Please fill out this form and fax it back to ESP Transportation at Full Company Name: Carrier Phone Number : Carrier Fax Number:

Transcription

1 Please fill out this form and fax it back to ESP Transportation at Full Company Name: Carrier Phone Number : Carrier Fax Number: Remit Address (specify if it is a factoring company): Insurance Phone Number: Insurance Fax Number: MC # FEID # DOT# Company Type (Circle one of the following): INC LLC Sole (specify full name of the owner): Payment options- See page 5 for details (Circle one of the following): Regular Net 30 Net 15 Net 7 Quick Pay 24 Hr For ESP Use Only Authority Verified Carrier CSA Score Insurance listed as Certificate Holder CA CARB Compliant (Yes/No) 444 N Michigan Ave, Ste 1050, Chicago, IL P F

2 Company Profile- Carrier Setup Company Information Insurance Carrier Surety Bond Information Federal ID # Avalon Risk Management American Service Insurance Co. MC# Michael Bochever C/O Avalon Risk Management USDOT # W Century Blvd 150 NW Point Blvd D & B # Los Angeles, CA Elk Grove, IL SCAC Code: ESPC P P F F Sales Dispatch Operations Accounting John Paul Mokski Sissy Coffin P P P F F F johnpaul@esptrans.com dispatch@esptrans.com sissy@esptrans.com accounting@esptrans.com Banking Information Remit to Information Wells Fargo Bank ESP Transportation Inc. Gil Harrison Department 470 P PO Box 4869 Houston, TX Smart Way Transport Partnership Member Gold Book Broker Four Diamond Broker on Truckstop.com TIA Member Cargo Net Member 444 N Michigan Ave, Ste 1050, Chicago, IL P F

3 Carrier References-(Please list 3) If you have had authority for less than one year, this in MANDATORY. If you have had authority for over one year, this is optional. Company Name: Phone: Contact: Company Name: Phone: Contact: Company Name: Phone: Contact: 444 N Michigan Ave, Ste 1050, Chicago, IL P F

4 Comcheck Policy ESP will issue Fuel Advances up to 40% of the agreed upon rate, after pick up, subject to the following, and upon receipt of a copy of the BOL, acceptable to ESP in its sole discretion: Fuel Advance charges are 3% of the Comcheck amount. Lumper Comcheck is charged a fee of $4.30 In the event of an additional Comcheck, after the 40%, unrelated to lumpers, the fee is $25.00 per additional Comcheck. (Signed by an officer of the company) 444 N Michigan Ave, Ste 1050, Chicago, IL P F

5 Payment Options Our normal terms are 30 days from the receipt of all required paperwork. If you are opting for Quick Pay- Fax this form to: Net 15 Days less 1%* (Signed by an officer of the company) Net 7 Days less 2%* (Signed by an officer of the company) 24 Hour less 3%* (Signed by an officer of the company) Please Circle One Option: ACH Transfer Mailed Check If you choose to receive a paper check, please note as well, we can FedEx a check; however you will be charged for the additional overnight fee of $ All quick pays are done via ACH bank transfer into carrier s bank account. If you choose a Quick Pay option, please include a copy of a voided check with this form. We cannot process ACH payments without a copy of a check. *Any billing received prior to 12:00 PM CT, will be scheduled to be paid the same day, and money will be deposited in your account the following business day. 444 N Michigan Ave, Ste 1050, Chicago, IL P F

