Lumos Solar Broker Carrier Terms and Conditions


These Terms and Conditions (“Terms and Conditions” or “Agreement”) are applicable to the

services performed by a motor carrier (“CARRIER”) and undertaken on behalf of Lumos

Solar Brokerage. (hereafter “BROKER”). These Terms and Conditions supersede all

previous conditions of transportation and other prior statements concerning the rates and

conditions of CARRIER’S services. These Terms and Conditions control in the event of any

discrepancy or conflict between these Terms and Conditions and those of CARRIER, unless

changes have been made by obtaining prior written approval by an Officer of CARRIER.

CARRIER reserves the right from time to time to modify, amend or supplement these Terms

and Conditions without notice. Copies of CARRIER’s most recent terms and conditions are

available upon request. CARRIER’s terms and conditions in effect on the date of shipment

shall apply. BROKER and CARRIER are collectively, the “Parties”.

Pursuant to the terms of these Terms and Conditions, BROKER, a duly licensed and

authorized load or freight broker of goods, agrees to engage CARRIER’s services by the

provision of a Broker Tender to carry third party goods. By accepting a Broker Tender,

CARRIER accepts all terms set forth herein. BROKER is not obligated to request services

from CARRIER and CARRIER is not obligated to accept requests for services, but this

Agreement shall control and govern all such services tendered by BROKER and accepted



A. Is a duly Registered or authorized Motor Carrier of Property authorized to provide

transportation of property under contracts with shippers and receivers and/or brokers of

general commodities.

B. Shall transport the property, under its own operating authority and subject to the terms of

this Agreement;

C. Makes the representations herein for the purpose of inducing BROKER to enter into this


D. Agrees that a Shipper’s insertion of BROKER’s name as the carrier on a bill of lading

shall be for the Shipper’s convenience only and shall not change BROKER’s status as a

property broker nor CARRIER’s status as a motor carrier. BROKER is not a motor carrier

and assumes no motor carrier responsibility for cargo loss and damage.

E. Will not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation

of shipments hereunder to any other persons or entity conducting business under a different

operating authority, without prior written consent of BROKER. If CARRIER breaches this

provision, among all other remedies (whether at equity or in law), BROKER shall have the

right of paying the monies it owes CARRIER directly to the delivering carrier, in lieu of

payment to CARRIER. Upon BROKER’s payment to delivering carrier, CARRIER shall not

be released from any liability to BROKER under this Agreement or otherwise, including any

claims under MAP-21 (49 U.S.C. § 13901 et seq.). In addition to the indemnity obligation in

Par 1.H, CARRIER will be liable for consequential damages for violation of this provision.

F. (i) Is in, and shall maintain compliance during the term of this Agreement, with all

applicable federal, state, provincial and local laws relating to the provision of its services

including, but not limited to: transportation of Hazardous Materials (including the licensing

and training of Haz-Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173, and §397

et seq. and/or of Dangerous Goods (as defined by and pursuant to applicable Canadian

law) to the extent that any shipments hereunder constitute Hazardous Materials or

Dangerous Goods as the case may be; owner/operator lease regulations; loading and

securement of freight regulations; customs regulations; implementation and maintenance of

driver safety regulations including, but not limited to, hiring, controlled substances and

alcohol testing, and hours of service regulations; sanitation, temperature, and contamination

requirements for transporting food, perishable, and other products, including without

limitation the Food Safety Modernization Act, the Sanitary Food Transportation Act of 2005

and the FDA’s Final Rule pertaining to Sanitary Transportation of Human and Animal Food,

qualification and licensing and training of drivers; implementation and maintenance of

equipment safety regulations; maintenance and control of the means and method of

transportation including, but not limited to, performance of its drivers; all applicable

insurance laws and regulations including but not limited to workers’ compensation.

CARRIER agrees to provide proof of compliance upon request.

(ii) Is solely responsible for any and all management, governing, discipline, direction and

control of its employees, owner/operators, and equipment with respect to operating within

all applicable federal, and state and provincial legal and regulatory requirements to ensure

the safe operation of CARRIERS vehicles, drivers and facilities. CARRIER and BROKER

agree that safe and legal operation of the CARRIER and its drivers shall completely and

without question govern and supersede any service requests, demands, preferences,

instructions, and information from BROKER or BROKER’s customer with respect to any

shipment at any time.

G. Will notify BROKER immediately if any operating authority is revoked, suspended or

rendered inactive for any reason; and/or if it is sold, or if there is a change in control of

ownership, and/or any insurance required hereunder is threatened to be or is terminated,

canceled, suspended, or revoked for any reason.













NEGLIGENT OR AT FAULT. The obligation to defend shall include all attorney fees, expert

witness fees, and all other costs of defense as they accrue. Broker’s Affiliates, shippers,

customers, and consignees are intended third party beneficiaries. Broker shall have the

unconditional right to settle claims

referenced in this indemnification paragraph and seek defense and/or indemnity from

CARRIER. Broker shall also have the right to select its own counsel. The aforementioned

obligations shall survive the expiration or earlier termination of this Agreement.

