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BROKER/CO-BROKER INTERMODAL TRANSPORTATION AGREEMENT
THIS BROKER/CO-BROKER INTERMODAL TRANSPORTATION AGREEMENT (“Agreement”) is
made and intended to be effective this _____ day of __________, 20__ by and between
_________________________________, having offices at _______________________
_______________________________ (“Broker”) and Streamline, LLC, having offices at 222 S. 15th
Street Omaha, Nebraska 68102 (“Co-Broker”). Broker and Co-Broker are sometimes individually
referred to herein as a “Party” and together as the “Parties”.
RECITALS
A. WHEREAS Streamline is licensed as a property broker by the Federal Motor Carrier Safety
Administration (“FMCSA”) in Docket Number MC-602362. As a licensed broker, Streamline arranges
for intermodal freight transportation by rail and motor carrier. A copy of Streamline’s authority is
attached as Appendix A and a copy of Streamline’s Surety Bond agreement is attached as Appendix B;
and
B. WHEREAS Broker, to satisfy some of its transportation needs, desires to utilize the services of
Streamline to arrange for transportation of freight for Broker (or Broker’s customer (described herein as
“Shipper”)).
NOW THEREFORE, for and in consideration of the foregoing premises and the mutual agreements and
provisions set forth in this Agreement, Broker and Streamline, intending to be legally bound, agree as
follows:
AGREEMENT
1. Term: The term of this Agreement shall be for a one (1) year period, commencing on the date first
mentioned above, and shall automatically renew for successive one (1) year periods; provided, however,
that either Party may terminate this Agreement at any time on thirty (30) days written notice to the other
Party, with or without cause, or as otherwise provided in this Agreement.
2. Service: Streamline agrees to arrange for intermodal transportation by rail carriers and local
transportation by motor carriers (“Motor Carriers” and collectively with Rail Carriers, “Carriers” and each
a “Carrier”) of Shipper’s lading pursuant to the terms and conditions of this Agreement and in compliance
in all material respects with all federal, state and local laws and regulations relating to freight
transportation arranged under this Agreement. Streamline’s responsibility under this Agreement shall be
limited to arranging for, but not actually performing, transportation of Shipper’s lading.
3. Freight Carriage: When Streamline arranges for transportation with a Motor Carrier, Streamline
warrants in each instance (1) Motor Carrier is properly registered with the FMCSA as a motor contract
carrier, (2) Motor Carrier has procured and maintained insurance coverage with a minimum $100,000 of
cargo insurance, (3) Motor Carrier does not have a “conditional” or “unsatisfactory” FMCSA safety
rating, and (4) Streamline has a valid contract with the Carrier embracing all usual terms and conditions
applicable for such a contract, including, but not limited, to a provision or provisions providing that in the
transportation of goods brokered by Streamline, Motor Carrier shall assume liability for the actual loss or
damage to the Shipper’s goods from the time of receipt by Motor Carrier until proper delivery has been
made.
4. No Exclusivity: There is no commitment to ship a minimum volume of freight contemplated by
Broker under terms of this Agreement. Broker is not restricted from tendering cargo to other brokers, or
directly to motor or rail carriers. Streamline is not restricted from arranging transportation for other
brokers, persons or entities.
5. Receipts and Bills of Lading: If requested by Broker, Streamline will provide Broker with proof of
acceptance and delivery of such loads in the form of a signed Bill of Lading and/or Proof of Delivery, as
specified by Broker, in electronic form. Shipper’s insertion of Broker’s name on the bill of lading shall
be for Shipper’s convenience only and shall not change Broker’s status as a property broker.
6. Payments For Services: Broker warrants that it is authorized to invoice freight charges to Shipper,
consignee, or third parties responsible for payment. Streamline shall invoice Broker for Streamline’s
services in accordance with the rates, charges and provisions that are mutually agreed to between the
Parties. Streamline shall not seek to collect transportation charges from Shipper or any other party
involved with the shipment.
The Parties agree that Broker is the sole party responsible for payment of Streamline’s charges. Failure of
Broker to collect payment from the Shipper shall not exonerate Broker of its obligation to pay Streamline.
Broker agrees to pay Streamline’s invoice within fifteen (15) business days of receipt of the bill of lading
or proof of delivery, provided Streamline is not in default under the terms of this Agreement. If Broker
has not paid or disputed Streamline’s invoice as agreed and Streamline has complied with the terms of
this Agreement, Streamline may seek payment from the Shipper or other party responsible for payment
after giving Broker ten (10) business days advance written notice.
