w
TRANSPO RTATI0N,rrc
Carrier Request Information
1. Confirmation - Please sign the Rate Confirmation
2. Signed Contract all nine pages initial and sign page nine
3. Singed Worker's Comp Hold harmless Form
4. W-9
5. Authority
6. Proof of Insurance from your insurance company listing
Brock, LLC
4374 Contractors Common Ste A
Livermore, CA 94551
As a certificate holder
Please call if you have any questions.
Thank you.
4374 Contractors Common, Suite A
Livermore, CA 94553
Tel: 925.371.2184
Fax: 925.371.7036
BROKER – CARRIER AGREEMENT
This Agreement is between Brock, LLC (hereinafter “BROCK”), a California Limited Liability Company, a transportation
broker duly licensed by the Federal Motor Carrier Safety Administration (FMCSA) under Docket Number MC375005
and
Name of Carrier:
Carrier’s State of Incorporation:
Carrier’s Address:
__________________________ (hereinafter “CARRIER”)
__________________________
__________________________
__________________________
__________________________
__________________________
Carrier’s FMCSA Certificate Number: MC: __________________________
Effective Date:
__________________________
In consideration of the parties’ mutual promises, the parties agree as follows:
1.
This Agreement is entered into pursuant to 49 U.S.C. §§13102(4) and 14101(b). CARRIER, as an independent
contractor, desires to furnish motor carriage service to BROCK and/or its Customers for the transportation of commodities and
warrants and represents that it is a duly authorized motor carrier in interstate commerce in good standing under one or more
certificates issued by the Federal Motor Carrier Safety Administration (FMCSA) or its predecessor agencies. CARRIER also
warrants and represents that it is duly authorized to conduct any foreign or intrastate operations to be performed hereunder as a
motor carrier. This Agreement does not grant CARRIER an exclusive right to perform the transportation related services for
BROCK or CUSTOMER, either of whom is free to use carriers other than CARRIER.
2.
TERM AND TERMINATION. The Initial Term of this agreement is one year. At the end of the Initial Term and
each successive term, this Agreement will automatically renew for an additional one year term. Either party may terminate this
Agreement at any time, with or without cause, by giving 30 days written notice to the other party; provided further, that if
either party violates any material provision of this Agreement, then the other party shall have the right to terminate this
Agreement immediately. Notwithstanding the termination of this Agreement, the terms of the Agreement shall apply to
undelivered shipments tendered to the CARRIER prior to the termination date and CARRIER shall complete any such
shipments. The terms of this Agreement, which by their nature, application, or operation are intended to survive the
termination of this Agreement, shall be deemed to survive.
3.
CARRIER’S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. During the term of this Agreement,
CARRIER must maintain valid operating authority as required by federal, state, provincial, and local governments. Carrier
agrees to comply with all federal, state, provincial, and local laws regarding transportation.
4.
PERFORMANCE OF SERVICES. CARRIER shall receive, transport and deliver with reasonable dispatch every
shipment tendered to it by BROCK and shall deliver each shipment in good order and condition to the designated Consignee.
"Reasonable Dispatch" means that all shipments will be delivered by CARRIER at the appointment time for delivery or as
otherwise stated on the Bill of Lading. CARRIER must advise BROCK immediately if any occurrence is likely to cause delay.
5.
BILLS OF LADING AND DELIVERY RECEIPTS. (a) At the time of shipment, the CARRIER shall issue a Bill of
Lading (or receipt) which may be prepared by BROCK, BROCK’S Customer, or the Consignor, which shall serve only as a
receipt for the goods (and not as the contract of carriage nor as evidence of title). The Bill of Lading shall contain the
following information:
(i)
(ii)
(iii)
(iv)
(v)
Names of Consignor and Consignee
Origin and destination points
Number of packages
Description of freight
Weight, volume or measurement of freight (if applicable to rating of the
freight)
1
Initial Here: ________
(vi)
(vii)
(viii)
For shipments to, from or within California, the following certification: “CARRIER or its
agent certifies that the equipment, including TRU equipment, used for transporting this
shipment is in compliance with California regulations.”
Any additional information required by law
Any additional information or instructions furnished by BROCK or the Consignor relevant
to the particular shipment
No other provision of a Bill of Lading’s terms and conditions shall apply, (including, but not limited to, any provision
purporting to “incorporate by reference” provisions of other publications such as the CARRIER’S private tariffs, the National
Motor Freight Classification, or the Uniform Straight Bill of Lading) and all transactions between BROCK and CARRIER
shall be governed solely by this Agreement, PROVIDED HOWEVER that the Bill of Lading may also contain instructions or
specifications pertaining to the transportation of the goods covered by the Bill of Lading to which the CARRIER agrees to
follow or perform by issuing the Bill of Lading.
(b)
All bills of lading shall be deemed "through bills of lading" to ultimate destination and CARRIER shall be liable
for loss, damage or delay in accordance with the terms of this Agreement regardless of any separate agreements entered into by
CARRIER with connecting carriers, subcontractors, cartage agents, or other third parties.
