Service Provider and Broker Agreement

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					                                MASTER CO-BROKER AGREEMENT
                                   GOVERNMENT SERVICES


This Agreement (“Agreement”), made this ___ day of ______________, 20__, by and
between Menlo Worldwide Government Services, LLC (“Menlo”), a Delaware
corporation, in its capacity as a broker arranging for motor carrier transportation of
property for shipments goods and materials for the United States Government pursuant
to a contract, number HTC711-07-D-0032, between Menlo and the U. S. Government
(“Prime Contract”), and ________ in its capacity as a broker arranging for motor carrier
transportation of property (“Broker”), provides as follows:

1.       CARRIER SERVICES

In the course of its overall business as a broker/logistics company, Menlo arranges for
the transportation of freight and products owned or controlled by the United States
Government (the “Government”) for the benefit of the Government, and, accordingly,
Menlo agrees to award to Broker to arrange for transportation, and Broker shall arrange
for motor carriers (“Motor Carrier”) to transport in a timely manner, shipments of such
products (“Broker Services”) pursuant to this Agreement. Broker acknowledges and
agrees that the performance of Broker Services hereunder shall be subject to the
Unique Requirements as hereinafter set forth.

2.       SCOPE OF SERVICES

2.1. Territories and Commodities.          The geographic scope for commodities
transported hereunder shall be as set forth in a Schedule of Carrier Government
Services and Exhibits thereto, attached to this Agreement and incorporated herein by
reference.    In addition, the Government has unique service requirements and
obligations ("Unique Requirements") which are applicable to this Agreement. Such
Unique Requirements are set forth herein and in one or more Exhibits to the Schedule
of Broker/Motor Carrier Services attached hereto. The Schedule of Carrier Government
Services, Exhibits thereto, and any Addenda must be approved in writing by authorized
representatives of both Menlo and Broker in order to be effective. Except as otherwise
provided herein, any reference to this Agreement shall be deemed to include the
Schedule of Broker Services, Exhibits thereto, all effective Addenda, and any governing
publications or schedules expressly incorporated therein. For shipping lanes or Broker
Services not included in the Schedule of Broker Services attached hereto, Broker will be
compensated at such rates as the parties may mutually agree to in writing under the
terms of Menlo’s then current Spot Buy documentation or program in effect at the time
of any such shipment.

2.2    Brokers/Subcontractors. Broker shall not offer or tender any shipment or other
Broker Service hereunder to any broker or third-party logistics company for purposes of
arranging delivery of Government shipments awarded to Broker under this Agreement.



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Broker shall not subcontract any Broker Services or transportation services to a Motor
Carrier without giving prior written notice to Menlo and obtaining from an authorized
representative Menlo’s written consent to use any such subcontractor. Any such
awarding or tendering of shipments or subcontracting shall not affect Broker’s
responsibilities or liabilities to Menlo or the Government under this Agreement. Broker
is and all times shall remain primarily liable to Menlo and the Government for each and
every shipment made under this Agreement. As among Menlo, the Government and
Broker, all costs of rendering the Broker Services (including compensation of Motor
Carriers and other subcontractors as well as payment of all taxes or other governmental
assessments imposed on Broker) shall be borne solely and exclusively by Broker.
Broker agrees and acknowledges that Broker is and shall at all times be solely
responsible to pay for any such Motor Carrier and other subcontractor services. Broker
shall defend (including payment of reasonable attorney’s fees and costs), indemnify and
hold harmless Menlo and the Government from and against any claims for direct or
duplicate payments claimed to be due to any contractor used or engaged by Broker. In
the event that a Motor Carrier or other subcontractor engaged by Broker makes a claim
against Menlo or the Government for freight charges not otherwise paid by Broker,
Menlo or the Government may, in their sole discretion, withhold payment of freight
charges to Broker in the amount claimed to be due such contractor, together with an
additional amount equal to fifty percent (50%) of the sum claimed by the Motor Carrier
or other subcontractor, as and for reimbursement to Menlo or the Government for
expenses incurred in responding to and protecting against such claim(s). Furthermore,
in using such Motor Carriers or other subcontractors, Broker covenants and warrants
that Broker will only use those Motor Carriers and other subcontractors who do and will
provide service to Broker in a manner and under such terms and conditions as are
consistent with those of this Agreement, including any Unique Requirements, and that
Broker’s written agreement with each contractor shall include a provision whereby the
contractor waives and releases any claim the contractor may otherwise have against
Menlo and/or the Government related to any services provided by contractor to Broker
pursuant to the terms of the separate agreement between them. Broker shall
indemnify, defend and hold harmless Menlo and the Government from and against any
claim, action, demand or damages, including reasonable attorney fees and costs,
incurred by Menlo or the Government, related in any manner to and resulting from the
use by Broker of any Motor Carrier or other subcontractor.

