WESTERN EXPRESS.pdf

8/11/2019 WESTERN EXPRESS.pdf

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7135 Centennial Place Nashville, TN 37209(866) 235-9327 Fax (615) 777-1231

________ ________Customer References: Carrier References:

Bridgestone/Firestone J&R Trucking

PO Box 140991 2168 Epperson Spring, RD

Nashville, TN 37214 Westmoreland, TN 37186

615-319-0080 615-644-3160 Rhonda

Michelin North America, Inc. Tri State Express

PO Box 100860 2264 A Landmeier Road

Atlanta, GA 30384 Elk Grove Village, IL 60007

800-382-2456 630-230-1107 Donny, Miro

Comdata Network New Hope Transport, LLC

Brentwood, TN 9924 Carob Ave

615-370-4000 Fontana, CA 92335

909-434-4478 Tony

Nacorlo Volvo

PO Box 1382 Dennis Truck Lines, Inc.

Nashville, TN 37202 PO 1066

615-259-9500 Vidalia, CA

800-841-1120

________ ________


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CONTACT INFORMATION:

Main Phone (866) 235-9827

Main Fax (615) 777-1231

www.westernexp.com

CUSTOMER SERVICE:

Elizabeth Dooley Darrell Bradford

[email protected] [email protected]

Catie Buck Stephanie [email protected] [email protected]

FREIGHT BROKER:

Palmer Hillis Cody Rushing


Mark Clifford Cliff Crane


Zach Frey Ben [email protected] [email protected]

JJ Mena Steve Hansel


Clint Miskove Chris Amrhein


Justin Wakefield Reid Ross


Jennie Lucas

[email protected]

ACCOUNTS PAYABLE: LOGISTICS VICE PRESIDENT:

Sherri Vanatta Matt Buck


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Phone (615) 369-8238 [email protected]

[email protected]

U.S. Department of Transportation 1200 New Jersey Avenue S.E.

Federal Motor Carrier Safety Administration Washington, DC 20590

SERVICE DATEOctober 14, 2009

LICENSE

MC663656WESTERN LOGISTICS, INC

NASHVILLE, TN

This License is evidence of the applicant authority to engage in operations, in interstate or foreign commerce, as a broker,

arranging for transportation of freight (except household goods)by motor vehicle.

This authority will be effective as long as the broker maintains insurance coverage for the protection of the public (49 CFR

387) and the designation of agents upon whom process may be served (49 CFR 366). The applicant shall also render

reasonably continuous and adequate service to the public. Failure to maintain compliance will constitute sufficient

grounds for revocation of this authority.

Kathy Weiner, Chief

Information Systems Division

BPO


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CONTRACT CARRIERBROKER CONTRACT

Agreement is made, by and between_________________________hereinafter referred to as CARRIER and

WESTERN LOGISTICS, INC. hereinafter referred to as BROKER.

WITNESSETH:

(1) CARRIER is a motor contract carrier of properly authorized by Permit No. MC _____________and

sub members thereof (a copy of which permit is attached hereto and made a part hereof) to provide

transportation of property under contract with shippers and receivers of general commodities, and

(2) BROKER is a motor carrier broker, licensed to arrange for the transportation of property by License

No. MC: 663656 (a copy of which license is attached hereto and made a part hereof), and controls the

transportation of the commodities to be tendered to CARRIER, in accord with the criteria established in Dixie

Midwest Express 132 M.C.C. 794 (1982), and, thus is a shipper under those criteria.

NOW THEREFORE, in consideration of the representation made herein, the parties agree as follows:

SPECIFIC OBLIGATION OF CARRIER

Liability of Carrier

(a) The CARRIER shall issue a bill of lading in accord with 49 U.S.C. Section for property received for

transportation under this contract and shall be liable to the person entitled to receive under the bill of lading.

Failure to issue a bill of lading does not affect the liability of the CARRIER. The CARRIERSs liability shall be the

same as a carriers liability under 49 U.S.C. 11202 and terms of Uniform Bills of Lading.

(b) CARRIER agrees to maintain public liability coverage in a minimum of $1,000,000, and workers

compensation of statutory limits. CARRIER agrees to maintain cargo insurance in an amount not less than

$100,000 to compensate those parties entitled to recover under the preceding paragraph. CARRIER shall cause

its insurance carrier to forward forthwith to BROKER a standard Certificate of Insurance which Certificate shall

require the insurance carrier to give BROKER written notice thirty (30) days prior to the cancellation of such

insurance. The cargo insurance shall be in the form required by 49 C.F.R. 1043.2 (b), and shall have no

exclusions or restrictions that would not be accepted by the Federal Motor Carrier Safety Administration and/or

the Department of Transportation for a filing under the statutory requirements of the above-cited section, but

shall, in all respects, be identical to the cargo insurance filed in accord with the said section. BROKER also

requires a copy of CARRIERs cargo exclusions on file to be forwarded to the BROKER by the insurance carrier.