(c)
Delivery Receipt. CARRIER shall obtain an acknowledgement of delivery for all shipments by notation on the
Bill of Lading or a delivery receipt, signed and dated by the Consignee and shall specify the name of the carrier actually making
delivery. CARRIER agrees to provide copies at no charge to BROCK in sufficient detail to substantiate billing for the services
provided. BROCK shall have the right to defer payment to the CARRIER until CARRIER provides the delivery receipt as
specified herein and which shall demonstrate that CARRIER was the carrier actually making delivery.
(d)
CARRIER agrees that in the event that BROCK, a Consignor, or another party inserts BROCK’S name as a
carrier on the Bill of Lading that it shall be for convenience only or through inadvertence and shall not affect BROCK’S status as a
property broker nor CARRIER’s status as the motor carrier transporting the subject shipment. In such event, CARRIER’S drivers
shall add the name of the carrier at the time of signing the Bill of Lading.
(e)
CARRIER must notify BROCK immediately of any exception made on the bill of lading or delivery receipt.
6.
LOADING AND COUNTING (a) All shipments are “carrier load and count” and carrier will be responsible for actual
carton, case or piece count as stated on the Bill of Lading, Irrespective of the number of pallets or skids; provided, however, if a
shipment is loaded and counted by Consignor during periods when neither the pick-up driver nor any other CARRIER
representative were present or afforded an opportunity to be present, then it shall be considered a “shipper load and count” shipment
and subject to the following provisions:
(i)
The pick-up driver shall sign the Bill of Lading (or other shipping document) with “SL&C” instead of piece
count. The pick-up driver’s failure to include “SL&C will not alter the rights and liabilities of either party if CARRIER can prove
that Consignor did in fact count and load the shipment during periods when neither the pick-up driver nor any other CARRIER
representative were present or afforded an opportunity to be present.
(ii)
CARRIER shall note on the Bill of Lading all exceptions, e.g., overages, shortages, or damages (O/S/D), when
the shipment is actually transferred from the original trailer. CARRIER shall, within 48 hours (excluding weekends and holidays)
after the transfer, notify BROCK of O/S/D exceptions by phone and send a written Exception Report to the Consignor’s origin
terminal and BROKER. BROKER or Consignor shall have 48 hours (excluding weekends and holidays) after receipt of
CARRIER’S written Exception Report to notify CARRIER in writing for any objections to the Exception Report.
(iii)
CARRIER shall be liable for any O/S/D claims if it fails to provide the notification to BROKER or Consignor or
issue a written Exception Report as required above. Unless BROKER or Consignor has issued written objections as required above,
Carrier will not be liable for any shortages or damages occurring before the shipment is actually transferred from the trailer loaded
at origin unless there is evidence of a vehicular accident or fault or negligence by Carrier.
(iv)
If CARRIER is instructed by BROKER or the Consignee to leave a trailer at destination without it being
unloaded in CARRIER’s presence, CARRIER shall obtain from the Consignee a signed Bill of Lading acknowledging delivery
with a notation of the time and date that trailer arrived at the destination.
7.
INFORMATION AND CONFIDENTIALITY (a) Except to the extent disclosure may be required by law, and then
disclosure may be made only to the extent of such requirement and after the CARRIER and notified the BROKER of the
requirement, CARRIER agrees to safeguard and treat as confidential information pertaining to BROKER’S traffic, including,
without limitation, origins, destinations, products, volume, rates and charges, the identity of BROKER’s customers and suppliers,
and the products purchased by particular customers and purchased from particular suppliers. CARRIER shall also safeguard and
treat as confidential information relating to BROKER’S operations and competitive position, including, without limitation, the
following: sales, marketing and promotions strategies and plans; financial information, research and development of new products;
2
Initial Here: ________
improved products and improved procedures; sales/delivery statistics, forecasts; manufacturing processes and formulas; cost data;
expansion plans; purchasing plans; critical ingredients and/or sources of supply. The obligations set forth in this section shall
survive, indefinitely, the expiration or earlier termination of this Contract.
(b)
CARRIER agrees to provide to BROKER, upon reasonable request made during the term of this Contract or
within one year after the termination of this Contract, any and all information (including confidential information) and data (whether
in electronic, printed, or other format) used or created by CARRIER in the performance of this Contract.
8.
SECURITY
(a)
STOPS-IN-TRANSIT
i.
(b)
CARRIER shall maintain the integrity of the load in transit. If a stop in transit is necessary, a secure area
must be utilized.
TRAILER SEALS
i.
The Consignor’s personnel or their designated agent will place and remove trailer seals on all truckload
shipments. Seals are to remain intact until received at first Consignee location.
ii.
If the seal is broken due to a legal or regulatory requirement or is otherwise broken, lost, or tampered
with, CARRIER’S driver shall note on the Bill of Lading the time, date, place, and circumstances
surrounding the breaking of the seal or discovery of non-intact seal and place a new seal and record
number of new seal on Bill of Lading.
iii.
CARRIER shall contact BROKER, the Consignor, or the origin location to inform of broken seal at the
time of discovery.
iv.
For any shipment, if the original seal placed on the trailer by the Consignor is not intact upon delivery,
the Consignee may reject the entire shipment. In such event the CARRIER shall be liable as there had
been a total loss of the shipment.
