REDWOOD MULTIMODAL TSGN DnB#: 03 873 3213 MC … · SCAC: TSGN DnB#: 03‐ ... LLC DBA Redwood...

REDWOOD MULTIMODAL

1765 North Elston Avenue, Suite 301, Chicago, IL 60642 | Main Phone (312) 738‐5500 | Main Fax (312) 738‐8966

SCAC: TSGN DnB#: 03‐873‐3213 MC #: 412533 FEIN #: 36‐4453341

Principal Officers:

Tim Zelasko President [email protected]

Dan Hoover Senior VP & Co‐Founder [email protected]

Mark Ori Senior VP, Sales & Business Development [email protected]

Christopher Thornycroft VP, Carrier Operations [email protected]

ACCOUNTING INFORMATION

Department Contact Phone Fax Email

Freight Payables Peter Ruger (312) 698‐8410 (312) 738‐8966 [email protected]

Vendor Payables Phil Jones (312) 698‐8163 (312) 738‐8966 [email protected]

Accounts Receivable Mary Bolster (312) 698‐8223 (312) 738‐8966 [email protected]

CUSTOMER AND CARRIER REFERENCES ARE AVAILABLE UPON REQUEST

REMIT TO ADDRESS* BANK INFORMATION

Redwood Multimodal 32433 Collections Center Drive

Chicago, IL 60693‐0324

*PAYMENTS ONLY

Bank of America 135 S. LaSalle St. Chicago, IL 60603

Bank Contact: Rosemary Susalla Email: [email protected]

***PAYMENT TERMS ARE NET 30 DAYS***

TRADE REFERENCES

Skip Schrayer Associated Agencies

1701 Golf Road, Tower 3, Floor 7 Rolling Meadows, IL 60008 Phone: (847) 427‐3401 Fax: (847) 427‐3492

Nicole McMurtry USI‐Midwest

1815 S. Meyers Road, Suite 800 Oakbrook Terrace, IL 60181 Phone: (312) 442‐7200 Fax: (610) 362‐8464

Andrew K. Light Scopelitis, Garvin, Light, Hanson & Feary P.C.

10 W. Market Street, Suite 1500 Indianapolis, IN 46204 Phone: (317) 637‐1777 Fax: (317) 687‐2414

Matt Brigges Single Path, LLC

905 Parkview Boulevard Lombard, IL 60148

Phone: (312) 371‐3455

1765 North Elston Avenue, Suite 216, Chicago, IL 60642 ▪ (312) 738-5500 Main Phone ▪ (312) 738-8966 Main Fax

CREDIT APPLICATION

Company Information Company Name:

Phone: ( ) -

Fax: ( ) -

DBA:

Email:

DnB No.:

Physical Address [No P.O. Boxes]:

City: State/Zip:

Federal ID No.:

Type of Business: In Business Since:

Legal Form Under Which Company Operates: 1□ Corporation □ LLC □ Partnership □ Proprietorship State of Incorporation or Registration: [ ]

Has Company Every Filed for Bankruptcy: 1□ Yes 1□ No

If so, When & Where? Date: [ ] Where: [ ]

If Division/Subsidiary, Name of Parent/Holding Company:

In Business Since:

Address of Parent:

City: State/Zip:

Phone: ( ) -

Fax: ( ) -

Email:

Owner/Manager or Officer:

Phone: ( ) -

Email:

Owner/Manager or Officer:

Phone: ( ) -

Email:

Financial & Credit Information Current Year Prior Year

Revenue Operating Ratio

Current Ratio D/E

Billing Information Billing Address:

City: State/Zip::

Contact Name: Phone: ( ) -

Email:

Invoice Submitted By: 1□ Email 1□ Mail 1□ Auto Pay 1□ Other [ ]

POD Required*? 1□ Yes □ No *Originals will NOT be provided

Bank Information Bank Name:

Type of Account: Account No.:

Address:

City State/Zip:

Bank Contact: Phone: ( ) -

Email:

Business & Trade References (3) Business Name & Contact:

Business Name & Contact:

Business Name & Contact:

Address:

Address: Address:

Contact Phone/Fax/Email: Phone: ( ) - Fax: ( ) - Email: [ ]