CARRIERs liability coverage does not meet the required $1,000,000 CARRIER agrees a surcharge may be added

to each shipment handled by CARRIERS.


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(c) CARRIERs liability shall begin at the time cargo is loaded upon CARRIERs equipment at point of

origin, and continue until said cargo is delivered to the designated consignee of destination, or to any

intermediate stop off party.

(d) CARRIER agrees to defend and hold harmless BROKER and BROKERs CUSTOMER against any and all

loss and damage claims on each shipment transported by CARRIER pursuant to this Agreement. CARRIER further

agrees to defend and hold harmless BROKER and BROKERs CUSTOMER from any and all liability, crisis anddamages to persons and/or property arising out of CARRIERSs operations hereunder, together with court costs

and attorney fees, and including but not limited to all environmental, clean-up, load, fuel and other taxes, fees

or permits, related to the shipments transported by CARRIER as arranged by BROKER.

II. SPECIFIC OBLIGATIONS OF BROKER

(a) BROKER shall offer to CARRIER for shipment a minimum quantity of not less than 160,000 pounds

per year, or a minimum of four (4) shipments for each year this agreement remains in effect, and the CARRIER

shall agree to transport those shipments tendered that period of time.

(b) BROKER agrees to pay CARRIER for the transportation of all commodities moved under thisagreement, in accordance with the rate set forth herein of Addends thereto, within 21 to 30 days of the receipt

by BROKER of CARRIERS invoice covering such transportation with a proof of de livery and signed rate

confirmation.

III. RATES AND CHARGES

The basic transportation rate negotiated between the parties will be confirmed by BROKERS rate fax

confirmation sheet. This sheet will be sent by facsimile machine shall be signed and sent back by facsimile

machine. A sample is attached hereto.

Additional rates or modifications of the rates may be established or amended in order to meet specific

shipping schedules, as mutually agree, but such changes shall be sent by the party initiating the change, by

facsimile machine, to the other party, and the approval of the change shall be demonstrated by the second

party initializing the change and returning, by facsimile machine, the proposed change with the initialed

approval. These changes shall be separately numbered.

In addition, verbally agreed rates are to be considered confirmed where the CARRIERS has billed at the

agreed rate and the BROKER has paid the agreed rate. IF the BROKER pays a lesser rate, that rate will be

confirmed as the agreed rate unless the CARRIER disputes the amount paid by the BROKER confirmations of

rates, including the confirmation by billing.

CARRIER authorizes BROKER to invoice Shipper, receiver, consignor or consignee for freight charges as agent for

an on behalf of CARRIER. Payment of the freight charges to BROKER and shall relieve shipper, receiver,

consignor or consignee of any liability to the CARRIER for nonpayment of charges.

IV. BILLS OF LADING

The bill of lading shall note that the shipments were transported by CARRIER, acting as a carrier, and

that the shipment was arranged by BROKER, acting as a broker. The name of the underlying shipper shall be


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inserted in the bank for the shipper, and the name of the consignee shall be inserted in the bank for the shipper,

and the name of the consignee shall be inserted in the bank for the consignee. When BROKER has assembled

multiple shipments into less than or truckload lots, the list of underlying shippers will be attached as an

Appendix to the bills of lading.

V. COMPLIANCE WITH 49 U.S.O 10102

Both parties recognize that the contract carrier service is solely to be provided by CARRIER, either (1)

assigning motor vehicles in a continuing period of time and the exclusive use of a shipper or (2) providing service

designed to meet the distinct needs of the shipper. This agreement does not contemplate the assignment of

motor vehicles under continuing agreements, but the contract arrangement has been designed to meet the

distinct needs of the BROKER.

Paragraph VI (a) imposes a further obligation of the CARRIER that claims shall be settled in accordance

with 49 C.F.R. 1005 Ex. Parte 263, and the provision known as the Carmack Amendment and this is also designed

to meet the distinct needs of the BROKER. Further, the BROKER needs a single forum for the settlement of

disputes and paragraph VI (b) meets this distinct need of the BROKER.

VI. PROVISION AS TO THE SETTLEMENT OF FREIGHT CHARGES AND OTHER DISPUTES

(a) Cargo claims shall be settled in accordance with the regulations modified at 49 C.F.R 1005. CARRIER

shall be liable for full actual loss, damage or shortages, including loss or claims due to delivery beyond requested

transit times. Carrier agrees that upon failure to provide signed proof of delivery freight charges may be

withheld by BROKER pending resolution. In event of breach or of obligations asserted against BROKER due to

CARRIERS alleged breach, damage, loss or theft claims, BROKER shall have the right to withhold or set/off any

payments owing to CARRIER and/or received from shippers which BROKER might be obligated to pay CARRIER.