2.3    Type of Shipment. This Agreement shall apply to both less-than-truckload
(“LTL”) and truckload (“TL”) shipments pursuant to the terms in the Schedule of /Carrier
Government Services and Exhibits or any Addenda relative to the specific requirements
relating to each such shipment.

2.4. Non-Exclusivity of Broker Services. Neither Party intends to give the other Party
any exclusive rights or privileges under this Agreement. Except as otherwise provided
in this Agreement, either Party may contract with or otherwise provide service to any
other motor carrier, broker, other intermediary or shipper.




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3.         RATES, CHARGES, TERMS AND CONDITIONS FOR SERVICES

3.1     Rates and Charges. As full and complete payment, Menlo will compensate
Broker at the rates and charges, including any accessorial charges or surcharges, set
forth in the Rate Exhibit to the Schedule of Carrier Government Services, and such
amounts shall be the sole and exclusive compensation for rendering the Broker
Services. No shipment awarded by Menlo to Broker shall be subject to rates or charges
or other terms and conditions set forth in any tariff, rate schedule, service guide or the
equivalent type of publication maintained by Broker or any Motor Carrier, unless those
rates and charges or other terms are expressly set forth in the Rate Exhibit to the
Schedule of Carrier Government Services. The Rate Exhibit to the Schedule of
Broker/Carrier Government Services shall also set forth miscellaneous terms,
conditions and business rules for specific Broker Services (if applicable).

3.2    Invoicing and Payment. Except as otherwise may be provided in the Exhibits to
the Schedule of Carrier Government Services, the following invoicing and payment
terms and procedures shall apply to all Broker Services:

     (a) Broker shall present complete and correct invoices to Menlo for Broker
     Services within ten (10) days of the delivery of the entire shipment at destination.
     (b) Menlo shall remit payment of invoices within five (5) days of receipt of
     confirmation of delivery and a proper invoice. The Carrier shall participate in
     the US-Bank PowerTrack billing and payment system or follow on system.
     Information regarding PowerTrack capabilities can be obtained by accessing
     the US-Bank website http://www.usbank.com/powertrack or by contacting
     US-Bank at 1-612-973-6156. In order to be considered for award, the Carrier
     must be PowerTrack enabled and is responsible for payment of any US-Bank
     fees or service charges.
     (c) Menlo shall have the right to set-off charges otherwise due Broker hereunder
     as to any claim under Sections 2, 9,11, and any Unique Requirements hereof or as
     to any other undisputed or liquidated claim attributable to Broker.
     (d) Menlo shall have the right from time to time to audit any and all freight charges
     and invoices by Broker, and Broker shall cooperate fully with such audits.
     (e) Broker waives any lien right(s) it might otherwise acquire by law or otherwise
     relative to any shipment of product for all sums due and payable to Broker
     hereunder, whether for prior or current shipments.
     (f) Broker agrees and acknowledges that only Menlo, and not the Government, is
     obligated to pay Broker for any freight charges in accordance with this Agreement.
     Broker’s only recourse for the payment of freight charges hereunder is to Menlo and
     not to the Government. Broker waives any and all claims, including any lien rights,
     Broker may have against the Government for payment of freight charges.


4.       TERM AND TERMINATION




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4.1    Initial Term and Renewal Term. The initial term of this Agreement shall be for a
period of one (1) year beginning on the date first set forth above (“Initial Term”). At the
end of the Initial Term, and at the end of each renewal term thereafter, this Agreement
shall automatically renew for another successive renewal term ("Renewal Term") of
equal length.

4.2   Right of Early Termination. Notwithstanding the provisions of the preceding
Paragraph, this Agreement may be terminated by either Party under the following
circumstances:

     (a) At any time after six months from the date hereof, either Party may terminate
     this Agreement, without cause, upon thirty (30) days’ written notice from the
     terminating Party to the non-terminating Party.
     (b) If either Party shall be required to cease and desist from performance
     hereunder as the result of any provision of law, including any cancellation,
     suspension or termination of Broker’s operating authority or of any Motor Carrier
     engaged by Broker, as a result of any order of any court, commission or other public
     authority or in the event that Broker and/or any Motor Carrier engaged by Broker
     shall fail to at all times: (1) comply with any applicable law or regulation related to
     the Broker Services or Motor Carrier services performed hereunder; (2) in the case
     of Motor Carriers, maintain at all times a DOT safety rating of “Satisfactory” or
     equivalent designation; (3) maintain insurance coverage as herein provided; (4)
     protect the safe and secure transportation and delivery of each shipment hereunder,
     (5) fail to keep and fulfill any Unique Requirements, and/or (6) violate the terms of
     Section 2.2, then in such event Menlo may terminate this Agreement upon one (1)
     day’s written notice to Broker.
     (c) By either Party upon notice that either Party hereto has filed a petition for or
     declared bankruptcy, reorganization or requested similar relief from its creditors, the
     other shall have the right, subject to applicable federal bankruptcy law, to continue
     to enforce this Agreement or to terminate it immediately upon ten (10) days’ written
     notice to the bankrupt or insolvent Party. Each Party agrees that it shall not assert
     any claim that it may have to assume this Agreement, under such circumstances,
     without the express written approval of such assumption by the other.