1765 N. Elston Ave., Suite 216, Chicago, IL 60642 ▪ (312) 738-5500 Main Phone ▪ (312) 738-8966 Main Fax

TERMS & CONDITIONS

The undersigned (“Company”) represents and warrants the above information to be true and accurate and an accurate and complete statement of Company’s financial condition. Company hereby makes this application for credit to Redwood Logistics, LLC, its successors, assigns, affiliates, divisions or subsidiaries, specifically Transportation Solutions Group, LLC DBA Redwood Multimodal, 3PLogic, LLC DBA Redwood Supply Chain Solutions, FXE Warehouse, LLC DBA Redwood Distribution, and Freight Exchange of North America, LLC (collectively referred to as “Redwood”), and, in making this application Company agrees to be bound by all of the terms and conditions contained in this Agreement, any documents referenced in this Agreement or any supplements. No terms or conditions different from the terms and conditions herein will become part of any sales agreement, contract, purchase order or any other document, unless specifically approved, in writing, by Redwood. By this Application and Agreement, Company requests that an account be opened in the name of the Company and agrees to be unconditionally liable for all charges to the account. Redwood’s extension of credit to Company constitutes Redwood’s acceptance of this Credit Application and Agreement for business credit, and Company’s signature constitutes Company’s acceptance of the terms and conditions contained herein and agreement for business credit.

1) Credit will be extended by Redwood to Company based on the information provided in this Application and any other information available to Redwood. Company acknowledges that Company is furnishing the information requested herein, including Company’s financial statement, for the purpose of procuring credit from time to time with Redwood. Company authorizes Redwood to obtain credit and financial information concerning Company at any time and from any source. In addition, Company authorizes Redwood to contact the credit references listed herein and hereby grants permission to those references to release information about Company’s credit history.

2) Should a credit availability be granted by Redwood, all decisions with respect to the extension or continuation of credit will be in the sole discretion of Redwood. Redwood may terminate any credit availability at any time within its sole discretion. If an application for business credit is denied or there is a denial of a request for an increase in business credit, Company has a right to a written statement of the specific reason for denial. To obtain this statement, Company may submit a written request within sixty (60) days from the notification date. Redwood will then send a written statement of the reasons for the denial, within thirty (30) days of receipt.

3) Company agrees to pay any and all charges, fees and costs which Company or any authorized person incurs on the Company’s account. Unless Company notifies Redwood in writing within five (5) days of any unauthorized use of Company’s credit, Company agrees that any other person who incurs charges on Company’s account is authorized to do so.

4) Redwood will provide to Company a statement of account, if requested, which will show Company’s account activities, delinquency charges and new balance. Company agrees to notify Redwood, in writing, of any error in the statement within ten (10) days after the date of that statement. If not so notified, the statement shall be deemed to be expressed on the written quotation signed by Redwood and Company or on Redwood’s invoice. In the absence of such express terms and conditions, Redwood’s terms will be net thirty (30) days from invoice date. Whether or not express in said quotation or invoice, all sums past due thirty-one (31) or more days, shall bear a service/finance charge or delinquency charge at a rate of one and one-half percent (1.5%) per month, or the highest legal rate, whichever is less.

5) Redwood is not a lending institution, and this is not a revolving account. Company promises to pay its account on time. Company agrees that if Redwood is not paid on time, in accordance with Company’s terms, Company shall pay for all costs and expenses incurred by Redwood in connection herewith. Company agrees to pay all attorneys’ fees, costs, collection agency costs/fees and expenses incurred by Redwood relating to this Agreement and/or for any default hereunder. Company agrees that for and in consideration of Redwood’s extension of credit, that Company submits to the personal jurisdiction of Illinois and that this Agreement is to be construed under the laws of the State of Illinois and that if legal action is brought to enforce this Agreement, that Cook County, Illinois shall be the exclusive jurisdiction and legal venue for said action. Company agrees to pay Redwood a $25.00 service charge for all returned or “NSF” checks.

6) Acceptance by Redwood of less than full payment of any amounts due from Company shall not be construed as a waiver of its rights hereunder or at law. Payments received by Redwood may be applied to such portion(s) of Company's unpaid account balance as deemed appropriate.

