Pruitt et al v. Act Fast Delivery, Inc. et al

Western District of Texas, txwd-5:2019-cv-00049

Exhibit A

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(FAX) P.0071015 01/04/2019 12:45 ACT FAST DEILIVIERY OF TEXAS, INC. INDEPENDENT CONTRACTOR AGREEMENT State of TEXAS County of This Agreement made this 11-b:t::�!.'.?:::}'.�: day of .-tr,�··:�/{;';.;;_·, 2017 between Aa Fast Oel1very of Texas, Inc., 2100 N Hwy 360 Ste. 100S, Grand Prairie, Texas 7S0S0 ("Company") and whose a�dress Is ("Contract.or"). IC Company Name IC Company Address IC Signature Contractor Whereas, Company Is a detive,y set'Vfce, operating In the Dallas/FOrt Worth Commercial Zone. Whereas, Contractor Is engaged In the busln·ess of making dellvettes In the Dallas/Fort Worth Commerclal �ne; Now, therefore, In consld�on of the mutual agret[!ments q>ntatned herein, the JR!rtles hereby agree as follows: 1. Agreement. Contnsc:tx,r agrees to furnish the equipment more sp�cally desalbed In Exhibit 1, ("Equipment"), together with drivers and all necessary labot, to pfck-up, transport, and deliver, such cargo as Company may from time tX> time make available tX> Contractor. 2. Term, This agreement shan be effective on this (!ate, and shall coi:rt1nue for periods or one (1) year each from the date hereof, unt!J terminated by either party pursuant to this Agreement 3. Equipment Usage. A. Contractor Is not required to purchase or rent any products, equipment or servtces from Company, B. Company must always approve an drivers. Company may charge � reasonable fee for the cost of lnVestfgatfng, testing, and processing the driver. 4. Compensation or Contractor. A. In consideration for Contrad:Dr's perfonnance, Company agrees to pay Contrad:Dr the c:ompensatlOn set forth In ExJ:tlblt 2. B. contractor shaR be paid for each delivery made by contractor. Payment shaU be made six (6) working days after the 1sth of each month end six (6) working days after the last working day of each mo.nth, after company receives au required dOQlments. C. Company Is authorized tX> withhold poyment to Contractor until Company has received all required documents for each deJlvery. D, Required documents means the foll�ng: au signed receipts; bill of ledlng; documentatlcn required by shipper; copies cf manifest for all work performed; evidence of proper delivery; ani:I such other documents as may be required by the Interstate Commerce Commission, the Department of Transportation, or other governmentBI authority, IC Signature:__________ Date: _____ A 01l04l2019 12:46 P.oo&I015 ACT FAST DEUVER.Y OF TEXAS, INC. INDEPENDENT CONTICACTCR AGREEMENT s. � loyee&. Company shall make tm. advances to Contractor or CGntradDl's authorized agent ar emp 6. RlghttD Offset. A. Ccmpany mav wllfthokl sums nemssarv ID reimburse Company tar expenses paid by Company far which Contractor is llable or NSPCfflSlbfe, lndudrng wtthout UmllBtlon, the mst of lcenses, permits of all types, costs, damages, services, and, If appl!cable, Insurance coverase provfclecl through Company. 8. company may Withhold an amount suffident tD pay Company for loss due l'O delay, shcrtage, damage, or other losses or damase.s as noted on deDvery recetpts, at other fnfarmalfon avalfJlble ID Company. c. Any shorts and/or damages as I result of C'antractor's negffgence qr driver faffUJe lo obtain praper notations wlll be charged back to ContradDr. D. campany wm provtde Cont.acto1· with a wrlllen ecplanallon and itemization of•any such deductfons, prior 1D the tfl'i1e that thay are made. 7. Fallare t.o Complete Dellfely. A. If, tor � reason, CGtlllector falls tlo complete eny deDvery, abandpn,, a.ny earso, or atherwrse subjects Cqmpany tD any Dablll1.y tiDm shtppers or g_ovemment�es i.ause