6 BROKER CARRIER MOTOR TRANSPORTATION AGREEMENT THIS AGREEMENT, entered into as of the day of, 20 by and between ESP TRANSPORTATION, INC., a Colorado corporation, ( ESP ) and, (the Carrier ): 1.0 Purpose of Agreement: 1.1 The Carrier is engaged in business as a for-hire motor carrier of property, in interstate commerce, operating under authority issued by the Federal Motor Carrier Safety Administration, United States Department of Transportation (the FMCSA ). ESP, a duly registered Property Broker, operating under FMCSA MC#502059, U.S. DOT # , desires to engage the Carrier, as an independent contractor, to furnish and operate commercial motor vehicle Equipment (the Equipment ), owned by, insured by, registered to, and operated by Carrier and Carrier s employees, in the normal course of Carrier s regulated motor carrier business, for the purpose of transporting shipments of property for shippers who have engaged ESP to arrange for such transportation as a Property Broker. 1.2 The Carrier is the owner of the Equipment, and certifies that all drivers hold a current Commercial Driver s License and are qualified to operate the Equipment for ESP in accordance with pertinent regulations of FMCSA. Carrier is a company customarily engaged in the trade, occupation, profession, or business of a professional owner-operator of commercial motor vehicles, and desires to make available and operate the Equipment for ESP as an independent contractor. 2.0 Equipment: 2.1 Consistent with the purpose of this Agreement, and as required by pertinent federal law and regulations of FMCSA, Carrier hereby makes available to ESP the commercial motor vehicle Equipment, owned by Carrier, and duly registered to carrier, and insured by carrier, and agrees to operate such Equipment in transporting shipments of property for shippers who have arranged with ESP to provide such transportation. 2.2 Carrier warrants that the Equipment is in good repair and operating condition, that it complies with the requirements of all federal and state laws and FMCSA regulations, and that it is in all respects fit and serviceable for the purpose intended under this Agreement. 2.3 Carrier warrants that any Equipment provided shall be as a Contract Carrier and not a Common Carrier, as defined by FMCSA regulations. 3.0 Carrier s Duties: 3.1 During the term of this Agreement, the Carrier agrees to furnish, maintain, and operate the Equipment for use in ESP s business, and to safely transport and deliver such shipments of cargo as ESP may from time to time make available for transportation by the Carrier and Carrier elects to accept. Carrier shall be solely responsible for loading and unloading all shipments of cargo that are transported with the Equipment and shall be solely responsible for 1

7 paying lumpers or other helpers that the Carrier may elect to use in loading and unloading cargo, except when ESP, in a specific instance, agrees in writing to reimburse lumper fees upon Carrier s submission of a paid receipt, acceptable to ESP, at its sole discretion. 3.2 Carrier shall operate the Equipment at all times in a safe and prudent manner and in strict compliance with FMCSA regulations and all applicable federal, state, and local laws, and in such manner as to ensure the proper handling, protection, transportation, and timely delivery of the shipments that Carrier accepts for transportation. Carrier shall be responsible for complying with FMSCA driver hours of service regulations and shall ensure that any driver(s) made available for transporting shipments under this Agreement have adequate hours available to complete the transportation of each shipment without interruption, while maintaining compliance with the aforementioned regulations. Carrier shall be liable for all driver-log and other violations of those regulations. In the event that Carrier loads cargo and then subsequently communicates to ESP its inability to deliver cargo as contracted, pursuant to the terms of the Carrier Rate Confirmation, Carrier agrees to pay ESP a minimum fee of $ for rescheduling of each delivery appointment or the amount ESP is required to pay its customer or shipper as result of this delay, whichever is greater. This amount may be offset from any compensation due to Carrier under Section 6.0 below; but no such deduction shall affect Carrier s obligation to indemnify ESP pursuant to Section 4.0 below. If Carrier asserts a delay due to weather or equipment breakdown, the rescheduling fee may be waived, at ESP s sole discretion, upon receipt of proof from Carrier acceptable to ESP, in its sole discretion, so long as the delivery appointment has not been missed. 3.3 Subject to compliance with applicable laws and regulations and the pickup and delivery times specified by ESP or the shipper, Carrier shall have discretion whether to accept any shipment and to determine the method, manner and means of carrying out the requirements of this Agreement, including the selection of routes and other details of completing the transportation. If Carrier accepts a shipment, ESP shall issue Carrier a Carrier Rate Confirmation, in the form attached hereto as Attachment 1, and when Carrier signs and returns the same to ESP, a contract shall then exist between Carrier and ESP for the transportation of the shipment in accordance with the Carrier Rate Confirmation and the terms and conditions of this Agreement. In the event that Carrier accepts a shipment but fails to return a signed Carrier Rate Confirmation, the Carrier shall nonetheless be deemed to have ratified and accepted the Carrier Rate Confirmation and the transportation of the shipment shall be governed by the Carrier Rate Confirmation and all of the terms and conditions of this Agreement the same as if the Carrier Rate Confirmation had been signed and returned. If Carrier, subsequent to accepting a shipment, fails to timely load the cargo as agreed, Carrier shall pay a non-compliance fee of $ to ESP, pursuant to the terms of Section 6.0 below; but no such deduction shall affect Carrier s obligation to indemnify ESP pursuant to Section 4.0 below. 3.4 Carrier shall execute a bill of lading with the shipper at the time a shipment is received from the shipper at the origin of the shipment, and shall obtain a delivery receipt for the shipment at the destination. Carrier is responsible for piece count and maintaining temperature noted on the bill of lading and shall be responsible for any cargo damage or loss incurred during transit. Therefore, ESP requires that Carrier confirm that cargo has been properly loaded and secured prior to leaving the loading facility. Any damages or losses will be offset directly against 2

