CARRIER ONBOARDING PACKET - Torch Home ONBOARDING... · 2020-06-07 · CARRIER ONBOARDING PACKET ....

TORCH | 406 NORTH ABERDEEN | CHICAGO, IL 60642

CARRIER ONBOARDING PACKET


Introduction

Dear Potential Vendor,

Thanks for your interest in partnering with Torch. We’re on a mission to connect high-volume shippers with the best carriers in the market while eliminating waste from the logistics process. We add value to both our shippers and carriers by:

• Exclusively working with high volume, high quality shippers, and connecting them with very small carriers • Through a series of integrations, we aggregate capacity data to assemble virtual fleets • Virtual fleets, made of owner-operators and small fleets, create consistent capacity with incredible service

Our team helped start several of the most successful 3pl's, so we are very familiar and experienced with your needs.

To become an Approved Carrier, you must complete the below steps. You can provide these documents either by emailing them to [email protected], If you need assistance with providing these documents, you can call 312-598-8700.

PLEASE PROVIDE:

1. Proof of Insurance 2. Completed and signed W-9 3. Copy of Operating Authority DOT and MC# ○ Include the exact name, doing business as name (if any),

and Federal ID number or SSN that will appear on your tax return. 4. Torch Safety Profile, completed and signed

Thank you, and welcome to Torch

Abtin Hamidi CEO | Torch Torch3pl.com


Company Information:

Legal Name: Torch Logistics, LLC State of Incorporation: Delaware

EIN: 83-4431272 SCAC Code: TOHL MC#:775132 US DOT#: 2275729

Mailing & physical address:

TORCH 406 NORTH ABERDEEN CHICAGO IL, 60642 Contact: Abtin Hamidi- CEO Matt Bonanno- Vice President Phone:312-598-8700 (24/7) Fax: 312-598-8704 [email protected] torch3pl.com Registered Agent: Delaware Corporate Headquarters LLC 8 The Green STE A Dover, DE 19901 T: 302-288-0670 E: [email protected] W: www.delawareregisteredagent.com Trade/Credit References:

One Holdings Company David Gamperl (312) 933-0050 406 N Aberdeen, Chicago IL 60642

BamFi LLC Sam Powers 1-800-BAM 3475 Piedmont Rd. NE Suite #975 Atlanta, GA 30305

Becker Logistics Jim Becker (630) 529-0700

2198 Gladstone Ct, Glendale Heights, IL 60139

Cargo Chief Russell Jones (650) 265-6100 10 Rollins Rd #202, Millbrae, CA 94030


Form W-9(Rev. October 2018)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

a Go to www.irs.gov/FormW9 for instructions and the latest information.

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

Pri

nt o

r ty

pe.

See

Spe

cific

Inst

ruct

ions

on

page

3.

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 of the person whose name is entered on line 1. 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) a Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

Other (see instructions) a

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.) See instructions.

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 instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester 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); and2. 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 Revenue

Service (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 am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and4. 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 for Part II, later.

Sign Here

Signature of U.S. person a Date a

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

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, later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)

TORCH LOGISTICS, LLC

� C

406 NORTH ABERDEEN

CHICAGO, IL 60642

8 3 4 4 3 1 2 7 2


ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDL SUBRLTR INSD WVD

PRODUCER CONTACTNAME:

FAXPHONE(A/C, No):(A/C, No, Ext):

E-MAILADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE

EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence)

MED EXP (Any one person) $

PERSONAL & ADV INJURY $

GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT

OTHER: $COMBINED SINGLE LIMIT

$(Ea accident)ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED

BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIRED NON-OWNED PROPERTY DAMAGE

$AUTOS ONLY AUTOS ONLY (Per accident)