7) Company agrees that it will not factor, sell or assign the debt, in whole or part, related to the credit granted by Redwood under the terms of this Agreement absent the prior written consent of Redwood.

8) The undersigned consent(s) to Redwood’s use of a non-business consumer credit report on the undersigned in order to further evaluate the credit worthiness of the undersigned as principal(s), proprietor(s) and/or guarantor(s) in connection with the extension of business credit as contemplated by the above Credit Application. The undersigned authorizes Redwood to utilize a consumer credit report on the undersigned from time to time in connection with the extension or continuation of the business credit. Company, Company's agents/principals and guarantor(s) authorize Redwood, at any time, to inquire into and obtain from any bank, lending institution, credit reporting agency or other reference, whether or not listed in the above Credit Application, any and all information relating to Company's credit worthiness or financial condition and/or Company's principals'/agents' personal credit worthiness or financial condition and/or guarantor’s personal credit worthiness or financial condition. The undersigned knowingly consent(s) to the use of such credit report/information consistent with the Federal Fair Credit Reporting Act (15 U.S.C. §1681 et seq.). Company understands that Redwood may report Company’s performance under this Account Agreement to credit reporting agencies or other authorized entities, including but not limited to Dun & Bradstreet and CompuNet Credit Services. Company agrees to release, indemnify and hold harmless Redwood and its employees or agents for any and all liability or claims resulting from this periodic credit inquiry or reporting effort.

9) Company understands and acknowledges that the rights granted to Redwood hereunder are transferrable and assignable between the individual affiliates, divisions and subsidiaries of Redwood. Furthermore, from time to time subsequent to the date hereof, additional affiliates, divisions or subsidiaries of Redwood (hereinafter referred to as an “Additional Subsidiary”) may and shall become a party hereto

1765 N. Elston Ave., Suite 216, Chicago, IL 60642 ▪ (312) 738-5500 Main Phone ▪ (312) 738-8966 Main Fax

and will not require the consent of Company. Each Additional Subsidiary shall become a party hereunder with the same force and effect as if originally named as a subsidiary herein.

10) This Agreement embodies the entire Agreements of the Parties. Should a court of competent jurisdiction find any clause in this Application and Agreement to be void, that clause shall be severed with all other provisions remaining intact and enforceable. No promise, representation or agreement made subsequent to the execution and delivery hereof, by either Party hereto, and no revocation, partial or otherwise, or change, amendment, addition, alteration or modification shall be valid unless the same be in writing signed by all Parties hereto, or by their duly authorized agents.

THE FEDERAL EQUAL CREDIT OPPORTUNITY ACT PROHIBITS CREDITORS FROM DISCRIMINATING AGAINST CREDIT APPLICANTS ON THE BASIS OF RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE (PROVIDED THAT THE APPLICANT HAS THE CAPACITY TO ENTER INTO A BINDING CONTRACT); BECAUSE ALL OR PART OF THE APPLICANT’S INCOME DERIVES FROM ANY PUBLIC ASSISTANCE PROGRAM; OR BECAUSE THE APPLICANT HAS IN GOOD FAITH EXERCISED ANY RIGHT UNDER THE CONSUMER CREDIT PROTECTION ACT. THE FEDERAL AGENCY THAT ADMINISTERS COMPLIANCE WITH THIS LAW CONCERNING THIS CREDITOR IS THE FEDERAL TRADE COMMISSION, DIVISION OF CREDIT PRACTICES, 6TH PENNSYLVANIA AVENUE, NW, WASHINGTON D.C. 20580. By signing here, the undersigned warrants the above Application and Agreement has been carefully read and that the Company understands the same. The undersigned executes this Agreement on behalf of the Company, in the capacity indicated, and acknowledges that he/she has the legal authority to act in such capacity and legally bind the Company.

Signature of Authorized Individual Title of Authorized Individual

Printed Name of Authorized Individual Date

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BROKER/SHIPPER AGREEMENT

THIS BROKERAGE AGREEMENT (“Agreement”) is made and entered on _____________, 20___, by and between _____________________________________ (“SHIPPER”) and Transportation Solutions Group, LLC DBA Redwood Multimodal (“BROKER”) (collectively, the “Parties”).

I.

