1 Streamline 222 S 15TH ST STE 402S Omaha, NE (800) x 3 fax (402) To Whom It May Concern, Thank you for your interest in becoming a Streamline customer. We look forward to building a business relationship and providing seamless door-to-door transportation solutions for your Intermodal business. Signing up to do business with Streamline is both simple and fast. The enclosed new customer on-boarding packet contains all documentation needed to sign up as a customer with Streamline including our Broker/Co-Broker Intermodal Transportation Agreement, Streamline s Application for Credit & Credit Agreement, an Authorization Agreement for Direct Payments (ACH Debit) and Streamline s New Customer Profile to collect important customer contact information. Also enclosed are Streamline s certifications including our Tax Identification Information, Surety Bond and Surety Bond Rider, Certificate of Liability Insurance, Certificate of Property Insurance, Power of Attorney and US Department of Transportation (DOT) License and MC Authority Number. Also included is a Q&A reference document from our Finance team highlighting frequently asked finance questions with answers. To become a Streamline customer, complete the enclosed new customer on-boarding packet and return all necessary documents to your Streamline Sales Representative. Upon receipt and confirmation ion from your Sales Representative that all documentation has been completed satisfactorily, Streamline can have you set up and ready to book your first load within three business days. Also enclosed is a checklist of all documents needed by Streamline to get your company set up as a customer. Please refer to this checklist, highlighting mandatory information for customer set up, and contact your Streamline Sales Representative if you have any questions or concerns. Again, thank you for inquiring about becoming a Streamline customer; we look forward to streamlining your door-to-door intermodal transportation! Regards, The Streamline Team
2 Streamline New Customer On-Boarding Checklist Please complete the below forms in their entirety, including valid signatures where noted, and return to your Streamline Sales Representative. Please Note: Agreements and Applications must be signed by an executive officer from your respective company. Streamline Required Documents Completed (check) Broker/Co-Broker Intermodal Transportation Agreement Streamline Application & Credit Agreement Authorization Agreement for Direct Payments (ACH Debit) Customer Profile with Required Contact Information W-9 or Secretary of State Filing Documentation All Agreements & Applications Returned (via or fax) to Streamline Sales Representative
3 STREAMLINE/BROKER INTERMODAL TRANSPORTATION AGREEMENT This BROKER/CO-BROKER INTERMODAL TRANSPORTATION AGREEMENT ( Agreement ) is made and intended to be effective this day of, 20 by and between, having offices at ( Broker ) and Streamline, LLC, having offices at 222 S. 15 th Street Omaha, Nebraska ( Streamline ). Broker and Streamline are sometimes individually referred to herein as a Party and together as the Parties. RECITALS A. WHEREAS Streamline is licensed as a broker by the Federal Motor Carrier Safety Administration ( FMCSA ) with the Docket Number MC and USDOT Number , and as a licensed broker, Streamline arranges for intermodal freight transportation by rail and motor carrier. A copy of Streamline s authority is attached as Appendix A and a copy of Streamline s Surety Bond agreement is attached as Appendix B. B. WHEREAS Broker is licensed as a broker or freight forwarder under the FMCSA and is in the business of securing freight for transportation from Broker s customer and Broker desires to utilize the services of Streamline to arrange for transportation of freight for Broker as a means to satisfy some of its transportation needs (Broker s customer described herein as Shipper ). A copy of Broker s authority is attached as Appendix C and a copy of Broker s Surety Bond agreement is attached as Appendix D. NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements and provisions set forth in this Agreement, Broker and Streamline, intending to be legally bound, agree as follows: AGREEMENT 1. Term: The term of this Agreement shall be for a one (1) year period commencing on the date set forth above, or commencing on the date this Agreement is executed, or commencing on the date of the inception of any services, whichever date is earlier. The termination date shall be one year from the date set forth above and either Party may terminate this Agreement at any time on thirty (30) days written notice to the other Party, with or without cause, or as otherwise provided in this Agreement. Unless termination occurs, this Agreement shall automatically renew for successive one (1) year periods from the date set forth above. 2. Service: Streamline agrees to arrange for intermodal transportation by rail carriers ( Rail Carrier Service Providers ) and local transportation by motor carriers ( Motor Carrier Service Providers and collectively with Rail Carrier Service Providers, Carrier Service Providers ) of Shipper s freight and lading pursuant to the terms and conditions of this Agreement and Streamline agrees to comply in all material respects with its obligations as a broker under federal, state and local laws and regulations relating to freight transportation arranged under this Agreement. Streamline s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of Shipper s freight and the Parties hereby
