AFFILIATE AGREEMENT

 

THIS AGREEMENT is made by and between Torgro Atlantic City, LLC, Torgro Limousine Service, Inc.  and or its subsidiaries with its principal place of business located at 114, South New York Ave, Atlantic City New Jersey 08401, herein referred to as “the Company,” and ___________________________ with its principal place of business located at ______________________________________________ herein referred to as “the Sub-Contractor.”

 

RECITALS

 

A. The Company is in the business of providing transportation services via limousine, SUV or bus (‘transportation services”).

 

           B.  The Sub-Contractor is also in the business of providing transportation services works and employs individual drivers to provide such transportation services.

 

C.  The Company requires a licensed, professional driver to provide transportation services for the Company’s clients on an as needed basis, and the Sub-Contractor agrees to provide a licensed driver to perform the services on the terms and conditions set forth in this Agreement (the “driver” or a “driver”).

 

            In consideration of the mutual promises contained herein, and of the mutual benefit to be derived hereunder, the parties agree as follows:

 

SECTION ONE

SERVICES TO BE PROVIDED

 

            The Sub-Contractor will provide a driver to perform transportation services on behalf of the Company on an as needed basis to be determined by the Company.  The driver must be on location 15 minutes prior to pick up time.  If the Sub-Contractor accepts a job and cannot meet the time requirement, the Sub-Contractor must notify the Company. 

 

SECTION TWO

PLACE OF WORK

 

            It is understood the transportation services will be provided to Company’s clients at the Company’s office, the client’s place of business or residence, or such other place as designated by the Company.

 

 

 

 

 

 

 

SECTION THREE

 DURATION

 

            The term of this Agreement shall be for twelve (12) months from the date both parties sign the Agreement.  Either party may, however, cancel this Agreement upon thirty (30) days written notice.

 

SECTION FOUR

COMPENSATION

 

            The Company will pay the Sub-Contractor $1.70 per mile for any limousine.  There will an additional 20% payment if an Eight Passenger Limousine is authorized.  There will be an additional 30% payment if a Ten Passenger Limousine is authorized.  All local jobs and trips to the Atlantic City Airport will be paid at the rate of $40.00.  In the event a special vehicle such as a SUV or Bus is requested by a client, the rate to be paid to the Sub-Contractor will be negotiated between the Sub-Contractor and the Company prior to the reservation. 

 

All wait time and extra stops or services must be called into Company’s dispatcher for authorization or else payment will not be made to the Sub-Contractor.

 

Bills submitted by the 10th of each month will be paid on the 15th of the month, while bills submitted by the 25th of the month will be paid by the 30th of the month.  The submitted bills must indicate the trip number, casino name, pick up and designation points, client name, and any wait time over one (1) hour and any additional stops. 

 

 

 

SECTION FIVE

EXPENSES

 

            Unless agreed otherwise, the Sub-Contractor will be responsible for any and all expenses incurred stemming from this Agreement, including, but not limited to travel, fuel, tolls, meals and parking.

 

 

 

 

 

 

 

 

 

 

 

 

SECTION SIX

INSURANCE AND INDEMNITY

 

            (a)  Prior to providing transportation services for the Company, the Sub-Contractor shall procure and maintain, comprehensive liability insurance and such other insurance to the extent required by the Company, naming Torgro Atlantic City, LLC. / Torgro Limousine Service, Inc. as additional insured.  Said insurance, as required by this paragraph, shall be written for not less than One Million Five Hundred Dollars ($1,500,000.00).  If evidence of said insurance is not provided to the Company, the Company has the right to cancel this Agreement.

 

           

 

 

(b)  To the fullest extent permitted by law, the Sub-Contractor agrees to indemnify and hold harmless the Company, and all its shareholders, directors, officers, agents and employees from and against all claims, damages, losses and expenses, included, but not limited to attorney’s fees, arising out of or resulting from the performance, or failure of performance of the Sub-Contractor’s work under this Agreement, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, and (2) is caused in whole or in part by any negligent act or omission of the Sub-Contractor regardless of whether it is caused in part by a party indemnified hereunder. 

 

           

 

  (c)  For the purposes of this Agreement, and in particular Section Six, reference to the “Sub-Contractor” should mean to include the driver and the driver’s performance or failure of performance under this Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SECTION SEVEN

RELATIONSHIP BETWEEN THE PARTIES

 

The parties to this Agreement agree that the relationship created by this Agreement is that of employer and sub-contractor.  The Sub-Contractor and/or the driver is not an agent or employee of the Company and is not entitled to the benefits, if any, provided by the Company to its employees, including, but not limited to health, workers compensation and unemployment insurance and pension plans. 

