24 Hour Roadside Assistance Services
Primary Towing / Accident Scene Services Secondary Towing Collision Transport Services Emergency Roadside Services
Independent Service Provider Application Package
Dear Applicant, Thank you for your interest in joining our network of elite service providers. We feel fortunate that you have taken the initial step in the contracting process and hope to soon have you onboard servicing our clients and their valued customers. Please, do not hesitate to contact us if you need any assistance completing or delivering any forms in the application package. According to your convenience, you can submit them via fax, mail, or through Road America’s dedicated provider network web portal. We encourage you to become familiarized with our portal, a very useful account management tool. Soon after your application is approved, you will receive a Welcome Package containing very important information that will help you learn who we are, how to reach us, how to submit your invoices for payment, etc. We recommend that you review and complete thoroughly all the forms enclosed and deliver it to us promptly so that we can active your account with Road America and begin accepting request for services. We look forward to the opportunity of beginning a long, rewarding relationship with you and your company!
Sincerely,
Bonnie Verhulst Bonnie Verhulst Director of Provider Network Road America
Completing the Road America Independent Service Provider Application All the information requested must be completed and submitted to Road America (RAMC) for initial review. Please review the following checklist of items that must be completed to insure your prompt consideration.
Checklist (required items) Completed Application Completed Servicer Provider Agreement Agreement Addendum Copy of Current Insurance Certificate W-9, Request for Taxpayer Identification Number and Certificate Service Territory Agreement ACH Direct Deposit Form (highly recommended) Signed Rate Schedule Form
Insurance Requirements In order to keep you on our dispatch system, Road America must have on file at all times, a copy of your current certificate of insurance. Please ask your insurance agent to list Road America as a certificate holder, with certificates to be sent to this address: Road America Motor Club Attn: Provider Relations Department 7300 Corporate Center Drive, Suite 601 Miami, Florida 33126
Please be certain that Road America receives a copy of your new certificate of insurance upon expiration to avoid inactivation of your account. The minimum requirements for Road America services are as follows: (A)
Worker’s Compensation and Occupational Disease Insurance as required by applicable law.
(B)
Comprehensive General and Automobile Liability Insurance with minimum limits of $100,000 each person and $300,000 each occurrence for bodily injury and $100,000 for each occurrence for property damage or a minimum combined single limit for bodily injury and property damage of $500,000 per occurrence.
(C)
Garage Keeper’s Legal Liability Insurance (including, but not limited to, “On-Hook” Liability Insurance) with a minimum limit of $25,000 and any additional coverage or limits as may be required by applicable law.
(D)
Servicer shall provide Road America with a Certificate of Insurance evidencing Servicer’s compliance with these insurance requirements
Service Provider Application Form Date:_______________________ Legal Business Name: Legal Business Address: _____________________________________________
City, State, Zip:
Physical Business Address (if different from above): _________________________ City, State, Zip: Owner’s Name:
Email Address:
Primary Phone #: _________________ Alternate Phone #:
Primary Fax #:
SERVICES Towing Towing Accident/ Towing
Light Duty Yes No Yes No Yes No Yes No Yes No
Secondary Towing Transport Services Winching Road Services Jumpstart Fuel / Fluid Delivery Lockout Locksmith Tire Change Battery Delivery & Inst.
Motorcycle Yes No Yes No Yes No Yes No Yes No
Light Duty Yes No Yes No Yes No Yes No Yes No Yes No
Medium Duty Yes No Yes No Yes No Yes No Yes No
Motorcycle Yes No Yes No Yes No Yes No Yes No Yes No
Heavy Duty Yes No Yes No Yes No Yes No Yes No
Medium Duty Yes No Yes No Yes No Yes No Yes No Yes No
Super Duty Yes No Yes No Yes No Yes No Yes No
Heavy Duty Yes No Yes No Yes No Yes No Yes No Yes No
Super Duty Yes No Yes No Yes No Yes No Yes No Yes No
REPAIRS Please circle Yes or No for the following: Mechanical Repair In Shop: Body Repair In Shop: Transmission Repair In Shop:
Yes Yes Yes
No No No
Mobile (Roadside): Mobile (Roadside): Mobile (Roadside):
Yes Yes Yes
No No No
STORAGE FACILITIES Please circle Yes or No for the following: Storage Lot Available 24/7 Availability Insured
Yes Yes Yes
No No No
Fenced Lighted
Yes Yes
No No
EQUIPMENT
Indicate below how many of the following you have: Number of Total Tow Trucks_______ Wheel Lifts: _____
Flatbeds/Rollbacks:_____
Low-Clearance: _____
Medium Duty _____
Heavy Duty: _____
Number of Total Roadside Service Vehicles: _______ Light Duty: _____
Fleet: _____
Low-Clearance: _____
Mobile E-Charging: _____
Number of Total Motorcycle Equipment_______ Carriers/Haulers_____
Vehicle Carriers: _______ Other Available Equipment:
Adapters:_____
Enclosed: _____
2-Car: _____ Landoll/Lowboy: _____
Does Your Operation Digitally Dispatch Calls? Y / N
3-Car: _____
Dollies: _____
Soft Straps: More than 3-Car: _____
Other (please, specify): _____
Digital Dispatch Provider: ___________________________________
Road America (877) 324-8916 fax www.road-america.com
INDEPENDENT SERVICE PROVIDER AGREEMENT
