TERMS OF SERVICES
WHEREAS Transporter is duly licensed for and engaged in the business of transporting medical marijuana (MMJ), and MMJ related products, by motor vehicle within the boundaries of the State of Missouri, as a contractor to other MMJ licensees;
WHEREAS Transporter desires to furnish to Shipper secured motor vehicle transportation and related services designed to meet the distinct needs of Shipper, as hereinafter more fully described; and
WHEREAS, Shipper desires to obtain such services from Transporter;
NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto hereby agree as follows:
This Agreement shall be effective for one year from the date hereof, and shall continue thereafter from year to year, unless terminated by either party at any time during the first or any subsequent year by giving thirty days prior written notice to the other by verified communications.
2. OPERATING AUTHORITY
Transporter represents and warrants that it currently has in effect the appropriate licenses and other operating authorities from the appropriate regulatory agencies to furnish services hereunder as a contract transporter, and Transporter agrees to maintain such licenses operating authorities, where required, in effect during the term of this Agreement.
3. SECURE TRANSPORT & REGULATORY COMPLIANCE
Each MMJ shipment shall be evidenced by a METRC Seed-To-Sale tracking manifest, which shall be initiated by Shipper or employees of Shipper, at product transfer origin location. No other form of receipt or manifest will be accepted by Transporter, but Transporter may utilize additional forms to effectively organize and coordinate secured logistics. Neither employees or agents of Shipper, nor employees, drivers, agents and/or contractors of Transporter are authorized to vary the terms and conditions of this Agreement or utilize any other forms of manifest, bill of lading, or other similar documents.
Each shipment shall be placed in commercial shipping/distribution containers provided by Transporter, for fee, and transported in a secured vehicle that provides for real time GPS tacking, Audio and Video Surveillance and Recording of Cargo Area, Cab and Forward-Facing Dash Area. Distribution containers shall be sealed when loaded and ready for transport from Shippers point of origin. Containers shall remain sealed until received by recipient at destination.
Upon delivery of each shipment made hereunder, Transporter shall transfer shipped products utilizing the METRC manifest, showing the kind and quantity of property delivered to the consignee of such shipment at the destination specified by Shipper and the time of such delivery, and Transporter shall cause such manifest to be signed by receiving licensee or by an agent or employee of such licensee at such destination to compliantly transfer tracked product to licensee.
Transporter may store shipped product in sealed shipping containers at our licensed facilities if transport must occur over a two-day time period (Layover). Transporter will deliver al product within 24 hours of origination, per regulatory rule, or notify Shipper and the Missouri Department of Health and Senior Services immediately if unable to meet the 24-Hour Rule. Transporter will utilize all reasonable means to ensure Shippers products are delivered within the required timeframes, including utilization of third party approved Missouri MMJ Transporters at William Herrick’s sole cost and expense.
4. TRANSPORTER OPERATIONS AND PERSONNEL
Transporter shall, at its sole cost and expense, furnish all fuel, oil, tires, and other parts, supplies and equipment necessary or required for the safe and efficient operation and maintenance of the motor vehicles and related equipment furnished by Transporter for the performance of its obligations hereunder, hereinafter collectively designated as Equipment. Transporter shall pay all expenses of every nature, including the expense of road service and repair, in connection with the use and operation of the Equipment and shall, at its sole cost and expense, at all times during the term of this Agreement maintain the Equipment in good repair, mechanical condition and appearance, Transporter, at its sole cost and expense, shall utilize in the operation of the Equipment only legally licensed personnel.
As full compensation for the services provided by Transporter hereunder, Shipper shall pay Transporter in accordance with the rates, charges, and rules specified in Appendix A, attached hereto and hereby made a part hereof. Such rates, charges, and rules specified in Appendix A may also be amended during the term of this agreement. In such event, Transporter shall provide 30 days notice to Shipper of any amendments to Appendix A.
6. INVOICES AND PAYMENT
The rates set forth in Appendix A are applicable on freight prepaid shipments originating at a facility of Shipper. For freight post-paid accounts, each freight bill issued by Transporter hereunder, if substantially complete and correct, shall be paid promptly by Shipper. If Shipper fails to make full payment to Transporter within thirty days of receipt of each freight bill, interest on the unpaid balance shall be assessed at the rate of one percent per month, or fraction thereof, until such payment is made. Unless Transporter shall have first acknowledged in writing the validity of any claim for loss, damage, overpayment, or overcharge made by Shipper against Transporter, Shipper shall not set-off any such claim against unpaid freight bills of Transporter.