(c)
Palletized Freight. If shipments are palletized, the shrink or stretch wrapping on the materials shipped shall not
be broken in transit and shall be delivered in the same condition as received by the CARRIER. If shrink or stretch
wrapping is broken in transit, CARRIER shall assume liability for all damage or shortages noted on or after delivery.
(d)
Cargo Securement. Cargo tendered to CARRIER shall be checked by CARRIER’S drivers to insure that it has
been loaded in full compliance with the Federal Motor Carrier Safety Administration’s Cargo Securement regulations.
(e)
Security for High Value Products. BROKER, on occasion, may tender to CARRIER, certain high-value products
for transportation. CARRIER hereby agrees that it will provide special security for high-value products to reduce the risk
of theft and pilferage. BROKER shall notify CARRIER prior to CARRIER’S acceptance of said products of the value of
said products. CARRIER also agrees the special security services described hereinafter are of the essence of this
agreement and that its failure to provide said services will be deemed a material deviation from the contract.
The special security services to be provided by CARRIER are:
(a) Secure all access doors on trailers with a high-tensile steel bolt lock or seal which can not be cut with a bolt cutter.
(b) Store all shipments in a fenced-in, restricted and secure access, guarded area when being held or stored for four hours
or more.
(c) Storage products inside a secure building, and use outside storage only as a last resort
3
Initial Here: ________
(d) Storage, loading and unloading areas must be under constant CCTV coverage capable of recording the identity of all
individuals accessing the area where the products are present.
(e) When said shipments are not on CARRIER’S premises, CARRIER shall employ similar security measures to the best
of its ability and shall not permit said shipments to be unattended by CARRIER’S driver unless the vehicle is parked in a
high-security area.
(f) When CARRIER drops a trailer and detaches the tractor, a “fifth wheel lock” shall be applied to the trailer to prevent its
theft.
(g) Carrier moving perishable: Carrier warrants that the carrier will inspect or hire a 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 at 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 hearting until and assume full liability
for claims and expenses incurred by the Broker or the shipper for failure to do so.
Carrier warrants that they 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.
9.
RECORD RETENTION All bills of lading, delivery receipts, freight bills, manifests, logs, claims, archived EDI
transmissions and any other shipping or claim documentation shall be retained by CARRIER for a period of four (4) years from the
date of signature on the Bill of Lading or one (1) year after final resolution of a disputed or unsettled claim, whichever is later, or for
such greater period of time as maybe required by federal or state laws, rules or regulations. All such records shall be available for
inspection and copying at CARRIER’S expense and use by BROKER during such period. CARRIER shall retain an original copy
of the Agreement while in effect and for a period of four ® years thereafter and shall furnish proof of such retention to BROKER
upon reasonable request. The provisions of this section shall survive cancellation, termination, or expiration of this Contract.
10.
BILL OF LADING
(a)
When the Bill of Lading indicated that the shipment is “collect”, CARRIER agrees to collect freight charges from
Consignee and CARRIER shall hold BROKER and Consignor harmless from any freight charges regardless of whether the
Consignor signs and “no recourse provision” which may appear on the Bill of Lading.
(b)
When the Bill of Lading specifies payment by a Third Party, only said Third Party shall be liable for freight
charges and BROKER, the Consignor and the Consignee shall be held harmless from any freight charges.
6.
CARRIER’S OPERATIONS. (a) CARRIER will, at its sole cost and expense, (i) furnish all equipment required for
the performance of its obligations (“Equipment”); (ii) pay all expenses related, in any way, with the use and operation of the
Equipment; (iii) maintain the Equipment in good repair, mechanical condition and appearance; (iv) utilize only competent, able
and legally licensed personnel. BROCK shall have no duty to select, instruct or supervise CARRIER’S drivers, or to check
drivers’ logs or its status of compliance with FMCSA’s hours of service or other regulations before loading, those being the sole
responsibility of the CARRIER. CARRIER will have full control of such personnel, will perform Services as an independent
contractor, and will assume complete responsibility for all state and federal taxes, assessments, insurance (including, but not
limited to, workers compensation, unemployment compensation, disability, pension and social security insurance) and any
other financial obligations arising out of performance of Services.
(b)
CARRIER shall hold a "Satisfactory", “Conditional”, or “Unrated” safety fitness rating as determined by the
Federal Motor Carrier Safety Administration (FMCSA). CARRIER shall notify BROCK immediately if CARRIER receives
an “Unsatisfactory” safety fitness rating from the FMCSA. In no event shall CARRIER transport any property on behalf of
BROCK if CARRIER receives an “Unsatisfactory” safety fitness rating. The provisions of this Agreement, including this
section, relating to safety fitness ratings are intended to include future safety fitness rating designations which are substantively
the same or similar to those used herein.