ISP#: _________________________ City & State: __________________
This Agreement (the "Agreement") made and entered into as of the ____ day of _____________, 2015 (hereinafter, the “Effective Date”) by and between Brickell Financial Services-Motor Club, Inc. d/b/a Road America Motor Club, on behalf of itself and its affiliates (hereinafter, collectively referred to as “ROAD AMERICA”), a Florida corporation with its principal place of business at 7300 Corporate Center Drive, Suite 601, Miami, Florida 33126, and _______________________________[INSERT COMPANY NAME] (hereinafter referred to as the “INDEPENDENT SERVICE PROVIDER” or “ISP”), a(n) _____________________________[INSERT] corporation with its principal place of business at ___________________________________________________[INSERT] (hereinafter, also to be individually referred to as the “Party” and, collectively, as the “Parties”). RECITALS WHEREAS, ISP desires to participate in ROAD AMERICA‟s program with respect to furnishing services to member and/or customers of ROAD AMERICA and its various auto plans/affiliate plans and member and/or customers of motor clubs administered through ROAD AMERICA; WHEREAS, ROAD AMERICA desires to enlist ISP for the purpose of performing said services; NOW THEREFORE, for full and valuable consideration, including the mutual promises contained herein, the Parties agree to the following: TERMS 1. Services: For the purposes of this Agreement, the term “Service” shall mean only those services the ISP has listed as being able to provide on the service provider application, a copy of which is incorporated to this Agreement by reference (hereinafter, the “Service Provider Application”) and attached herein as Exhibit “---”. The ISP agrees to respond promptly to all requests for service by ROAD AMERICA on behalf of its members and/or customers in the areas of coverage. 2. ISP’s Availability: The information submitted by ISP as part of the Service Provider Application concerning equipment available. See Exhibit “---” above. 3. ISP’s Equipment: ISP’s service work is relied upon by ROAD AMERICA as an inducement to enter into this Agreement, and becomes part of this Agreement. While the Agreement is in effect, the ISP may change the equipment available for ROAD AMERICA service work, provided that ROAD AMERICA is promptly notified of such change in writing. ROAD AMERICA may, at its sole discretion, consent such changes in equipment, but also may, in its sole discretion, terminate this Agreement at any time if deviations from the promised equipment threaten to impede of in fact do impede ISP‟s performance under this Agreement. 4. Rate Schedule: At all times ISP shall charge ROAD AMERICA for Services rendered to ROAD AMERICA‟s members and/or clients (“Members and/or Customers”) in accordance with the rate schedule, which has been incorporated to this Agreement by reference (hereinafter, the “Rate Schedule”) and attached herein as Exhibit “---”. All charges in excess of those shown in the most current Rate Schedule shall be charged back to ISP. The Rate Schedule may be amended at any time by ROAD AMERICA, in its sole discretion, and ROAD AMERICA will provide notice of such changes to ISP. Such changes to the Rate Schedule shall be deemed amendments to this Agreement upon their effective date. 5. Reimbursement Policy and Procedures: a. Payment by ROAD AMERICA: ROAD AMERICA shall reimburse ISP for Services rendered to Members and/or Customers if such services are preauthorized by ROAD AMERICA„s dispatch center or in instances where such Services are permitted under the applicable membership manual. ISP agrees to charge ROAD AMERICA‟s Members and/or Customers that are designated by ROAD AMERICA‟s dispatch center as cash call members their same contracted rates as per the current Rate Schedule on file; b. Invoice: ISP agrees to invoice ROAD AMERICA for Services provided hereunder, within ninety (90) days of the date that Service was rendered. ISP further waives its right to collect, and ROAD AMERICA shall not be obligated to pay ISP, for any invoices submitted in excess of ninety (90) days after the Service has been rendered. c. Exclusions: Payments by ROAD AMERICA to ISP for Service rendered to Members and/or Customers shall not include reimbursement for any parts, repairs, or merchandise, nor for any matter other than that specifically authorized by ROAD AMERICA‟s dispatch center at time of service in accordance to the respective program‟s benefits‟ structures & limitations. ISP shall be accountable for any charges made to ROAD AMERICA for unauthorized parts or Services. 6. Central Dispatch Program: a. Area of Coverage: ROAD AMERICA‟s central dispatch center (the “Central Dispatch Center”) assigns coverage areas utilizing Global Positioning Data (Longitude/Latitude) in accordance to the information supplied by ISP in the Applications‟ “Desired Service Area” section (on-file). The assigned area is agreed to by ISP upon execution of this Agreement. ROAD AMERICA may, in response to a member‟s telephone call (assistance call to the ROAD AMERICA dispatch number) request ISP to provide Service when the Member and/or Customer‟s vehicle is located within ISP‟s assigned area. ISP hereby agrees to provide Services to Members and/or Customers in the assigned areas. b. Modification of Area: If ISP is unable to provide a proper level and quality of Service in the area of coverage indicated on the Service Provider Application, ROAD AMERICA may, at its sole discretion, reduce ISP‟s area of coverage. c. Non-exclusivity: It is expressly understood by the Parties that the area of coverage shall be non-exclusive and ROAD AMERICA shall have the right to contract with others to provide Services within said area of coverage. The area has been established for the sole purpose of providing prompt and reliable Service to Members and/or Customers. 