7. INDEPENDENT CONTRACTOR
Transporter shall perform all services hereunder as an independent contractor.
8. LICENSES, LAWS AND REGULATIONS
Transporter, at its sole cost and expense, shall procure and maintain all licenses and permits required by local, state or federal authorities with respect to the transportation and related services rendered hereunder and shall comply with all applicable laws and regulations pertaining to such transportation and services.
Shipper, at its sole cost and expense, shall procure and maintain all licenses and permits required by local, state or federal authorities in connection with its MMJ facility or business and shall comply with all applicable laws and regulations pertaining to such business. Shipper represents and warrants that it presently holds all such licenses and permits and that the services contemplated in this Agreement are consistent with such licenses and permits. Shipper further represents and warrants that it shall only ship or request shipment to other persons or entities which are properly licensed or permitted to receive such shipment. Shipper agrees that it shall indemnify and hold harmless Transporter for any and all damages and costs whatsoever, including reasonable attorneys’ fees resulting from its failure to procure and maintain the licenses and permits appropriate to its business, or for any other breach of its representations, warranties, or obligations under this Agreement.
Transporter shall indemnify and hold harmless Shipper from and against all loss, damage, fines, expense, actions and claims for injury to persons, including injury resulting in death, and damage to property where such loss, damage or injury is proximately caused by acts or omissions of Transporter, its agents or employees, and arising out of or in connection with the discharge of duties and responsibilities of Transporter as specified in this Agreement, unless such injury or damage is caused or contributed to by the negligence of Shipper, its agents or employees, or is beyond the control of Transporter. Shipper shall indemnify and hold harmless Transporter from and against all loss, damage, fines, expense, actions and claims for injury to persons, including injury resulting in death, and damage to property, including Equipment of Transporter, where such loss, damage or injury is proximately caused by acts or omissions of Shipper, its agents or employees, or the inherent vice or nature of the property tendered to Transporter for transportation hereunder.
Transporter shall maintain insurance coverage for cargo and property damage with minimum coverage limit of $250,000. Transporter shall provide Commercial Auto and Bodily Injury coverage for fleet resources utilized in transportation of shipper’s cargo.
11. FREIGHT LOSS OR DAMAGE
Transporter shall be liable to Shipper for loss of or damage to any property shipped hereunder ("freight claim"). Transporter shall not be liable as provided under this section except for loss of or damage to property occurring while shipment(s) are under the care, custody, and control of Transporter. The measure of value of any such loss of or damage to property shall be calculated on the basis of the manufactured cost (wholesale value of the property) plus transportation charges applicable to the kind and quantity of property so lost or damaged. Transporter shall not be liable to Shipper for any consequential damages which may arise from services of Transporter hereunder.
12. WRITINGS / SIGNATURES
Except where certified mail is specified, this Agreement and subsequent writings relating to this Agreement must be signed and may be transmitted by email or facsimile and the signatures on such facsimile transmissions shall operate to bind the parties with the same force and effect as original signatures. This Agreement may be executed in counterparts.
This Agreement shall not be assigned, in whole or in part, by either party without the prior written consent of the other.
Except as required by law, the terms and conditions of this Agreement and information pertaining to any shipment hereunder shall not be disclosed by either party to persons other than its directors, officers, employees, agents, attorneys, accountants, and auditors. The provisions of this paragraph shall survive the cancellation, termination, or expiration of this Agreement.
15. ENTIRE AGREEMENT /MODIFICATION
This Agreement, including the Appendix A attached hereto, sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein. Except for the limited allowance for oral modifications set forth in Section 5, above, this Agreement may not be amended except by a writing signed by both parties.
If any part, term, or provision of this Agreement is declared unlawful or unenforceable, by judicial determination or performance, the remainder of this Agreement shall remain in full force and affect.
17. GOVERNING LAWS
This Agreement shall be governed by the laws of the State of Missouri, and litigation on contractual causes arising from this Agreement shall be brought only in a court located in the State of Missouri.