I. Does not have an “Unsatisfactory” or “Conditional” safety rating issued by the Federal

Motor Carrier Safety Administration (FMCSA), U.S. Department of Transportation, and/or

any relevant Canadian federal or provincial agency and will notify BROKER in writing

immediately if its safety rating is changed to “Unsatisfactory” or “Conditional”.

J. Authorizes BROKER to invoice CARRIER’s freight charges to shipper, consignee, or third

parties responsible for payment.

K. Has investigated, monitors, and agrees to conduct business hereunder based on the

credit-worthiness of BROKER and is granting BROKER credit terms accordingly.

L. To the extent any Goods are transported within the State of California, CARRIER

warrants that:

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 (ARB) Heavy-Duty Vehicle Greenhouse

Gas (Tractor-Trailer GHG) Emission Reduction Regulations.

All refrigerated equipment it operates within California under this Agreement is in full

compliance with the California ARB Transportation Refrigeration Unit (TRU) Airborne Toxic

Control Measure (ATCM) in-use regulations.

All TRUs it operates within California are registered in ARB’s Equipment Registration

(ARBER) system; a copy of either the ARBER certification for each TRU or evidence of

CARRIER’s inclusion on ARBER’s 100 Percent Compliance List are attached to this


CARRIER shall be liable to BROKER or its customers for any penalties or any other liability

imposed on or assumed by BROKER or is customers due to penalties imposed by the State

of California because of CARRIER’s use of non-compliant equipment.

M. For each vehicle used to perform Services, CARRIER will have on-board an Electronic

Logging Device (“ELD”) from a provider listed on the FMCSA’s ELD Registry and will notify

BROKER if the ELD malfunctions during provision of Services. CARRIER agrees that all

shipments will be transported and delivered with reasonable dispatch, or as otherwise

agreed in writing. CARRIER shall not violate any law, rule, or regulation pertaining to

highway or motor vehicle safety in order to make timely delivery of a shipment. Nothing in

this Agreement shall be interpreted as requiring a driver to perform Services within a certain

time or to violate applicable Hours of Service Regulations. CARRIER certifies that it will

assign drivers to perform the Services only if such drivers have sufficient time remaining

under applicable Hours of Services Regulations to complete the duties assigned by


N. CARRIER warrants that (1) it is not in violation of the California Labor Code and (2) is not

on the current list of Port Drayage Motor Carriers with Unsatisfied Court Judgments,

Tax-Assessments, or Tax Liens as may be applicable.


A. SHIPMENTS, BILLING & RATES. BROKER shall inform CARRIER of (i) place of origin

and destination of all shipments; and (ii) if applicable, any special shipping and handling

instructions, special equipment requirements, or value of shipments in excess of the amount

specified in Par. 3C(vi) below, of which BROKER has been timely notified. BROKER will

advise CARRIER of the foregoing by means of a Broker Tender or other like means.

B. BROKER shall conduct all billing services to shippers. CARRIER shall invoice BROKER

for CARRIER’S charges, as mutually agreed in writing, by fax, or by electronic means,

contained in BROKER’S Load Confirmation Sheet(s) incorporated herein by this reference.

Additional rates for truckload or LTL shipments, or modifications or amendments of the

above rates, or additional rates, may be established to meet changing market conditions,

shipper requirements, BROKER requirements, and/or specific shipping schedules as

mutually agreed upon, and shall be confirmed in writing (or by fax) by both Parties. Any

such additional, modified, or amended rates, changes in rates shall automatically be

incorporated herein by this reference. BROKER, its affiliates, and its customers shall have

the right to offset any claims or damages with pending amounts owed to CARRIER,

including amounts CARRIER assigns, delegates, or otherwise transfers to a third party,

including, but not limited to, factoring companies and other collections-service companies.

Such offset rights shall apply between BROKER, BROKER’S affiliates, and BROKER’S

customers so that any of the aforementioned entities may withhold money owed to

CARRIER and tender to another of the aforementioned entities; in which case, any claim by

CARRIER shall be made solely against the entity receiving the offset. If BROKER,

BROKER’S affiliates, or their customers exercise a right to offset, then CARRIER must

submit written notice of any disputes within 10 days of any such withholding or offsetting.

CARRIER’S written notice must contain sufficient information to investigate the offset.

CARRIER must submit such written dispute within 10 days of the date of the offset or

withholding. Any offset or withholding not disputed within 10 days is deemed to be correct.