dlhe acts and amfssfons of Conti�, Company shaU have the rfght tD complete the deJMlfY, and to hold Contractar, lrabte for any and all costs and other damages. B. ContradDr haeby waives any recourse against Company far such adfon and agrees tD Indemnify and hofd Qmtpany harmfess for all casts anti � tu com_plete t:Jie transportatfon, and to pay Company any damages for whfch company may be ffab!e m shipper arfslnS ad: of such breac:h. a. conlractOr's Oldigatfon.tfllt Comp V' A, ContradDr recognizes an s business rs subject to,egulatfon 17/ various stata end ml government authorities. Contractor shaH be solely responslble for satldylng these n,suratmy requtremant&, subject at ao .trmes to� by Qlfflpany by: 1. Marntarntng the Equipment In the-state ofrepair requfJed by an appffml11e regufatfons. JL Operating the Equipment In conformatlan with all appltcabtS regufatlQns. m. Only using appraved drivers, quaUffed under au applfcabfe,eguratidns, ID operate the Equfpment. w. Prepa;iuctfng ng and malntatnrng, all dccuments required under an appffcable regulatrans. v. CCnd deHvery semces In aaoJdanmWith �I �e �ns. a. contractor shall solely delermfne the means and methods of performance of an 5eNfces under this reement, �udlng without llmftatlons: Ag L Obtalntng, setting af wages, hours, and working comtttrons; acUustlng grtMm:e; superv1srng, training, dlsdpJlnfng, and dlsmlssal of ao drlVers, driven helper and others necessary for the perfannance af CDntradDr's obRgatiOIIS un�er this AgA!lffleflt. All cfrlvels, driver's helpeni, and others are not the employees of Qmpany. IL PtaVldlng, selectlng, pun:haseng, fll'l)lftdng, and matntafntng the EquJpm,ri; and m. Selecttng roulas 1D pay be used In making the de{lverles. c. Cantaactu; shall au casts and expenses essodated with the operation of the Equipment, fndudlng, without Jlmlldons: L 11le cost of fuel, Equipment mafnllfflance end fubrftatfon; permits and Ucenses; and all ferrfes, fines, and tolls; IC Signature:._________ Date: _____ 2 P.GOII015 01 I04IZ019 12:48 ACT FAST DELIVERY OF TEXAS, INC. INDEPENDENT CONTRA.ac)R,AGREEMENT IL All taxes lndUdlng, but not Umifed tn, Wlthho(dfng taxes, socJal seamly tax,s, unemplc,yment lnsuranm, fuel taxes, mUeage taxes, road taxes, Equtpmm« taxes, federal highway use taxes, and any and au other lacaf, state, or federal taxes which may be assasSed an aa:aunt ror mnbactor's drivers, drlver's helpers ar others, or on the acmunt of the Equfpment ar any oparatfon thereof; m. All dcdc.charges, pick-up and deUVery charges, sll»'age cl\BJ98', cartage charges and all other charges Incident to the transfer of any cargo from the Equipment to any other Equipment regardless of the cause or reason far sum transfer. 'IV. Ail expansJS fnddems ti;, accidents, mechanfcal brea� or any other chaJBes lncUned In car.ne,:tfon with making dellvery of ca,go faJIPWfng an acddent or mechanfml breakdown, rndudlng the cost of hlrfng reprar.ement Equipment; v. AO fines; and VL The mst of loadlng and untoadlng of cargo to and ftam the li(ufpment. D. It 11 C".anbactar's respobsfblJlty 1D fnspeCt aO Equipment and cargo on each b1p. It is Contractofs respanstblllty to get notations an tha ft'efght bUls, and/or dodc delivery remfpts as tD any damages to any Equlpment and cargo. E. In the ewnt of en aa:fdent reJatal ID wari as an tndependent contradot, no matter how miner, Contlaetar and driver must notUy Company's dlspatm or safely depmtment lmmadlatelv. CGntradDr shall prepare a formal wrnten report tmmedlately '11s an.aa:ldent, and further agrees ID•make those l,wolved In sudl acddent avallal1fe t:o Qsmpany for assls\ance In the preparation of anydalms or reports required by the Company. F. When requested to do so by the Company, Contrador shall coUect far all charges due flam aD sh(PPJ5S or consignees for dellvedes made, and shall properly acmunt for and pay them ewer to Company? CaiatnsdDr shell return tD Company an cargo far wh!ch ContrlclDr cannot mUect. Contradar shall aa:ept only cash, er cashier's $eek, unress authorized Jn wdtfng by company. G. COntladDr shall promptly report any �e, s� or damage ID, or undellvered cargo and sl1all dispose of such cargo as-directed by Company. 