Streamline shall not seek payment from Shipper if Shipper can prove payment to Broker. Any other
disputes are subject to the terms of Item 18, which provides in part that prevailing parties are entitled to
recovery of costs, expenses and reasonable attorney fees.
7. Shippers/Broker Obligations:
A. Loading: Unless Shipper or Broker has requested Streamline to arrange for the Motor Carrier to
provide loading services before dispatch, Shipper will be responsible for ensuring that cargo is
properly and safely loaded and securely sealed.
B. Shipping Instructions: Shipper or Broker will provide necessary shipping instructions and will
properly identify all cargo in the bill of lading or other shipping instructions provided to Streamline.
8. Cargo Liability of Streamline: It is understood and agreed that Streamline is not a carrier or freight
forwarder, and Streamline shall not be held liable for loss, damage or delay in the transportation of
Shipper's cargo unless caused by Streamline’s negligent acts or omissions in the performance of this
Agreement or by Streamline’s breach of the terms of this Agreement Streamline agrees to assist Broker
or Shipper in the filing and/or processing of claims with the applicable Carriers. Broker and/or Shipper
shall assist Streamline in the handling of claims by providing notice of the claim and all relevant
documentation to Streamline in time sufficient to allow Streamline to adequately present such claims
within the time limits required by law or contract.
9. Disclaimer of Liability for Certain Types of Damages: In no event shall Streamline be liable to
Shipper or anyone else for indirect, special, incidental, or consequential damages that relate to loss,
damage or delay to a shipment, unless Shipper or Broker has informed Streamline in written or electronic
form, prior to or when tendering a shipment to Streamline, of the potential nature, type and approximate
value of such damages, and Streamline specifically agrees in written or electronic form to accept
responsibility for such damages.
10. Insurance: Streamline agrees to procure and maintain at its own expense, at all times during the term
of this Agreement, the following minimum insurance coverage amounts:
A. Comprehensive liability insurance (including contractual liability): $1,000,000
B. Contingent Cargo Insurance $250,000
If requested, Streamline shall submit to Broker a certificate of insurance as evidence of such coverage and
which names Broker as “Certificate Holder”.
11. Surety Bond: Streamline shall maintain a surety bond or trust fund agreement as required by the
FMCSA in the amount of $10,000 and furnish Broker with proof of same upon written request.
12. Indemnification: Each party shall defend, indemnify, and hold the other harmless from and against all
loss, liability, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of or
in any way related to the acts or omissions of the party, its agents, contractors, or employees under this
Agreement, including but not limited to any breach of the warranties set forth in Item 3 above. If Broker
provides contingent cargo coverage, and if a cargo loss, damage, or delay claim, or any portion is
excluded from such coverage for any reason, Streamline shall defend, indemnify, and hold Broker
harmless with respect to any excluded amount.
13. Relationship: The relationship of Broker and Streamline is, and shall at all times remain, that of an
independent contractor, each to the other.
14. Re-brokering: Streamline shall not utilize the services of any other rail intermodal broker ("Re-
Broker") to arrange for the transportation services contemplated herein without Broker or Shipper’s prior
consent.
15. Agreement: This Agreement is the entire agreement between the parties, superceding all earlier
agreements. It cannot be altered or amended except in a writing signed by both of them. It may not be
assigned or transferred in whole or in part. If the operation of any part of this Agreement results in a
violation of any law, such part shall be severed and the Agreement’s remaining provisions shall continue
in full force and effect.
16. Back Solicitation: Streamline agrees to refrain from solicitation of Broker accounts and to refrain
from handling any direct freight movement by door-to-door Intermodal rail transportation which had
previously been handled under this agreement, for a period of 12 months from the date of expiration or
termination of this Agreement.
17. Notices. All notices provided or required by this Agreement, shall be made in writing and delivered,
return receipt requested, or via overnight courier, to the addresses shown herein with postage prepaid; or
by confirmed (electronically acknowledged on paper) fax. The Parties shall promptly notify each other of
any claim that is asserted against either of them by anyone arising out of the Parties performance of this
Agreement.