7. Information Relevant to Service: ROAD AMERICA may, from time to time, furnish ISP with information relevant to certain programs. Such information may relate to the various benefit packages available to members and/or customers, characteristics of certain automobiles, or accounting procedures and may be in the form of wall charts, bulletins, letters, notices, or announcements or handouts at ROAD AMERICA meetings. In providing Service pursuant to this Assignment, ISP agrees to take into account information provided to ISP by ROAD AMERICA pursuant to this paragraph. 8. Trademarks and Trade Names: a. If ISP agreed to provide a Towing Service as defined in the Service Provider Application attached hereto as Exhibit “---”, ISP shall have permission under this Agreement to advertise its participation, at ISP‟s own expense, in the Yellow Pages of the local telephone directory under ROAD AMERICA’s name, such advertising to include ISP‟s business name, location and telephone number. ISP shall have the right to display ROAD AMERICA logo in conjunction with such Yellow Pages advertisement with ROAD AMERICA‟s prior written consent. b. ISP may also display ROAD AMERICA‟s name at its place of business, and on service equipment used in servicing ROAD AMERICA vehicle by using decal or other items provided by or approved by ROAD AMERICA. c. Other than as stated above, ISP agrees not to use the trademarks, service marks, logo, name or any other trade identity designations of ROAD AMERICA (hereinafter, collectively referred to as the “Marks”) without ROAD AMERICA‟s prior written consent. d. Expect as provided above, ISP shall not acquire any right or license in or to any Marks belonging to ROAD AMERICA. During the terms of this Agreement and thereafter, ISP agrees not to use any of ROAD AMERICA‟s Marks as part of its own business name or trademark. e. ISP shall promptly advise ROAD AMERICA of any complaints, claims or actions brought to its attention by virtue of its use of ROAD AMERICA‟s name. f. Upon the expiration or termination of this Agreement, for any reason whatsoever, ISP shall immediately cease using ROAD AMERICA‟s Marks, as well as any marks confusingly similar thereto, and shall return to ROAD AMERICA any signs and trademark identifications loaned or leased by ROAD AMERICA. If ISP fails to discontinue or cause to be discontinued any and all use and display of ROAD AMERICA‟s Marks after such expiration or termination, ROAD AMERICA is hereby expressly given the right to enter upon ISP‟s property and remove all of any part of any signs, building letters, decals, posters, displays and other materials bearing or displaying ROAD AMERICA‟s Marks, at ISP‟s expense and using such means as ROAD AMERICA may deem desirable, without any liability or obligation to ISP. 9. Confidentiality: Any information that ISP is exposed by virtue of its relationship with ROAD AMERICA under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information”. To that end, a. ISP shall hold in strict confidence all Confidential Company Information, including, but not limited to any and all sensitive personal information that has been collected, received, created, used, stored, transmitted or disposed of by ISP‟s or ISP‟s personnel for or on behalf of ROAD AMERICA in connection with the performance of referral services under this Agreement; b. ISP shall maintain, use and disclose or provide access to such Confidential Company Information only for the benefit of ROAD AMERICA for the purpose of performing services under this Agreement, or as ROAD AMERICA may otherwise direct in writing, and for no other purpose; c. ISP may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless ISP obtains prior written consent from ROAD AMERICA; d. ISP shall apply to such Confidential Company Information administrative, technical and physical safeguards at least as stringent as those required for customer information under applicable industry standards; The Parties understand, agree and acknowledge that that any breach of the provisions of Section 9 of this Agreement is likely to result in irreparable injury to ROAD AMERICA and that the remedy at law alone likely will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, ROAD AMERICA shall be entitled to enforce the specific performance of this Agreement by ISP in a court of competent jurisdiction, including, but not limited to, temporary and permanent injunctive relief, to the extent permitted by law, without the necessity of posting a bond or proving actual damages. 10. Indemnity: ISP hereby agrees to defend, indemnify, and hold harmless at its own expense ROAD AMERICA as well as their respective directors, officers, agents, employees, attorneys in fact and shareholders (the “Indemnitees”) from and against any and all third party claims, debts, losses, liabilities, demands, obligations, costs, expenses, fines, penalties, actions and causes of action, judgment, judgment for damages, alleged claims or litigation to the extent arising out of or resulting from: a. the negligent provision of services or products by ISP under this Agreement, including, but not limited to, any claim, judgment or determination resulting from the action of any person or entity providing services hereunder negligently on behalf of ROAD AMERICA; b. any breach of the terms of this Agreement by ISP; ROAD AMERICA: ____
ISP: ____
c.
