is breached, 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 available, to an injunction restraining the violating Party from further violation of this Agreement. If BROKER prevails, BROKER shall be entitled to recover all costs and expenses incurred, including but not limited to reasonable attorney’s fees.




CARRIER DUTIES

22. GENERAL CARRIER DUTIES: CARRIER agrees as follows:1. Drivers shall check call every day (including Saturday, Sunday and holidays) between 8:00 a.m. and 9:00 a.m. Eastern

Standard Time giving their current location and load temperature, if applicable.2. BROKER is available 24 hours a day, 7 days a week. CARRIER shall call BROKER immediately to report any problems.3. Failure to report any overage, shortage, or damage at loading or delivery may result in damages assessed against

CARRIER.4. CARRIER is responsible for any damage or loss to the product, shipment or its packaging, and any and all shortages.5. If any unloading payment is agreed upon, CARRIER must supply unloading receipt with lumper’s full name, address,

and contact information accompanied by the BROKER’s authorization number assigned to this particular load. UnlessCARRIER provides this information within 24 hours of delivery, it will not be reimbursed for unloading costs.

6. For all pallet exchange loads, the number of pallets in and out must be clearly notated on the original Bill of Lading.7. All loads tendered to CARRIER require exclusive use of trailer space unless otherwise specified in writing. Any costs

incurred by BROKER due to CARRIER loading any unauthorized freight may be charged back to CARRIER.8. Any costs incurred by BROKER due to CARRIER being late for pick-up or delivery appointments may be charged to

CARRIER.9. Any product which must be disposed of must have prior written consent from BROKER before being disposed of by any

party. If the load is disposed of without prior written consent from BROKER, CARRIER is liable for the entire value ofthe load, plus any other associated damages. CARRIER is also required to remit to BROKER any funds received fromsalvage or insurance.

10. Before loading driver must have a sufficient number of load locks or other suitable cargo securing devices to secure theload.

11. Loads that are sealed at the shipping point are to remain sealed until an authorized person at the receiver breaks the seal.If the seal is broken by an unauthorized person, CARRIER shall be fully liable for the invoice amount to BROKER’sCUSTOMER or cost of the product and any other expenses, whichever is greater.

12. CARRIER is required to provide a trailer that is in sound mechanical and structural condition, and is clean, dry, free ofdefects, and suitable in all manner to accept, load, and transport any shipment.

13. CARRIER shall not, unless expressly authorized to do so by BROKER, contact or communicate directly withBROKER’S CUSTOMER. This includes CARRIER’s agents, representatives, heirs or assigns.

23. CARRIER DUTIES FOR REFRIDGERATED LOADS: In order to fulfill shipper delivery and tracking requests,CARRIER agrees as follows: (These duties are in addition to the General Carrier Duties listed above)

1. Prior to loading, CARRIER shall confirm that the reefer unit is working properly and pre-cool trailer to temperaturespecified on BROKER’s rate confirmation sheet. The temperature on BROKER’s rate confirmation will be in Fahrenheit unless otherwise specified in writing. CARRIER must strictly adhere to the temperature listed and shall make sure thetemperature pulped for the product is reflected on the bill of lading.

2. Trailers hauling refrigerated loads are required to have an air chute for proper circulation. It is CARRIER’s responsibility to make sure the chute is not damaged, obstructed or blocked in any way. It is CARRIER’s sole responsibility to makesure sufficient space is provided for air circulation in front, rear, top, bottom, and between the load.

3. Carrier warrants that the carrier will inspect or hire a service representative to inspect a vehicle’s refrigeration or heatingunit at least once each month. Carrier warrants that they shall maintain a record of each inspection of refrigeration orheating unit and retain the records of the inspection for at least one year. Copies of these records must be provided uponrequest to the carrier’s insurance company and Broker.

4. Carrier warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and assume full liabilityfor claims and expenses incurred by the Broker or the shipper for failure to do so.