Recitals

A. WHEREAS BROKER is licensed as a Property Broker by the Federal Motor Carrier Safety Administration (“FMCSA”), or by appropriate State agencies, and as a licensed broker, arranges for freight transportation; and

B. WHEREAS SHIPPER seeks to utilize the services of BROKER to facilitate the transportation of goods on behalf of SHIPPER; and

NOW THEREFORE, intending to be legally bound, BROKER and SHIPPER agree as follows:

II. Agreement

1. SCOPE.

a. The terms of this Agreement may be amended or supplemented by written agreement of BROKER and the SHIPPER as set forth in Appendix A, or in any other written appendices or schedules mutually agreed upon by BROKER and the SHIPPER (collectively, “Appendix”). If a conflict exists between the provisions of this Agreement and the terms of any Appendix, or to the extent that an Appendix addresses matters not addressed herein, BROKER and SHIPPER hereby agree that the terms of the Appendix shall control.

b. Unless otherwise set forth in an Appendix, this Agreement applies to all services performed by BROKER with respect to shipments tendered by SHIPPER.

c. The Parties intend that this Agreement shall not be exclusive. Nothing herein shall grant BROKER any exclusive right to perform property brokerage services on behalf of SHIPPER or obligate SHIPPER to tender any minimum amount of cargo to BROKER.

2. TERM AND TERMINATION.

a. The term of this Agreement shall be for one (1) year and shall automatically be renewed for successive one (1) year periods; provided, however, that either Party may terminate this Agreement with or without cause at any time by giving the other Party thirty (30) days prior written notice.

b. Either Party may additionally terminate this Agreement immediately upon written notice to the other of the following events:

i. Breach of any covenant, obligation, condition or requirements imposed by this Agreement if such breach continues for a period of ten (10) days after written notice thereof; or

ii. A Party becomes insolvent, unable to pay its debts in a timely manner, seeks protection under bankruptcy or receivership laws, or is forced into bankruptcy or receivership.

c. Shipper may additionally terminate this Agreement immediately upon written notice if:

i. Broker loses its operating authority; ii. Fails to procure or maintain insurance coverages required by this Agreement; or

iii. Utilizes the services of Servicing Motor Carriers (as defined below) that do not hold the requisite authority to provide services required by SHIPPER.

3. BROKER’S COMPLIANCE WITH LAW. BROKER represents and warrants that it is duly and legally qualified to operate as a property BROKER and to provide the transportation services contemplated herein. BROKER agrees to comply with all federal, state and local laws regarding the provision of such brokerage services. The Parties understand and agree that BROKER functions as an independent entity, and not as a carrier, in selling, negotiating, providing and arranging for transportation for compensation, and that the actual transportation of shipments tendered to BROKER shall be performed by third-party motor carriers (“Servicing Motor Carriers”).

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4. PAYMENT AND CHARGES. SHIPPER shall tender certain shipments, from time to time, to BROKER. With respect to any shipment tendered by SHIPPER to BROKER, BROKER shall invoice SHIPPER for its services in accordance with the rates and charges as agreed to in writing by both Parties prior to the movement of the shipment. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates shall be considered “written,” and shall be binding upon BROKER’s invoice to SHIPPER and SHIPPER’s payment to BROKER. In the event that Brokerage services are provided and it is subsequently discovered that there was no applicable or understood rate, the Parties agree that the charges invoiced by BROKER shall be the agreed upon contract rate of the Parties for the services provided, unless such payment is objected to by SHIPPER within ten (10) days of the invoice date. SHIPPER agrees to pay BROKER within thirty (30) days of receiving invoice, without deduction or setoff unless agreed to in writing by the Parties, with interest accruing monthly at a rate of one percent (1%) on past due invoices. Shipper shall also be liable for any expenses, including attorney fees, BROKER incurs in collecting its rates and charges with respect to undisputed invoices. BROKER shall be solely responsible for making payments of freight and other accessorial charges to Servicing Motor Carriers utilized by BROKER to provide the transportation services. BROKER will implement and maintain in their written contracts with Servicing Motor Carriers that BROKER has the exclusive right to handle all billing of freight charges to the Shipper and/or Customer for the transportation services provided, and as such, the Servicing Motor Carrier shall agree to refrain from all collection efforts against the SHIPPER, Customer, or the receiver. Payment of the freight charges to BROKER shall relieve SHIPPER or other responsible party of any liability to the Servicing Motor Carrier for non-payment of its freight charges; and BROKER hereby covenants and agrees to indemnify SHIPPER or other responsible party against such liability.