any willful misconduct, or negligent error, omission, or any other negligent act by ISP, its respective employees, agents, subcontractors or franchisees in connection with the Services rendered in furtherance of this Agreement; d. any claim, judgment or determination against ROAD AMERICA and/or ROAD AMERICA‟s affiliates that ISP, its respective employees, agents, subcontractors or franchisees are deemed or considered employees of ISP; or e. any claim that any Service or product provided by ISP provided hereunder infringes, violates or misappropriates any copyright, patent, trade secret or any other intellectual property right of a third party. 11. Insurance: a. During the term of this Agreement, ISP shall maintain at its own expense: i. Worker‟s compensation and occupational license insurance as request by an applicable law; ii. Comprehensive General and Automotive Liability Insurance, including, but not limited to, Contractual Liability Insurance specifically insuring ISP against the liabilities assumed under Section 10 of this Agreement, with minimum limits of $100,000 each person and $300,000 each occurrence for bodily injury and $100,000 each occurrence for property damage, or a minimum combined single limit for bodily injury and property damage of $500,000 per occurrence; iii. Garage Keeper‟s Legal Liability Insurance (including, but not limited to “On-Hook” Liability Insurance) with a minimum limit of $25,000; and iv. any additional coverage or limits as may be required by applicable law. b. ISP shall provide ROAD AMERICA a certificate of insurance evidencing ISP‟s compliance with these insurance requirements (the “Certificate”), with a copy of the current Certificate to be enclosed with the signed contract. It is the responsibility of ISP to keep such Certificate current. c. ISP shall add “Brickell Financial Services-Motor Club, Inc. dba Road America, its officers, employees and agents” as an additional insured under the commercial general, automobile, and professional liability policies. 12. Term: This Agreement shall be effective from the Effective Date and shall continue for a period of one (1) year thereafter, unless cancelled at an earlier time pursuant to Section 13 of this Agreement. On each anniversary date of the Agreement, the Agreement will renew automatically for successive one (1) year terms (each a “Renewal Term”) unless a Party provides the other with prior written notice of its election not to renew the Agreement, such notice shall be provided at least thirty (30) days prior to the anniversary date of the Agreement. The Initial Term together with any and all renewal Term(s) is hereinafter referred to as the “Agreement Term.” 13. Termination of Agreement: a. Termination at Will: This Agreement may be cancelled at any time without cause by either Party. b. Failure to Provide Service: If ISP fails to provide Service or Services to Members and/or Customers as specified in the Agreement, fails to perform the other duties specified in this Agreement, renders false or fraudulent billing, violates this Agreement in any other manner, or ROAD AMERICA received repeated complaints from Members and/or Customers concerning ISP, or ISP allows insurance and the Certificate to lapse, ROAD AMERICA at its sole option and discretion may cancel this Agreement immediately upon prior written notice. 14. Independent Contractor: Nothing in this Agreement shall be construed to create any employment relationship and/or to constitute either Party as a partner, agent, jointventure partner, or representative of the other Party. As such, each Party is, and is intended to be, an independent contractor engaged in its own and entirely separate business interested only in the results obtained by the other and, except as otherwise provided herein, retains no control over the other with respect to its business organization, affairs, operations, or the manner, means or methods by which it conducts its business, performs it obligations hereunder, or obtains the results called for by this Agreement. Except as may be expressly provided in this Agreement or otherwise permitted in writing by the other, no Party shall have any right, power or authority to bind the other, pledge credit, transact any business in the other‟s name or on its behalf, or make any promises or representations on behalf of the other. 15. Subcontracting: ISP shall not be entitled to subcontract any part of its performance required under this Agreement to any third party without prior written consent of ROAD AMERICA. Any consent for subcontractor approval from ISP by ROAD AMERICA must be requested in writing which: (i) identifies the proposed subcontractor; (ii) fully describes exactly the services subcontractor will perform; and (iii) discloses the geographic location where subcontractor‟s services shall be performed. If the use of a specific subcontractor has expressly been permitted by ROAD AMERICA: (a) ISP shall act as an independent contractor and not act as ROAD AMERICA‟s agent; (b) ISP shall not act on behalf of ROAD AMERICA and not act in the name of or on the account of ROAD AMERICA; (c) ISP shall not receive the authority to directly or indirectly bind or commit ROAD AMERICA; (d) ISP shall act as a general contractor assuming total control for the ISP‟s and/or subcontractor‟s performance and deliverables; (e) ISP shall be responsible to ROAD AMERICA for each subcontractor as set forth herein; and, (f) all services provided by subcontractors will be provided on behalf of ISP under the terms and conditions of this Agreement. A permitted subcontracting shall not reduce ISP's obligations under this Agreement. Furthermore, ISP shall not charge to ROAD AMERICA any surcharge for ISP‟s fees or expenses. 