9. Tenninalloii. either pa- A. This -�reement shall ccntinue rn effect for the period specified above unless canceUed by by. giving five (5) days prior written notrce. ... B. In the event either party amunlls a breach of any.term of this �ent, the other party shall haVe the right to tennrnale this Agreement � and tD hold the pally cammlllfng the breach llable for damages, lncludfng the attomev� fees and mutt costs. C. Company may lmmedlaleJy termrnate this Agteement rn the event Contractor, Its employees, agents, or servants, vlolates the safety rules or reguratrons of any gbvemment agenq,. 10. Insurance. A. COntradDr, at rts expanse, shall,nalntaln vehicle Habllltv and pn,perty damage rnsuranm In amounts no less than that requfred bV law. a. �r shall pay, at rts expense, and cargo coverage. c. QmbadDr wm pnWlde Company with prcof or Insurance Qnce a year. D. If mntrador falts to ctttarn or keep, required Insurance In ftm:e, or If Contrac:tar falls to tumrsh evldenm of such caverage as required, Companv shall have the rfght to obtain such mverage on C'.ontlador's behalf.. Charges for such Insurance may be deducted from any cqmpensaUan due to 0>ntractor. �S�ature:_________ Date: ----- 3 P.010I015 01l04l2019 12:46 Aa FAST DEUVERY OF TEXAS, INC. INDEPENDENT CONTRACTOR AGREEMENT e. Cantrador hereby authorizes Company., or its Insurers, m act as cannctol"s.exduslve agent for the purpose of sattffng any and aD ctarms made against Company arfstng out of the operetton of the Equtpment. 11. Indemnification aause. A. In further mnstderattan, C.OntradDr wtll lndemnUy and save Harmless Campany, and ils agents, employees, officers, dJrectars, shareholders, and Insurance am1ers agatnst any and all llabllll.y, loss damages, cost and medical expenses, and all �er expenses of any lclnd or descrlptfon, fndudlng attorney's fees and rnvestrgauve CQsts, which Company and ltis agents, empfoyees, officers, dlrectms, shareho!derS, l;l1d rnsuranm carriers mav lneltr, or be requJred ID pay, and against any and .U dalms or suits for damages, personal fqfurres (lndqdlng c(eath) or dalms Wh?dl may be asserted against OJmpany and Rs agents, empfoye'5, c,fflcers, dlrectms, shateholders, and lnsUrance carrfers by any persons, ffnn ar corporation, Including daJms wh?ch may be assertea against Company's either by Its� etnRtovees of ContractDr or ethers whether far workman's ccmpensatron, In tmt or otherwise rn any manner resultfng tom or arlstng out of the op&hiltlans of Contrac.tar. B. cantractar shall lndemnUy and be Hable ta Campany for any Its or damage to tllfrd pe,sons or p,aperty, whfch resutls fnml the operations of contractor. C. Contsactar agrees to further fndemntfV and S8Y8 CGmpany fl.armless aqatnst any flabfflly far premfUms; contr1buUons, or taxes payalt!e under any workman's ccmpensattan, cffiabJl1tv benefits, old age benefits, or 1aX wDlthDklfng for which Company shall .be flnally adJUdged as an empto,er wflfl � tD any emp(oye.es or Contra� c,r lncuned as a leSUit of the ads of CwiJiadm or the ads of employees Gf ConttadDr. D, ContraclDr shall t;e responsible far any claims far shortage, loss, delay In deJ1very of, or damage tD cargo bansported bv Contractor where an 1nsuraqce � {Gr such lap rs demd bemuse of actfons lalal or not taken by a,__, or where such fo&s d0cWs ss a result cf Cbntractofs negligent or wlffful mtsconduct or failure to act. contractor shaU ba solely lfabfe for an damages as a result of any dlshonesly by ContraclDr ar Its employees. 