4 agree and understand that such arrangement in no way creates a bailment of Shipper s cargo, freight, property or goods. It is understood and agreed that any Carrier Service Provider utilized by Streamline is considered to be an independent contractor, and not an agent, principal, parent company, subsidiary or employee of Streamline, and that Streamline does not assert any control over the manner in which any Carrier Service Provider performs its work or vice versa. 3. Freight Carriage: When Streamline arranges for transportation with a Motor Carrier Service Provider, Streamline expressly warrants only the following in each movement and/or transaction: A. Motor Carrier Service Provider has represented to Streamline that Motor Carrier Service Provider is properly registered with the FMCSA as a motor contract carrier. B. Motor Carrier Service Provider has represented to Streamline that Motor Carrier Service Provider has procured and maintained at least the following amounts of insurance coverage: $250,000 of Motor Truck Cargo insurance, limits must be equal to the greater of the replacement cost of the freight being transported or the aforementioned limit; no less than $1,000,000 per occurrence and $2,000,000 in the aggregate of Commercial General Liability insurance; no less than $1,000,000 Business Auto/Truckers Liability insurance; no less than $25,000 Trailer Interchange insurance; and Workers Compensation coverage under the laws of the States in which the carrier operates with no less than $500,000 Employers Liability (Part B) in all categories. C. Motor Carrier Service Provider has represented to Streamline that Motor Carrier Service Provider does not have an unsatisfactory FMCSA safety rating at the time Streamline entered into a written agreement with Motor Carrier Service Provider. D. Streamline has a contract with the Motor Carrier Service Provider which includes, but is not limited to a provision wherein Motor Carrier Service Provider has agreed to assume liability for any loss, damage, fines and/or other consequential losses or damages to freight from the time of receipt of such freight by Motor Carrier Service Provider and until delivery has been made. 4. No Exclusivity: There is no commitment to ship a minimum volume of freight under terms of this Agreement. Broker is not restricted from tendering cargo to other brokers, freight forwarders or directly to motor or rail carriers. Subject to the terms of Section 17, Streamline is not restricted from arranging transportation for other brokers, motor carriers, person or entities. 5. Receipts and Bills of Lading: If requested, Streamline may agree to provide Broker with proof of acceptance and delivery of such loads in the form of a signed Bill of Lading and/or Proof of Delivery, as specified by Broker and in electronic form. The insertion of Streamline s or Broker s name on the bill of lading shall be for Shipper s convenience only and shall not change Broker s or Streamline s status as a broker or create a principal/agent relationship, bailment, or other legal relationship or liability not expressly contracted for by Streamline.
5 6. Payments For Services: Broker warrants that it is authorized to invoice freight charges to Shipper, consignee, or third parties responsible for payment. Streamline shall invoice Broker for Streamline s services in accordance with the rates, charges and provisions that are mutually agreed to between the Parties. The Parties agree that Broker shall be responsible for payment of Streamline s charges. Failure of Broker to collect payment from the Shipper or any other entity shall not exonerate Broker of its obligation to pay Streamline. Broker agrees to pay Streamline s invoice within fifteen (15) business days of the invoice date, provided Streamline is not in default under the terms of this Agreement. If Broker has not paid or disputed Streamline s invoice, and Streamline has complied with the terms of this Agreement, Streamline may seek payment from the Shipper or other party responsible for payment after giving Broker ten (10) business days advance written notice. Streamline shall not seek payment from Shipper if Shipper can prove payment to Broker. 7. Shippers/Broker Obligations: A. Loading: Unless an entity has expressly requested Streamline to arrange loading services before dispatch and Streamline expressly agrees to undertake this task, Streamline shall not be responsible for ensuring that cargo is properly and safely loaded, inventoried and securely sealed. B. Shipping Instructions: Shipper or Broker shall provide shipping instructions and shall properly, completely, and accurately identify all cargo in the bill of lading or in other written shipping instructions provided to Streamline. Streamline shall not review, warrant or guarantee the accuracy of such instructions and instead shall rely upon the actions of Shipper or Broker to accurately and properly identify such freight as required by law and custom within the industry. 