16. Change of Ownership: Before ISP sells, conveys or otherwise disposes of ISP‟s interest in his business as related to this Agreement and the services provided hereunder, ISP shall provide ROAD AMERICA thirty (30) days‟ advance written notice by certified mail of the intended action, giving a full and accurate description of the terms and conditions of such intended transfer of interest. Upon receipt of such notice, whether before or after the transfer of interest, ROAD AMERICA reserves the right in its sole discretion to terminate this Agreement. 17. No Third Party Beneficiaries: Except as provided in Section 10 and as to any indemnified party, the provisions of this Agreement are and shall be for the exclusive benefit of and shall be enforceable solely by each of the Parties. No provision of this Agreement shall be enforceable by or is intended by any Party to inure to the benefit of any other person or entity. 18. Assignment: This Agreement may not be assigned and/or transferred, including, but not limited to, an assignment or transfer by operation of law, by ISP without the prior written consent of ROAD AMERICA. 19. Notices: All notices required by this Agreement shall be in writing and deemed to have been given: (i) when personally delivered; (ii) one (1) business day after being sent by a nationally recognized overnight courier with guaranteed next day delivery; or (iii) five (5) days after being mailed by United States Certified Mail, return receipt requested, postage prepaid, addressed as follows: [INSERT] Address: Attention: Courtesy Copy: Brickell Financial Services-Motor Club, Inc. d/b/a ROAD AMERICA Address: 7300 Corporate Center Drive, Ste. #601, Miami, Florida 33126 Attention: Ms. Bonnie Verhulst, Courtesy Copy: Legal & Compliance Department, 7300 Corporate Center Drive, Ste. #601, Miami, Florida 33126 20.
Warranties and Representations: ISP hereby represents and warrants to ROAD AMERICA that the following are true and correct: a. ISP has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement; b. ISP shall have in its employ, or under its control, sufficient licensed, qualified and competent personnel to perform services at the levels specified; c. ISP shall employ only such workers as are skilled in the tasks to which they are assigned. ROAD AMERICA reserves the right to require ISP to reassign any employee ROAD AMERICA deems incompetent, careless, insubordinate, or otherwise objectionable to work with under the contract. ISP‟s employees must follow ROAD AMERICA‟s policies and procedures and guidelines while performing work under the Agreement; d. ISP must adhere to and follow all laws, rules and regulations of the State(s) within the area of coverage in regard to the operation of their towing business, operation of motor vehicles and employment of personnel. ISP must also adhere to all city ordinances within the area of coverage, including, but not limited to, those concerning the operation of motor vehicles and business licensing requirements. ISP is required to have and hold permits as required by the State(s) within the area of coverage and, if required, the city(ies) within the area of coverage for the removal of vehicles as required for law enforcement purposes; e. ISP shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by ISP, including, without limitation, any and all licenses and permits required under the applicable statutes of the State(s) within the area of coverage, as well as by any regulatory agency. ROAD AMERICA has no obligation to provide ISP, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. ROAD AMERICA has no obligation to provide tools, equipment or material to ISP. f. That all service, towing, and/or tow hauling vehicles (hereinafter, the “Service Vehicle”) of any type utilized by its company or subcontractors for services performed under this Agreement shall be in good and operable condition, meet the necessary safety standards, and prevent damages of vehicles, property and/or injuries to others. Photographs of ISP‟s vehicle fleet may be requested by ROAD AMERICA at any time to ensure that the vehicles required to enter into this Agreement are in good and operable condition; g. Provider should always arrive to render a service well prepared and equipped, possessing all required tools and equipment that shall be needed if any difficulties or unpreventable event occurs. h. That all Service Vehicles of any type utilized by its company or subcontractors for services performed under this Agreement shall comply with all Department of Transportation regulations for such vehicles as well as any other governmental regulatory body that may have jurisdiction over such towing providers; i. That all Service Vehicles of any type utilized that may enter policyholder's property will not leak any type of fuel or oil on the policyholder‟s property and if such leak does occur, ISP shall be responsible for the necessary cleanup to the policyholder property or to any of the surrounding environment; ROAD AMERICA: ____
ISP: ____
j.