5.       LEGAL STATUS OF PARTIES AND SERVICES

5.1     Representations. Broker represents and warrants that it is duly registered with
Federal Motor Carrier Safety Administration ("FMCSA") as a broker of property in
interstate and foreign commerce pursuant to 49 U.S.C. § 13902 and that all Motor
Carriers engaged by Broker to perform transportation services hereunder shall be duly
registered with the FMSCA as a motor carrier of property in interstate and foreign
commerce pursuant to 49 U.S.C. § 13902. Broker shall render all Broker Services in a
competent and professional manner, and in accordance with all applicable federal and
state laws and regulations of the jurisdiction(s) within which the Broker Services are
rendered. Menlo represents and warrants that it has full authority to award shipments
for Broker Services under this Agreement.


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5.2    Contract Carriage. Each Motor Carrier engaged by Broker pursuant to this
Agreement shall be a motor carrier of property in interstate or foreign commerce and
transportation services shall be rendered as contract carriage within the meaning of 49
U.S.C. §§ 13102(4)(B) and 14101(b). Broker hereby expressly waives and any Motor
Carrier engaged by Broker shall waive all provisions of Chapters 137 and 147 and any
other provisions of Subtitle IV, Part B of Title 49, United States Code, to the extent that
such provisions are in conflict with express provisions of this Agreement. The Parties
do not, however, waive the provisions of that subtitle relating to registration, insurance,
or safety fitness.

5.3     Relationship of parties. The relationship of Broker to Menlo is that of an
independent contractor. By this Agreement, the Parties do not intend to provide for
division of profits between Broker, and Motor Carrier engaged by Broker, Menlo, the
Government and/or any Menlo Customer, or to create any joint venture between Broker,
Menlo, the Government and/or any Menlo Customer, or otherwise to create a de facto
or de jure joint enterprise or partnership between Broker, Menlo, the Government and/or
any Menlo Customer. Under no circumstances shall employees or agents of Broker be
deemed employees or agents of Menlo or the government, nor shall Menlo or the
Government be liable for any wages, fees, payroll taxes, assessments or other
expenses relating to employees or agents of Broker.

6.       FREIGHT DOCUMENTATION

The terms of this Agreement, including the Schedule of Services, Exhibits and
Addenda, shall apply to all shipments awarded to Broker within the scope of this
Agreement and, except with respect to a government bill of lading, shall take
precedence over any conflicting terms contained in any bill of lading, receipt or other
transportation document (Shipment Document) issued for any shipment awarded by
Menlo to Broker within the scope of the Broker Services. Except as otherwise permitted
by the Unique Requirements, Schedule of Carrier Government Services, the Shipment
Documents shall show Menlo as the bill-to Party for freight charges, shall not show
Menlo as the shipper, consignee or motor carrier, and shall not show any entity other
than Broker or the Motor Carrier engaged by Broker as the carrier.

7.       CARRIER’S TRANSPORTATION OBLIGATIONS AND COVENANTS

During the Initial Term of this Agreement, and any Renewal Term thereof, Broker
covenants, represents and warrants that at all times Broker shall ensure that the Motor
Carrier engaged by Broker shall:

     (a) Provide at each point of origin, as designated by Menlo, such equipment,
     including tractor units and trailers (“the motor vehicle equipment”), consistent for
     such purposes, in good and safe operating condition to transport Government goods
     hereunder.
     (b) Provide the transportation services described herein promptly, efficiently, and
     safely with reasonable dispatch so as to meet Menlo’s delivery schedules, including


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     those shipments designated as “hot” or “expedited” whereby Menlo has timely
     notified Broker of the need for expedited delivery and, after such notice, Broker
     elects to arrange to transport such shipment for delivery as requested.
     (c) Provide duly and lawfully qualified personnel to operate the vehicles and
     perform the transportation services as required under this Agreement.
     (d) Ensure that all motor vehicles, including trailers, used to transport product
     hereunder are in good and suitable operating condition so as to avoid any loss of or
     damage to product in loading and unloading or while in transit. Broker agrees that
     all trailer equipment shall be clean and not contaminated and will not have been
     used previously to transport garbage, trash, or solid or liquid waste or any other
     articles, whether hazardous or non-hazardous, which might taint or otherwise
     contaminate Government goods.
     (e) Without the prior written consent of Menlo, Broker or any Motor Carrier
     engaged by Broker will not use the name of Menlo and/or any Customer of Menlo or
     the Government in any advertising or publicity releases relative to the Broker
     Services provided hereunder.
     (f) Broker agrees to cooperate with Menlo in order to facilitate and implement the
     use of EDI data systems, compatible with the parties’ respective computer and
     interchange hardware and software.
     (g) Broker will take all necessary and proper precautions and actions to protect
     each shipment, and the products included therein, from theft, vandalism or other
     criminal activity.
     (h) Comply at all times with the Unique Requirements.