8. Limitation of Liability: Neither Streamline nor Broker shall be liable to the other Party for special, punitive, exemplary, incidental, indirect or consequential damages, including without limitation, lost profits or lost revenue of the other Party arising out of the carrying out or the failure to carry out any obligations contemplated in this Agreement. To no extent shall Streamline be liable for any loss or damage arising out of or connected to the transportation, shipment, acts, cargo, movement, or any activity related to hazardous, toxic or dangerous substances. 9. Freight Loss and Damage: It is understood and agreed that Streamline does not hold itself out to be a carrier or freight forwarder and Streamline makes no express or implied warranties other than those set forth herein. Notwithstanding any other provisions of this Agreement, the Parties agree that Streamline shall not indemnify, defend or hold harmless any person or entity, nor shall it be liable for any freight loss or damage (including attorney s fees and costs) unless such loss or damage was a direct and proximate result of Streamline s active negligence. Streamline does agree to assist Broker or Shipper in the filing and/or processing of claims for freight loss or damage with the applicable Carrier Service Provider. Broker and/or Shipper shall
6 assist Streamline in the handling of claims by providing notice of the claim and all relevant documentation to Streamline in time sufficient to allow Streamline to adequately present such claims within the time limits required by law or contract. Broker acknowledges and agrees that Streamline assumes no liability whatsoever in connection with any assistance it may lend to Broker related to Broker s claim filing obligations. For claims processing, please reference the rules, statements and conditions set forth in the Streamline Intermodal Agreement Governing Rules Circular ( SLIA ), a copy of which can be found on Streamline s website. 10. Indemnification: A. Subject to the terms and exclusions as set forth in Sections 8 and 9, each Party shall indemnify, defend and hold harmless the other Party from and against any and all expense, cost and liability to third parties (including attorney, consultant and expert fees, court costs, fines and penalties) for loss and damage, including but not limited to personal injury or death, property damage (other than freight loss or damage as covered by Section 9), or pollution and contamination, arising out of or in any way connected with: i. performance of this Agreement, ii. any act or omission of such Party, its employees and agents (including third-party contracted vendors), iii. or any breach of this Agreement. In the event of joint negligence, liability shall be apportioned to each Party based on the portion of the liability caused by its proven negligence. The right to indemnity shall accrue upon occurrence of the event giving rise to the loss and damage. B. The provisions of this Indemnity section shall survive the termination or expiration of this Agreement. 11. Warranties: Notwithstanding any other section, Streamline does not make any express or implied warranties including but not limited to those of merchantability or warranties of fitness for a particular purpose; those with respect to any information, data, statements or products made available by Streamline; those relating to an entity s insurance coverage; those relating to delivery which is outside of Streamline s express direction or control; those relating to freight; those relating to or regarding actions of Shipper, consignee, receiver, holder of the bill of lading, owner of the freight or person entitled to the possession of the freight and the servants and agents of any of these persons or entities; those relating to warehoused goods, items in transit or deliveries, or with regard to information provided by Shipper, carrier or other entity by contract or through distributed marketing materials or its website; any warranty that acts of Shipper, carrier or any other entity are safe or free from danger or error; any warranty that Shipper, carrier or other entity will have complied with all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. Streamline does not further warrant and expressly denies liability for damage, loss,
7 delay or expense arising out of or connected to any entity s duties under contract or law other than those duties and obligations of Streamline as expressly set forth in this Agreement. 12. Insurance: Streamline will maintain Commercial General Liability insurance in a minimum amount of $1,000,000. Streamline shall provide proof of Commercial General Liability insurance in the stated amount if requested in writing by Broker. 13. Surety Bond: Streamline and Broker shall each maintain a surety bond or trust fund agreement in accordance with the requirements of Section C of Subpart 387 of the FMCSA in the amount of $75,000 and furnish each other with proof of same upon written request. 14. Relationship: The relationship of Broker and Streamline and any other Carrier Service Provider is, and shall at all times remain, that of an independent contractor. 15. Re-brokering: Streamline shall not utilize the services of any other rail intermodal broker to arrange for the transportation services contemplated herein without Broker s prior consent. 