4
Initial Here: ________
(c)
CARRIER’S OPERATIONS. To the extent that any shipments subject to this Agreement are transported
within the State of California, CARRIER warrants that (i) all 53 foot trailers (including both dry-van and refrigerated
equipment) it operates and the Heavy-Duty Tractors that haul them within California under this Agreement are in compliance
with the California Air Resources Board (CARB) Heavy-Duty vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission
Reduction Regulations; and (ii) All refrigerated equipment it operates within California under this Agreement is in full
compliance with the California Air Research Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control
Measure (ATCM) in-use regulations. CARRIER shall be liable to BROCK, BROCK’S customers, the consignor, or the
consignee for any penalties, or any other liability, imposed on, or assumed by said parties due to penalties imposed on
BROCK, BROCK’S customers, the consignor, or the consignee because of CARRIER’S use of non-compliant equipment.
11.
PROTECTION AND INDEMNIFICATION. CARRIER shall at all times both during and after the term of this
Agreement protect, defend (at BROCK’S option), indemnify and hold harmless BROCK and its customers, and their respective
directors, officers, agents and employees (collectively “the INDEMNITEES”) against and from any and all liability, loss,
damage, penalties, fines, costs and expenses of any kind whatsoever (including reasonable attorneys' fees and other legal costs
and expenses), relating to any and all claims of every nature or character, including, without limitation, violations of state
highway laws, claims for personal injury, death and damage to property, clean-up costs from commodity spills and damage to
the environment, asserted against BROCK and/or the INDEMNITEES by any person and arising out of CARRIER'S breach of
this Agreement or caused by CARRIER'S acts or omissions. CARRIER will not be liable for any damages which are caused
by BROCK’S or any INDEMNITEES’ acts or omissions. The provisions of this section shall survive cancellation, termination,
or expiration of this Agreement.
12.
INSURANCE. During the initial and any subsequent terms of this Agreement, CARRIER must procure and maintain,
at its sole cost and expense, the following insurance:
(a) Comprehensive General Liability Insurance, including blanket contractual coverage, with a minimum combined
single limit of not less than $1,000,000.00 each occurrence. Such insurance policy must include coverage for bodily injury,
property damage, premises/operations, products/completed operations, contractual, independent contractors, broad form
property damages, and personal injury. Such policy or policies must include cross liability (severability of interest).
(b) Commercial Automobile Liability Insurance, with a combined single limit of not less than $1,000,000.00 each
occurrence with respect to all vehicles owned, non-owned, hired or assigned to transport shipments on behalf of BROCK or
CUSTOMERS. Such insurance policy must include coverage for any and all liabilities for personal injury (including death) and
property damage arising out of the ownership, maintenance, use or operation, including loading and unloading, of the
Equipment operated by CARRIER under this Agreement.
(c) Motor Cargo Legal Liability Insurance in an amount of not less than $100,000.00 per shipment, naming Brock as
a certificate holder and/or loss payee, providing coverage to BROCK, the CUSTOMER or the Owner and/or consignee for any
loss damage or delay claim to any Goods coming into the possession of CARRIER under this Agreement. Unless approved in
advance by BROCK, shall not exclude coverage for unattended vehicles, breakdown or failure of mechanical refrigeration
equipment, or for the products being shipped by BROCK, or for unexplained or mysterious loss or shortages. CARRIER shall
obtain and furnish a copy of an endorsement eliminating the exclusion and providing coverage in the event that CARRIER’S cargo
liability would otherwise contain any of said exclusions.
(d) Workers’ Compensation and Employers Liability. Workers’ Compensation as required by law and Employers
Liability with coverage of $100,000.00 bodily injury for each accident; $500,000.00 bodily injury by disease, policy limit; and
$100,000.00 bodily injury by disease for each employee.
(e) Proof of Insurance. Before commencement of any services, CARRIER will deliver to BROCK Certificates
evidencing all required insurance. These certificates will name BROCK as an “Additional Insured” by endorsement on the
Commercial General Liability Policies; and said policies shall provide that i) BROCK shall not be obligated to pay premiums for
any such insurance, ii) such insurance shall be primary with respect to all insured and iii) such insurance shall be applicable
separately to each insured and shall cover claims, suits, actions or proceedings by each insured against any other insured.
(f) Insurance Policies, Copies. Upon request of BROCK, CARRIER shall deliver to BROCK full and complete copies of
the insurance policies required under this Agreement. If copies of said policies are not available, CARRIER shall provide copies of
the pages of said policies containing the coverage in said policies, and all exceptions, exclusions and endorsement to the coverage
provided therein.
(g) Deductibles are CARRIER’S responsibility. CARRIER remains liable in full, less amounts paid by CARRIER’S
insurance company.
(h) CARRIER shall immediately notify BROCK if any insurance coverage is cancelled, reduced, or otherwise
invalidated.
(i) No Representation as to Adequacy. It is expressly understood that BROCK does not represent that the types or
minimum limits of the insurance set forth herein are adequate to protect the CARRIER'S interests.
5
Initial Here: ________
13.