8.       INSURANCE

8.1    Broker shall obtain and maintain in effect during the term of this Agreement the
following types of insurance in at least the minimum amounts set forth below. All such
insurance will be written on a primary basis and be required to respond and pay prior to
any other available coverage:

     (a) Cargo Liability insurance with limits of liability not less than One Hundred and
     Fifty Thousand Dollars ($150,000) per occurrence or in such greater amount as may
     be required by regulatory bodies having jurisdiction;
     (b) Commercial Automobile Liability insurance with limits of liability of not less than
     One Million Dollars ($1,000,000) per occurrence, or in such greater amount as may
     be required by regulatory bodies having jurisdiction;
     (c) Worker’s Compensation coverage as required by statute and Employer’s
     Liability insurance with limits of liability not less than Two Hundred and Fifty
     Thousand Dollars ($250,000) per person/per accident / per occupational disease, or
     as required by law in the jurisdiction in which the Broker resides;
     (d) Commercial General Liability insurance written on a current ISO standard form
     or its equivalent providing extended coverage including but not limited to, blanket
     contractual liability; personal injury and advertising liability; fire legal liability; broad
     form property damage liability, including completed operations; additional persons




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     insured (employees); and extended bodily injury coverage; with limits of liability of
     not less than One Million Dollars ($1,000,000) per occurrence; and,
     (e) Any other insurance required by the DOT, or any other governmental agency
     whose rules and regulations may apply to the Broker’s performance of services
     under this Agreement.

8.2     Broker shall furnish Menlo with a certificate of insurance in a form satisfactory to
Menlo evidencing that the coverage required in this Section 8 is in effect. Such
certificate shall reflect that the policies described under (b), (d) and (e) above have
been endorsed to name Menlo as an additional insured, and that such policies shall
provide Menlo with at least thirty (30) days’ notice prior to cancellation, material change,
or non renewal. Broker and the Motor Carrier engaged by Broker shall cause its
insurance carrier to provide Menlo with a waiver of the insurer’s rights of subrogation
against Menlo with regard to the coverages stated in paragraph 8.1 above. All
insurance as required in this paragraph shall be maintained with reliable insurance
companies having a Best rating of A-VII or better.

8.3     All insurance policies will contain a severability of interest provision in favor of
Menlo or a full and complete breach of warranty endorsement to the effect that the
insurance coverage will not be invalidated with respect to the interest of Menlo by any
act, failure to act, or neglect of Broker which is in violation of the terms and conditions of
such insurance.

8.4    Broker shall ensure that the activities and operations of Motor Carriers utilized by
Broker in the performance of this Agreement are covered by the same limits of
insurance provided herein and that such contractors will comply with and will provide
proof of compliance therewith to Menlo of the insurance requirements of Broker in favor
of Menlo as set forth in this Section 8.

9.       CARRIER’S LIABILITY FOR LOSS OR DAMAGE

9.1      Notwithstanding Section 5.2 hereof, Broker shall be liable to Menlo and/or the
Government for loss of or damage to any product shipped hereunder (“Freight Claim”)
for not less than the actual loss or injury to the property transported under a government
bill of lading pursuant to the Prime Contract while the property is in the possession of
Broker and/or the Motor Carrier engaged by Broker. Broker shall not be liable to the
extent such loss or damage is caused by an act of God, of a public enemy, of a public
authority, of the shipper, or due to the inherent vice or nature of the goods. For
purposes of liability only, freight that is consolidated onto a single conveyance will be
considered a shipment. The liability of Broker is further limited as follows:

     a. For shipments weighing less than 15,000 lbs, the Subcontractor is liable to the
        Government for the lower dollar amount of $50,000 or the actual amount of the
        loss and/or damage to the property.




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    b. For shipments weighing 15,000 lbs or more, the Subcontractor is liable to the
       Government for the lower dollar amount of $150,000 or the actual amount of the
       loss and/or damage to the property.