 

Sub-Contractor is solely responsible for any applicable state or federal taxes.  The Company will report all applicable payments in accordance with Internal Revenue Service rules.  A 1099 tax form will be issued for tax purposes to Sub-Contractor.

 

  It is understood that the Company does not agree to use the Sub-Contractor exclusively. 

 

SECTION EIGHT

WORK STANDARDS

 

            All limousines must be 1999 models or newer.  All equipment must be in good working order.  All Limousines must be stocked with water, soda and snacks.  Each limousine must have a DVD player and movies available to the clients.  If requested by a casino, the Sub-Contractor will provide a clean blanket and pillow for the client.  Prior to doing an outbound trip, the Sub-Contractor will present their limousine to the Company’s dispatch facility for inspection and preparation.  If the limousine does not meet the Company’s standards as pursuant to the inspection, the Company does not have to utilize the limousine and will not be responsible for payment to the Sub-Contractor.  The Sub-Contractor will arrive at a predetermined time depending on the particular need. 

 

The Sub-Contractor and/or the driver will adhere to professional standards and is to provide a comfortable and courteous environment for all clients.  The driver must introduce him/herself as a driver from the Company.  Under no circumstances is the driver to ask the client for a tip.  The driver must maintain proper dress code (black suit and black tie).  Failure to maintain proper dress code will cause the Sub-Contractor and/or the driver not to be permitted to work for the Company. 

 

 

 

 

 

SECTION NINE

COVENANT AGAINST SOLICITATIONS OF CLIENTS

 

            For so long as the Company contracts with the Sub-Contractor, and for a period of two (2) years following the termination, for any reason, of such contractual relationship (the “Term”), the Sub-Contractor will not, except with the Company’s express prior written consent, directly or indirectly through another limousine company, communicate with or solicit any person who (a) is presently, or (b) during the Term becomes a client of the Company:

 

(i)                  In any manner which interferes or might interfere with such persons relationship with the Company; or

(ii)                In an effort to obtain such person as a client of any business in competition with the Company.

 

The Sub-Contractor acknowledges that any breach of this Section Nine will result in irreparable injury to the Company for which money damages could not adequately compensate the Company.  In the event of such breach, the Company shall be entitled, in addition to all other rights and remedies which the Company may have at law or in equity, to have an injunction issued by any competent Court enjoining and restraining the Sub-Contractor and all other persons involved therein from continuing such breach.  The Sub-Contractor will be further obligated to pay all of the Company’s attorney fees and costs.  The existence of any claim or cause of action which the Sub-Contractor or any such other person may have against the Company shall not constitute a defense or bar to the enforcement of this Agreement

 

For the purposes of this Agreement, “Person” shall mean any client of the

Company such as an individual, and/or the individual’s employer, including all employees, management, officers, directors or shareholders.

 

 

 

                                                           SECTION TEN

TERMS TO BE EXCLUSIVE

 

            This entire Agreement between the parties with respect to the subject matter hereunder is contained in this Agreement.  Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties solely, not for the benefit of any other person, persons, or legal entities.

 

 

 

 

 

SECTION ELEVEN

WAIVER OR MODOFICATION INEFFECTIVE UNLESS IN WRITING

 

            No waiver, alteration or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representative of both parties to this Agreement.

           

 

SECTION TWELVE

NO ASSIGNMENT WITHOUT CONSENT

 

            The Sub-Contractor should not assign this Agreement or any of the rights and duties herein without the prior written consent of the Company.

 

 

 

SECTION THIRTEEN

INVALIDITY

 

            Invalidity or enforceability of any particular provision of this Agreement shall not affect the other provisions and, in the event that one or more of the provisions of this Agreement shall be judicially determined to be unenforceable, then this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SECTION FOURTEEN

GOVERNING LAW

 

            This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey.

 

            IN WITNES WHEREOF, the Company and the Contractor have caused this Agreement to be executed the day and year first written above.

 

                                                           

 

Witness:

 

____________________                    By: ______________________________________

Torgro Atlantic City, LLC.

John E Groff for the Company

 

Witness:

 

_____________________                  By: ______________________________________

          __________________________________