8 any compensation that would otherwise be payable to Carrier under Section 6.0 below. After delivery of the shipment, Carrier shall promptly deliver to ESP, by electronic transmission, if possible, to legible bills of lading, delivery receipts, loading or unloading receipts, gates passes, in and out times at the shipper and consignee, and other documents necessary for ESP to comply with FMCSA regulations and secure payment for the transportation from ESP s customer. ESP has the right to withhold any compensation or other payment due to Carrier under this Agreement until the documents necessary for ESP to secure payment from the ESP customer are received by ESP. ESP s negotiated payment terms shall not be deemed to commence until all documents are received. 3.5 Carrier shall pay or bear all of the costs and expenses relating to the ownership, maintenance, repair and operation of the Equipment, including, but not limited to, the cost of fuel, oil, tires and other material, equipment and supplies, the costs of all base plates and licenses, license proration fees, permits of all types, fuel taxes, highway use taxes, ton-mile and other road taxes, tolls, ferries, detention and accessorial charges, empty mileage, and all other costs and expenses of whatever description that apply to the ownership, use and operation of the Equipment. 3.6 All fines or penalty assessments for violations of traffic laws and oversize and overweight violations shall be paid by Carrier, except for overweight or oversize trailers when the trailers are preloaded and sealed, or containerized, or when the trailer or lading is otherwise outside of Carrier s control, and accept for improperly permitted over-dimension and overweight loads when the permitting is provided by ESP, for which ESP shall be responsible. 3.7 Carrier shall at all times (24 hours a day, 7 days a week, 365 days a year) keep ESP immediately informed, by telephone at (for after-hours calls, select option 8 to speak to the after-hours on call person) or (dispatch@esptrans.com), of any accident or casualty affecting the Equipment or any occurrence that may delay or interfere with the timely and safe delivery of a shipment or otherwise adversely affect ESP s business and its obligations under federal and state laws and regulations. Failure to do so will result in fees due to ESP, as defined in Section 3.2 and 3.3 and may result in the deduction of non-compliance charges and damage claims billed by shippers, consignees, or ESP s customer from Carrier s Compensation as defined in Section 6.0 below; but no such deduction shall affect Carrier s obligation to indemnify ESP pursuant to Section 4.0 below. 3.8 Carrier shall neither have nor claim any lien rights on or against any shipment transported under this Agreement. In the event that Carrier violates the terms of this paragraph, it shall (i) forfeit all rights to any and all charges for shipments transported pursuant to this Agreement then due and owing by ESP to Carrier, including charges relating to the shipment against which the lien is claimed; and (ii) be strictly liable to ESP, ESP s customer, the beneficial owner of the shipment, and their respective assigns, for conversion. 3.9 Without the prior written consent of ESP, Carrier shall not cause or permit any shipment accepted by Carrier to be brokered or sub-contracted to or transported by any other motor carrier, or in substituted service by railway or any other mode of transportation. All shipments accepted by Carrier shall be transported by equipment registered, licensed, insured 3