For shipments that are transported via multiple conveyances, such as multiple rail cars,
the Subcontractor is liable per conveyance. Authorized shipper personnel may elect to
declare and establish cargo liability in amounts higher than stated above through the
provisions of Cargo Liability of Carrier (“LIE”) in Appendix B – Accessorial Codes – of
the Prime Contract, which shall be applicable to Broker. In such instances when
authorized shipper personnel request LIE, the Broker shall be liable for the increased
declared value. When Menlo is permitted and able to obtain in the normal course of
business from a transportation provider liability terms more favorable to the Government
(as the shipper) than those noted above, those more favorable terms govern the liability
of the Broker to the Government. The term “full value” shall mean and be calculated on
the basis of the retail price of product at the time of shipment, (without limitation of any
kind or nature), together with transportation charges applicable to the kind and quantity
of product so lost or damaged. Broker agrees and acknowledges that no shipment
hereunder is or shall be subject to any limit on the amount of Broker's liability for any
freight claim hereunder, except as provided herein. To the extent that Broker, or
anyone acting on behalf of Broker, asserts any such limitation, Broker waives and shall
be estopped from asserting any such limitation contrary to the terms of this provision.

9.2    The Government is a third party beneficiary of this Agreement, which authorizes
the Government to enforce the cargo liability terms of this contract. Subcontractor
acknowledges that positive and negative incentives impacting Menlo under Menlo’s
Prime Contract with the Government depend on the ability of Menlo to facilitate the
resolution of Government claims for loss or damage to property in a timely and
satisfactory manner. Broker acknowledges that Menlo will seek to resolve Government
claims as an independent contractor, not as an agent of the Government. Broker
agrees that it will not assert any type of lien on any property shipped under this contract.
Additionally, the Government (or designated agents) reserves the right to retrieve/seize
DoD freight from Menlo and its facilities and its subcontractor’s facilities and
conveyances when such freight has been frustrated, or otherwise delayed due to labor
unrest, work stoppages, bankruptcy, disasters, and other abnormal events beyond
Menlo’s operational control. Broker shall provide notice to authorized Government
personnel and to Menlo within five (5) days of initial identification of loss or damage.
When a shipment cannot be delivered due to damage, loss or refusal at destination,
Broker shall contact Menlo. Menlo will work with authorized Government personnel for
disposition instructions. If the loss or damage is attributable to Broker under the
standard of liability herein, the cost of additional transportation, storage, and/or
redelivery shall be treated as a Government claim against the Broker. Unless the
Government claim has been paid, Broker shall provide notice to authorized Government
personnel and to Menlo within thirty (30) days of the receipt of a Government claim,
acknowledging receipt and identifying any documentation or other information about the
claim that is required for resolution. Within 120 days of receipt of a Government claim,
Broker shall pay the claim in full to authorized Government personnel or provide notice
to authorized Government personnel and to Menlo either that it declines the claim in full


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or that it offers a partial payment as a firm compromise settlement of the claim. Broker
shall have no rights to salvage. Broker acknowledges that the Government may
respond to unresolved claims through litigation, through set off on some future contract
between the Government and Broker, or through other means. The Government may
proceed under the government bill of lading or as a third party beneficiary of Broker’s
contract with Menlo or through other means, as permitted by law.

10.      CUSTOMS AND SECURITY REQUIREMENTS

Broker shall be responsible for ensuring compliance with all customs and security laws
that are applicable to the Transportation Services either domestically in the United
States or for import or export to or from the United States.

11.      INDEMNIFICATION; NO CONSEQUENTIAL DAMAGES

11.1 Except as otherwise provided below, Broker shall protect, defend, hold harmless
and indemnify Menlo and/or the Government and their respective directors, officers,
employees, and agents (hereinafter collectively referred to as “Indemnitee”) from and
against:

      (a) Any and all claims made against any Indemnitee by or on behalf of Broker’s
      employees, agents or subcontractors for wages or salary, as well as any other
      compensation or payments, including overtime resulting or claimed to have resulted,
      in whole or in part, from services provided to Menlo by any of Broker’s Motor
      Carriers, or their respective agents or contractors hereunder; and/or,
      (b) Any and all penalties for fines of any nature and character (except those
      penalties or fines which are caused solely by the Government) which may be sought
      to be enforced against an Indemnitee by reason of an alleged violation by Broker, as
      well as Broker’s Motor Carriers, and their respective agents or contractor, of any
      federal, state, or municipal law, rule or regulation related to Broker’s or Broker’s
      Motor Carriers transportation services; and/or,
      (c) All claims, demands, actions or causes of action which may at any time be
      brought against any Indemnitee because of death or injury to persons, including
      Broker’s or its Motor Carrier’s and their respective employees, agents or contractors,
      or damage to property (except with respect to cargo loss or damage under Section 9
      hereof) which may arise from or in connection with: (1) the maintenance, use or
      operation (including loading and unloading by Broker, Broker’s Motor Carriers, their
      respective agents or contractors or any motor vehicle or allied equipment in
      performance of services under this Agreement; and/or, (2) any and all acts or
      omissions of Broker, Broker’s Motor Carriers, and their respective agents,
      employees or contractors in providing the transportation services to be provided
      under this Agreement; and/or,
      (d) Any and all other claims made by or on behalf of the Government or a Menlo
      Customer against any other Indemnitee, if such claim arises from the transportation
      services provided by Broker, Broker’s Motor Carriers or their respective agents or
      contractors under this Agreement.