(b) Place of Suit and Attorney Fees: Should it be necessary to enforce the terms and provisions of this

agreement, the parties agree that suit shall be bought in Davidson County, in the State of Tennessee. The

successful party shall be entitled to all court costs and expenses of litigation, including a reasonable attorney

fee. This argument shall be interpreted both in its making and in performance under the laws of the state of

Tennessee.

VII

The relationship of the CARRIER to the BROKER shall, at all times, be that of an independent contractor,

except that the BROKER shall be the agent for the carrier for the collection of charges, when the shipper pays

the BROKER.

VIII

CARRIER shall not solicit and if tendered to CARRIER, CARRIER agrees not to transport such traffic

(except pursuant to terms and commissions to BROKER set forth herein) traffic from any shipper, consignor,

consignee or customer of BROKER where (1) the availability of such traffic first became known to CARRIER as a

result of BROKERS efforts, or (2) where the traffic of the shipper, consignor, consignee or customer of the


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BROKER was first tendered to the CARRIER by the BROKER. If CARRIER breaches this agreement and back-

solicits the BROKERS customers, and obtains traffic from such a customer, the BROKER is entitled to seek

injunctive relief and/or for a period of 15 months after the involved traffic first begins to move, to a commission

from the CARRIER of 25% of transportation revenue received on the movement of the traffic.

IX

Neither party hereto will be liable for the failure to tender of timely transport freight under this

AGREEMENT if such failure, delay or other omission is caused by strikes, acts of God, war, accidents, civil

disorder, or thorough compliance with legally constituted order of civil or military authorities.

X

This AGREEMENT is to become effective upon signing, and shall remain in effect for a period of one year

from such date, and from year to year thereafter, subject to the right of either party hereto cancel or terminated

the AGREEMENT at any time upon not less than thirty (30) days written notice to one party or the other.


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FORM BMC-85 License No.

MC #:__663656___

PROPERTY BROKERS OR HOUSEHOLD GOODS BROKERS TRUST FUND AGREEMENT UNDER 49 U.S.C

13906

OR NOTICE OF CANCELLATION OF THE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS, That we________________WESTERN LOGISTICS, INC._________________(Broker)

of_____________ 7135 CENTENNIAL PLACE NASHVILLE TN 37209________(Street) (City) (State) (Zip Code)

as TRUSTOR (hereinafter called Trustor), and________________PINNACLE NATIONAL BANK_________________(Name of Trustee)

a financial institution created and existing under the laws of________________TENNESSEE__________________(State or District of Columbia)

as TRUSTEE (hereinafter called Trustee) held and firmly bind ourselves and our heirs, executors, administrators, successors, and assigns,

jointly and severally, firmly by these presents.

WHEREAS, the Trustor is or intends to become a Broker pursuant to the provisions of the Title 49 U.S.C. 13904, and the rules and regulations

of the Federal Motor Carrier Safety Administration relating to insurance or other security for the protection of motor carriers and shippers,

and has elected to file with the Federal Motor Carrier Safety Administration such a Trust Fund Agreement as will ensure financial

responsibility and the supplying of transportation subject to the ICC termination Act of 1995 in accordance with contracts, agreements, or

arrangements therefore, and

WHEREAS, this Trust Fund Agreement is written to assure compliance by the Trustor as a licensed Property Broker of Transportation by

motor vehicle with 49 U.S.C 13906 (b), and the rules and regulations of the Federal Motor Carrier Safety Administration, relating to

insurance or other security for the protection of motor carriers or shippers, and shall here to the benefit of any and all motor carriers toshippers to whom the Trustor me be legally liable for the damages herein described.

NOW, THEREFORE, the Trustor and Trustee, to accomplish the above, agree as follows:

1.

Trustee agrees that payments made pursuant to the security provided herein to shippers and motor carriers pursuant to this

agreement will be made exclusively and directly to shippers or motor carriers that are parties to contracts, agreements or

arrangements with Trustor.

2.

Trustee agrees that the protection afforded to shippers and motor carriers will continue until any and all claims made by shippers or

motor carriers have been settled or until the funds deposited by Trustor pursuant to this Agreement have been exhausted whichever

comes first.

3.

The parties hereto acknowledge and certify that said Trustee shall exclusively manage the security and trust fund, as herein set forth,

and shall have legal title to the security and trust fund, pursuant to the terms and conditions set forth in this agreement, acknowledge

and certify that (a) said Trustee, neither has nor expects to have any interest, financial proprietary, or otherwise, whatsoever, in

Trustor, and (b) said Trustor, neither has or expects to have any interest, financial, proprietary, otherwise, whatsoever, in Trustee.

4.