That ISP and its employees have and will comply with any and all applicable laws, including, but not limited to any and all federal and state privacy laws, especially where ISP is following written instructions or procedures issued by ROAD AMERICA, deterring from steering ROAD AMERICA‟s Members and/or Customers‟ vehicles to other repair facilities other than those instructed by the Central Dispatch Center ; and k. That ISP will complete an appropriate background check prior to providing its employees or agents to ROAD AMERICA's program under this Agreement, including, but not limited to, controlled substance testing, a review of felony and misdemeanor convictions in the county in which the employee or agent has lived longest or where he/she currently resides, and a review of his or her driving record and driver‟s license. 21. Staff Background Checks & Drug Screening Recommendations: Some of ROAD AMERICA‟s clients may require ISP to drug test and/or conduct background checks on ISP‟s employees assigned to work on their accounts or to allow those employees or ISP to be drug tested and/or conduct background checks by the clients, in accordance with federal and state laws for the administering of drug tests and background checks. ISP will ensure its employees assigned to provide services to ROAD AMERICA have provided or have agreed to provide their consent in cases where a background check or drug test is required. 22. Uniforms, Qualifications and Professional Appearance Standards: ISP shall be required to furnish their employees with a distinctive company uniform. Each uniform shall have the firm name, as well as the employee‟s name, in a conspicuous place. ISP‟s company name shall be easily visible at all ties; meaning that protective or inclement weather outer garment must meet this standard. ISP‟s employees shall have sufficient uniforms so as to maintain a neat, clean appearance at all times. Minimum requirements for uniforms include shirts, pants, and appropriate safety shoes. ISP‟s drivers shall be in uniform before any Service operation begins. Wording, designs, photos, gestures, or anything that could be considered offensive or obscene to the general public shall not be displayed by ISP‟s drivers or on any part of the uniform. These dress standards are required in order to project a professional and positive image to the motoring public of the ISP representing ROAD AMERICA. ISP shall ensure that drivers assigned to respond to ROAD AMERICA‟s service calls are qualified employees; trained and proficient in the use of the Service Vehicle and all related equipment, and able to apply the procedures necessary to safely perform all requested service under this Agreement. ISP‟s drivers will not be accompanied by another person when rendering the requested service unless such other person is an employee of ISP and is in training and/ or us necessary to perform the service. ISP‟s drivers shall perform any and all requested services in the most courteous, safest and most expedient manner possible, limiting any and all interactions and/or engagements with customers to service and/or business related matters. ISP‟s drivers shall possess the proper class license(s) and certificate(s) required for the class of vehicle driven and for the type of service performed. Class A licenses must be endorsed by DMV to allow for operation of special vehicle configurations and/or special cargo. All drivers assigned to respond to ROAD AMERICA‟s service calls shall be: a) awake and alert; b) punctual; c) able to speak and write English fluently and clearly; d) subject to a criminal history background records check; e) possess a valid Driver‟s License; f) not under the influence of alcohol or any controlled substance; g) no DUI convictions; and h) neat, clean and well groomed in appearance. ISP‟s drivers will not suggest and/or deviate a customer to an alternative destination location unless previously authorized to do so by a ROAD AMERICA agent. ISP understands that steering and/or interfering with and/or influencing the sale of a customer‟s vehicle in any way, will result in suspension of services or permanent inactivation. 23. Governing Law and Exclusive Jurisdiction: The validity, interpretation and construction of this Agreement shall be governed by the laws of the State of Florida. If any dispute or disagreement shall arise in connection with any interpretation of this Agreement, its performance or nonperformance: a. the Parties shall make every effort to mediate and settle their dispute in good faith informally; b. The Parties hereby understand, agree and acknowledge that any dispute between them that have not been resolved within thirty (30) days after the Parties‟ good faith effort to mediate, must be submitted for resolution by mandatory, binding arbitration; c. The Parties shall be precluded from bringing or raising in court or another forum any dispute that was or could have been submitted to binding arbitration; d. This arbitration requirement as set forth in Section 20 does not apply to claims for temporary or permanent injunctive relief as described in Section 9 of this Agreement; e. Binding arbitration under this Agreement shall be conducted in Miami-Dade County, State of Florida, office of the American Arbitration Association (“AAA”) before a neutral arbitrator selected by the Parties and shall otherwise be conducted in accordance with AAA‟s commercial arbitration rules. f. Each Party shall pay its own costs and attorneys‟ fees, subject to costs and fees shifting provisions of applicable laws. The Parties will be permitted to conduct discovery. The arbitrator shall, within thirty (30) days after the conclusion of the arbitration, issue a written opinion setting forth the factual and legal basis for his or her decision; g. The Parties understand, agree and acknowledge that the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 24. Entire Agreement: This Agreement compromises the entire agreement between the Parties. This Agreement replaces and supersedes any and all prior agreements, whether written or oral, between the Parties. All modifications and amendments, except amendments to the applicable Rate Schedule(s) made in the manner otherwise provided herein, must be made in writing and signed by both Parties. 