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      (e) Any obligation to indemnity hereunder shall include any and all costs,
      expenses and reasonable attorneys’ fees incurred or payable by any Indemnitee in
      settling such claims or penalties or fines or in investigating or defending against
      same.
      (f) Notwithstanding any provision in this Agreement stating or implying to the
      contrary, Broker shall not be obligated to indemnify or hold harmless any Indemnitee
      hereunder to the extent that any such penalty, fine, claim, action, and/or cause of
      action contemplated by this Section 11 is caused by the sole negligence of such
      Indemnitee.

11.2 Except as otherwise specifically provided in this Agreement and Schedules,
Exhibits or Addenda hereto, neither Party shall be liable to the other for any indirect,
consequential, special and/or punitive damages (such as, but not limited to, loss of
profits, loss of market, loss of customer goodwill, assembly line shutdowns, or punitive
or exemplary damages), regardless of whether the claim for such damages sounds in
contract, tort, breach of warranty, consumer fraud, or otherwise.

12.      FORCE MAJEURE

If Menlo is prevented from or delayed in performing any of its obligations under this
Agreement by reason of statutes, regulations or orders of a governmental entity
(including actions taken by a court or by law enforcement officials), or because of war,
terrorism, acts of God, labor disturbances, civil unrest, or any cause beyond the
reasonable control of Menlo, Menlo shall not be liable to Broker for damages by reason
of any delay or suspension of performance resulting from such legal restraints or force
majeure.

13.      CONFIDENTIALITY

Except to the extent required by law, neither Party shall disclose to third-parties (other
than to (i) any Affiliate Company (as hereinafter defined) or (ii) to freight bill auditors,
prospective capital providers, and outside professionals if such parties agree to similar
confidentiality terms) either the terms of this Agreement or any confidential or
proprietary information either Party learns about the other in the course of performing
Broker Services under this Agreement, including but not limited to software, business
methods, customer lists, or the rates, valuation, origin, destination and consignee
identity for any shipment within the scope of the Broker Services.

14.      MISCELLANEOUS

14.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the United States where applicable, and otherwise, with the
laws of the State of California. The parties hereby submit to jurisdiction and venue in
the United States Federal District Court for the District of Northern California (San
Francisco or San Jose Divisions) or as applicable depending upon jurisdiction, the
Superior Court in and for the County of San Mateo, State of California.



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14.2. Dispute Resolution. In the event of any material dispute (“Dispute”) which may
arise between the parties relative to the services provided hereunder, including
performance, or lack thereof, by either Party, and/or for any freight claims hereunder,
and as a condition precedent to any other remedy herein, the parties agree to:

    (a)     Initially, and as soon as practicable, meet and confer with each other in order
    to reach, to the extent possible, voluntarily resolution of said dispute by giving
    written notice to the other designating any officer or manager with appropriate
    authority to be its representative in negotiations relating to the dispute. The
    designated persons shall, promptly, following whatever investigation each deems
    appropriate, but in no event later than ten (10) days after notice, enter into
    discussions concerning the dispute.
    (b)     In the event that such voluntary efforts are not successful in resolving the
    dispute, the parties agree to submit the matter to mediation before a mutually
    agreed upon mediator. If the parties are unable to agree upon such appointment
    within twenty (20) days after the first meeting, either Party may apply to Judicial
    Arbitration – Mediation Services (“JAMS”) in San Francisco, California for the
    appointment of a member of such organization to serve as the mediator. The
    parties shall bear their own costs and fees incurred in such meet and confer and
    mediation procedures, and the fees and costs of the mediator and of obtaining any
    such appointment shall be shared equally by the parties. For disputes having a
    value of Ten Thousand Dollars ($10,000) or less, the decision of the mediator shall
    be binding in the parties for all purposes.
    (c)     Should any of the options described in (a) or (b) above fail to resolve any
    dispute hereunder, the parties shall submit the matter to binding arbitration. Such
    arbitration shall be conducted, at Menlo’s option: (a) under the rules then in force of
    the Judicial Arbitration and Mediation Services ("JAMS"), including one or more
    arbitrators as the parties may agree; or, (b) the parties may proceed to arbitration in
    accordance with the ADR rules and procedures promulgated by the Transportation
    Lawyers Association, a nonprofit corporation. Any decision may include any remedy
    contemplated by this Agreement and any allocation of the administrative fees and
    expenses of such arbitration deemed just and equitable to the arbitrator. All
    communications, statements, documents provided, expert opinions, expert reports
    or offers to compromise are confidential and may not be disclosed without written
    consent of the Party making the statement or offering the information. The arbitrator
    may award the prevailing party in any arbitration reasonable attorney’s fees and
    costs.