5. SERVICING MOTOR CARRIERS. Unless set forth in an Appendix, BROKER shall require by written contract that each Servicing Motor Carrier providing transportation services to SHIPPER agrees:

a. That it is duly and legally licensed under applicable state, provincial and federal law to provide any transportation services required under this Agreement, and that it does not have an unsatisfactory or unfit safety rating issued by the United States Department of Transportation (“DOT”) or any state or provincial authority with jurisdiction over its operations.

b. That it is performing services pursuant to contract and that in no event shall any provision in any tariff, service guide, bill of lading, delivery receipt, or other shipment documentation apply to services performed with respect to shipments tendered by or to SHIPPER.

c. That it will obtain a receipt showing the kind and quantity of product delivered to the consignee of each shipment at the destination.

d. That it will furnish all equipment necessary at its sole cost and expense and bear all expenses related to the use or operation of the equipment; that it will utilize only legally licensed personnel qualified in accordance with governing law; and that it shall provide all services as an independent contractor and assume responsibility for financial obligations arising out of the transportation services.

e. That it shall accept liability as a motor carrier under the Carmack Amendment (as currently codified at 49 U.S.C. § 14706 and as amended from time to time) for loss, damage, or delay to goods tendered by or on behalf of Shipper; that no limitation of liability shall apply to any such shipment except that Servicing Motor Carrier’s full value liability shall be limited to $100,000 per trailer or conveyance unless a higher value is declared in writing prior to pickup and Servicing Motor Carrier has agreed to such valuation; and that it waives any right to salvage goods (as well as any right to claim entitlement offset salvage value) tendered by or to Shipper.

f. That it will, at its sole cost and expense, procure and maintain during any period in which it handles shipments tendered by or to Shipper the following insurance coverage:

i. Commercial General Liability Insurance (“CGL”) covering the transportation of shipments and other operations under this Agreement in an amount not less than $1,000,000.00 (U.S. Dollars) per occurrence;

ii. Commercial Automobile/Trucking Liability insurance (“AL”) coverage with limits of not less than $1,000,000.00 (U.S. Dollars) per occurrence;

iii. All Risk Broad Form Motor Truck Cargo Legal Liability insurance (“Cargo”) in an amount not less than $100,000 (U.S. Dollars) per occurrence; and

iv. Workers’ Compensation insurance or analogous coverage with statutory limits (or compliance with monopolistic state funds).

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g. That all coverages set forth above shall be with reputable and financially responsible insurance companies (rated B+ or better). Servicing Motor Carrier shall agree to furnish to BROKER written certificates showing that such insurance has been procured.

h. Servicing Motor Carrier shall agree to defend, indemnify against, and hold harmless SHIPPER from any and all claims, actions, losses, expenses, fines, fees, verdicts, judgments, or any other damages, obligations, or liabilities, including attorneys’ fees (“Servicing Motor Carrier Claims”), arising pursuant to the services provided to SHIPPER to the extent such Servicing Motor Carrier Claims are caused by the negligence or other wrongful conduct of the Servicing Motor Carrier.

i. That it will perform the transportation services directly with equipment under its own authority and that it shall not co-broker, trip lease, or otherwise subcontract the transportation or handling of any shipment tendered to it pursuant to this Agreement. The foregoing shall not be construed as prohibiting interlining which, for the purposes of this Agreement, shall mean that the Servicing Motor Carrier performs some part of the motor carrier transportation in Equipment operating under the Servicing Motor Carrier’s own authority.

j. That it will waive liens it may otherwise have with respect to goods tendered by or to SHIPPER.