5. The carrier must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstractsto be made from them upon request. The following rules shall apply: (a) Destination market value for lost or damagedcargo, no special or consequential damages unless by special agreement; (b) Claims will be filed with Carrier by Shipper; (c) claims notification procedures will be followed in accordance with procedure described in 49 C.F.R. 370.1-11

6. CARRIER shall check pulp temperature of the product to ensure that product has been pre-cooled prior to loading.CARRIER shall not accept any product pulping more than 2 degrees above or below the specified temperature noted onBROKER rate confirmation. If the temperature on BROKER rate confirmation differs from that on the Bill of Lading,CARRIER shall call BROKER before signing the bills of lading or transporting the freight. If CARRIER loads orotherwise accepts freight contrary to the terms on BROKER rate confirmation or applicable bill of lading, CARRIER isliable for any and all loss or damage.

7. By signing Bill of Lading, CARRIER is confirming that the correct product and correct product count were received atthe proper temperature. CARRIER is solely responsible for loss or damage incurred due to inaccurate productinformation on Bill of Lading. If a discrepancy as to count, condition, or temperature is encountered at the shipper,CARRIER shall notify BROKER immediately, and no change to loading information shall be made until confirmed inwriting by BROKER.

8. CARRIER shall continuously maintain the temperature noted on BROKER’s Rate Confirmation while transporting




freight. CARRIER shall not, at any time set reefer on start/stop, cycle, or any other non-continuous temperature setting unless otherwise notified in writing by BROKER. CARRIER shall contact BROKER immediately in the event of any problems including, but not limited to, out-of-temperature condition, equipment malfunction, accident, or delay.

24. CARRIERS MOVING PERISHABLES AND FOODSTUFFS: CARRIER warrants that the CARRIER will inspect or hirea service representative to inspect a vehicle's refrigeration or heating unit at least once each month. CARRIER warrants that they shall maintain a record of each inspection of refrigeration or heating unit and retain the records of the inspection for a least one year. Copies of these records must be provided upon request to the CARRIER's insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and assume full liability for claims and expenses incurred by the BROKER or the shipper for failure to do so. The CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be made from them upon request. The following rules shall apply: (a) Destination market value for lost or damaged cargo, no special or consequential damages unless by special agreement; (b) Claims will be filed with CARRIER by Shipper; (c) claims notification procedures will be followed in accordance with procedure described in 49 C.F.R. 370.1-11.

1. Before CARRIER will transport foodstuffs for BROKER’s customers it will review and execute Appendix A certifyingthat it is in full compliance with the Food Safety Modernization Act.

25. COUNTERPARTS: This Agreement may be executed in any number of counterparts and by the Parties in separatecounterparts. Each counterpart when executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. CARRIER shall initial every page of this Agreement. If, however, CARRIER does not initial every page, CARRIER’s completion of the first page of this Agreement and execution of the signature page and return of both to BROKER whether in hard copy form or as outlines in Paragraph 20, shall be evidence that CARRIER has agreed to all of the terms of the Agreement without change or modification.

26. EXECUTION & AUTHORITY: This Agreement may be executed in counterparts, each of which shall be deemed to be anoriginal, but all of which shall constitute one and the same document. The Parties may execute and deliver this Agreement by transmitting an authorized signature by fax or .pdf via email, and copies of this Agreement signed and delivered by means of faxed signatures in a .pdf document shall have the same effect as copies executed and delivered with original signatures. The individuals that sign this Agreement represent that they have full authority to bind their respective entities to the entirety the Agreement.

27. ANTI-MODIFICATION: CARRIER agrees that it will not make any modifications to this Agreement after receipt fromBROKER and that its signature indicates that it is agreeing to all terms of this Agreement and any written modifications will not have any effect.

Workers’ Compensation Carrier Election Certificate

CERTIFICATION

The undersigned, as an authorized representative of the motor carrier set for the below, hereby warrants and represents to Tri-Bros Transportation, LLC, that such motor carrier is not required by state law to maintain Workers’ Compensation Insurance, and further that it has elected not to maintain such insurance.