In addition to BROKER’S right to offset against amounts BROKER owes CARRIER, in the

event CARRIER fails to pay damages, claims, or other expenses related CARRIER’S

services or claimed against CARRIER, (1) CARRIER shall be required to provide BROKER

advanced notice of all future transportation services that CARRIER provides to other

parties, until the damages, claims, or other expenses have been repaid, (2) CARRIER shall

be required to submit all of CARRIER’S (a) invoices for freight charges to BROKER with

supporting documentation so that BROKER may invoice CARRIER’S customer, until the

damages, claims, or other expenses have been repaid, (b) bank records, and (c) corporate

documents (3) CARRIER assigns to BROKER the right to collect payment for CARRIER’S

services or any other amounts owed to CARRIER (including, but not limited to, third party

liability claims for amounts owed to CARRIER) and apply the payment to the amounts

CARRIER owes BROKER (including attorney fees), and CARRIER will not submit any

invoices to other customers but shall submit all invoices to BROKER (4) CARRIER grants to

BROKER a lien in the charges for such services and amounts owed, and (5) CARRIER

shall hold harmless BROKER for enforcing these terms.

C. RATES. Additionally, any rates, which may be verbally agreed upon, shall be deemed

confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it.

All written confirmations of rates, including confirmations by billing and payment, shall be

incorporated herein by this reference. Rates or charges, including but not limited to

stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges,

tariff rates, released rates or values, or tariff rules or circulars, shall only be valid when their

terms are specifically agreed to in a writing signed by both Parties.


i. CARRIER agrees that BROKER is the party that will pay CARRIER for services provided

that are due, and for which CARRIER is in compliance with this agreement, that CARRIER

shall have no right or claim against any shipper or any consignor or consignee or any other

party other than the BROKER for any of its charges, and that, under no circumstance, will

CARRIER seek payment from, or bring suit against, the shipper, the consignee, or other

intermediary unless BROKER gives express written consent to CARRIER prior to any

attempt by CARRIER to seek payment from, or bring suit against, such party. CARRIER

shall be liable for any attorney fees or consequential damages incurred by BROKER,

BROKER’S Customer, the shipper, the consignor, or the consignee as a result of

CARRIER’S breach of this provision of this Agreement.

ii. CARRIER hereby authorizes BROKER to deduct from any amount due to CARRIER

pursuant to this Agreement or any other agreement between the parties, any amount which

may be payable as a result of cargo damage or other claim by CARRIER to BROKER,

BROKER’S customer, or the shipper, and any amount for which BROKER may become

liable to third parties by reason of CARRIER’S actions or omission, performance, or failure

to perform CARRIER’S obligations under this Agreement, BROKER may withhold from any

payment due, without liability for interest because of such withholding, an amount sufficient

to cover such claim.

E. BOND. BROKER shall maintain a surety bond /trust fund as required by the Federal

Motor Carrier Safety Administration (FMCSA) in the form and amount required by that

agency’s regulations.

F. BROKER will notify CARRIER immediately if any federal Operating Authority is revoked,

suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in

control of ownership, and/or any insurance required hereunder is threatened to be or is

terminated, cancelled, suspended, or revoked for any reason.

G. BROKER’s responsibility is limited to arranging for, but not actually performing,

transportation of a shipper’s freight.


A. COMPLIANCE WITH LAWS. CARRIER must provide Services in a safe and prudent

manner and in compliance with all applicable federal, provincial, state and local statutes,

ordinances, rules, and regulations, including, but not limited to those pertaining to the

proper qualification, screening, and licensing of drivers; hours of service; maintenance and

safe operation

of equipment; transportation and handling of Hazard Materials (49 C.F.R. §§ 172.800, 173

and 397, et seq.) (“HAZMAT”) and any applicable Canadian laws concerning the haulage of

Dangerous Goods; security; owner-operator leases; loading and securement of freight;

controlled substance and alcohol use testing; insurance and workers’ compensation

requirements; the safe and secure transportation of food that will ultimately be consumed by

humans or animals, including the Food Safety Modernization Act (21 U.S.C. § 2201, et

seq.), the Food, Drug and Cosmetic Act (21 U.S.C. § 341, et seq.) (“FD&C Act”), the

Sanitary Food Transportation Act (49 USC 5701 et seq.), and the U.S. Food and Drug

Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21

C.F.R. § 1.900 et seq.), and applicable Canadian statutes and regulations (collectively the

“Food Safety Laws”) as applicable. CARRIER agrees that food that has been transported or

offered for transport under conditions that are not in compliance with the shipper’s

instructions as provided to CARRIER by the shipper, through BROKER or otherwise, may

be considered “adulterated” within the meaning of the Federal Food, Drug and Cosmetic

Act, 21 U.S.C. §§ 342(a)(i)(4), 342(i). CARRIER understands that adulterated shipments

may be refused by the consignee or receiver upon their tender for delivery. CARRIER must

comply with its legal obligations concerning the safe and secure transportation of of goods

and CARRIER will notify BROKER promptly by telephone of any accident, theft or other

occurrence that impairs the safety of, or delays the delivery of, shipments subject to this


B. Regardless of the place of origin of a shipment, the provisions in sub-sections 3C and 3D

below shall govern carrier liability for freight loss, damage or delay. In the event there is a

conflict between those provisions and any carriage terms and conditions deemed applicable

by the laws of a place of origin, the former shall govern to the extent of any such

inconsistency as permitted by law.