$

OCCUR EACH OCCURRENCECLAIMS-MADE AGGREGATE $

DED RETENTION $PER OTH-STATUTE ER

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE $If yes, describe under

E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below

INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY

Y / NN / A

(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION

© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

$

$

$

$

$

The ACORD name and logo are registered marks of ACORD

5/20/2019

(877) 668-1704 (866) 553-6202

32727

Torch Logistics LLC406 N AberdeenChicago, IL 60642

1,000,000ARPQN05202019 5/20/2019 5/20/2020

*FBCAL

A Contingent cargo RPQN05202019 5/20/2019 ded $5000 100,000

*Freight Broker Contingent Auto Liability

Torch Logistics LLC406 N AberdeenChicago, IL 60642

TORCLOG-01 MSMITH

Reliance Partners - Chattanooga325 Market StreetSuite 205Chattanooga, TN 37402

[email protected]

Lloyds of London

5/20/2020

X


Phone: 1-800-BAM-4031 www.bamIL.com Fax: 678-550-9793

BAMIL��//& 3475 Piedmont Rd. NE

Suite #975 Atlanta, GA 30305

To whom it may concern:

This letter is to inform you that as of 0D\��WK��,�7RUFK�/RJLVWLFV�//&��D�'HODZDUH�OLPLWHG�OLDELOLW\�FRPSDQ\�(the “Borrower”) has�entered a�lending�agreement with BAM Capital, LLC, a Georgia limited liability company (“Lender”).

Effective as of this date, all the accounts receivable for 7RUFK�/RJLVWLFV�//&�have been collaterally assigned to Lender. The Security Interest�is�governed�by the United States Uniform Commercial Code (the “Code”). The Code permits us to collect the accounts receivable from Borrower’s customers, ensuring that all Borrower’s vendors will be paid.

BAM Capital, LLC. is backed by a $35 million dollar revolving line of credit from Wells Fargo Capital Finance. Capital Finance is a division of Wells Fargo & Company (NYSE: WFC), a diversified financial services company with $1.9 trillion in assets. For more information on Wells Fargo Capital Finance, please visit their website at https://wellsfargocapitalfinance.com.


&(57,),&$7(�2)�67$1'$5'�&$55,(5�$/3+$�&2'(��6&$&��$66,*10(17

7KLV�$OSKD�&RGH�ZLOO�DSSO\�RQO\�WR�WKH�FRPSDQ\�QDPH�VKRZQ�DERYH�WKURXJK�-XQH��$SSUR[LPDWHO\�WZR�PRQWKV�SULRU�WR�H[SLUDWLRQ�RI�WKLV�6&$&��10)7$�ZLOO�SURYLGH�DQ�LQYRLFH�IRU�UHQHZDO�ZKLFK�PXVW�EH�SURPSWO\�UHWXUQHG�WRJHWKHU�ZLWK�SD\PHQW�WR�HQVXUH�LWV�FRQWLQXHG�YDOLGLW\��6KRXOG�WKH�FRPSDQ\�QDPH��DGGUHVV�RU�FRQWDFW�LQIRUPDWLRQ�QHHG�DQ�XSGDWH��SOHDVH�QRWLI\�WKH�1DWLRQDO�0RWRU�)UHLJKW�$VVRFLDWLRQ��,QF��DW�FXVWRPHUVHUYLFH#QPIWD�RUJ�

,I�\RX�SDUWLFLSDWH�LQ�WKH�&XVWRPV��%RUGHU�3URWHFWLRQ��&%3��$&(�SURJUDP�DQG�\RX�KDYH�DQ\�LVVXH�ZLWK�$&(�DQG�\RXU�6&$&��SOHDVH�FRQWDFW�&%3�DW�WKH�IROORZLQJ�DGGUHVV�

$066&$&#FES�GKV�JRY&XVWRPV�DQG�%RUGHU�3URWHFWLRQ$WWHQWLRQ��6&$&�%HDXUHJDUG��&XEH��$��1��%HDXUHJDUG�6WUHHW$OH[DQGULD��9$��

,I�\RX�ZRXOG�DOVR�OLNH�WR�SDUWLFLSDWH�LQ�WKH�$XWRPDWHG�([SRUW�6\VWHP��$(6��SURJUDP��SOHDH�HPDLO�$066&$&#FES�GKV�JRY�DQG�DVNDHV#FHQVXV�JRY�D�UHTXHVW�WR�HQDEOH�\RXU�6&$&�IRU�$(6��$OO�6&$&V�DUH�DXWRPDWLFDOO\�XSORDGHG�WR�$&(�ZLWKLQ��KRXUV��$OSKD�&RGHV�HQGLQJ�ZLWK�WKH�OHWWHU��8��KDYH�EHHQ�UHVHUYHG�IRU�WKH�LGHQWLILFDWLRQ�RI�IUHLJKW�FRQWDLQHUV��,I�\RXU�$OSKD�&RGH�HQGV�ZLWK�WKH�OHWWHU��8��LW�VKRXOG�EH�XVHG�RQO\�IRU�WKLV�SXUSRVH��$�QRQ�8�HQGLQJ�$OSKD�&RGH�VKRXOG�EH�REWDLQHG�WR�VDWLVI\�RWKHU�UHTXLUHPHQWV�VXFK�DV�FRPSDQ\�LGHQWLILFDWLRQ�IRU�&XVWRPV��(OHFWURQLF�'DWD�,QWHUFKDQJH��IUHLJKW�SD\PHQWV��WDULIIV��HWF�

127,&(��$VVLJQPHQW�RI�WKH�DERYH�OLVWHG�6&$&�LV�XQUHODWHG�WR�SDUWLFLSDWLRQ�LQ�WKH�1DWLRQDO�0RWRU�)UHLJKW�&ODVVLILFDWLRQ��10)&��)XUWKHU��LW�GRHV�QRW�FRQIHU�PHPEHUVKLS�LQ�WKH�1DWLRQDO�0RWRU�)UHLJKW�7UDIILF�$VVRFLDWLRQ��,QF��QRU�DOORZ�XVH�RI�WKH�10)&�LQ�FRQQHFWLRQ�ZLWK�IUHLJKW�UDWHV��)RU�SDUWLFLSDWLRQ�DQG�PHPEHUVKLS�LQIRUPDWLRQ��SOHDVH�FDOO��

��

725&+�/2*,67,&6�//&��1�$%(5'((1�67&+,&$*2��,/��

-XO\��

86�'27�

$%7,1�+$0,',725&+�/2*,67,&6�//&��1�$%(5'((1�67&+,&$*2��,/��

KDV�EHHQ�DVVLJQHG�WR�72+/7KH�6WDQGDUG�&DUULHU�$OSKD�&RGH�RI

0&�

��1RUWK�)DLUID[�6WUHHW��6XLWH��$OH[DQGULD��9$��SK��ID[��ZHE��ZZZ�QPIWD�RUJ��HPDLO��VFDF#QPIWD�RUJ


BROKER-CARRIER AGREEMENT

This Agreement made and intended to be effective this ___ day of __________________, 201__ (“Effective Date”), by and between Torch Logistics, LLC having offices at 406 North Aberdeen, Chicago IL 60642 (“Broker”), and _____________________________________________, having offices at _______________________________________________________________ (“Carrier”), collectively the “Parties”. WHEREAS, Broker is a transportation property broker authorized by the Federal Motor Carrier Safety Administration (FMCSA) under MC# 511639-B to arrange for the transportation of freight; and WHEREAS, Carrier is authorized to operate as a for-hire motor carrier in interstate commerce pursuant to MC___________; DOT____________, or in inter-provincial, and/or intrastate commerce by appropriate State agencies; and WHEREAS, Broker desires from time to time to use the services of Carrier to transport freight for or on behalf of its customers; NOW THEREFORE, in consideration of the terms, conditions and covenants contained herein, Broker and Carrier agree as follows: 1. TERM AND TERMINATION. The term of this Agreement shall be one year from the Effective Date, and if not

terminated, shall automatically renew for successive one-year periods. Either Party may terminate this Agreement on thirty (30) days written notice to the other Party.