6. INDEMNIFICATION.

a. BROKER shall indemnify, defend and save SHIPPER harmless from and against any and all liability, claims, loss, costs, fines, penalties, expenses (including attorney’s fees), judgments, or demands on account or damage of any kind whatsoever, including but not limited to personal injury, property damage, cargo damage, or any combination thereof, suffered or claimed to have been suffered by any person or persons, arising out of BROKER’s services provided in connection with this Agreement to the extent such claim is caused by 1) the negligence or intentional misconduct of BROKER; 2) BROKER’s or its employees’ violation of applicable laws or regulations; or 3) BROKER’s or its employees’ breach of this Agreement.

b. BROKER shall also indemnify, defend, and save SHIPPER harmless from and against any and all claims of payment made by Servicing Motor Carriers as long as SHIPPER has made timely payment in accordance with the provisions of this Agreement to BROKER of the full amount owing to BROKER for the services underlying the Servicing Motor Carrier’s claim.

c. SHIPPER shall indemnify, defend and save BROKER harmless from and against any and all liability, claims, loss, costs, fines, penalties, expenses (including attorney’s fees), judgments, or demands on account or damage of any kind whatsoever, including but not limited to personal injury, property damage, cargo damage, or any combination thereof, suffered or claimed to have been suffered by any person or persons, arising out of SHIPPER’s performance under this Agreement to the extent such claim is caused by 1) the negligence or intentional misconduct of SHIPPER; 2) SHIPPER’s or its employees’ or agents’ violation of applicable laws or regulations; or 3) SHIPPER’s or its employees’ or agents’ breach of this Agreement.

d. In the event that such claims, liabilities, losses, damages, fines, penalties, payments, costs and expenses (including without limitation, reasonable attorney fees) are caused by the joint and concurrent negligence or other fault of the Parties, or the Parties and a third party, the indemnity obligations for such claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses shall be borne by each Party in proportion to its degree of negligence or other fault.

e. Any indemnified Party shall promptly tender the defense of any claim to the indemnifying Party.

f. In no event shall either Party be responsible for any special, punitive or consequential damages under this Agreement regardless of whether such Party had notice of the possibility of such damages.

7. INDEPENDENT CONTRACTOR. BROKER represents and warrants that it is an independent contractor under this Agreement and that its employees are under BROKER’s exclusive management and control, and that SHIPPER neither exercises nor retains any control over BROKER, its operations or employees in any manner whatsoever.

8. BROKER INSURANCE. BROKER shall comply with all insurance and bonding requirements imposed upon it by law, including its obligation to maintain a surety bond to benefit the SHIPPER.

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9. CARGO LOSS, DAMAGE, OR SHORTAGE.

a. SHIPPER acknowledges and agrees that the Servicing Motor Carrier’s liability for cargo loss and damage is limited to $100,000 per trailer or conveyance. At the time of communicating the shipment to BROKER, but in no event later than twenty-four (24) hours prior to scheduled pick-up, SHIPPER may request that BROKER arrange to transport a shipment with a higher valuation as set forth in the Rate Confirmation Agreement. If BROKER agrees to arrange such transportation, BROKER will arrange the transportation with a Servicing Motor Carrier that agrees to such limitation as long as SHIPPER has declared such increased value on the face of the bill of lading presented to or by the Servicing Motor Carrier at pick-up.

b. In the event of a cargo loss, damage, delay or shortage claim, BROKER agrees to facilitate filing of cargo claims with the Servicing Motor Carrier as long as SHIPPER complies with the obligations set forth in this section. SHIPPER agrees to notify BROKER promptly after becoming aware of any such claim by phone and to subsequently submit to BROKER a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo damage. Thereafter, SHIPPER shall comply, at SHIPPER’s cost and expense, with BROKER’s reasonable requests intended to resolve such claim.

c. SHIPPER must submit a written claim to BROKER within eight (8) months of delivery, or within eight (8) months of the date delivery should have occurred if no delivery is made, or BROKER shall have no obligation to assist in the facilitation of such claims.

d. It is understood and agreed that BROKER is not a motor carrier and as such, BROKER shall have no liability for cargo loss, damage, or shortage except to the extent such claims are caused by BROKER’s negligent acts or omissions. With respect to the standard for BROKER negligence with respect to Servicing Motor Carrier’s insurance, the failure of the Servicing Motor Carrier to possess insurance required by law will be deemed a negligent act or omission on the part of BROKER.

e. Shipper acknowledges that where less-than-truckload, intermodal or rail shipments are tendered, the published service conditions, accessorial charges and released rates of the applicable Servicing Motor Carrier shall apply.