C. BILLS OF LADING. CARRIER shall issue a bill of lading, in compliance with governing

law(s) at the place of origin, including without limitation 49 C.F.R. §373.101 (and any

amendments thereto) to the extent applicable, for the property it receives for transportation

under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully

responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s)

is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or

delivered to CARRIER, and which responsibility/liability shall continue until delivery of the

shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any

terms of the bill of lading (including but not limited to payment and credit terms, released

rates or released value and/or any bill of lading terms as may be deemed applicable under

applicable law) inconsistent with the terms of this Agreement shall be ineffective. Failure to

issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by

CARRIER, shall not affect the liability of CARRIER.


(i) Except as otherwise provided herein, CARRIER shall comply with 49 C.F.R. §370.1 et

seq. and any amendments and/or any other applicable regulations as may be applicable

adopted by the Federal Motor Carrier Safety Administration, U.S. Department of

Transportation, or any applicable federal, provincial, or state regulatory agency, for

processing all loss and damage claims and salvage. CARRIER agrees that food that has

been transported or

offered for transport under conditions that are not in compliance with Shipper’s or

BROKER’S instructions, as provided to CARRIER by Shipper or BROKER, will be

presumed to be “adulterated” subject to the application of and within the meaning of the

Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 342 (i). CARRIER understands and

agrees that adulterated shipments may be refused by the consignee or receiver, at

destination without diminishing or affecting CARRIER’S liability in the event of a cargo

claim. CARRIER shall not sell, salvage or attempt to sell or salvage any goods without the

BROKER’s express written permission; and

(ii) Regardless of the place of origin of a shipment (whether in the United States or Canada)

CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be for the full

invoice value of goods affected as determined at the time and place of destination as

prescribed by the Carmack Amendment, 49 U.S.C. §14706. Where the Carmack

Amendment is not otherwise applicable by its own terms, the same is incorporated by


(iii) Special Damages: CARRIER’s indemnification liability for freight loss and damage

claims shall include legal fees which shall constitute special damages, the risk of which is

expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER

herein. To the extent that any provision herein (including, but not limited to, this provision

allowing BROKER, BROKER’s Affiliates, the shipper, and BROKER’s customers to recover

attorney fees) conflicts with the Carmack Amendment, 49, U.S.C. §14706, or Part (b),

Subtitle IV, of Title 49 U.S.C., or their successor statutes and regulations, CARRIER

expressly waives the protections of the Carmack Amendment and Part (b), Subtitle IV, of

Title 49 U.S.C.

(iv) Claims for loss or damage to freight must be filed in writing on CARRIER within 9

months from date of delivery, or scheduled date of delivery for non-delivered shipments.

Where there is no there is no scheduled date for delivery claim to be filed in writing within 9

months after a reasonable time has elapsed for delivery.

(v) Notwithstanding the terms of 49 CFR 370.9 as may be applicable, CARRIER shall pay,

decline or make settlement offer in writing on all cargo loss or damage claims within thirty

days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within

this thirty day period shall be deemed admission by CARRIER of full liability for the amount

claimed and a material breach of this Agreement.

E. INSURANCE. CARRIER shall furnish BROKER with Certificate(s) of Insurance, or

insurance policies subject to the following minimum limits: General liability $1,000,000.00;

motor vehicle (including hired and non-owned vehicles) $1,000,000.00, ($5,000,000,

including environmental damages due to release or discharge of hazardous substances, if

transporting dangerous goods or hazardous materials); cargo damage/loss, $250,000.00;

workers’ compensation with limits required by law. Except for the higher coverage limits that

may be specified above, the insurance policies shall comply with minimum requirements of

the Federal Motor Carrier Safety Administration and any other applicable regulatory state or

provincial agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER’s

liability due to any policy limits or exclusion or deductible in any insurance policy.

F. ASSIGNMENT OF RIGHTS. CARRIER automatically assigns to BROKER all its rights to

collect freight charges from Shipper or any responsible third party.

G. CARRIER assumes full responsibility and liability for payment of the following items: All

applicable federal, state, provincial and local payroll taxes, taxes for unemployment

insurance, old age pensions, workers’ compensation, social security, with respect to

persons engaged in the performance of its transportation services hereunder. BROKER

shall not be liable for any of the payroll-related tax obligations specified above and

CARRIER shall indemnify, defend, and hold BROKER harmless from any claim or liability

imposed or asserted against BROKER for any such obligations.