Trustee acknowledges the receipt of the sum of Ten Thousand Dollars ($10,000.00), to be held in trust under the terms and conditions

set forth herein.

5.

Trustee may, within its sole discretion, invest the funds comprising the corpus of the trust fund consistent with its fiduciary obligation

under applicable law.

6. Trustee shall pay, up to a limit of Ten Thousand Dollars ($10,000.00), directly to a shipper or motor carrier any gain or sums which

Trustee, in good faith, determines that the Trustor has failed to pay and would be held legally liable by reason of Trustorsfailure to

perform faithfully its contracts, agreements, or arrangements for transportation by authorized motor carriers, made by Trustor while

this agreement is in effect, regardless of the financial responsibility, or lack thereof, or the solvency or bankruptcy, or Trustor.


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7.

In the event that the trust fund is drawn upon and the corpus of the trust fund is a sum less than Seventy-Five Thousand Dollars

($75,000.00) For Household Goods Brokers, Trustor shall, within thirty (30) days, replenish the trust fund up to Seventy Five Thousand

Dollars ($75.000.00) for Property Brokers or Seventy Five Thousand Dollars ($75,000) for Household Goods Brokers by paying to the

Trustee a sum equal to the difference between the existing corpus of the trust fund and Seventy Five Thousand Dollars ($75,000.00) for

Property Brokers or Seventy Five Thousand Dollars ($75,000.00) for Household Goods Brokers.

8.

Trustee shall immediately give written notice to the FMCSA of all lawsuits files, judgments rendered, and payments made under the

trust agreement and of all failure by Trustor to replenish the trust fund as required herein.

9.

This agreement may be cancelled at any time upon thirty (30) days written notice by the Trustee or Trustor to the FMCSA on the form

printed at the bottom of this agreement. The thirty (30) day notice period shall commence upon actual receipt of a copy of the trust

fund agreement with the completed notice of cancellation at the FMCSAs Washington, DC office. The Trustee and/or Trustor

specifically agree to file such written notice of cancellation.

10.

All sums due to the Trustee as a result, directly or indirectly, of the administration of the trust fund under this agreement shall be billed

directly to Trustor and in no event shall said sums be paid from the corpus of the trust fund herein established.

11.

Trustee shall maintain in a record of all financial transactions concerning the Fund, which will be available to Trustor upon request and

reasonable notice and to the FMCSA upon request.

12.

This agreement shall be governed by the laws in the State of___TENNNESSEE___, to the extent not inconsistent with the rules and

regulations of the FMCSA.

This trust fund agreement is effective the__25th__ dayof__SEPTEMBER__, __2013__, 12:01a.m., standard time at the address of

the Trustor as stated herein and shall continue in force until terminated as herein provided.

Trustee shall not be liable for payments of any of the damages hereinbefore described which arise as the result of any contracts,

agreements, undertakings, or arrangements made by the Trustor for the supplying of transportation after the cancellation of this

Agreement, as herein provided, but such cancellation shall not affect the liability of the Trustee for the payment of any such damages arising

as the result of contracts, agreements, or arrangements made by the Trustor for the supplying of transportation prior to the date such

cancellation becomes effective.

IN WITNESS WHEREOF, the said Trustor and Trustee have executed this instrument on the______________25th_______________

dayof______SEPTEMBER______, __2013__.

TRUSTOR TRUSTEE

Company Name Western Logistics, Inc. Name of Institution Pinnacle National BankAddress 7135 Centennial Place C/O: S.P.A Brokers Trust

Nashville, TN 37209 2240 Gallows RoadAddress Vienna, VA 22182Telephone No.

703-573-0700

Only financial institutions as defined under 49 CFR 387.307(c) may qualify

to act as Trustee, Trustee, by the above signature, certifies that it is a

financial institution and has legal authority to assume the obligations ofTrustee and the financial ability to d ischarge them.

NOTICE OF CANCELLATION

THIS IS TO ADVISE THAT THE ABOVE BROKER TRUST FUND AGREEMENT EXECUTED ON THE DAY OF _______________________ , _______________,

IS HEREBY CANCELLED AS SECURITY IN COMPLIANCE WITH THE FMCSA SECURITY REQUIREMENTS UNDER 49 U.S.C 13906(b) and 49 C.F.R 387.3 07,

EFFECTIVE AS OF THE DAY OF _______________________ , __________________ , 12:01 A.M. STANDARD TIME AT THE ADDRESS OF THE TRUSTOR,

PROVIDED SUCH DATE IS NOT LESS THAN THIRTY (30) DAYS AFTER THE ACTUAL RECEIPT OF THIS NOTICE BY THE FMCSA.

___________________________ ____________________________________DATE SIGNED SIGNATURE OF AUTHORIZED

REPRESENTATIVE OF TRUSTEE OR TRUSTOR


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WESTERN EXPRESS.pdf