10. SHIPPING DOCUMENTS. Unless otherwise agreed in writing, all shipments tendered shall be accepted on a bill of lading. The bill of lading shall act as a receipt only and in no event shall the terms and conditions of the bill of lading be binding on the Parties. Upon request, BROKER shall instruct Servicing Motor Carriers to obtain a delivery receipt from the consignee, showing the products delivered condition of the shipment and the date and time of such delivery.

11. NOTIFICATION OF ACCIDENTS OR DELAYS. BROKER agrees to notify SHIPPER of any accident or other event of which BROKER is apprised and which prevents the Servicing Motor Carrier from making a timely or safe delivery.

12. LEGAL RESTRAINT OR FORCE MAJEURE. In the event performance by one Party is affected by any cause beyond the reasonable control of such Party, including without limitation, fire, labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, local or national disruptions to transportation networks or operations, fuel shortages, governmental regulations, or governmental request or requisition for national defense, and provided that the applicable cause is not attributable to the acts or omissions of such Party, and such Party is taking reasonable measures to remove or mitigate the effects of the applicable cause, then the performance of all obligations required herein shall, with the exception of payment of invoices, be suspended during the continuance of such interruption, and such Party shall promptly notify the other Party of such interruption. Such period of suspension shall not in any way invalidate this Agreement, but on resumption of operations, any affected performance by such Party shall be resumed. No liability shall be incurred by either Party for damages resulting from such suspensions.

13. COMMUNICATIONS. To the extent practicable, communications between BROKER and SHIPPER, including, but not limited to, invoicing, payment, Rate Confirmation Agreements, and proofs of delivery, will be electronic in a format mutually agreeable to the Parties. The Parties hereby waive any objection to the authenticity of such electronic communications as long as such communications comply with the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, or related legislation as applicable.

14. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. This Agreement may not be assigned or transferred in whole or in part. This Agreement shall be binding upon and inure to the benefit of the Parties hereto.

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15. SEVERABILITY. In the event that the operation of any portion of this Agreement results in a violation of any law, the Parties agree that such portion shall be severable and that the remaining provisions of this agreement shall continue in full force and effect.

16. DISPUTE RESOLUTION. This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the state of Illinois and in the event of any disagreement or dispute, the laws of Illinois shall apply and suit must be brought in Illinois as each party specifically submits to the exclusive personal jurisdiction of such courts for disputes involving this Agreement.

17. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement of the Parties with reference to the subject matters herein, and may not be changed, waived, or modified except in writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first

above written.

BROKER: Transportation Solutions Group, LLC DBA Redwood Multimodal

SHIPPER: ______________________________

Signature:

_______________________________

Signature:

_____________________________

Printed:

_______________________________

Printed:

_____________________________

Address:

1765 N. Elston Ave., Suite 301 Chicago, IL 60642

Address:

_____________________________ _____________________________ _____________________________

Phone:

(312) 698-8213

Phone:

_____________________________

Fax:

(312) 698-9313

Fax:

_____________________________

Email:

[email protected]

Email:

_____________________________

FID No.:

_____________________________

http://www.kvisoft.com/pdf-splitter/

The Standard Carrier Alpha Code of

CERTIFICATE OF STANDARD CARRIER ALPHA CODE (SCAC) RENEWAL

This Alpha Code will apply only to the company name shown above through June 30, 2015. Approximately two months prior to expiration of this SCAC, NMFTA will provide a renewal notice which must be promptly returned together with payment to ensure its continued validity. Should the company name or address change, please notify the National Motor Freight Association, Inc. at the address below.

Alpha Codes ending with the letter "U" have been reserved for the identification of freight containers. If your Alpha Code ends with the letter "U", it should be used only for this purpose. A non-U ending Alpha Code should be obtained to satisfy other requirements such as company identification for Customs, Electronic Data Interchange, freight payments, etc.