12. contracmr's Payment ofTmces, A. O!ntractar has sole responstbUlly for all wlthholdlng and employqlent tmces due ID federal, state, or focal governments on account or drivers, drCver's he!pe,s, and others used by cantractar. 8. �u\J� shall fill[! all fedefal, ._, and local Income, withholdlng, emptoyrnenlf and �• highway use tax forms and ieturns wlttch may tie required on account of Its operations as required, and m pay all ta;(es and contributions owed as requtrad. c. Conbacmr shall ftlmfsh Company wlth 'evidence of comptrance wJth an appl&cable tax upon request. 13, Conftdeptlalltf, A. ContradDr acknowtedges that all Information concerning the buslneSS practfces and procedures of Company, tl1e names and ·addresses of � custamars, and any other lnfonnatlOn made known by Campany tD CGn1JattGr JJUl1WiJlt tD the mnns at this Agreem ent 19 of a canffdentlal nature, and any dlsdosUl8 er use by QmtradDr, except for the purpose of fulftfflng this Agreement, may Involve serraus harm or-damage 1D Company. a. ConbactDr agrees that It wm not use orany employ such fntonnatron, either whole or In part, or transmtt an such rntormatron llua h or to other party. y ug IC Signature._· _________ Date: ____ 4 P.011I015 01104#2019 12:46 A(;r rPAST DELIVERY OF TEXAS, INC. INDEPENDENT CONTRACTOR AGREEMENT c. This duly of. conffdentlaffly wm not apply to lrifonnatlon w.hth rs or t,ea,mes publicly avatrable through � S01:lfC8 other than Company, as dlsdosed to campany by any other party, or which Company fl; required to dlsdose pursuant tD any law, regutatron, or court.order. D. Upon request, Contractor wfll retum any records, documents, or memoranda furnrstted tD It by Company, will neither make nor retain any copy, tepradndlon, or ff!CGrd thereof. lhls dul.y wfll amtfnue far a period of one (1) year from date of tenntnatfon. 14. Entire Agreement. A. This Agreement, tndudfng all exhlbrts, constitutes the entire agreement and understanding between the parties. 8. This Agreement shall not be madffled, all:ered, changed, or amended rn any respect UJ&5 rn·wrftf119 and signed by bath paittes. c. lids Agreement supersedes any ather agreement between the partres ln form on the dete of mcecutlon of this Agreement. 15. Relalionstdp or P•rtles. A, 1111s Agreement dos not establish an employee-empfoyer telalfanshfp balween you and company or between any of your personnel and the company. You are an fndependent cantradDr and yau alone are respoalSlbla fer tHe superAsfon, mmpwatfon, Bnd other b8RefBs of your personnel and yaur,selr. B, Neither COntradDr, m.,r 11s employees, Is ID be CDIISfdered employees of Company at any Ume under any drcumst.ances for any purpose. C. Helther party Is an agent of� other and neither party shall have the right tD bind the other e!Kceptas hmeln specifically p,ovlded. D. Conbactar,may provfde srmuar services to others during the term cf this Agreement. E. Campany may us:e othels to provfde sfmllir services durtng ttie terms of this Agreement. 16. Asslanment. This Agreement may not be assigned ta any a,her parly without the eqress written cansent af all parties. 17. Nottces. Arr'/ notrce ID be given shaU Ire fn wrRfng, and delivered either by hand, racsfmfle, e-mal� or by c:ertffled mall return receipt requestad at the addresses af bath notrce Is effedBd upon aclull receipt. 18, Governing Law. This Agreement shaO be ·governed by the laws of the state of Ohio, both as tD tntapretatfon and pe,formam:e. IC Signature:,_______ Date: ---- 5