9 and identified by Carrier under its own name and USDOT number; and all shipments, equipment and operations shall be insured by insurance policies obtained by Carrier and specifically naming Carrier as the insured. Violation of this provision shall result in a penalty of $1,000.00, or the full value of the Carrier s compensation, whichever is less, in addition to any fines or fees incurred by ESP from ESP s customer, payable to ESP and will be offset against Carrier s compensation as defined in Section Carrier shall at all times maintain a satisfactory, continue to operate or comparable safety rating. Carrier shall immediately give notice to ESP and, unless expressly authorized in writing by ESP, shall refuse to accept any shipment tendered to it by ESP and shall immediately discontinue transporting any shipment in transit after being made aware in any manner that Carrier has been or is going to be assigned a rating that is less than satisfactory, less than continue to operate or otherwise indicates a less than fully acceptable safety rating. In these circumstances, ESP may (i) terminate this Agreement immediately without notice or (ii) authorize Carrier in writing to complete and deliver a shipment then in-transit, and upon delivery terminate this Agreement immediately without notice To the extent that any shipments subject to the Agreement are transported within the State of California, on or after January 1, 2013, Carrier warrants that (i) all trailers, including both dry-van and refrigerated equipment it operates and the Heavy-Duty Tractor 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, and (ii) all refrigerated equipment it operates within California under this Agreement is in full compliance with the California Air Research Board (ARB) Transport Refrigeration Unit (TRU) Airborne Toxic Control Measure (ACTM) regulations. Carrier shall defend, indemnify and hold ESP harmless from and against any penalty, liability, expense (including administrative costs and attorney fees) and other cost imposed on ESP resulting from or arising out of Carrier s failure to strictly comply with the requirements of this paragraph. Carrier s obligation under this paragraph to defend, hold harmless and indemnify ESP shall survive any termination of this Agreement If a seal is affixed to a trailer or container, Carrier shall not break the seal without the prior written consent of ESP. Except upon the express written consent of ESP, Carrier shall not load, or in any way consolidate, any freight or other items into the trailer or container that is not specifically related to the tender offered by ESP to Carrier. Failure to follow these requirements may result in product refusal, freight claim liability against Carrier, and shall remove all obligations of ESP to pay for the agreed upon freight charges as defined in the Carrier Rate Confirmation. Any amounts due shall be offset from settlement pursuant to Section 6.0 below; but no such deduction shall affect Carrier s obligation to indemnify ESP pursuant to Section 4.0 below If prior to or during the course of a shipment, Carrier communicates to ESP its intention not to honor the terms of any provision of this Agreement, or to adjust agreed upon terms, including demands for additional compensation, or not to deliver the cargo entrusted to it as agreed, ESP shall take any and all actions necessary to protect the cargo including notifying appropriate authorities including the police and/or CargoNet and make its experience with 4