H. Perishables, food products, and produce.

i. Carrier shall set the temperature setting to continuous (not on/off) for all reefer loads,

unless otherwise directed by Broker or Shipper in writing. Carrier shall comply with all of

Broker’s and Shipper’s instructions as to temperature and transportation requirements,

including, but not limited to continuous temperature setting. In the event there is a

discrepancy between Broker’s and Shipper’s instructions (for perishables, food products,

produce, or any other cargo), Carrier shall notify Broker immediately and shall not transport

the property until Broker has advised Carrier of the appropriate instructions. In the event

Carrier fails to comply with the terms of the Section and the cargo is lost, damaged, or

otherwise rejected for any reason, Carrier shall be liable for the full value of the load.

ii. 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. Carrier shall have a temperature recorder in the trailer and logs of

temperature during the entirety of transportation

iii. Carrier shall pulp all product during loading and ensure the temperature matches the bill

of lading and/or rate confirmation. Any discrepancy must be reported to Broker immediately

and Broker must approve transportation of shipment prior to Carrier transporting the cargo.

iv. Carrier will verify that the equipment is suitable for the transportation of produce, food,

dairy & milk products for human or animal consumption, as well as for other perishables,

and will comply with all applicable laws and regulations, including maintenance of permits

and record keeping requirements, for food, dairy & milk transporters. Carrier warrants that

the Carrier will inspect or hire a service representative to inspect a vehicle’s refrigeration or

heating unit as necessary to prevent unsanitary conditions and reliable operations of

equipment. 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. Each unit will maintain temperature data loggers in good working condition and

provide the temperature readings upon request.

v. Carrier will inspect all empty equipment before loading to determine whether it is in

apparent good condition (i.e., it appears to be sound, roadworthy, clean, odor-free, dry,

leakproof, and free of contamination or infestation) to protect the cargo being transported,

will reject any equipment that is not in apparent good condition, clean, and disinfected, and

will immediately (no later than 60 minutes) inform Broker of its rejection. Carrier

acknowledges that if Carrier fails to inspect the equipment when it has the opportunity to do

so, Carrier assumes liability related to such failure, for damage or loss to product cargo

transported in such equipment.

I. Carriers providing bulk service in cargo tanks or tank vehicles shall only use tanks, hoses,

and pumps that are clean, dry, odor free, and certified to be in such condition by

presentation of a wash certificate when the tank arrives for loading. Broker, shipper, or the

consignor may utilize various inspection techniques prior to loading and reject the trailer at

the Carrier’s expense if it fails to be clean, dry, odor free, or is unaccompanied with a wash

certificate. After loading, Broker or shipper may retain a product sample from the trailer for a

contamination analysis. At any time, upon Broker’s or shipper’s request, Carrier shall

present to Broker or shipper the prior 3 products loaded in the trailer and the wash methods

used to clean it.

J. U.S. Government Shipments. If the Carrier is providing services under this Agreement

pursuant to any bill of lading or shipment procured by a United States Government entity,

agency, or unit, including but not limited to the Department of Defense or any branch of the

U.S. Military, the following additional provisions shall apply:

i. Carrier certifies that they are a Military Surface Deployment and Distribution Command

(SDDC) approved Transportation Service Provider (TSP). Carrier will perform all necessary

steps to maintain its status as an SDDC approved TSP during the pendency of this

Agreement, and is required to inform Broker, in writing, of any termination or lapse of their

status as an approved TSP, or circumstances that jeopardize their status as an approved

TSP. Carrier agrees to comply with and abide by all regulations governing the provision of

transportation services to the U.S. Government, including but not limited to the Military

Freight Traffic Unified Rules Publication-1 (MFTURP-1), Defense Transportation Regulation

(DTR), and the U.S. Federal Bill of Lading Act (BL). Satisfaction of this provision is a

precondition to this Agreement and failure thereof will serve as grounds for Broker to cancel

this Agreement and/or seek any and all recourse available to it against Carrier.

ii. Wage and Hour

a. General: Carrier acknowledges and agrees that this Agreement may be subject to

various special wage and hour requirements with respect to prevailing wages, prevailing

fringe benefits and overtime compensation required by the U.S. Government for its

contracts. Carrier expressly agrees that it is Carrier’s responsibility to ensure that it is in

compliance with these laws and applicable regulations. All such laws and their regulatory

provisions are incorporated herein by reference and are made applicable to this Agreement.

b. SCA Requirements: To the extent Carrier is awarded or performs work procured by the

U.S. Government pursuant to this Agreement (including transportation secured by a Bill of

Lading) in excess of $2,500, it is expressly subject to the Service Contract Act, all pertinent

portions of which are expressly incorporated herein. Pursuant to the Service Contract Act,

Carrier agrees as follows:

i. Carrier is required to pay its “service employees” (as defined in the SCA) performing

services no less than the prevailing wages and fringe benefits outlined in the applicable

Wage Determination, which shall

apply by operation of law to all activities of the Carrier. Carrier is responsible for securing

the prevailing wage applicable to its service employees, and for paying those prevailing

wages and fringe benefits.

ii. Carrier acknowledges and agrees to abide by the SCA accounting and record keeping


iii. Carrier further acknowledges and agrees to abide by the notice requirements under the

SCA, and shall notify each service employee of the minimum monetary wage and any fringe

benefits required to be paid, or shall post the wage determination attached to this contract.