LIABILITY FOR LOSS OR DAMAGE TO SHIPMENTS. (a) CARRIER assumes the liability required of an
interstate motor carrier for “full actual loss” under 49 U.S.C. § 14706 ("Carmack"), as written and in effect as of January 1,
1996, regardless of whether the shipment is interstate, intrastate, or international in nature, for all loss, damage, injury to, or
delay of goods tendered to CARRIER hereunder. The measure of damages for loss, damage, injury or delay of goods shall be,
but is not limited to, the original invoice value charged to the Consignee or the destination market value of the lost or damaged
goods, whichever is higher, plus freight charges, administrative costs, warehousing costs, transportation costs, and all other
assessorial charges on loss and damage claims.
(b)
In the event any shipment is refused by the Consignee, CARRIER'S liability for loss or damage as a carrier
under this section shall continue until the shipment has been properly placed in a public warehouse or other suitable storage
facility under reasonable security, after which time CARRIER shall have the liability of a warehouseman, but only while the
shipment is held in storage. It is understood and agreed that all shipments shall be deemed “in transit”, and CARRIER'S liability
shall not revert to that of a warehouseman, where the Consignee has not refused delivery and CARRIER is requested or required
to temporarily store a shipment prior to completing delivery because the Consignee is not ready to accept delivery, or CARRIER
is required to re-deliver because CARRIER missed a delivery appointment, or CARRIER is otherwise unable to complete delivery
to the Consignee.
(c)
In the event the parties agree to a limit of liability less than full actual loss with respect to a particular
shipment or shipments, such limitation(s) on CARRIER'S liability shall not apply if the damage or loss of cargo is the result of
willful misconduct, gross negligence, conversion or material breach of this Agreement by CARRIER or its directors, officers,
agents or employees, and CARRIER shall be liable for the full actual loss notwithstanding any such limit of liability.
(d)
All claims for loss, damage, injury or delay to cargo shall be processed in accordance with the provisions of
49 CFR 370; provided, however, that with respect to salvage, BROCK or the owner of the goods may determine within its sole
discretion, and not subject to a reasonableness standard, whether the goods may be disposed of or salvaged by CARRIER and,
in such event, the reasonable salvage value if the merchandise had been salvaged shall be credited against the claim against
CARRIER.
(e)
Replacement Shipments. Carrier acknowledges that BROCK may utilize other carriers to facilitate the
movement of delayed shipments, or to ship replacement goods. If Carrier fails to make timely delivery of any shipment,
Carrier shall be responsible for reasonable and necessary costs, charges, fees and expenses resulting from such delay.
(f)
Return of Damaged Shipments. Carrier shall return all damaged shipments at its expense to the point of
origin or, with Carrier’s consent, to other points as instructed by BROCK for the purpose of inspection and mitigation of
damages.
(g)
Concealed Damage Claims. Claims based on a concealed loss or damage reported to Carrier within 15 days
of the date of delivery shall be treated by Carrier as though an exception notation had been made on the delivery receipt at the
time of delivery.
14.
WAIVER OF CARRIER’S LIEN. CARRIER will not withhold or delay delivery of Goods for any reason, including
any dispute as to the rates or any alleged failure of BROCK to pay charges incurred under this Agreement. CARRIER is
relying upon the general credit of BROCK and hereby waives and releases all liens which CARRIER might otherwise have
against BROCK or CUSTOMER. CARRIER acknowledges the immediate and irreparable damage that could be caused to
BROCK as the result of a breach of this provision, and, accordingly, CARRIER specifically agrees that BROCK may enforce
the provisions of this Agreement by an injunction, restraining order, or other equitable relief. CARRIER shall be liable for all
reasonable attorneys' fees and costs incurred in connection therewith.
15.
FORCE MAJEURE. (a) If either party is prevented from the performance of any act required by this Agreement by
reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or
regulation, riots, insurrection, war or other reasons of a like nature not the fault of, or under the control of, the party delayed in
performing work or doing acts required under the terms of this Agreement, then performance of the act is excused for the
period of the delay and the period for the performance of the act is extended for a period equivalent to the period of delay,
provided the party delayed in performing promptly gives written notice to the other party of its inability to perform and
provided, further, that upon the termination of the force majeure event the delayed party promptly commences performance.
(b)
CARRIER’S inability to perform resulting from a violation by it of any laws, rules, or regulations, shall not
be deemed a force majeure relieving CARRIER in any manner from its duties to perform fully and timely its obligations under
this Agreement.
(c)
Nothing in the force majeure provision of this Agreement shall relieve CARRIER in any way from its
liability for loss or damage as provided in Section 15: Liability for Loss or Damage to Shipments.
6
Initial Here: ________
16.
BILLING AND PAYMENT OF CHARGES. (a) In consideration of BROCK tendering to CARRIER shipments for
transportation on behalf of BROCK’S customers, CARRIER hereby acknowledges and agrees that BROCK shall be the only
person liable to CARRIER for freight charges or for any other charges due CARRIER for services provided under this
Agreement. CARRIER shall have no right or claim against BROCK’S customers, a Consignor, a Consignee, or any party
other than BROCK for such charges and CARRIER shall not under any circumstances seek payment from any person other
than BROCK.
(b)
CARRIER agrees that it will issue its invoices for freight and other charges directly to BROCK for any and
all amounts due to CARRIER. CARRIER shall not issue invoices for freight and other charges to the Consignor, Consignee,
or any other person, unless directed to do so in writing by BROCK.