10 Carrier known to the general public through Transportation Intermediaries Association (TIA), Internet Truckstop (ITS), DAT and other venues ESP deems appropriate, at its own discretion. Carrier specifically waives any right to assert damages as a result of ESP s actions including, but not limited to, costs of truck impoundment or any claims of libel and defamation. ESP hires Carrier pursuant to the terms of this Agreement as a professional transportation entity. As such, ESP shall not tolerate any abusive, threatening, or derogatory treatment of its employees, customers or shippers. If a Carrier representative engages in unprofessional behavior such as yelling, swearing or otherwise threatens an ESP employee, shipper, or ESP s customer, ESP shall take appropriate actions to protect its employees, shippers and customers. Such actions may include, but shall not be limited to, cancellation of outstanding freight tenders, removal of Carrier from ESP s authorized carrier list, or reporting to TIA, ITS, DAT or other venues that ESP deems appropriate. Carrier specifically waives any right to assert damages as a result of ESP s actions to counteract and report such inappropriate behavior Carrier shall be exclusively liable for all loss, damage, injury, or delay to property transported or accepted for transportation by Carrier under this Agreement, and shall indemnify and save ESP harmless from any such liability. Carrier agrees to strictly comply with applicable regulations of FMCSA governing the filing, processing, acknowledgment, investigation, and disposition of claims for such damage, injury, or delay, and the processing of salvage by motor carriers. If such a claim is submitted to ESP in the first instance, it is agreed that ESP will refer the claim to Carrier and Carrier s liability shall apply the same as if the claim had been filed with Carrier originally. 4.0 Indemnifications by Carrier: 4.1 Carrier shall indemnify and hold ESP and its members, managers, shareholders, employees, and agents harmless from all claims, liabilities, suits, judgments, damages, fines, penalties, and expenses, including attorney fees, arising from or occurring in connection with (i) the failure of the Carrier to comply with any of the terms and conditions of this Agreement or any applicable law or regulation, and (ii) the amount of any loss or damage to cargo transported by Carrier or liability for death or bodily injury of any person or damage to the property of any person, including any trailer furnished by Carrier, resulting from Carrier s operation of the Equipment, which is not covered by insurance or is deductible from insurance recovery. 4.2 The foregoing indemnification shall survive the termination of this Agreement and remain in effect for a period of three years following the date of termination as to all matters arising prior to the date of termination. 4.3 ESP has the right to offset and deduct the amount of any sum of money due to it under the foregoing indemnification from any compensation or other payment that would otherwise be due to Carrier under this Agreement. 5

11 5.0 Insurance: 5.1 Carrier has the legal obligation, as a regulated motor carrier operating in interstate commerce, to maintain insurance coverage for the protection of the public and cargo insurance pursuant to 49 U.S.C and applicable regulations of FMCSA, and this shall not affect Carrier s liability to ESP under the indemnification contained in the preceding Section Carrier shall at its expense maintain in effect all other insurance coverage relating to the ownership and use of the Equipment, including bobtail liability insurance with minimum coverage of $1,000,000 per occurrence, reefer breakdown and cargo insurance with minimum coverage of $100,000 per occurrence, and collision and comprehensive coverage for the Equipment. Carrier shall furnish ESP with a certificate of the required insurance coverage issued by an insurance company acceptable to ESP and showing ESP as an additional insured. 5.3 If workers compensation insurance or equivalent coverage is required for independent contractors under applicable state law, Carrier agrees to maintain an active policy with required coverage and indemnify ESP for any failure to comply. Alternatively, if state law permits independent contractors to elect to reject coverage, the Parties may, by separate written agreement or joint declaration, reject coverage. 6.0 Carrier s Compensation: 6.1 For the use of the Equipment and the driver and other services performed by Carrier under this Agreement, ESP shall pay Carrier the agreed upon amount contained in the signed Carrier Rate Confirmation for each shipment transported by Carrier under this Agreement, subject to all offsets and deductions of amounts provided for under this Agreement. 6.2 The net compensation due to Carrier for each shipment shall be settled by ESP and paid to Carrier within 30 days after the required paperwork for each trip described in Section 3.4 above has been received by ESP. If the scheduled payment date of any Carrier invoices falls on a weekend or legal holiday in which the federal banking system is closed, payment will be made on the next business day. In calculating the net compensation payable to Carrier, ESP shall offset and deduct any unpaid amounts that Carrier is required to pay or bear the cost of under this Agreement, or that are otherwise due to ESP under this Agreement. A written explanation and itemization of any deductions for cargo or property damage will be provided to Carrier before those deductions are made. In the event that the gross revenue due to Carrier is insufficient to cover all sums required to be paid or borne by Carrier, or that are otherwise due to ESP under this Agreement, Carrier shall pay ESP the difference within 10 days after the settlement date with interest at the New York Prime Rate published in the Wall Street Journal. 6.3 ESP, at its sole discretion, and after receiving sufficient proof of pickup, may advance Carrier up to 40% of the contracted line-haul rate contained in the Carrier Rate Confirmation via Comcheck. Any such advance shall be subject to a fee of 3% of the value of the Comcheck issued and the amount of the advance and fee shall be deducted from Carrier s Compensation. 6

