Attachment_7_-_Prime_Vendor_Carrier_Agreement.pdf

RDC-6

Attachment 7

PRIME VENDOR/RDC CARRIER AGREEMENT

WHEREAS, components of the Defense Logistics Agency (DLA) have entered into contracts with various suppliers and distributors under a “Prime Vendor” (PV) program to supply various commodities to U.S. Government agencies and under this program the PVs retain title to such commodities until final delivery;

WHEREAS, DLA’s PV contracts permit components of DLA to order transportation services from commercial carriers under a contract with the United States Transportation Command (USTRANSCOM) known as the Regional

Services Contract (RDC);

WHEREAS, RDC carriers transport PV commodities and return them to PVs at a different location prior to delivery of same by the PV to U.S. Government agencies;

WHEREAS, past experience has demonstrated that PVs and carriers may disagree about claims procedures and claims dispute resolution procedures related to Prime Vendor cargo, including Prime Vendor claims against a RDC

Contractor for loss/damage to Prime Vendor cargo; RDC Contractor claims against a Prime Vendor for loss/damage to RDC Contractor equipment; RDC Contractor claims against a Prime Vendor for detention of RDC Contractor equipment; RDC Contractor claims against a Prime Vendor for port storage charges (e.g. while cargo delayed through fault of Prime Vendor or request of Prime Vendor); RDC Contractor claims against a Prime Vendor for trucker wait time (e.g. while cargo delayed through fault of Prime Vendor or request of Prime Vendor); RDC

Contractor claims against a Prime Vendor for reefer maintenance (e.g. while reefer in custody of Prime Vendor, or cargo delayed through fault of Prime Vendor or request of Prime Vendor); and claims between the Prime Vendor and RDC Contractor for services not ordered by the Government;

WHEREAS,

has been awarded contract number

(hereinafter referred to as The Prime Vendor) by for the supply of PV cargo;

WHEREAS, one or more carriers under the RDC may serve the geographical area covered by said contract and transport PV commodities intended for performance of said contract;

NOW, THEREFORE, in consideration of the mutual promises herein and for the purpose of facilitating minimum standards for the processing of claims and the resolution of disputes between The Prime Vendor and applicable RDC carriers, The Prime Vendor and any RDC carrier accepting the terms of this Agreement (hereinafter referred to as Accepting RDC Carrier) agree as follows:

1. The Prime Vendor will submit directly to the Accepting RDC Carrier (not to DLA or USTRANSCOM) for resolution any discrepancy report or notice of claim for loss/damage to PV cargo, for services not ordered by DLA/USTRANSCOM, or for ending container detention charges or other matters. The

Accepting RDC Carrier shall accept such report/notice and both parties agree to communicate with each other regarding the processing of claims. The parties may (but are not required to) supplement this minimum level of agreement with additional or more specific terms and conditions consistent with this Agreement and

Attachment 8 of the PWS of the RDC contract.

2. The Accepting RDC Carrier will submit to the Prime Vendor (not to DLA or USTRANSCOM) for resolution any notice of claim for equipment loss/damage, container detention, maintenance of refrigerated containers, port storage, services not ordered by DLA/USTRANSCOM, procedures for ending container detention charges, or other matters. The Prime Vendor shall accept such notice of claims and both parties agree to communicate with each other regarding the processing of claims. The parties may (but are not required to) supplement this minimum level of agreement with additional or more specific terms and conditions consistent with this Agreement and Attachment 8 of the PWS in the

RDC contract.

3. When the claims process does not lead to resolution of the claim, the parties agree to initiate some form of dispute resolution process (which could include direct negotiation, alternative dispute resolution, RDC-6

Attachment 7 court action, etc.) that does not involve the U.S. Government (including LA/USTRANSCOM.) The parties may (but are not required to) supplement this minimum level of agreement with additional or more specific terms and conditions consistent with this Agreement and Attachment 8 of the PWS in the RDC contract.

4. The Prime Vendor and the Accepting RDC Carrier will notify their respective Contracting Officers of any refusal to communicate regarding the processing of a claim and of any failure to attempt to resolve a dispute.

5. The Prime Vendor and the Accepting RDC Carrier acknowledge that the terms of their contracts with the U.S. Government (DLA and USTRANSCOM respectively) generally preclude liability of the Government for the following: Prime Vendor claims against a RDC Contractor for loss/damage to Prime Vendor cargo; RDC

Contractor claims against a Prime Vendor for loss/damage to RDC Contractor equipment; RDC Contractor claims against a Prime Vendor for detention of RDC Contractor equipment; RDC Contractor claims against a

Prime Vendor for port storage charges (e.g. while cargo delayed through fault of Prime Vendor or request of

Prime Vendor); RDC Contractor claims against a Prime Vendor for trucker wait time (e.g. while cargo delayed through fault of Prime Vendor or request of Prime Vendor); RDC Contractor claims against a Prime Vendor for reefer maintenance (e.g. while reefer in custody of Prime Vendor, or cargo delayed through fault of Prime

Vendor or request of Prime Vendor); and claims between the Prime Vendor and RDC Contractor for services not ordered by the Government.

6. The parties acknowledge that the terms of the RDC contract are applicable to this Agreement and incorporate by reference into this Agreement the RDC contract in force at the time PV cargo is booked.

For example, the standard of liability of an Accepting RDC Carrier for loss/damage to PV cargo is the same as the standard of liability of a RDC carrier for loss/damage to government-owned cargo under

RDC. Similarly, the compensation due an Accepting RDC Carrier for damage to its equipment, detention of its containers, port storage of its equipment, and maintenance of its refrigerated containers is the same as the compensation due to a RDC Carrier for such matters under RDC. Section 1.6 of

Attachment 8 to the RDC contract describes specific provisions of the RDC contract that are modified to acknowledge that the transportation described herein involves PV cargo, not government-owned cargo;

that RDC carriers deliver cargo back to the PV, not to the Government; and that the real parties in interest for PV cargo movements are generally the PV and the RDC carrier, not the Government.

XXXXXXXX XXXXXXXXX, INC.

“The Prime Vendor

By:

Title:

Date:

The undersigned, an authorized representative of YYYYYYYYYYYYYY YYYYYYYYY, INC., hereby accepts and agrees to the terms and provisions above of this Agreement.

YYYYYYYYYYYYYYYYYY YYYYYYYY, INC.

“Accepting RDC Carrier”

By:

Title:

Date:

SUPPLEMENTAL TERMS AND CONDITIONS

(If the parties agree to supplement this minimum level of agreement with additional or more specific terms and conditions consistent with this Agreement and Attachment 8 of the PWS in the RDC contract, the parties may record their supplemental agreement below OR may record it elsewhere.)