(c)
CARRIER will charge and BROCK will pay for Services at the rates and charges shown on separate Rate
Confirmation Sheets. A Rate Confirmation Sheet is to be signed and agreed to by CARRIER and BROCK before each
shipment. Under no circumstance shall any other rate, penalty, loss of discount, late fees, collection fees, or attorney’s fees
apply provided, however, if BROCK requests a service where the charge is not stated in a rate confirmation and is not agreed
upon by the parties in writing prior to the time of shipment, the rate for said service shall be the lowest competitive market rate
for said service.
(d)
Payment by BROCK will be made within thirty days of receipt by BROCK of CARRIER’S freight bill, the
bill of lading, a clear delivery receipt, and any other necessary billing documents enabling BROCK to ascertain that the Service
has been provided.
(e)
BROCK shall have the right to offset from freight or other charges by CARRIER any claims for loss, damage
or delay, or claims for overcharges, duplicate payments or unidentified payments.
(f)
Assignment of Rights. CARRIER hereby assigns to BROCK all its rights to collect freight charges from
Consignor or any third party payor upon receipt by CARRIER of payment from BROCK. CARRIER further agrees to execute
such further documentation and provide such other assistance as may be reasonably required to facilitate BROCK’S collection
of freight charges from BROCK’S customers, Consignors or Consignees for shipments carried by CARRIER.
17.
SUB-CONTRACT PROHIBITION. All freight tendered to CARRIER under this Agreement will be transported on
equipment operated under the authority of CARRIER. CARRIER must not in any manner sub-contract, broker, or in any other
form arrange for the freight to be transported by a third party without the prior written consent of BROCK. If CARRIER uses
another carrier or other third party for any portion of any shipment without the prior authorization of BROCK, it shall be
deemed a material breach and BROCK may, at its option, terminate this Agreement immediately upon written notice to
CARRIER. CARRIER will remain responsible to BROCK for fulfillment of all of CARRIER’S obligations under this
Agreement while cargo is in the unauthorized carrier or party’s possession.
18.
ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. This Agreement may not be assigned or
transferred in whole or in part, and supercedes all other agreements and all tariffs, rates, classifications and schedules
published, filed or otherwise maintained by CARRIER.
19.
SEVERABILITY. In the event that the operation of any portion of this Agreement results in a violation of any law,
the parties agree that such portion will be severed and that the remaining provisions of this Agreement will continue in full
force and effect.
20.
WAIVER. Failure of BROCK to insist upon CARRIER’S performance under this Agreement or to exercise any right
or privilege will not be a waiver of any BROCK’S rights or privileges herein.
21.
SHIPPER SOLICATION. (a) CARRIER agrees, on behalf of itself, its employees, and subcontractors, to not solicit,
accept, or arrange for, directly or indirectly, shipments from Customers except through BROCK during the initial term and any
subsequent terms of this Agreement, and for a period of two years following termination of this Agreement. CARRIER shall
be liable to BROCK as liquidated damages, and not as a penalty, an amount equal to 200% of the gross revenue for any
transportation provided by CARRIER in breach of this Agreement.
(b)
In addition to the remedies set forth in paragraph (a) above, CARRIER acknowledges the immediate and
irreparable damage that could be caused to BROCK as the result of a breach by CARRIER, or threatened breach, of the
provisions of paragraph (a) above, and accordingly, CARRIER specifically agrees that BROCK may enforce the provisions of
paragraph (a) above by an injunction, restraining order, or other equitable relief. In the event BROCK is required to engage
legal counsel or initiate legal proceedings to enforce the provisions of this paragraph of the Agreement, CARRIER shall be
liable for all reasonable attorneys' fees and costs incurred in connection therewith.
7
Initial Here: ________
22.
INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROCK and CARRIER
is that of independent contractor. None of the terms of the Agreement, or any act or omission of either Party will be construed
for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, employer/employee relationship
between the Parties. CARRIER will provide the sole supervision and will have exclusive control over the operations of its
employees, contractors, subcontractors, agents, as well as all vehicles and equipment used to perform Services. BROCK has no
right to discipline or direct the performance of any driver and/or employees, contractors, subcontractors, or agents of
CARRIER. CARRIER represents and agrees that at no time and for no purpose will it represent to any party that it is anything
other than an independent contractor in its relationship to BROCK.
23.
CHOICE OF LAW, JURISDICTION, AND VENUE. This Agreement is governed by the laws of the State of
California. The parties agree to jurisdiction and venue in the State or Federal Courts; whichever is appropriate, in California
for all purposes, including the taking of depositions. CARRIER also agrees that, unless prohibited by Canadian or Mexican
law, this Agreement and the performance thereof shall be construed and enforced as though a shipment originated at and was
destined to a point in the United States without regard to whether a shipment actually originated at or was destined to a point in
Canada or Mexico.
24.
CHOICE OF LANGUAGE. The parties hereto have specifically requested that this agreement be drawn up in the
English language only. Les parties aux présentes ont specifiquement requis que la présente Convention soit rédigée seulement
en langue anglaise.
25.