12 6.4 ESP may, at its sole discretion, and subject to ESP customers policies in effect at the time of shipment, pay detention to Carrier for excessive waiting time at a shipper or consignee. In order to qualify for detention, Carrier must arrive on time for its scheduled pick up or delivery appointment, wait a minimum of 2 hours beyond the scheduled time, report to ESP (24 hours a day, 7 days a week, 365 days a year) via telephone ( , after-hours option 8) or via (dispatch@esptrans.com), that truck is about to enter detention period, note in and out times on the bill of lading(s), and make a formal request for detention. Generally, ESP will not approve detention for first come, first serve (FCFS) loading or unloading. Detention shall not exceed $60.00 per hour and will be capped at a maximum of $ for a 24 hour period. In the event of discrepancy, the in and out times provided by the shipper or consignee shall prevail. Carrier understands that no detention will be paid unless ESP issues written approval of a request from Carrier relating to a specific shipment, and that no verbal commitments on behalf of any ESP employee shall constitute approval of detention. All Carrier requests for detention shall be researched by ESP, and detention shall not be unreasonably withheld. 6.5 Carrier agrees to look only to ESP and ESP and agrees to be solely responsible for the payment of Carrier s charges for transporting a shipment as specified in the Carrier Rate Confirmation applicable to that shipment, and Carrier shall not invoice or otherwise seek to collect its charges from the shipper, consignee, guarantor, or any person or entity other than ESP; nor shall Carrier invoice or seek to collect its charges from a factor or assignee to which ESP has sold or assigned its accounts receivable for brokering shipments which include the charges payable to Carrier. Carrier hereby authorizes ESP to include the amount due to Carrier for transporting the shipment in ESP s invoice to its customer as an unsegregated part of the total payment due to ESP for brokering the shipment. Payment of the Carrier s freight charges to ESP or its assignee or factoring company shall relieve the shipper and consignee, guarantor, or other bill to party, and the assignee or factor of charges due for transportation, of any liability to the Carrier for non-payment of Carrier s charges. To the extent Carrier would otherwise have a legal right to claim such payment from the shipper and consignee, guarantor, or other bill to party, or from an assignee or factor, Carrier hereby voluntarily and expressly waives such claim. Carrier agrees that seeking payment from any entity other than ESP shall constitute intentional interference with ESP s contracts and business relationships. Carrier shall indemnify ESP for any and all damages, including attorney s fees, sustained as a result of Carrier s breach of the provisions of this paragraph. 7.0 Independent Contractor Relationship: 7.1 The parties intend and agree that this Agreement shall create an independent contractor relationship between the parties and not a master-servant, employer-employee, principal-agent, partnership, or joint-venture relationship. Neither the Carrier nor any individual hired or employed by the Carrier shall be considered to be an employee of ESP at any time, under any circumstances, or for any purpose. The Carrier has no authority to bind ESP by contract or otherwise except as specifically provided in this Agreement. 7.2 ESP shall issue Carrier an IRS Form 1099 report of nonemployee compensation 7