The poster provided by the Department of Labor (Publication WH 1313) shall be posted in a

prominent and accessible place at the work site. Failure to comply with this requirement is a

violation of 41 U.S.C. 6703 and of this Agreement.

iv. Carrier further acknowledges and agrees to abide by the safety and health protection

requirements under the SCA, and to ensure that no part of the services covered under the

SCA will be performed in buildings, surroundings, or under working conditions which are

unsanitary, hazardous, or dangerous to the health and safety of service employees. Carrier

shall comply with the safety and health standards applied under 29 CFR Part 1925.

c. Minimum Wage for Carrier Employees: Carrier shall not pay any person performing work

under this contract (regardless of whether the person is a service employee) less than the

minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of 1938.

Nothing in this clause shall relieve Carrier of any other obligation under law or contract for

payment of a higher wage to any employee.

d. Paid Sick Leave: Carrier acknowledges and agrees to abide by the provisions of

Executive Order 13706, requiring contractors performing services subject to the Service

Contract Act to provide subject service employees with paid sick leave.

e. Cooperation: Carrier agrees to cooperate with the any investigation or inquiry with

respect to compliance with the wage and hour laws. Broker shall have the right to audit

Carrier, demand written documentation and records, interview workers, and otherwise take

any and all steps necessary to determine compliance. Carrier shall timely provide all

information requested and shall take any corrective action required by either the

Government or by the Broker.

f. State Laws: Sometimes state and local wage and hour laws may require payments that

are in excess of federal law, depending on the jurisdiction and the contract terms. Carrier

agrees to perform its own independent investigation of state and local wage and hour laws

and to adopt compensation policies which are in conformance therewith. Carrier further

agrees to comply with all state wage and employments laws.

g. Wage and Hour Disputes: Carrier agrees to comply with all federal, state, and local wage

and hour laws, regulations, orders, and requirements, and to do so at its own expense and

cost. Carrier acknowledges this is its own exclusive responsibility, and Carrier understands

that this is a condition precedent for the

award of this Agreement and any work awarded pursuant to this Agreement.

Noncompliance with any of the requirements of wage and hour laws, regulations orders or

procedures shall not be a basis for any Carrier claim for monies due from the Broker.

h. Breach of Agreement: Carrier agrees to comply with the requirements of any of these

laws, to the extent applicable, and to pay the prevailing or minimum wages, fringe benefits,

and any overtime or other compensation due its workers. Failure to comply with any

material provision of this clause shall be a basis for withholding further payment to Carrier.

Compliance is a condition precedent for payment of any of Carrier’s invoices. Failure to

comply is a breach of this Agreement and shall subject Carrier to liability for any monetary

deficiencies not withheld or offset.

iii. If applicable, Carrier agrees to abide by any and all immigration laws, including but not

limited to the Federal E-Verify requirements.

iv. If applicable, Carrier agrees to abide by Executive Order 11246, as amended and shall

not discriminate in employment decisions on the basis of race, color, religion, sex, sexual

orientation, gender identity or national origin, and to take affirmative action to ensure that

equal opportunity is provided in all aspects of their employment.

v. If applicable, Carrier acknowledges and agrees to abide by the anti-discrimination and

any applicable affirmative action requirements set out in the Vietnam Era Veterans’

Readjustment Assistance Act (VEVRA).

vi. If applicable, Carrier acknowledges and agrees to abide by the requirements of Section

503 of the Rehabilitation Act of 1973, and shall not discriminate against qualified individuals

on the basis of disability, and shall employ an affirmative action plan to promote the

employment of qualified individuals with disabilities.

vii. If applicable, in accordance with 15 USC 637, Carrier shall negotiate or otherwise

engage socially and economically disadvantaged small business vendors for construction

work, services, or the manufacture, supply, assembly of such articles, equipment, supplies,

materials, or parts thereof, or servicing or processing in connection therewith, or such

management services as may be necessary to enable the Administration to perform such

contracts. Provided, however, that Carrier shall perform transportation of all shipments

under Carrier’s motor carrier authority and shall not broker nor engage other motor carriers

or brokers for such shipments.

viii. Carrier and its employees or agents are prohibited from offering or giving a gratuity

(including an entertainment or gift) to an officer, official, or employee of the U.S.