AGREEMENT

The firm named below certifies, that in the event that the motor carrier subsequently either (1) becomes subject to pertinent Workers’ Compensation law, or (2) motor carrier’s maintenance of Workers’ Compensation insurance remains elective but motor carrier elects to maintain such insurance, then motor carrier will provide Tri-Bros Transportation, LLC, with evidence of such insurance in compliance with the terms of the pertinent agreement between the parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written intending to be legally bound.



BROKER

Tri-Bros Transportation, LLC

_____________________________ Signature

_____________________________ Printed Name

_____________________________ Title

_____________________________ Date

**DOCUMENT MUST BE SIGNED BY INDIVIDUAL OF AUTHORITY (i.e.

TITLED OWNER, MANAGER, PRESIDENT, VP, etc)**

AGREEMENTS SIGNED BY DISPATCH OR TITLES

WITHOUT AUTHORITY WILL BE REJECTED!

CARRIER

___________________________ Company

___________________________ Signature

___________________________ Printed Name

___________________________ Title

___________________________ Date


Broker & Carrier Contract Agreement Appendix A

Compliance with Food Safety Modernization Act

This Addendum A is an addendum to the Tri-Bros. Transportation, LLC Broker-Carrier Agreement (“Agreement”) entered into by the Parties.

All contracting Carrier Providers (“Provider”) agree 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.

Provider 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 becomeunsafe.

2. Transportation operations – the maintenance of adequate temperature control, the separation of product toprevent 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.

Provider participation in the Uniform Food Safety Transportation Protocol (UFSTP) shall evidence Provider’s willingness to abide by the FMSA rules and continuously maintain the insurance required by this Agreement.

Furthermore, Provider 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.

Provider 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, Provider 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 Provider fails to comply with its duties under the Act, Provider agrees to indemnify, defend and hold harmless Broker as set forth in Paragraph 16 of the Agreement.

Except as outlined in this Appendix, all other terms and conditions of the Agreement remain in place.

Tri-Bros Transportation, LLC Carrier: _________________

____________________________ ____________________________

Signature Signature

____________________________ ____________________________

Print Name Print Name

____________________________ ____________________________

Title Title

_______ _____________________ _____________________________

Date Date




APPENDIX B

CROWN CORK & SEAL ADDENDUM

CARRIER acknowledges that BROKER’s customer Crown Cork & Seal USA, Inc. (“Crown”) has some specific requirements that CARRIER must comply with when transporting a Crown shipment.

THEREFORE, CARRIER agrees that the following terms will apply to any shipment BROKER arranged for CARRIER to transport on behalf of CROWN. These terms will be in addition to the terms of the Agreement.

1. Sealed Shipment: If Crown loads and seals the lading in or on the trailer and CARRIER does not have theopportunity to witness the loading process and to count the lading being loaded and the seal is intact upondelivery, CARRIER shall be absolved from any liability for shortages or any damage to the lading exceptwhen proximately caused by independent action of CARRIER. Such absolution of liability for loss will alsooccur if

a) The seal is broken at the direction and under the supervision of an agent of a body politic orb) Trailers are preloaded and determining the adequacy of loading or accuracy of the count of such

trailer is not practical by a representative of CARRIER.CARRIER agrees that, if a seal is broken and an inspection made by an agent of a body politic, CARRIER’s operator or other representative will take all reasonable steps to secure the count, safety, and integrity of the lading, including requesting the body politic reseal the trailer and/or make appropriate notation on the freight documentation form. CARRIER may break the seal on a trailer if, upon CARRIER’s determination or that of its operator or other representative, it becomes reasonably necessary to do so to inspect, reposition, or protect the lading or CARRIER’s equipment or to comply with federal, state, municipal, provincial, or territorial laws, rules, and regulations. Whenever the original seal has been broken and replaced, CARRIER shall promptly notify BROKER of the replacement and resealing of the trailer.