2. TRANSPORTATION SERVICES. Broker’s responsibilities under this Agreement shall be limited to arranging for, but not actually performing, transportation of freight. Broker may offer, from time-to-time, on a non-exclusive basis, shipments for Carrier to transport subject to the terms of this Agreement. Carrier warrants that it is authorized by the FMSCA and/or the appropriate governing authority to transport property for hire and to perform its obligations under this Agreement. Carrier shall comply with all applicable federal, state, and local (and if applicable, international and provincial) laws and regulations in performing its obligations under this Agreement. Carrier represents and warrants that Carrier and its drivers are trained and qualified to provide the transportation services contemplated under this Agreement, and that Carrier and its drivers will provide the transportation services in a professional and workmanlike manner consistent with industry standards. Carrier shall provide or make available to Broker, or Broker’s vendor, certain location, position, tracking and other data (including mobile device data), which Broker may use or provide to third parties for the purposes of locating shipments, improving logistics management or as otherwise permitted by law. Carrier must give priority to compliance with all laws and regulations and must not interpret any request, communication or financial penalty from Broker, shipper, consignor or Broker’s customer(s) to authorize Carrier to deviate from any law or regulation applicable to Carrier’s operations as a motor carrier. Any travel directions provided by Broker to Carrier or Carrier’s drivers for the transportation of freight shall be for information or convenience only, and Carrier retains full and exclusive control of all transportation and related services Carrier performs pursuant to this Agreement. Carrier agrees that at all times during the term of this Agreement it shall not have an unsatisfactory, unfit, or analogous safety rating as determined by the FMSCA or any other governing authority with jurisdiction over Carrier’s operations. Carrier must immediately notify Broker of any change or potential change to its authority or safety rating with the FMCSA or any other governing authority with jurisdiction over Carrier’s operations. 3. SHIPPING DOCUMENTS. Shipping documents include scale tickets, delivery receipts, proof of delivery and/or bills of lading. Carrier shall ensure each shipment transported is evidenced by a bill of lading and that the applicable bill of lading contains the name and address of the shipper, the destination address, and consignee name. Carrier acknowledges that an insertion of Broker’s name as the carrier on a bill of lading shall be for convenience only and shall not change Broker’s status as a property broker or Carrier’s status as a motor carrier. Carrier agrees to immediately contact Broker to advise of any inconsistencies between the information contained in any shipping document and any information provided by Broker. Carrier shall be solely responsible for any consequences, including claims for loss, damage or delay, if Carrier fails to contact Broker and obtain instructions regarding any such inconsistencies. Carrier must ensure that any visual damage to freight or discrepancies in count are noted on the original bill of lading, which is to be signed by Carrier’s driver or agent and by shipper or consignor; Carrier must immediately notify Broker of any such notations. Carrier must ensure that the proof of delivery and receipt of freight are noted on the bill of lading. Carrier is responsible for confirming the count and condition of the freight accepted by Carrier’s driver. Carrier is solely responsible for ensuring that cargo is maintained according to any requirements stated on the bill of lading or load confirmation.

4. EQUIPMENT. Carrier shall, at its sole cost and expense, furnish all necessary and appropriate equipment for the performance of its obligations hereunder. Carrier shall ensure the equipment is in good repair, mechanical condition, and appearance, and in compliance with all federal, state and local laws and regulations. Carrier is responsible for providing a clean, dry, odor free, and leak proof trailer for shipments transported under this Agreement. Carrier is prohibited from supplying equipment that has been used to transport waste in any form, regardless of whether a substance is defined in 40 C.F.R. § 261.1 et seq. For hazardous materials shipments, Carrier will comply with all applicable federal, state, and local laws and regulations, including, but not limited to, 49C.F.R. §§ 172.800, 173, 397 et seq. Carrier shall be solely responsible for compliance with all provisions of all