25. Amendments: This Agreement may be amended and/or modified, and the terms and conditions of this Agreement may be waived, only by the written and mutual consent of the Parties except otherwise provided herein. 26. No Implied Waivers: No failure or delay on the part of any Party in exercising any right, privilege, power, or remedy under this Agreement, and no course of dealings among the Parties, shall operate as a waiver of such right, privilege, power, or remedy; nor shall any single or partial exercise of any right, privilege, power or remedy under this Agreement preclude any other or further exercise of any right, privilege, power, or remedy or the existence of any other right, privilege, power, or remedy. No waiver shall be effective against any Party unless signed in writing by an authorized officer of such Party. 27. Further Assurances: The Parties hereto agree to do such further acts and to execute and deliver such additional assignments, agreements, instruments and other documents as may be required to carry into effect the purposes contemplated by this Agreement. 28. Severability: If any one or more of the provisions contained in this Agreement shall be or become invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. 29. Interpretations: Except where the context indicates otherwise, in construing the words of this Agreement, the use of the singular shall be deemed to include the plural and vice versa and each gender reference shall be deemed to include every other gender reference. The word “including” shall be deemed to mean “including, without limitation.” 30. Headings, Recitals: The headings contained in this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. The Recitals to this Agreement are incorporated herein by reference. 31. Counterparts: This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts. IN WITNESS HEREOF, the Parties hereto have caused their authorized representatives to execute this Independent Services Agreement as of the date first written above. BRICKELL FINANCIAL SERVICES-MOTOR CLUB, Inc. d/b/a ROAD AMERICA MOTOR CLUB
INDEPENDENT SERVICE PROVIDER
By: __________________________________________
By: __________________________________________
Vendor Relations Department
Signing Officer‟s Name
Signature: ____________________________________
Signature: ____________________________________
Witness (Print): ________________________________
Witness (Print): ________________________________
Signature: ____________________________________
Signature: ____________________________________
7300 CORPORATE CENTER DRIVE, SUITE 601, MIAMI, FLORIDA 33126 • (888) 248-6776 • FAX (305) 392-3121 ADDENDUM NO. 2 TO INDEPENDENT SERVICE PROVIDER AGREEMENT ISP Number: City and State: This Addendum No.2 ("Addendum No.2") to the Independent Service Provider Agreement dated as of the day of _, 20__, is entered into as of the day of 20 , by and between Brickell Financial Services- Motor Club, Inc. d/b/a Road America Motor Club and Road America Motor Club, Inc., Florida Corporations, with an office at 7300 Corporate Center Drive, Suite 601, Miami, Florida 33126 (hereinafter called “RAMC”). and , with a place of business at in (hereinafter called “ISP”).
and doing business as All terms used herein shall have the same meaning as in the Agreement , except as otherwise stated. WITNESSETH
WHEREAS, ISP participates in RAMC‟s program with respect to furnishing Services to customers and/or members of Road Am erica Motor Club and its various auto plans/affiliate plans and customers and/or members of motor clubs administered through RAMC: WHEREAS, RAMC desires to provide ISP with the opportunity to participate in a program as set out herein, (the "State Farm " Program'") NOW , THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto agree as follows: 1. The State Farm Program: RAMC agrees to provide ISP with the opportunity to participate in the State Farm Program which RAMC has developed in conjunction with State Farm Mutual Automobile Insurance Company, ("State Farm"). ISP agrees to participate in the program and to enter into and fully comply with the terms of the State Farm Program as defined by RAMC from time to time, including, without limitation, the terms of this Addendum No.2. 2. Confidentiality: ISP agrees to keep all the terms and conditions of this Addendum No.2 and the State Farm Program confidential and agrees not to use or disclose any information related thereto, including without limitation data on insured and operational processes and procedures, to any party other than RAMC, and State Farm as required for carrying out the performance hereof. ISP further agrees not to use any trademark, trade name, design, logo, or intellectual property of State Farm, or to disclose or otherwise identify State Farm orally or in any of its advertising, publications, or other media that are displayed or disseminated to its customers or other parties.
Background checks and restrictions: ISP agrees that, prior to providing its employees or agents to the State Farm Program under this Addendum No. 2 it will complete an appropriate background check including: ( i.) a review of felony and misdemeanor convictions in the county in which the employee or agent has lived longest or where he/she currently resides; (ii.) a review of his or her driving record and drivers license. In no event will ISP, in the performance of this Addendum N o. 2, use the services of an employee or agent who has been convicted of a felony. 3. Warranty. ISP warrants that all towing vehicles or tow hauling vehicles of any type utilized by its company or subcontractors for Services performed under this Agreement shall be in good and operable condition and such vehicle(s) shall comply with all Department of Transportation Regulations for such vehicles as well as any other Governmental Regulatory Body that may have jurisdiction over such towing providers. ISP further warrants that all towing vehicles or tow hauling vehicles of any type utilized that may enter a State Farm policyholder property will not leak any type of fuel or oil on the policyholder‟s property and if such leak does occur, ISP shall be responsible for the necessary cleanup to the policyholder property or to any of the surrounding environment.
4.