Government with the intent to obtain favorable treatment.

ix. Carrier agrees to comply with the requirements of the Anti-Kickback Act of 1986 (41

U.S.C. Chapter 87, Kickbacks). In transportation contracts with the government

(including those moved by Tender and BOL) in excess of $150,000, the Carrier shall have in

place and follow reasonable procedures designed to prevent and detect violations of the

Kickbacks Statute in its own operations and direct business relationships (e.g., company

ethics rules prohibiting kickbacks by employees, agents, or subcontractors; education

programs for new employees and subcontractors, explaining policies about kickbacks,

related company procedures and the consequences of detection; procurement procedures

to minimize the opportunity for kickbacks; audit procedures designed to detect kickbacks;

periodic surveys of subcontractors to elicit information about kickbacks; procedures to

report kickbacks to law enforcement officials; annual declarations by employees of gifts or

gratuities received from subcontractors; annual employee declarations that they have

violated no company ethics rules; personnel practices that document unethical or illegal

behavior and make such information available to prospective employers.

x. Carrier will comply with 31 USC 1352l, which prohibits a recipient of a Federal contract

from using “appropriated funds” to pay any person for influencing or attempting to influence

an officer or employee of any agency, a Member of Congress, an officer or employee of

Congress, or an employee of a Member of Congress in connection with any covered

Federal actions. 31 USC 1352 also requires offerors to furnish a declaration consisting of

both a certification and a disclosure, with periodic updates of the disclosure after contract


xi. The Carrier shall inform its employees in writing, in the predominant native language of

the workforce, of contractor employee whistleblower rights and protections under 10 U.S.C.

2409. Carrier shall include the substance of this clause in all subcontracts, to the extent

permitted under this Agreement.

xii. Unless an exception is authorized, Carrier shall pass through any motor carrier

fuel-related surcharge adjustments to the person, corporation, or entity that directly bears

the cost of fuel for shipment(s) subject to Section N of this Agreement. Carrier has the sole

responsibility and duty to ensure the FS payment goes to the cost bearer.


















A. INDEPENDENT CONTRACTOR. The relationship of the Parties to each other shall at all

times be that of independent contractors. None of the terms of this Agreement, or any act or

omission of either Party shall be construed for any purpose to express or imply a joint

venture, partnership, principal/agent, fiduciary, or employer/employee relationship between

the Parties. Each Party shall provide sole supervisions and shall have exclusive control over

the actions and operations of its employees, and agents used to perform its services

hereunder. Neither Party has any right to control, discipline or direct the performance of any

employees, or agents of the other Party. Neither Party shall represent to any party that it is

anything other than an independent contractor in its relationship to the other Party.

B. NON-EXCLUSIVE AGREEMENT. CARRIER and BROKER acknowledge and agree that

this contract does not bind the respective Parties to exclusive services to each other. Either

party may enter into similar agreements with other carriers, brokers, or freight forwarders.


(i) Failure of either Party to enforce a breach or waiver of any provision or term of this

Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach,

and shall not affect or limit the right of either Party to thereafter enforce such a term or


(ii) In respect of shipments originating from the United States, this Agreement is for

specified services pursuant to 49 U.S.C. §14101(b). To the extent that terms and conditions

herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of

1995), the Parties expressly waive any or all rights and remedies they may have under the



Shipments Originating in the United States

In the event of a dispute arising out of this Agreement concerning a shipment originating in

the United States, the parties hereto agree that the same shall be subject to and governed

by the laws of the State of Colorado to the extent not preempted by applicable federal law.

Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the courts of

any federal or state court sitting in Colorado, in any proceeding related to this Agreement,

irrevocably waives any objection to venue, and acknowledges that such venue is a

convenient forum.

Shipments Originating in Canada

In the event of a dispute arising out of this Agreement concerning a shipment originating in

Canada the parties hereto agree that the same shall be subject to and governed by the laws

of the Province of Quebec. Each of the parties hereby submit to the exclusive jurisdiction of

the courts of Quebec at Montreal, Quebec in any proceeding related to this Agreement,

irrevocably waives any objection to venue, and acknowledges that such venue is a

convenient forum.


(i) Carrier agrees that during the term of this Agreement and for a period of two (2) years

from the date of termination of this Agreement, that neither Carrier nor any employee,

officer, director, agent or otherwise of Carrier, will directly or indirectly solicit or accept traffic

from any consignor, consignee, or customer of BROKER where (a) the availability of such

shipments first became known to Carrier as a result of BROKER’ efforts; or (b) the

shipments of the consignor, consignee, or customer of the BROKER was first tendered to

the Carrier by BROKER.