2. Quality: CARRIER, will use reasonable commercial efforts to perform the services on-time and to the highestprofessional standards. CARRIER shall meet a minimum on-time delivery of ninety-nine percent (99%) fordeliveries to Crown’s customers during a rolling 12-month period and failure to meet the minimum on-timedelivery service level means that CARRIER is not meeting the performance expectations and requirementsof Crown and this Agreement will be subject to immediate termination upon written notice from BROKER.This measurement is based upon the following computation: total shipments moving in each service sectorless shipments to each service sector not on-time, divided by total shipments to that sector. Shipments noton-time are those that do not meet their delivery appointment times, shipments not picked up from facilitiesas promised, shipments not delivered with established, reasonable transit times, and transit failures en route.Delivery failures resulting from Shipper actions are not included in this “not on-time” calculation. CARRIERshall, at its own expense, maintain systems and personnel for receipt of Crown’s tenders transmitted byelectronic means, such as EDI or email, and for the transmission to Crown of shipment-status messages,including pick-up, delivery, and in-transit status. In the event it reasonably appears to CARRIER that any ofits vehicles transporting Crown’s Goods will not, for any reason, be able to meet scheduled delivery times,CARRIER shall promptly notify the dispatcher at the plant from which the shipment originated and file achange-of-status report via EDI or comparable electronic means. CARRIER shall provide and maintain atits own cost and expense the motor vehicle equipment necessary and used to provide the transportationservices required under the Agreement in good, safe, and lawful operating condition at all times and inaccordance with all applicable local, state, and federal laws and regulations. CARRIER agrees that allequipment it provides to transport Crown shipments must be “super-wide” style dry vans, 53 feet in lengthwith minimal free-and-clear inside measurements of 101.5 inches in width and 110 inches in height unlessotherwise specified by Crown. CARRIER shall furnish Crown proof of delivery of any shipment it transportsunder this Agreement. For all Crown shipments, proof of delivery shall consist of a copy of the bill of ladingor delivery receipt for that shipment containing the legible signature of the consignee and shall be furnishedto Crown within one (1) business day of the time when CARRIER completes delivery or Crown requestsproof of delivery, whichever date is later. Under no circumstance is CARRIER to re-broker a Crown shipment to another motor carrier.

3. Safety Rating: CARRIER agrees that it will not accept a Crown shipment for transport unless it has a“Satisfactory” rating from the FMCSA. Should its safety rating fall below “Satisfactory” for any reasonCARRIER will immediately inform Broker and will not accept for transport any Crown shipments.


Broker & Carrier Contract Agreement 4. Dispute Resolution: For any dispute that involves Crown or a Crown shipment CARRIER agrees that the

following terms will control.a) CARRIER, BROKER and Crown (“Parties”) shall attempt to resolve said dispute between

themselves or upon mutual agreement by the intervention of an experienced mediator and upon theterms and cost allocation agreed upon.

b) If a dispute is not resolved voluntarily, good faith considerations shall be given to submitting thedispute to final and binding arbitration under the Commercial Rules of the American ArbitrationAssociation before a single arbitrator at a point mutually agreed upon or if no point is agreed upon atthe offices of the Association which is approximately equal distance from the headquarters of theParties. The award of the arbitrator may be enforced in any court of competent jurisdiction, and eachParty shall bear its own costs of arbitration, including attorney’s fees.

c) If arbitration is not agreed to, or if the dispute involves a remedy not otherwise available in arbitrationsuch as, but not limited to, injunctions, criminal penalties, or certain equitable relief, civil action maybe pursued subject to the following:

i) Any claim or dispute that is related to Crown or a Crown shipment whether under federal,state, local, or foreign law, shall be brought exclusively and solely in the state or federalcourts serving Philadelphia, Pennsylvania. The Parties hereby consent to the jurisdictionand venue of such courts.

ii) Jury trials are waived by the Parties.

iii) Service by certified mail to the persons specified as being entitled to notice under thisAgreement and to the address shown shall constitute valid and binding service of process.

iv) Each Party shall bear its own costs of litigation, including attorney’s fees.

d) Any disputes which arise on movements to, from, or within Mexico and/or Canada, which cannot beresolved between Carrier and Shipper, shall be resolved by final and binding arbitration as providedin subsection (b) above.