NEUTRAL INTERPRETATION. BROCK and CARRIER acknowledge that they have had the opportunity to be
represented or advised by independent counsel of its own selection throughout all negotiations preceding execution of this
Agreement and any Appendix or Addendum to it. Accordingly, it is agreed that the terms of this Agreement, and any
Appendix or Addendum to it, shall be given a neutral interpretation, and any ambiguities or uncertainty in this Agreement, or
any Appendix or Addendum to it, shall not be construed for or against either Party.
26.
DEFAULT. The following actions or events shall each constitute a material breach of this Agreement, in addition to
any that are expressly referred to as material breaches elsewhere in this Agreement:
(a)
Either party commences a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States
Code) or if a petition is filed against the party under any chapter of the Bankruptcy Code;
(b)
Either party has appointed (voluntarily or involuntarily) a trustee, receiver, custodian or agent under
applicable law or under contract, whose appointment or authority to take charge of property of the party for the purpose of
general administration of such property for the benefit of the party’s creditors;
(c)
Either party commits a material breach of any of the terms or provisions of this Agreement and such breach
is not cured within ten (10) days after receipt of written notice advising of such breach; or
(d)
With respect to CARRIER, any portion of CARRIER’S operating authority required for CARRIER to
perform its obligations under this Agreement is revoked, canceled, suspended or discontinued by operation of law or otherwise.
In the event of the occurrence of any breach(es) listed in this section, the non-breaching party may terminate this
Agreement effective immediately upon written notice to the breaching party.
28
NOTICES. Any notices required to be given by this Agreement shall be given by U.S. mail postage prepaid,
overnight package service, courier, or facsimile to the parties at the address or facsimile numbers set forth below beneath their
signatures.
29.
ENTIRE UNDERSTANDING. This Agreement, together with the Recitals and Appendices, represents the entire
understanding of the parties and cannot be amended except in writing signed by both parties.
8
Initial Here: ________
Each party is signing this Agreement on the date stated opposite that party’s signature.
BROCK
CARRIER
BROCK, LLC
Carrier Name:
By: _____________________________
By: ___________________________________
Printed: _________________________
Printed: ________________________________
Address:
4374 Contractors Common, Unit A
Address: _______________________________
Livermore, CA 94551
_______________________________________
925-371-2184
925-371-7036
Phone #: _______________________________
Fax #: ________________________________
Phone #:
Fax #
__________________________
FID #: ________________________________
MC #:
9
________________________________
Initial Here: ________
BROCK, LLC
4374 Contractors Commons
Suite A
Livermore, CA 94551
Phone: 925-371-2184
Fax: 925-371-7036
www.brockweb.com
Workers Compensation
Hold Harmless
hereafter referred to as Carrier,
hereby agrees to HOLD Harmless and INDEMNIFY Brock, LLC and any of its affiliates
against any award by a Worker’s Compensation Court or similar administrative body
or court of law against Carrier or Carrier’s employee
Authorized Signature
Print Name
Date
BROCK, LLC
4374 Contractors Commons
Suite A
Livermore, CA 94551
Phone: 925-371-2184
Fax: 925-371-7036
www.brockweb.com
Credit Information
Business Name:
Business Location:
County:
Phone:
Fax:
Brock LLC dba Brock Transportation LLC
4374 Contractors Common Ste. A, Livermore, CA 94551
Alameda
925-371-2184
925-371-7036
Type of Business:
Date Established:
Type of Organization:
Tax Exempt:
Duns:
MC#
Federal ID#
Freight Brokerage
August 1997
Limited Liability Company
No
126312615
375005
94-3279643
Owner Information:
Christopher R. O’Brien
Member Manager
4374 Contractors Common Ste. A
Livermore CA 94551
Trade References:
D-Star Transportation
5302 Caraway Lake Dr.
Baytown TX 77521
281-457-7278
281-457-1342 fax
ASH Transport LLC
2802 So Market St.
Chattanooga TN 37410
423-870-9681
423-870-9683 fax
R & L Trucking LLC
132 N 8th St.
West Helena AR 72390
662-404-4930
877-257-4904 Fax
Bellio Trans LLC
777 West 62nd Ave.
Denver CO 80216
720-206-9742
303-427-5692 fax
Bank References:
Heritage Bank of Commerce
Contact: Marjorie Wong-Gilmore
300 Main St.
Pleasanton CA 94566
925-314-2815 Fax: 925-314-2899
PM-25
(Rev. 1/95)
SERVICE DATE
February 16, 2000
DEPARTMENT OF TRANSPORTATION
FEDERAL MOTOR CARRIER SAFETY ADMINISTRATION
LICENSE
MC 375005 B
BROCK, LLC
DANVILLE, CA, US
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). Applicant shall also render reasonably continuous and adequate
service under this authority. Failure to maintain compliance will
constitute sufficient grounds for revocation of this authority.
John F. Grimm, Director
Information Systems & Data Analysis
FORM BMG84 Revised 09/26/2013
OMB No.: 2126-0017
A Federal Agency rnay 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 inforrnation subject to the requirementsof the Paperwork Keduction 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 comnients 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-KRA, Washington, D.C. 20590.