applicable state and federal law, including those regarding over-dimension and overweight loads and air quality and environmental standards including, but not limited to, those of the California Air Resource Board. Carrier shall be liable to Broker and its customer(s), for any penalties, liabilities, or damages arising out of Carrier’s violation of the law. 5. TEMPERATURE-CONTROLLED HANDLING. Carrier shall ensure that any shipments requiring controlled temperature transit are maintained at all times within required temperature ranges and shall otherwise comply with handling instructions provided by the shipper, consignor or consignee (including such instructions that may be passed through to Carrier by Broker). If Carrier is transporting cargo of a type that a reasonable person would understand to require controlled temperature transportation, but is not provided with instructions regarding such service, Carrier shall request such instructions prior to accepting the cargo in question and, if controlled temperature service is declined, shall refrain from transporting the cargo without first obtaining instructions and an express declination in writing from shipper. If Carrier accepts goods and does not determine the temperature of the goods prior to loading, or does not provide proper equipment, or fails to maintain and monitor proper temperature requirements for the shipment form loading, en route and upon unloading, Broker’s customer(s) or consignee may reject, and Carrier shall be liable for, the load as a total loss, without any salvage obligation or credit to Carrier. 6. FOOD AND FOOD-RELATED GOODS. With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, and regardless of whether such FDA regulations apply to Carrier, Carrier shall be responsible for the safety and sufficiency of all items used in the transportation of the goods, including all vehicles and Transportation Equipment, as defined in such regulations. Carrier is responsible for all sanitary conditions during transport. Carrier must confirm that vehicle and Transportation Equipment is in appropriate physical condition to transport the good tendered, and any such Transportation Equipment must be dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from evidence of prior cargo that could render the shipment unsafe. Carrier’s compliance with all federal, state, and local laws and regulations shall include compliance with 21 U.S.C. § 301 et seq. and 49 U.S.C. § 5701. Carrier shall comply with handling instructions provided by the shipper, consignor or consignee (including such instructions that may be passed through to Carrier by Broker). Carrier agrees that any food or food-grade products that have been transported or offered for transport under conditions that are not in compliance with the load handling instructions, as provided to Carrier, may be considered “adulterated” within the meaning of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 342(i), and its implementing regulations. Carrier understands and agrees that adulterated shipments may be refused by the consignee or receiver. Carrier shall bear sole risk of rejection of cargo arising from or related to broken seals or failure to comply with load handling instructions. 7. RATES. Any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where Carrier has billed the agreed rate and Broker has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated here by this reference. Rates or charges, including but not limit to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, tariff rates, released rates or values, or tariff rules or circulars, shall only be valid when their terms are specifically agreed to in writing and signed by both Parties. 8. PAYMENT. Carrier agrees that Broker is the sole party responsible for payment of its invoices and that, under no circumstances, will Carrier seek payment from the shipper, consignee and Broker’s customer(s). Carrier waives any right under any federal, state, or local law to collect freight charges or other amounts from shipper, consignee, and Broker’s customer(s). Broker agrees to pay Carrier within thirty (30) days of receipt of the shipping documents from Carrier, regardless of any failure of payment by Broker’s customer. Broker reserves the right to offset any amounts due to Broker or Broker’s customer. The foregoing notwithstanding, Broker has no obligation to pay Carrier prior to receipt of invoice and shipping documents, including proof of delivery. Broker shall not be liable for any payment with respect to services for which Carrier has failed to provide both an invoice and supporting documentation, including proof of delivery, to Broker within one-hundred and eighty (180) days after the shipment date. Broker is permitted to withhold payment for any breach or potential breach of this Agreement. Carrier waives all liens and agrees not to hold or delay freight based on any disputes against Broker, Broker’s customer(s), any shipper or any consignee. If Carrier wishes to have invoices paid to a factoring company, Carrier must provide notification pursuant to Section 21 of this Agreement. Carrier waives and releases Broker from any claim arising out of the use of, or issuance of payment to, a factoring company. Carrier and any affiliates of Carrier (including factoring companies) may not report open invoices to credit bureaus. Carrier may not report past due invoices to credit bureaus if any payment disputes with Broker arise out of an alleged breach by Carrier of this Agreement. 9. SUB-CONTRACT PROHIBITION. Carrier agrees that all freight shall be transported on equipment operated only under the motor carrier authority of Carrier, even if Carrier hires or contracts with an owner-operator. Carrier shall 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 Broker. If Carrier breaches this provision, Carrier shall remain directly liable to Broker as if Carrier transported such freight under its own authority, and shall further hold harmless and indemnify Broker and Broker’s customer from any Claims (as defined below), arising out of or in any way related to the use of any subcontractor in violation of this provision regardless of whether arising from the conduct or omissions of Carrier, the subcontractor, or any other third party; provided, however, that Carrier’s obligations under this paragraph will not apply to the prorated extent that any Claim is directly and proximately caused by the negligence or willful misconduct of the party to be indemnified, defended, or held harmless. The obligation to defend shall