16. Agreement: This Agreement is the entire agreement between the Parties. The Parties agree and understand that this Agreement includes and hereby incorporates by reference all rules, statements and conditions set forth in the SLIA. A copy of the SLIA can be found on Streamline s website. In the event of a conflict between the SLIA and the terms of this Agreement, the terms of this Agreement shall apply. Broker shall comply with, and ensure that Shipper complies with, the SLIA. Broker shall also comply with, and ensure that Shipper complies with, the applicable intermodal circulars of the Rail Carrier Service Providers providing rail service. This Agreement cannot be altered or amended except in writing and signed by both signatories. It may not be assigned or transferred in whole or in part. If the operation of any part of this Agreement results in a violation of any law, such part shall be severed and the Agreement s remaining provisions shall continue in full force and effect. 17. Back Solicitation: Streamline agrees to refrain from direct solicitation of Broker accounts for a period of 12 months from the date of expiration or termination of this Agreement. 18. Notices: All notices provided or required by this Agreement shall be made in writing and delivered, return receipt requested, or via overnight courier, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax. 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. TO: STREAMLINE LLC. Name: Mr. Hasan Hyder Title: President Streamline LLC Address 222 South 15 th Street, Ste 402-S TO: BROKER: Name: Title: Broker: Address:
8 City/State/Zip: Omaha, Ne Phone No: Fax No: City/State/Zip: Phone No: Fax No: Choice of Law and Choice of Forum: This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Nebraska. The Parties agree that any dispute or claim relating to the Parties to this Agreement shall be subject to the exclusive forum and jurisdiction of the District Court of Douglas County, Nebraska, and/or Federal Court in the State of Nebraska, and the Parties consent to jurisdiction in Nebraska and to any service of process issued by Nebraska courts. 20. Anti-Dissemination and Confidentiality: This Agreement and the terms of this Agreement are confidential and/or private business information that is not to be shared or disseminated for any reason without permission from both Parties or by court order. 21. No Third Party Beneficiaries: This Agreement is intended for the sole benefit of Streamline and Broker. Nothing in this Agreement is intended or may be construed to give any person, firm, corporation or entity, other than the signatories hereto any legal or equitable right, remedy or claim under this Agreement. WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their respective names and by their fully-authorized representatives as of the dates first above written. STREAMLINE LLC BROKER By: Name: Title: Date: By: Name: Title: Date:
17 Streamline 222 S 15TH ST STE 402S Omaha, NE (800) x 3 fax (402)
18 STREAMLINE APPLICATION AND CREDIT AGREEMENT Customer Requesting Credit (Use Complete Legal Name) Telephone Number Headquarters Address (For Notice Purposes) Billing Address If Different From Above City State Zip Duns Number Of Customer ( ) Corporation ( ) Partnership ( ) Proprietorship ( ) Other Duns Number Of Parent Primary Commodity To Be Shipped Type Or Nature Of Business State Of Incorporation Date Customer Established Name And Title Of Principal Officer, Partner, Or Proprietor Name And Title Of Contact Concerning Credit Issues Telephone Address Bank Reference - Include City, State, Zip, Telephone, Name Of Contact Credit Amount Expected Per Week In submitting this application, Customer agrees to the following: To pay all undisputed charges billed by Streamline, LLC, hereinafter called Streamline, so that payment in full is received by Streamline within 15 days of the invoice date. Streamline may at its discretion, ion, suspend the Customer s Credit, and either party may cancel this Credit Agreement at any time for any reason, upon notice to the other party. Notice may be written, electronic, or oral if confirmed in writing or electronically, at the place of business noted herein. Customer represents that the information submitted (see attached financial form) by it is accurate and, upon periodic request, will update such information and provide additional information and/or financial statements as Streamline may reasonably request. All financial statements are strictly confidential. Failure to make timely payments to Streamline or its subsidiaries may result in the cancellation of any credit extended or/and the application of finance charges. Streamline may assess a late payment finance charge on any freight transportation charges paid delinquently, at a rate of twelve percent (12%) per year (or, to the extent the rate of such charge is not preempted by federal law and such rate exceeds the maximum rate permitted by applicable law.) Payments shall be deemed delinquent when not made within the credit period. The late payment finance charge shall be assessed for each day beyond the credit period that payment is made This Credit Agreement supersedes any and all other expressed or implied contracts with regards to credit terms, and contains the entire understanding of the parties, has been executed by their duly authorized officers, and may only be waived or modified by a written amendment. Accepted and Agreed Streamline Customer By Date By Date Print Name Print Name Title Title Streamline 222 S 15th St Ste 402S, Omaha, NE Phone (800) Fax (402)