United States Department of Transportation
Federal Motor Carrler Safety Admlnlrtratlon
Broker's or Freight Forwarder'sSurety Bond under 49 U.S.C. 13906
FORM BMC-84
Filer FMCSA Account Number:
091 35
Bond No.
IT12461CC
License NO. MC-
375005
KNOW ALL MEN BY THESE PRESENTS, that we, Brock, LLC
(Name ofBroker or Frerght Forwanlrr)
of 4374 Contractors Common, Ste A
Livermore
(Street)
(CltyJ
California
(Starc)
94551
0,
Navigators Insurance Company
as PRINCIPAL (hereinafter called Principal), and
(Namc of Surcty)
a corporation, or a Risk Retention Group established under the Liability Risk Retention Act of 1986, Pub. L. 99-563, created and existing
under the laws of the State of Connecticut
,
(hereinafter called Surety), are held and firmly bound unto the United States of
I
(Statc)
America in the sum o f $100,000 for a broker or freight forwarder, for which payment, well and truly t o be made, we bind ourselves and our
heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal is or intends to become a Broker or Freight Forwarder pursuant t o the provisions of Title 49U.S.C. 13904, and
the rules and regulations of the Federal Motor Carrier Safety Administration relating t o insurance or other security for the protection
of motor carriers and shippers, and has elected t o file with the Federal Motor Carrier Safety Administrat~onsuch a bond 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 therefore, and
WHEREAS, this bond is written t o assure compliance by the Principal as either a licensed Broker or a licensed Freight Forwarder
ofTransportation by motor vehicle with 49 U.S.C. 13906(b), and the rules and regulations of the Federal Motor Carrier Safety
Administration, relating t o insurance or other security for the protection of motor carriers and shippers, and shall inure t o the benefit of
any and all motor carriers or shippers t o whom the Principal may be legally liable for any of the damages herein described.
NOW, THEREFORE, the condition of this obligation is such that ifthe Principal shall pay or cause t o be paid t o motor carriers or shippers
by motor vehicle any sum or sums for which the Principal may be held legally liable by reason of the Principal's failure faithfully to
perform, fulfill, and carry out all contracts, agreements, and arrangements made by the Principal while this bond is in effect for the
supplying of transportation subject t o the ICCTermination Act of 1995 under license issued t o the Principal by the Federal Motor Carrier
Safety Administration, then this obligation shall be void, otherwise t o remain i n full force and effect.
The liability of the Surety shall not be discharged by any payment or succession of payments hereunder, unlessand until such payment
or payments shall amount in the aggregate t o the penalty of the bond, but in no event shall the Surety's obligation hereunder exceed
the amount of said penalty. The Surety agrees to furnish written notice to the Federal Motor Carrier Safety Administration forthwith of all
suits filed, judgements rendered, and payments made by said Surety under this bond.
day of October
,2013
This bond is effective the 1st
, 12:Ol a.m., standard time at the address of the
Principal as stated herein and shall continue in force until terminated as hereinafter provided. The Principal or the Surety may at any time
cancel this bond by written notice t o the Federal Motor Carrier Safety ~dministrationat its office in washington, DC, suih cancellation to
become effective thirty (30) daysafter actual receipt of said notice by the FMCSA on the prescribed Form BMC-36, Notice of Cancellation
Motor Carrier and Broker Surety Bond. The Surety shall not be liable hereunder for the payment of any damages herein before described
which arise as the result of any contracts, agreements, undertakings, or arrangements made by the Principal for the supplying of
transportation after the termination of this bond as herein provided, but such termination shall not affect the liability of thesurety
hereunder for the payment of any such damages arising as the result of contracts, agreements, or arrangements made by the Principal
for the supplying of transportation prior t o the date such termination becomes effective.
The receipt of this filing by the FMCSA certifies that a Broker Surety Bond has been issued by the company identified above, and that
such company is qualified t o make this filing under Section 387.31 5 of Title 49 of the Code of Federal Regulations.
Falsification of this document can result in criminal penalties prescribed under 18 U.S.C. 1001
FORM BMG84 Page 1of 2
FORM EM084 Rev~sed09/26/2013
OMB No.: 2126-0017
day of November
IN WITNESS WHEREOF, the said Principal and Surety have executed this instrument on the20th
PRINCIPAL
,2013
,
SURETY
Brock, LLC
Navigators Insurance Company
COMPANY NAME
COMPANY NAME
4374 Contractors Common, Ste A
Livermore
400 Atlantic Street, 8th Floor
Stamford
STREET ADDRESS
CITY
STREET ADDRESS
CITY
California
94551
925-371-2184
Connecticut
06901
847-285-9000
STATE
ZIP CODE
TELEPHONE NUMBER
STATE
ZIP CODE
TELEPHONE NUMBER
Christooher R. O'Brien. Member Manaaer
Michelle E. Lucaccioni
-
(type orprint Principal officer> name and title)
cnIuw
(Principal o f i s r j signature)
Adam Green
Philio DiChiara
(type orprint witness2 name)
(type orprint witness2 nume)
/&.-
(witness's siFnature)
FORM BMC-84 Page 2 of 2