include all costs of defense as they accrue, including reasonable attorney’s fees. If Carrier in any manner sub-contracts, brokers, or otherwise arranges for freight to be transported by a third party, in addition to any other rights and remedies available to Broker, Broker may, in its sole discretion, pay the underlying carrier directly, and Broker shall have no further obligation to pay freight charges to Carrier. 10. CLAIMS. Carrier agrees that its liability for cargo loss, damage or delay shall be that of a motor carrier as provided for in 49 U.S.C. § 14706 (the “Carmack Amendment”). Notwithstanding regulations related to the salvage of goods, claims shall be processed pursuant to 49 CFR Part 370.1 et seq. Carrier must resolve any claim within sixty (60) days of receipt; failure to do so shall be deemed an admission by Carrier of liability and a waiver of all defenses on the claim as submitted. Carrier shall be liable for full actual loss of or damage to cargo, and any limitation on this liability contained in any tariff, contract, bill of lading, or other document shall be void and ineffective. Exclusions in Carrier’s insurance coverage shall not relieve Carrier from any liability. Except as provided in this Agreement, neither Party shall be liable to the other for consequential damages without prior written notification. 11. SALVAGE. Carrier waives the right to salvage damaged freight. Carrier further understands and agrees that the shipper or consignee may choose to destroy the goods rather than allowing them to reach the consumer market. Carrier agrees that it shall not sell, otherwise dispose of, or permit the sale, disposal, or salvage of any food, food-grade or food-related goods or any goods bearing any trade name, trademark, logo or service mark without first obtaining the written consent of Broker. 12. SEALED LOADS. When required by Broker, the shipper, or the consignor, or if noted on the bill of lading, Carrier shall secure shipments with a serialized seal and shall ensure that such serialized number appears on the bill of lading. Carrier is solely responsible to maintain any seals until removed by an authorized employee of consignee upon delivery. Except as is required by law enforcement personnel or other authorized government agent, under no circumstances shall Carrier or any of its personnel break any seal without the express consent of Broker. If law enforcement or an authorized government agent breaks the seal, Carrier shall immediately notify Broker and reseal the goods. Carrier is liable for any and all claims, losses, or liabilities arising from or as a result of any unauthorized removal of seal, broken seal, missing seal, tampered seal, or mismatched seal number. 13. INSURANCE. Carrier agrees to maintain at all times insurance coverage with limits not less than the following: General Liability: Auto Liability: Cargo Liability: Worker’s Compensation: Employers’ Liability $1,000,000 $1,000,000/$5,000,000 for Hazardous Materials (if applicable) $100,000 (deductible no more than $10,000) limits as required by applicable state law $500,000 Carrier’s insurance policies shall be primary and shall waive subrogation and contribution against Broker and Broker’s customers. The above insurance policies shall provide that written notice be given to Broker at least thirty (30) days prior to termination or modification. Broker shall be named as a certificate holder on Carrier’s General Liability and Auto Liability policies, and as a loss payee on the Cargo Liability policy as evidenced by an endorsement on the certificates of insurance. Cargo liability coverage shall be broad form, non-form-following coverage. Each policy of insurance maintained by Carrier for insurance required by this Agreement shall be underwritten by an insurer with an A.M. Best rating no less than A-. Upon Broker’s request, Carrier shall provide certificates of insurance and insurance policies within forty-eight hours of request. Carrier’s liability shall not be limited by the amount of insurance required by this Agreement, and Carrier remains fully liable, without limitation, for any loss for which it is otherwise liable by law or by the terms of this Agreement. Carrier has the right to reject any load whose value it believes exceeds its available insurance coverage. Broker and shipper have no duty to inform Carrier of the value of loads transported by Carrier pursuant to this Agreement. 14. INDEMNIFICATION. Without regard to the insurance limits in Section 13, Carrier shall defend, indemnify and hold Broker, Broker’s customer, their respective affiliates, subsidiaries, directors, officers, employees, contractors, and agents (collectively, the “Indemnified Parties”) harmless against any fines, penalties, demands, regulatory actions, citations, claims, lawsuits or damages arising out of or in any way related to the performance or breach of this Agreement by Carrier, its employees or independent contractors working for Carrier (collectively, the “Claims”), including but not limited to, Claims for or related to: personal injury (including death), to any person including Carrier employees, subcontractors, and contractors; property damage, including cargo loss, damage, or delay; provided, however, that Carrier’s obligations under this paragraph will not apply to the prorated extent that any Claim is directly and proximately caused by the negligence or willful misconduct of the party to be indemnified, defended or held harmless. Carrier hereby expressly waives any exclusive remedy defense, including, but not limited to, those available under any workers’ compensation or other occupational accident statutory regime, to the extent necessary to effectuate Carrier’s obligations under this provision. In the event Carrier is obligated to provide a defense hereunder, Carrier shall do so with qualified counsel approved by the Indemnified Party. Carrier shall not settle, compromise, or consent to the entry of any judgment with respect to any Claim without the prior written consent of the Indemnified Party. The obligation to defend shall include payment of all costs of defense as they accrue, including reasonable attorney’s fees.