(ii) In the event of breach of this provision, BROKER shall be entitled, for a period of twelve

(12) months following delivery of the last shipment transported by CARRIER under this

Agreement, to a commission of twenty percent (20%) of the gross transportation revenue

(as evidenced by freight bills) received by CARRIER for the transportation of said freight as

liquidated damages, and not as a penalty, representing the fair, equitable, and reasonable

estimate that the Parties agree will compensate BROKER for lost profit, loss of goodwill,

and related injuries, since actual damages would be uncertain and difficult to prove.

Additionally, BROKER may seek injunctive relief and in the event it is successful, CARRIER

shall be liable for all costs and expenses incurred by BROKER, including, but not limited to,

reasonable attorney’s fees.


(i) In addition to Confidential Information protected by law, statutory or otherwise, the Parties

agree that all of their financial information and that of their customers, including but not

limited to freight and brokerage rates, amounts received for brokerage services, amounts of

freight charges collected, freight volume requirements, as well as personal customer

information, customer shipping or other logistics requirements shared or learned between

the Parties and their customers, shall be treated as Confidential, and shall not be disclosed

or used for any reason without prior written consent.

(ii) In the event of violation of this Confidentiality paragraph, the Parties agree that the

remedy at law, including monetary damages, may be inadequate and that the Parties shall

be entitled, in addition to any other remedy they may have, to an injunction restraining the

violating Party from further violation of this Agreement in which case the non-prevailing

Party shall be liable for all costs and expenses incurred, including but not limited to

reasonable attorney’s fees.

(iii) CARRIER agrees that BROKER’s charges to its customers are confidential and need

not be disclosed to CARRIER. CARRIER specifically waives any rights it may have under

49 CFR §371.3. Except as may be required by law, the terms and conditions of this

Agreement and information pertaining to any Services will not be disclosed by either party

to any other persons or entities, except to the directors, officers, employees, authorized


attorneys, and accountants of each party. This mutual obligation of confidentiality will

remain in effect during the terms of the Agreement and for a period of two years following

any termination.

G. MODIFICATION OF AGREEMENT. This Agreement and Exhibit A et. seq. attached may

not be amended, except by mutual written agreement, or the procedures set forth above

(Pars 2.B and 2.C).

(i) Should CARRIER modify any provision of this agreement, whether in handwritten form,

modified text or otherwise, such amendment shall not be effective, unless BROKER has

initialed such change in close proximity thereto evidencing BROKER’s specific acceptance

of such modification.

(ii) Additionally, the provisions of this Agreement shall be deemed to supersede and shall

prevail over any conflicting terms set forth in any load confirmation, rate confirmation,

dispatch sheet or other document pertaining to this Agreement, whether any such document

was signed prior to, contemporaneously with or subsequent to execution of this Agreement.


(i) All notices provided or required by this Agreement, shall be made in writing and

delivered, return receipt requested, to the addresses shown herein with postage prepaid; or

by confirmed (electronically acknowledged on paper) fax, or by email with electronic receipt.

(ii) The Parties shall promptly notify each other of any claim that is asserted against either of

them by anyone arising out of the Parties performance of this Agreement.

(iii) Notices sent as required hereunder, to the addresses shown in this Agreement shall be

deemed sent to the correct address, unless the Parties are notified in writing of any

changes in address.

I. CONTRACT TERM. The term of this Agreement shall be one year from the date hereof

and thereafter it shall automatically be renewed for successive 1 year periods, unless

terminated, upon 15 day’s prior notice, with or without cause, by either Party at any time,

including the initial term. In the event of termination of this Agreement for any reason, the

Parties shall be obligated to complete performance of any work in progress in accordance

with the terms of this Agreement.

J. SEVERANCE; SURVIVAL. In the event any of the terms of this Agreement are

determined to be invalid or unenforceable, no other terms shall be affected and the

unaffected terms shall remain valid and enforceable as written. The representations, rights

and obligations of the parties hereunder shall survive termination of this Agreement for any


K. COUNTERPARTS. This Agreement may be executed in any number of counterparts

each of which shall be deemed to be a duplicate original hereof.

L. FORCE MAJEURE. In the event that either Party is prevented from performing its

obligations under this Agreement because of an occurrence beyond its control and arising

without its fault or negligence, including without limitation, war, riots, rebellion, acts of God,

acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform

(except for any payments due hereunder) shall be excused for the duration of such

occurrence. Economic hardships, including, but not limited to, recession and depression,

shall not constitute Force Majeure events.

M. CURRENCY. All references to “$” or dollars shall mean United States currency.

N. ENTIRE AGREEMENT. Unless otherwise agreed in writing, this Agreement contains the

entire understanding of the Parties and supersedes all verbal or written prior agreements,

arrangements, and understandings of the Parties relating to the subject matter stated

herein, whether any such document was signed prior to, contemporaneously with or

subsequent to execution of this Agreement. The Parties further intend that this Agreement

constitutes the complete and exclusive statement of its terms, and that no extrinsic

evidence may be introduced to reform this Agreement in any judicial or arbitration

proceeding involving this Agreement.