Termination of Agreement
Termination at Will: This Addendum No.2 may be cancelled at any time without cause by either party. Failure to Provide Service: If ISP fails to provide Service or Services to Members as specified in the Agreement, fails to perform the other duties specified in this Addendum No.2, renders false or fraudulent billing, violates this Agreement in any other manner, or RAMC receives repeated complaints from Members concerning ISP, or ISP allows insurance and Certificate of Insurance to lapse, RAMC at its option may cancel this Agreement immediately upon written notice. a. b.
5. Independent Contractor: For the purpose of this Addendum No. 2, ISP is deemed by both parties to be an independent contractor independently managing its own business. Neither party hereto shall have authority to pledge credit or transact any business (other than as expressly provided herein), in the name of the other party. 6. Change of Ownership: Before ISP sells, conveys or otherwise disposes of ISP‟s interest in his business as related to this Addendum and the services provided hereunder, ISP shall provide RAMC thirty (30) days‟ advance written notice by certified mail of the intended action, giving a full and accurate description of the terms and conditions of such intended transfer of interest. Upon receipt of such notice, whether before or after the transfer of interest, RAMC reserves the right in its sole discretion to terminate this Addendum
Notices: All notice hereunder shall be mailed to ISP at the address indicated on page one of this Agreement, and to RAMC at 7300 Corporate Center Drive, Suite 601, Miami, FL 33126 and the postmark date of any such notice shall control with respect to the date of this notice. 7.
Compliance with Law: ISP agrees to conduct business and performed its services in a professional and ethical manner, and to require its employees to adhere to the same standards. ISP agrees to satisfy any statutory or regulatory business license requirements necessary to perform the services under this Addendum No.2, and any and all required Occupational Safety and Health Administration ("OSHA") regulations, if applicable, and to require and direct its employees to do the same, and to provide proof thereof annually or upon reasonable request by RAMC. In addition, ISP agrees to notify RAMC within twenty-four (24) hours if a required statutory or regulatory business license application is denied, or if any required statutory or regulatory business licenses is revoked, suspended, rescinded, terminated or limited, which would affect the ISP's performance under this Addendum No.2. ISP shall require and direct all its employees to be compliance with all applicable state statute in regulatory, federal statutory and regulatory, and/or local licensing, insurance or bonding requirements necessary for the services performed under this Addendum No. 2, and upon RAMC's request provide proof thereof annually with specified expiration dates for review. 8.
9. Entire Agreement: This Addendum No. 2 Agreement comprises the entire agreement between the parties in reference to the State farm Program. All modifications and amendments, except amendments to the applicable rate schedule(s) made in the manner otherwise provided herein, must be made in writing and signed by both parties. 10. Governing Law: The validity, interpretation and construction of this Addendum No. 2 shall be governed by the laws of the State of Florida. 11.
Assignment: ISP shall not assign this Addendum No. 2 without RAMC‟s prior written consent.
IN W ITNESS HEREOF, the parties hereto have caused their authorized representatives to execute this Addendum No. 2 to the Independent Services Agreement as of the date first written above. BRICKELL FINANCIAL SERVICES-MOTOR CLUB, INC. D/B/A/ ROAD AMERICA MOTOR CLUB and ROAD AMERICA MOTOR CLUB, INC.
INDEPENDENT SERVICE PROVIDER
By:
By:
Title:
Title:
ISP Federal ID or Social Security Number:
Service Territory Agreement ISP Name:
ISP #
Contact Name:
Effective Date:
(if available)
/
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Physical Address: City: State:
Zip:
Mailing/ Payment Address:
(if different than above)
City: State: Select by Radius:
Zip: 5 mile Radius 20 mile Radius
15 mile Radius
10 mile Radius 25 mile Radius
Select by Specific Zip Codes: (below)
Coverage area should include only those zip codes where the service provider can guarantee that required service Performance standards will be satisfactorily met under normal conditions. _/
_/
Independent Service Provider (ISP) - Signature
Effective Date
Road America Provider Relations Rep (RAMC) - Signature
Effective Date
_/
Road America Motor Club (877) 324-8916 fax www.road-america.com
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ACH Direct Deposit Form Dear Service Provider, We would like to encourage all of our Service Providers to participate in our ACH Direct Deposit payment program. All payments will be automatically deposited to your specified account. This process will help reduce the amount of time needed to receive your payment and it will also eliminate delays due to postal system errors. Please complete the following information and follow the instructions below:
Provider Information ISP Name:
ISP #
(if available)
Bank Information BankName: Address: ContactPerson: Phone Number: Fax Number:
Account Information RoutingNumber: AccountNumber: Account Type:
__________________ Checking
Savings
Credit Unit
Authorized Signature:
Place a copy of a voided check here:
(Attach here)
Please complete this form and attach a copy of a voided check. You may email it to
[email protected] or fax it to Provider Payables Department at (305) 392-3121. Please allow 7 to 10 business days for processing. Road America Motor Club (877) 324-8916 fax www.road-america.com