13 paid to Carrier during each calendar year under this Agreement. The Carrier shall be solely responsible for the payment of, and shall pay when due, all applicable federal and state income and employment taxes, including self-employment tax, with respect both to payments by ESP to Carrier under this Agreement and any compensation paid by Carrier to others. 8.0 Back Solicitation and Confidentiality 8.1 Carrier shall not solicit shipments from any shipper, consignee, or customer of ESP where 1) the availability of such shipments first became known to Carrier as a result of ESP s efforts or actions, or 2) where the shipments of the shipper, consignee or customer of ESP were first tendered to the Carrier by ESP. If Carrier breaches this agreement and back-solicits or otherwise solicits ESP s customers and obtains shipments from such a customer, ESP shall be entitled, for a period of 18 months from time of such back-solicitation or other solicitation, to twenty percent (20%) of the gross charges billed by Carrier with respect to the shipments, regardless whether the charges were or are collected. Carrier further agrees not to disclose any information regarding any shipment transported pursuant to the Agreement to any person or entity not named in the Carrier Rate Confirmation or bill of lading or receipt with respect to that shipment. 9.0 Third-Party Beneficiaries 9.1 ESP s customers, the consignors and consignees named on the bills of lading, the beneficial owner of the goods, and their assigns, together with assignees and factors of ESP s receivables, are third-party beneficiaries of this Agreement and may rely on it to seek recovery of claims from Carrier or in defending any claims made against any of them Term and Termination: 10.1 This Agreement shall become effective as of the date stated above and shall remain in effect for an initial term of one (1) year, which term shall be automatically extended from year to year, for successive one-year terms, unless sooner terminated as provided below; provided, however, that each shipment offered by ESP and transported by Carrier shall be deemed to result in a separate transportation contract, which incorporates the Carrier Rate Confirmation and all of the terms and conditions of this Agreement, to perform a specific transportation job, transportation task, or transportation delivery for ESP This Agreement may be terminated by either party at any time by giving the other party at least 30 days advance written notice of termination, or may be terminated by either party immediately (or as otherwise provided in the notice) if the other party violates or fails to satisfy any of the terms and conditions of this Agreement; provided, however, that if at the time any such notice of termination is given Carrier has already accepted a shipment for transportation, Carrier shall be contractually obligated to complete the delivery of the shipment and deliver the required documentation to ESP prior to any termination becoming effective. 8

14 11.0 Notices and Deliveries: 11.1 Any written notice required or permitted to be given under this Agreement shall be in writing, unless telephonic communication is expressly permitted, and may be communicated, at the option of the sender, by U.S. mail, overnight express delivery, or by facsimile or transmission, addressed as follows: If to ESP: ESP Transportation, Inc. 444 N. Michigan Avenue, Suite 1050 Chicago, IL Telephone: Facsimile: If to Carrier: Name: Address: City: State: Zip: Telephone: Facsimile: All documents and other items required to be delivered by Carrier to ESP under this Agreement shall be either physically delivered to ESP or sent by or U.S. mail postage prepaid, or delivered by overnight express, at ESP s address set forth above Miscellaneous: 12.1 This Agreement sets forth the entire agreement and understanding of the parties and supersedes all prior and contemporaneous written and oral agreements and understandings that may have existed between them The Parties warrant that the persons signing this Agreement respectively for Carrier and ESP are their authorized representatives to sign such an Agreement. No further proof of authorization is or shall be required This Agreement shall be governed and enforced in accordance with the laws of the State of Colorado, without regard to conflict of law principles, except as to matters controlled by federal law. This Agreement is not assignable except with the prior written consent of both parties It is understood and agreed that any action or proceedings of any kind arising out of, or by reason of, or related to this Agreement, shall be brought only in a state or federal court of competent jurisdiction within the State of Colorado, and Carrier and ESP each hereby 9

15 expressly consents to such venue and the exercise of exclusive jurisdiction over them. The prevailing party in any such action or proceeding shall be entitled to recover its costs and reasonable attorney fees This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one agreement binding on the parties. Carrier and ESP agree that a facsimile or electronic copy of the signature shall be effective as an original signature and may be used in lieu of the original for any purpose. Carrier and ESP may also enter into this Agreement, or the Carrier Rate Confirmation through the electronic application process available at or through other electronic means employed by ESP,and the instrument produced by that process shall constitute a written agreement binding on Carrier and ESP the same as if it contained their original signatures In the event any clause, sentence, paragraph or section of this Agreement is held void or unenforceable for any reason, such holding shall not affect the enforceability of any other provision of the Agreement, which shall otherwise remain in effect and binding as between the parties A waiver by one party of any breach of this Agreement by the other party shall not constitute a waiver respecting any such further or other breach thereof, and this Agreement shall continue in effect according to its provision. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. ESP Transportation, Inc. By: (Signature) CARRIER By: (Signature) Printed Name: Printed Name: Title: Title: 10