Tri-Bros Transportation, LLC CARRIER: _________________

____________________________ ____________________________

Signature Signature

____________________________ ____________________________

Print Name Print Name

____________________________ ____________________________

Title Title

_______ _____________________ _____________________________

Date Date

* DOCUMENT MUST BE SIGNED AND TITLED BY OWNER, MANAGER, PRESIDENT OR VP****CAN NOT BE SIGNED BY OR TITLED DISPATCH***

Payment Remittance

Please indicate which of the following payment terms you would like to use regularly. Please contact our accounts payable department should you like to change your payment remittance election, or advise your representative if you would like to have a quick pay election on a load-to-load basis. Thank you.

OPTIONS 1. _______: Standard Payment (30 Days): Payment will be processed and mailed 30 days from the receipt

of invoice.

2. _______: Net 7 Day Payment @ 3% Discount: (via Check) Each Friday, TBT will process and mail97% payment on invoices aged 7 days from date of receipt.

3. _______: Net 7 Day Payment @ 3% Discount: (via ACH) Each Friday, TBT will process and mail97% payment on invoices aged 7 days from date of receipt. **Please provide Voided Check**

4. 48 Hour Remittance @ 5% Discount:

(via ACH): Payment will be remitted through a ACH via email and released to the carrier’s accounts payable department within 48 hours of receiving invoices and proof of delivery. Please note, applicable fees will be deducted for this service.

(via Regular Mail): Payment will be remitted by check through standard mail, delivered by the United States Postal Service to the address below, within two business days after receiving an invoice and proof of delivery.

_______ via Regular Mail

Company Name:

Billing Street Address:

City, State, Zip:

Signature:

Printed Name:

Title:

Date:

__________________________________

__________________________________

__________________________________

__________________________________

__________________________________

__________________________________

__________________________________

_______ via ACH

(Please provide Voided Check )

_______________ACH Routing #

_______________ACH Accounting #

TriBrosUserHighlight

U.S. Department of Transportation 1200 New Jersey Ave .• S.E. Federal Motor Carrier Safety Administration Washington. DC 20590

SERVICE DATE May 05, 2010

LICENSE

MC-703352-B

TRI-BROS. TRANSPORTATION, LLC D/B/A TRI-BROS. CONNECTIONS

ENDICOTT, NY

This License is evidence of the applicant's authority to engage in operations, in interstate or foreign commerce, as a broker, arranging for transportation of freight (except household goods) by motor vehicle.

ThiS authority will be effective as long as the broker maintains insurance coverage for the protection of the public (49 CFR 387) and the designation of agents upon whom process may be served (49 CFR 366). The applicant shall also render reasonably continuous and adequate service to the public. Failure to maintain compliance will constitute sufficient grounds for revocation of this authority.

Jeffrey L. Secrist, Chief Information Technology Operations Division

BPO

FORM BMC-85 Revised 03/11/2014 OMB No.: 2126-0017 Expiration: 02/28/2017

A Federal Agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for failure to comply with a collection of information subject to the requirements of the Paperwork Reduction Act unless that collection of information displays a current valid OMB Control Number. The OMB Control Number for this information collection is 2126-0017. Public reporting for this collection of information is estimated to be approximately 10 minutes per response, including the time for reviewing instructions, gathering the data needed, and completing and reviewing the collection of information. All responses to this collection of information are mandatory. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Information Collection Clearance Officer, Federal Motor Carrier Safety Administration, MC-RRA, Washington, D.C. 20590.