14.3. Notices. Any Notice required or permitted under this Agreement shall be
deemed sufficient if sent by prepaid first-class mail, by a nationally recognized overnight
courier, or by facsimile transmission or by E-mail, if such Notice is sent to the address
or fax number of or Email address of, and marked to the attention of the individual
identified in the signatory provision of this Agreement as the Designated Notice
Representative(s). Notices shall be considered to have been received by the
addressee Party on the third business day after mailing, on the first business day after
deposit with an overnight courier, or on the day a facsimile is transmitted if the sending
machine produces written confirmation of a successful transmission or an E-mail


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acknowledgement from the Designated Notice Representative. Each Party may change
its Designated Notice Representative, or update the contact information for such
individuals, by Prior Notice to the other Party in accordance with this Section 14, and
without formal amendment of this Agreement under paragraph 14.4.

14.4. Entire Agreement; Amendments.               This Agreement represents the entire
agreement and understanding of the Parties with regard to its subject matter. No prior
understandings or agreements of the Parties, whether written or oral, nor any
documents not specifically incorporated into this Agreement, nor any course of conduct
of the Parties before or after the Effective Date of this Agreement, shall have the effect
of modifying the Parties’ rights and obligations under this Agreement in any way.
Except as provided in paragraph 14.3 with regard to changes in Designated Notice
Representative and contact information and listings, no amendment to this Agreement
shall be valid unless it is set forth in writing, specifies the sections, paragraphs and/or
Attachments being amended, specifies an effective date for the amendments, and is
signed by an authorized representative of each of the Parties.

14.5 Ownership of Documents and Software. All documents, reports, memoranda,
drawings, specifications, photographs and other tangible information (hereafter,
“Documents”) provided by each Party to the other shall remain the valuable property of
the Party providing such Documents. Each Party shall have exclusive rights to all
software and software products solely developed and owned by them, including that
software developed to facilitate the services hereunder. Neither Party shall have any
right, title or interest in any trademarks or tradenames or other intellectual property (the
"Intellectual Property") owned, used or claimed now or in the future by either of them.
Neither Party shall advertise to any third-party the existence of the Agreement without
the prior written consent of the other.

14.6. Severability. To the extent that any provision of this Agreement may be held to
be invalid or unenforceable by a court of competent jurisdiction, such provision shall
become ineffective as to all matters within the jurisdiction of that court. The court’s
ruling shall not be treated as affecting the validity or enforceability of any other provision
of this Agreement, nor as affecting the validity or enforceability of any part of this
Agreement in other jurisdictions.

14.7. Waiver. Neither the failure of a Party to exercise any right, power or privilege
under this Agreement, nor its delay in any such exercise, shall operate as a waiver of
that right, power or privilege. No such waiver shall be binding on either Party unless it
is in writing and signed by a Designated Notice Representative of the Party against
which the waiver is asserted. No such waiver on one occasion shall preclude
subsequent full enforcement of a Party’s rights, powers and privileges under this
Agreement or at law or in equity.

14.8. Successors and Assigns. This Agreement shall be binding on, and shall inure to
the benefit of, both Parties as well as their respective successors and permitted
assigns. Assignment of this Agreement by either Party requires prior notice to and



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written consent of the other Party, except that either Party may assign and transfer this
agreement and rights and obligations hereunder to any parent company, or to a wholly
owned subsidiary of its parent company whether such ownership be direct or indirect
through intermediated corporations (“Affiliate Company”), provided such Affiliate
Company agrees in writing to comply with all terms and conditions of this Agreement.

14.9 Counterparts. This Agreement may be executed in one or more counterparts,
any and all of which shall constitute one and the same instrument.

14.10 Captions. The captions and headings set forth in this Agreement are for
convenience only. They shall not be considered a part of this Agreement, nor affect in
any way the meaning of its terms and conditions.