15. APPLICABILITY. Carrier agrees that the terms and conditions of this Agreement shall apply on all shipments it handles for Broker. In no event shall any terms in a tariff, service guide, or other shipping document maintained by Carrier apply to any services provided under this Agreement. Any terms in any tariff, shipping document or other document that purport to limit Carrier’s liability for any cargo loss shall be ineffective. Carrier expressly waives all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with this Agreement. 16. INDEPENDENT CONTRACTOR. Broker and Carrier agree that neither is an agent for the other and each shall remain at all times independent of the other. Broker does not exercise or retain any control or supervision over Carrier, its operations or employees. Carrier shall, at its sole cost and expense: (a) furnish all equipment necessary or required for the performance of its obligations hereunder; (b) pay all expenses related, in any way, with the use and operation of the equipment; (c) maintain the equipment in good repair, mechanical condition and appearance; and (d) utilize only competent, able and legally licensed personnel. Carrier shall have the full control, and shall be responsible for the acts and omissions, of each of its employees, agents, representatives, contractors, and subcontractors (“Personnel”) used in the performance of services hereunder. Carrier shall perform the services hereunder as an independent contractor; and shall assume complete responsibility for all state and federal taxes, including but not limited to IFTA fuel taxes, assessments, insurance (including but not limited to worker’s compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of its provision or performance of services hereunder. Personnel used by Carrier in the performance of its services are not authorized to, and shall not, represent themselves as agents of Broker or Broker’s Customers. 17. ASSIGNMENT/MODIFICATIONS OF AGREEMENT. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party. No amendment or modification or waiver of the terms of this Agreement shall be binding unless in writing and signed by agents of the Parties with express authority to agree to such terms. 18. SEVERABILITY/SURVIVABILITY. In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. All provisions of this Agreement which by their nature are intended to survive any expiration or termination of this Agreement shall survive, including but not limited to Carrier’s confidentiality, non-solicitation, and indemnification obligations. 19. NONWAIVER. The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. 20. FORCE MAJEURE. Neither Party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the Carrier or Broker, provided that the Party so prevented uses its best efforts to perform under this Agreement and provided further, that such Party provide reasonable notice to the other Party of such inability to perform. 21. NOTICES. Unless the Parties notify each other in writing of a change of address, any and all notices required or permitted to be given under this Agreement shall be in writing (or fax with machine imprint on paper acknowledging successful transmission) and shall be addressed as follows:

BROKER Torch Logistics, LLC Attn: Legal Department 406 North Aberdeen, Chicago IL 60642 E-mail: [email protected] Phone: 312-598-8700 Fax: 312-598-8704

CARRIER ____________________________ Attn: Address E-mail: Phone: Fax:


22. CHOICE OF LAW. This Agreement shall be governed by the laws of the State of Illinois, without regard to conflict of law provisions, except to the extent federal transportation law applies. Any claim or dispute naming Broker as a defendant or co- defendant must be resolved by a state or federal court located in Cook County, Illinois. The Parties agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes. 23. CONFIDENTIALITY. In addition to confidential information protected by law, Carrier agrees that all of Broker’s financial information and that of its customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned by Carrier shall be treated as confidential (collectively, “Confidential Information”). During the term of this Agreement, and for a period of three (3) years thereafter, Carrier shall not disclose or use Confidential Information for any reason other than in the performance of this Agreement without Broker’s prior written consent. In the event of violation of this Confidentiality paragraph, the Carrier agrees that the remedy at law, including monetary damages, may be inadequate and that Broker shall be entitled, in addition to any other remedy it may have, to an injunction restraining the Carrier from further violation of this Agreement in which case Broker shall be entitled to all costs and expenses incurred, including but not limited to reasonable attorney’s fees. 24. NON-SOLICITATION. During the term of this Agreement, and for a period of twelve (12) months thereafter, Carrier shall not solicit for employment any employee or agent of Broker, and shall not solicit traffic from any shipper, consignee, or customer of Broker where (1) the availability of such traffic first became known to Carrier as a result of Broker’s efforts; (2) the availability of such traffic became known to Carrier as a result of hiring a Broker employee or agent; or (3) where the traffic was first tendered to Carrier by Broker. If the Carrier breaches this provision of this Agreement, Broker shall be entitled—as reasonable liquidated damages and not as a penalty—to a commission of twenty-five percent (25%) of the gross revenue from such traffic to Carrier for a period of fifteen (15) months. Carrier also agrees that the breach of this provision entitles Broker, in addition to any other remedy Broker may have, to seek an injunction against Carrier, at Broker’s option. 25. BROKER’S RECORDS. To the extent allowable under applicable state and federal law, Carrier hereby waives its right to obtain copies of Broker’s records as provided for under 49 C.F.R. Part 371. Notwithstanding the foregoing, to the extent that Carrier obtains records set forth in 49 C.F.R. § 371.3 by any means whatsoever, Carrier agrees to refrain from utilizing such records in negotiating for the provision of services with any third party, including existing customers of Broker. Carrier further agrees and understands that all such records comprise Broker’s confidential information and trade-secrets. Nothing in this section is intended to relieve Carrier of any other obligations imposed upon it by this Agreement, or to limit any rights of Broker to enforce such obligations. 26. ENTIRE AGREEMENT. This Agreement, including all Appendices and Addenda, constitutes the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. By agreeing to the terms of this Agreement, Carrier also agrees to be bound by Broker’s policies set forth at https://www.torch3pl.com/carriert&c.html, as amended from time to time, which are incorporated by reference. The recitals stated above are a part of and incorporated into this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their respective names by their fully- authorized representative as of the date first written.

BROKER Torch Logistics, LLC. Signed:_____________________ Print:_________________________ Title:___________________________

CARRIER Signed:_____________________ Print:_________________________ Title:___________________________

CARRIER ONBOARDING PACKET - Torch Home ONBOARDING... · 2020-06-07 · CARRIER ONBOARDING PACKET ....

Documents

Transcript of CARRIER ONBOARDING PACKET - Torch Home ONBOARDING... · 2020-06-07 · CARRIER ONBOARDING PACKET ....