United States Department of Transportation 1,!7; Federal Motor Carrier Safety Administration

Broker's or Freight Forwarder's Trust Fund Agreement under 49 U.S.C. 13906

or Notice of Cancellation of the Agreement

FORM BMC-85 Filer FMCSA Account Number: 26027

KNOW ALL MEN BY THESE PRESENTS, that we,

License No. MC- 703352

TRI-BROS TRANSPORTATION,LLC D/B/A/ TRI-BROS CONNECTIONS (Name of Broker or Freight Forwarder)

4700 AMHERST AVENUE of VESTAL New York (Street) (City) (State)

TRANSPORT FINANCIAL SERVICES, LLC (Name of Trustee)

a financial institution created and existing under the laws of the State of Florida as TRUSTEE (hereinafter called Trustee) (State)

hold and firmly bind ourselves and our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

WHEREAS, the Trustor is or intends to become either a Broker or a Freight Forwarder pursuant to the provisions of the Title 49 U.S.C. 13904, and the rules and regulations of the Federal Motor Carrier Safety Administration (FMCSA) relating to insurance or other security

for the protection of motor carriers and shippers, and has elected to file with the Federal Motor Carrier Safety Administration such a Trust Fund Agreement as will ensure financial responsibility and the supplying of transportation subject to the ICC Termination Act of 1995 in

accordance with contracts, agreements, or arrangements therefor, and

WHEREAS, this Trust Fund Agreement is written to assure compliance by the Trustor as either a licensed Broker or a licensed Freight

Forwarder of Transportation by motor vehicle with 49 U.S.0 13906(b), and the rules and regulations of the Federal Motor Carrier Safety

Administration, relating to insurance or other security for the protection of motor carriers or shippers, and shall inure to the benefit of

any and all motor carriers or shippers to whom the Trustor may be legally liable for any of the damages herein described.

NOW, THEREFORE, the trustor and trustee, to accomplish the above, agree as follows:

1. Trustee agrees that payments made pursuant to the security provided herein to shippers and motor carriers pursuant to this Agreement will be made exclusively and directly to shippers or motor carriers that are parties to contracts, agreements or

arrangements with Trustor.

2. Trustee agrees that the protection afforded to shippers and motor carriers hereby will continue until any and all claims made by

shippers or motor carriers for which Trustor may be legally liable have been settled or until the funds deposited by Trustor pursuant

to this Agreement have been exhausted, whichever comes first.

3. The parties hereto acknowledge and certify that said Trustee shall exclusively manage the security and trust fund, as herein set forth,

and shall have legal title to the security and trust fund, pursuant to the terms and conditions as set forth in this agreement. Further,

the parties hereto, and the said Trustee, as evidenced by their signatures to this agreement, acknowledge and certify that (a) said

Trustee, neither has nor expects to have any interest, financial, proprietary, or otherwise, whatsoever, in Trustor; and (b) said Trustor,

neither has nor expects to have any interest, financial, proprietary, or otherwise, whatsoever, in Trustee.

4. Trustee acknowledges the receipt of the sum of Seventy Five Thousand Dollars ($75,000) for a Broker or Freight Forwarder, to be held

in trust under the terms and conditions set forth herein.

5. Trustee may, within its sole discretion, invest the funds comprising the corpus of this trust fund consistent with its fiduciary

obligation under applicable law.

6. Trustee shall pay, up to a limit of Seventy Five Thousand Dollars ($75,000) for a Broker or Freight Forwarder, directly to a shipper or

motor carrier any sum or sums which Trustee, in good faith, determines that the Trustor has failed to pay and would be held legally

liable by reason of Trustor's failure to perform faithfully its contracts, agreements, or arrangements for transportation by authorized

motor carriers, made by Trust or while this agreement is in effect, regardless of the financial responsibility or lack thereof, or the

solvency or bankruptcy, of Trustor.

13850 (Zip)

as TRUSTOR (hereinafter called Trustor), and

FORM BMC-85 Page 1 of 2

NOTICE OF CANCELLATION

This is to advise that the above Trust Fund Agreement executed on the

day of is hereby cancelled as

security in compliance with the FMCSA security requirements under 49 U.S.C.

13906(b) and 49 CFR 387.307, effective as of the day of

,12:01 a.m., standard time at the address

of the trustor, provided such date is not less than thirty (30) days after the

actual receipt of this notice by the FMCSA.