If you participate in the Bureau of Customs and Border Protection (BCBP) automated programs (ACE, AMS,CAFES, FAST, PAPS), your SCAC and related company information has been sent to BCBP electronically and is updated on a nightly basis. If you have encountered a problem using your SCAC with BCBP, or a copy this letter has been requested by BCBP, only then should you forward the requested information (email preferred as a PDF or TIF attachment) to the following address:

CBP SCAC Processing Bureau of Customs and Border Protection 7681 Boston Blvd., Beauregard 1st Fl Wing A Springfield, VA 22153 [email protected]

NOTICE: Renewal of the above listed SCAC is unrelated to participation in the National Motor Freight Classification (NMFC). Further, it does not confer membership in the National Motor Freight Traffic Association, Inc. nor allow use of the NMFC inconnection with freight rates. For participation and membership information, please call (703) 838-1810

412533

TRANSPORTATION SOLUTIONS GROUP LLC (N/K/A TRANSPORTATION SOLUTIONS GROUPLLC D/B/A REDWOOD MULTIMODAL)1765 N ELSTON AVE SUITE #301CHICAGO, IL 60642

ANNA GUREWITZTRANSPORTATION SOLUTIONS GROUP LLC (N/K/A TRANSPORTATION SOLUTIONSGROUP LLC D/B/A REDWOOD MULTIMODAL)1765 N ELSTON AVE SUITE #301CHICAGO, IL 60642

May 20, 2014

has been renewed for:TSGN

MC-

1001 North Fairfax Street • Suite 600 • Alexandria, VA 22314-1798 • ph: 703.838.1810 • fax: 703.683.1094web: www.nmfta.org • email: [email protected]

INSR ADDL SUBRLTR INSR WVD

DATE (MM/DD/YYYY)

PRODUCER CONTACTNAME:

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

E-MAILADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBERPOLICY EFF POLICY EXP

TYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

GENERAL LIABILITY

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY

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

AUTHORIZED REPRESENTATIVE

INSURER(S) AFFORDING COVERAGE NAIC #

Y / N

N / A(Mandatory in NH)

ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

EACH OCCURRENCE $DAMAGE TO RENTED

COMMERCIAL GENERAL LIABILITY $PREMISES (Ea occurrence)

CLAIMS-MADE OCCUR MED EXP (Any one person) $

PERSONAL & ADV INJURY $

GENERAL AGGREGATE $

GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $

$PRO-POLICY LOCJECT

COMBINED SINGLE LIMIT$(Ea accident)

BODILY INJURY (Per person) $ANY AUTOALL OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS AUTOS

HIRED AUTOSNON-OWNED PROPERTY DAMAGE $AUTOS (Per accident)

$

OCCUR EACH OCCURRENCE $

CLAIMS-MADE AGGREGATE $

DED RETENTION $ $WC STATU- OTH-TORY LIMITS ER

E.L. EACH ACCIDENT $

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

E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below

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

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

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION

© 1988-2010 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORDACORD 25 (2010/05)

ACORDTM CERTIFICATE OF LIABILITY INSURANCE 01/06/2015

USI Midwest- Transportation234 Spring Lake DriveItasca, IL 60143

Michelle Seneker312-442-7275 610-362-8458

[email protected]

Redwood Multimodal1765 N. Elston Ave, Ste 216Chicago, IL 60642

Travelers Property Cas. Co. of Lexington Insurance CompanyGreat West Casualty Company

256741943711371

BX

021458362

Truck BrokerLiability

06/01/2014 06/01/2015 1,000,000

C

N

WC25524D 06/01/2014 06/01/2015 X1,000,000

1,000,0001,000,000

A Motor Truck CargoLegal Liability

QT6606B383985TIL14 06/01/2014 06/01/2015 $100,000 Limit/$10,000 Ded.

**SAMPLE**

1 of 1#S14103807/M12505753

TRANSSOL1Client#: 648450

MXSAA1 of 1

#S14103807/M12505753

The U.S. Environmental Protection Agency recognizes

Redwood MultimodalAs a Registered

SmartWay® Transport PartnerSmartWay ID: 43076342

Expires: 09/16/2015

Cheryl BynumCenter Director, SmartWay Transport Partnership

REDWOOD MULTIMODAL TSGN DnB#: 03 873 3213 MC … · SCAC: TSGN DnB#: 03‐ ... LLC DBA Redwood...

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