19 AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS (ACH DEBITS) Customer Name: ( Customer ) hereby authorizes Streamline, LLC, hereinafter called Streamline, to initiate debit entries to its (select one) Checking Account Savings Account indicated below at the depository financial institution named below, hereafter called Depository, and to debit the same to such account. Customer acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Depository Name: Branch: City: State: Zip: Routing No.: Account No.: This authorization is to remain in full force and effect until Streamline has received written confirmation from Customer of its termination in such time and in such manner as to afford Customer and Streamline a reasonable opportunity to act on it. BY: NAME: TITLE: DATE:
20 ACH Debit Q&A What is ACH? ACH payments are an electronic method for transferring funds between financial institutions. Unlike a check, an ACH transaction may be either a debt or credit. Clearing is provided electronically rather than through the physical movement of checks or cash. Why is Streamline moving to ACH debit? Streamline is offering an ACH debit option to its customer as a convenience e to enhance their current ACH capabilities within the Account on the Web (AOW) system. When will the ACH draws take place? Initiation of ACH draws will take place on the due date for a given invoice. If the due date falls on a day that is not a business day the initiation of the draw will happen on the next business day. How will customers know the ACH has been scheduled? Invoices will be moved to the scheduled tab in AOW two (2) business days prior to the ACH draw. How will the customer be able to obtain invoices and paperwork? All invoices and paperwork will be posted to AOW. Customers will be notified when invoices are posted to their account via . Will Streamline withdrawal funds on invoices that are disputed? Streamline will not withdrawal al funds on disputed invoices. If the dispute is accepted a revised invoice will be posted to the customer s account and payment will be scheduled two day prior to the ACH draw. If the dispute is rejected, the customer will be notified of the rejected dispute and payment will be scheduled two days prior to the ACH draw. Can customers choose not to participate in ACH debit? New customers to Streamline must participate in the ACH debit program.
21 Late Payment Finance Charge Policy Q&A Why is Streamline implementing a finance charge on invoices paid past credit terms? Rates are established on the basis that invoices will be paid within the agreed upon credit terms. However, over the past several years, the percentage of invoices paid beyond these credit terms has increased. The late payment finance charge is intended to encourage adherence to credit terms. When does Streamline s new late payment policy go into effect? The new policy is effective for shipments tendered on or after September 1, How is the finance charge calculated? The finance charge will be assessed after payment of an invoice at an annual rate of 12% or % per day for each day the invoice was past due. The date an invoice is due is calculated as invoice date plus credit terms. The days past due will be calculated as due date minus the date funds were received by Streamline. How are the due dates for freight bills determined? The due date for an invoice is calculated from the date the invoice is issued. Will customers receive only one finance charge bill per month? Yes. A summary invoice for the total late payment finance charges for all invoices paid outside of credit terms will be issued each month. Along with the summary, we will also include the line item detail for each invoice paid beyond credit terms. What day of the month will the finance charge bill be issued? A late payment finance charge invoice will be issued by the 10th of the month. The invoice will cover all freight bills paid late during the prior month. If a customer uses a third party to pay freight bills, will they still be subject to a finance charge? Yes. The decision by a customer to use a third party does not eliminate the requirement for the payment to be made within the credit terms. The customer will be responsible for any finance charges that accrue due to the failure of the third party to process payments within Streamline credit terms. If a customer pays their bill through an electronic payment method, will they be subject to finance charges? Yes. Regardless of payment method, all payments made beyond credit terms are subject to the late payment finance charge. How do I dispute a freight bill? Claims and disputes must be made through the Account on the Web
22 Company Name Streamline New Customer Profile Parent Company (if applicable) Nickname/Alias/DBA SCAC Street Address Mailing Address Business Hours Billing Address Contacts: Primary Name (Required) Phone UP User ID Accounting Name (Required) Phone UP User ID Accessorial Name (Required) Phone UP User ID After Hours Name (Required) Phone UP User ID
23 Pricing Streamline New Customer Profile Continued Name (Required) Phone UP User ID Equipment Name (Required) Phone UP User ID Delivery Appts. Name (Required) Phone UP User ID Technology/EDI Name Phone UP User ID Other Contact Name Phone UP User ID