Date Signed Signature of Authorized Representative of Trustee or Trustor

(witness's signature)

FORM BMC-85 Revised 03/11/2014 OMB No.: 2128-0017 Expiration: 02/28/2017

7. In the event that the trust fund is drawn upon and the corpus of the trust fund is a sum less than Seventy Five Thousand Dollars ($75,000) Brokers or Freight Forwarders, Trustor shall, within thirty (30) days, replenish the trust fund up to Seventy Five Thousand

Dollars ($75,000) Brokers or Freight Forwarders by paying to the Trustee a sum equal to the difference between the existing corpus of the trust fund and Seventy Five Thousand Dollars ($75,000) Brokers or Freight Forwarders.

8. Trustee shall immediately give written notice to the FMCSA of all lawsuits filed, judgments rendered, and payments made under this trust agreement and of any failure by Trustor to replenish the trust fund as required herein.

9. This agreement may be canceled at any time upon thirty (30) days written notice by the Trustee or Trustor to the FMCSA on the

form printed at the bottom of this agreement. The thirty (30) day notice period shall commence upon actual receipt of a copy of the trust fund agreement with the completed notice of cancellation at the FMCSA's Washington, DC office. The Trustee and/or Trustor specifically agrees to file such written notice of cancellation.

10. All sums due the Trustee as a result, directly or indirectly, of the administration of the trust fund under this agreement shall be billed directly to Trustor and in no event shall said sums be paid from the corpus of the trust fund herein established.

11. Trustee shall maintain a record of all financial transactions concerning the Fund, which will be available to Trustor upon request and reasonable notice and to the FMCSA upon request.

12. This agreement shall be governed by the laws in the State of Florida

to the extent not inconsistent with the rules and regulations of the FMCSA.

This trust fund agreement is effective the 3rd day of November 2016 , 12:01 a.m., standard time at the address of the Trustor as stated herein and shall continue in force until terminated as herein provided.

Trustee shall not be liable for payments of any of the damages hereinbefore described which arise as the result of any contracts,

agreements, undertakings, or arrangements made by the Trustor for the supplying of transportation after the cancellation of this

Agreement, as herein provided, but such cancellation shall not affect the liability of the Trustee for the payment of any such damages

arising as the result of contracts, agreements, or arrangements made by the Trustor for the supplying of transportation prior to the date such cancellation becomes effective.

I IN WITNESS WHEREOF, the said Principal and Surety have executed this instrument on the 3rd

day of November

2016

TRUSTOR

TRI-BROS TRANSPORTATION,LLC D/B/A/ TRI-BROSgi COMPANY NAME

4700 AMHERST AVENUE VESTAL STREET ADDRESS CITY

New York 13850 607-296-4527 STATE ZIP CODE TELEPHONE NUMBER

Cristian Simut (type or print Principal officer's name and title)

(Principal officer's signature)

(type or print witness's name)

TRUSTEE

TRANSPORT FINANCIAL SERVICES, LLC

COMPANY NAME

850 W GARDEN STREET SUITE A PENSACOLA

STREET ADDRESS CITY

Florida 32502 850-433-2294 STATE ZIP CODE TELEPHONE NUMBER

MAROLD STUDESVILLE

(type or pr ipajofficer's name and title)

--**VSIC*-"..ftSaL ktwaX*.A1 kStSt".

(Principal officer's signature)

PAUL E. LOWE

(tYp,e.or print witn ess's

C .

(witness's signature)

Only financial institutions as defined under 49 CFR 387.307(c) may qualify to act as Trustee. Trustee, by the above signature, certifies that it is a financial institution and has legal authority to assume the obligations of Trustee and the financial ability to discharge them.

FORM BMC-85 Page 2 of 2

Form W-9(Rev. December 2014)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

Pri

nt o

r ty

pe

See

Sp

ecifi

c In

stru

ctio

ns o

n p

age

2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

Individual/sole proprietor or single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.

Other (see instructions) ▶

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.)