14.11 Unique Requirements. Menlo has entered into Prime Contract No. HTC711-07-
D-0032 (hereinafter “Prime Contract”) for the management of transportation services
with the Government and the following Unique Requirements shall be applicable to this
Agreement:

    a. Certificates. Broker shall furnish to Menlo, upon request, any certificate required
    to be furnished by any provision of this Agreement, including any clauses
    incorporated by reference herein, and any certificate required by any future law,
    ordinance, or regulation with respect to the Broker’s compliance with the terms and
    provisions of such law, ordinance, or regulation.

    b. Prohibition against Payment of Gifts and Gratuities. Broker warrants that no part
    of the total amount paid to the Broker hereunder shall be paid directly or indirectly to
    any officer or employee of the United States Government as wages, compensation,
    or gifts.

    c. Debarred, Suspended, or Proposed for Debarment. Broker warrants that Broker
    is not currently debarred, suspended, or proposed for debarment by any federal or
    state agency, and that it shall promptly disclose to Menlo, in writing, should Broker
    be suspended, debarred, proposed for debarment, or otherwise be declared
    ineligible for participation in federal or state procurement or nonprocurement
    programs.

    d. Government Decision under Prime Contract Affecting Agreement.
    Notwithstanding any other provision hereof, any decision of the Government
    Technical Representative or Contracting Officer under the Prime Contract that binds
    Menlo will, upon being communicated to Broker in writing, bind Broker to the extent
    that it relates to this Agreement.

    e. Equal Opportunity. During the performance of this Agreement, Broker agrees to
    comply with the Equal Opportunity provisions of the Prime Contract in accordance
    with FAR 52.222-26.




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    f. Notice of Service Contract Act Applicability. The Prime Contract and this
    Agreement are subject to FAR 52.222-41, Service Contract Act (SCA) of 1965, as
    amended. Contractors shall obtain and download the applicable wage
    determinations for all areas of performance on-line at the following Department of
    Labor (DOL) website: www.wdol.gov. The DOL wage determination at point of
    origin of a trip to transport DTCI freight (head-out point) will apply during the entire
    trip, regardless of how many cross-docking stops, or other stops are made during
    the trip, so long as the transportation provider continues to transport DTCI freight.
    Once the last piece of DTCI freight is off-loaded and the transportation provider is no
    longer performing DTCI services, the trip ends for purposes of application of the
    SCA wage determination under the DTCI contract.

    g. Defense Priority. The Prime Contract is subject to FAR 52.211-14, Notice of
    Priority Rating for National Defense Use, thereby this Agreement and any Work
    allocated to the Broker under this Agreement will be DO rated order certified for
    national defense use under the Defense Priorities and Allocations System (DPAS)
    (15 C.F.R. 700), and the Broker will be required to follow all of the requirements of
    such regulation.

    h. Federal Government Flow-Down Clauses

    (1) Federal Government Flowdown Clauses. Broker shall be subject to and bound by
    those FAR, FAR Supplement, or Agency Acquisition Regulations and the
    Procurement Integrity Act clauses and provisions which are binding by law upon all
    federal Contractors and their Subcontractors, including but not limited to all mandatory
    flowdown clauses. Such clauses and provisions are made a part of this Agreement
    and the Broker agrees to notify Menlo in writing of any known, potential, or actual
    conflicts of interest or violations of law or regulations, which may arise hereunder. For
    the convenience of the Broker, the applicable federal government flowdown clauses
    are identified as Exhibit A to the Schedule of Carrier Government Services, and are
    incorporated by reference, with the same force and effect as if they were given in full
    text.

    (2) Government Certification and Representations. Broker shall be subject to and
    bound by the Representations and Certifications and must execute Representations
    and Certifications that reflect adherence to government procurement ethical and
    socio-economic rules. These rules are grounded in statutes and government
    policies and prescribe conduct for both Menlo and Broker and Broker’s employees.
    The Representations and Certifications are included as Exhibit B to the Schedule of
    Carrier Government Services and are hereby incorporated by reference.

14.12 Broker shall incorporate into each agreement with a Motor Carrier to provide
      transportation services hereunder the terms of Sections 2, 4, 5, 6, 7, 8, 9, 10 and
      14.11 of this Agreement

14.13 Broker represents and warrants that it is a Small Business as such term is
      defined in FAR 52.219, that it has and will fulfill all requirements imposed upon it


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         by virtue of such status, and that it will notify Menlo within 24 hours of the time
         when Broker shall cease to be qualified as a Small Business.

WHEREFORE, the Parties have executed this instrument as their legally binding
agreement as of the Effective Date first written above.

MENLO WORLDWIDE GOVERNMENT (BROKER)
SERVICES, LLC (BROKER)     _______________________

By: ___________________                            By: _____________________

Printed Name: ________________                     Printed Name: _______________
Title: _______________________                     Title: _______________________
Address: ____________________                      Address: ____________________


Telephone: _________________                       Telephone: ___________________
Facsimile: _________________                       Facsimile: ___________________

Email: ____________________                        Email: _______________________

Designated Notice Representative:                  Designated Notice Representative

__________________________                         _______________________




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Description: Service Provider and Broker Agreement document sample