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

– –

orEmployer identification number

–

Part II CertificationUnder penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal RevenueService (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I amno longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign Here

Signature of U.S. person ▶ Date ▶

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

TriBrosSticky NoteDon't Forget to Add An E-Signature For the w9 or you MUST print/fax it

,/22/12 CreditRequest

Credit Request Detail

Docket Number: MC703352

TRI-BROS. APPROVEDDBA Name: CONNECTIONS

TRI-BROS.Legal Name:

TRANSPORTATION, LLC.

City: ENDICOTT

State: NY

Phone Number: (607) 239-5975 - This Broker is approved for Credit Line up to $10,000

For additional information, please contact Advance Business Capital

Thank You!

I\WJ.onlinebrokercredit.com/ecreditapp/CreditRequest.aspx?id= 104039 11

gJADVANCE [;J Platinum • PerformanceBUSINESS CAPITAL Program 1'ramportatiml with COI?fldellcc

TRI-BROS. TRANSPORTATION, L.L.C. DBA TRI-BROS. CONNECTIONS has partnered with Advance Business Capital for the financing, management and collections of company's accounts receivable and payables. Advance Business Capital is one of the premier financial service providers to the for-hire trucking market and the leading provider of carrier payment services for transportation intermediaries. Advance Business Capital assumes full responsibility for carrier payments, including Quick Payment options, for all factored loads.

FACT SHEET

Legal Name: Advance Business Capital LLC

Address: 70 I Canyon Drive, Suite 105, Coppell, Texas 75019

Telephone: (214) 513-9600

Facsimile: (214) 513-9611

Ownership: Private Investor Group

Officers: Steven Hausman - President, George Thorson - Executive Vice President, Robert Berg - Vice President & Controller

Management Board: Harold Marshall, Edward Wanandi, Tom Donohue, Michael Starnes, Rob Estes, David Pasquesi, Rob Lansing

Products: Accounts Receivable and Payable Management

Target Market: For-Hire Carriers, Freight Brokers & 3rd Party Intermediaries

Banking: Frost Bank

. Federal ID Nbr: 13-4284814

DUNS Nbr: 16-892-4442

Web Site: www.advancebcap.com

c.:;,Advance Business Capital is the first and only

factoring service to endorse the P3 best

practices standards of the Transportation -r1'Ja J::en,:::~~::::Intermediaries Association. • j ~ Association

http:www.advancebcap.com

introduction_to_carriercarrier_profile_populateCarrier Signup Rev 11-13Broker MC authsurety_bondblank_w9_firstpagecar_cred_approvaladvance_capBlank Page

Group1: OfftopmostSubform[0]: Page1[0]: f1_01_0_[0]: f1_02_0_[0]: FedClassification[0]: c1_01[0]: Offc1_01[1]: Offc1_01[2]: Offc1_01[3]: Offc1_01[4]: Offc1_01[5]: Offf1_18_0_[0]: c1_01[6]: Offf1_50_0_[0]:

c1_01[0]: OffAddress[0]: f1_04_0_[0]: f1_05_0_[0]:

f1_06_0_[0]: f1_07_0_[0]: social[0]: f1_07[0]: f1_08[0]: f1_09[0]:

Employeridentifi[0]: f1_10[0]: f1_11[0]:

ompany Name: M: USDOT: Federal ID: Mailing ddress: undefined: Physical ddress: undefined_2: Hours Of Operation: TollFree: Local Phone: Fax: Website: EMail ddress: Insurance o gent Name: Dispatcher: Direct Phone: Direct Fax: Direct EMail: ccounts Payable: Direct Phone_2: Direct Fax_2: Direct EMail_2: ddress If Different 1: ddress If Different 2: fter Hours ontact: Title: Phone: Fax_2: Email: Payment Remittance Info: 1: 2: Equipment Information Flat eds: Dry Vans: Reefers: Step Decks: RGN: Others: ny Preferred Lanes: dditional Comments: 1_2: 2_2: T T Representative: policy: phone:

Carrier Setup Package - Tri-Bros Transportationshiptribros.com/_resources/carriersignup.pdf · transportation of hazardous materials and/or dangerous goods, and all applicable U.S.

Documents