TO: STREAMLINE LLC. TO: BROKER:
Name: Mrs. Kari Kirchhoefer Name: ________________________
Title: AVP Title: __________________________
Streamline LLC Broker:_________________________
Address 222 South 15th Street, Ste 402-S Address: _______________________
City/State/Zip: Omaha, Ne 68102 City/State/Zip: ___________________
Phone No: 402-501-4102 Phone No: ______________________
Fax No: 402-271-4180 Fax No: ________________________
E-Mail: KAKIRCHH@UP.COM E-Mail: ________________________
18. Disputes: In the event of a dispute arising out of this Agreement, including but not limited to
Federal or State statutory claims, the Party's sole recourse (except as provided below) shall be to
arbitration. Proceedings shall be conducted under the rules of the American Arbitration Association
(AAA). Arbitration proceedings shall be started within twelve (12) months from the date of delivery or
scheduled date of delivery of the freight, whichever is later. Upon agreement of the Parties, arbitration
proceedings may be conducted outside of the administrative control of the AAA. The decision of the
arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any
court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and
reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further
legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be conducted at the
office of the AAA nearest Omaha, Nebraska or such other place as mutually agreed upon in writing or
directed by the acting arbitration association.
19. Confidentiality. In addition to Confidential Information protected by law, statutory or otherwise, the
Parties agree that all of their financial information and that of their Shippers, including but not limited to
freight and brokerage rates, amounts received for brokerage services, amounts of freight charges
collected, freight volume requirements, as well as personal customer information, customer shipping or
other logistics requirements shared or learned between the Parties and their customers, shall be treated as
Confidential, and shall not be disclosed or used for any reason without prior written consent.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their
respective names by their fully-authorized representatives as of the dates first above written.
_____________________________ STREAMLINE LLC (Broker)
By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: __________________________ Title: __________________________
Date: __________________________ Date: __________________________
Dear Valued Customer: Thank you for choosing Streamline as your intermodal service partner. In order to facilitate this partnership,
we are sending the attached credit agreement for your approval and extending an initial line of credit to allow
you to tender new business. In lieu of submitting financial information Streamline offers a favorable line of credit for partners who pay
via ACH debit when an invoice reaches credit terms. ACH debit is an easy and dependable method of
payment. ACH debit allows our bank and your bank to exchange funds electronically according to a
schedule agreeable to both partners. For your company to participate in the ACH debit program please fill out
the authorization agreement and return with your signed credit agreement.
This agreement also ensures that Streamline has the correct information on file for your company. Without a
signed agreement, we cannot extend credit beyond the initial level. Please return the signed application and executed attachments to Streamline's Finance Group via fax, (402)
271-3317, or via e-mail, StreamlineFinance@UP.com within one week of tendering your first load. Thank
you for your business.
Streamline 222 S 15TH ST STE 402S Omaha, NE 68102 (800)262-2549 x 3 fax (402)271-3317
Dear Valued Customer: Thank you for choosing Streamline as your intermodal service partner. In order to facilitate this partnership, we are
sending the attached credit agreement for your approval and extending an initial line of credit to allow you to tender new
business. In lieu of submitting financial information Streamline offers a favorable line of credit for partners who pay via ACH debit
when an invoice reaches credit terms. ACH debit is an easy and dependable method of payment. ACH debit allows our
bank and your bank to exchange funds electronically according to a schedule agreeable to both partners. For your
company to participate in the ACH debit program please fill out the authorization agreement and return with your signed
credit agreement.
This agreement also ensures that Streamline has the correct information on file for your company. Without a signed
agreement, we cannot extend credit beyond the initial level. Please return the signed application and executed attachments to Streamline's Finance Group via fax, (402) 271-3317, or
via e-mail, StreamlineFinance@UP.com within one week of tendering your first load. Thank you for your business. Respectfully, Streamline - Finance
Streamline 222 S 15TH ST STE 402S Omaha, NE 68102 (800)262-2549 x 3 fax (402)271-3317
STREAMLINE
APPLICATION AND CREDIT AGREEMENT
Customer Requesting Credit (Use Complete Legal Name) Telephone Number
Headquarters Address (For Notice Purposes)
Billing Address If Different From Above City State Zip
Name And Title Of Principal Officer, Partner, Or Proprietor
Name And Title Of Contact Concerning Credit Issues Telephone E-Mail Address
Bank Reference - Include City, State, Zip, Telephone, Name Of Contact
Duns Number Of Customer
Duns Number Of Parent Primary Commodity To Be Shipped
Type Or Nature Of Business State Of Incorporation Date Customer Established
( ) Corporation ( ) Partnership ( ) Proprietorship ( ) Other
Credit Amount Expected Per Week
In submitting this application, Customer agrees to the following: To pay all undisputed charges billed by Streamline, LLC, hereinafter called “Streamline”, so that payment in full is received by
Streamline within 15 days of the invoice date. Streamline may at its discretion, suspend the Customer’s Credit, and either party may cancel this Credit Agreement at any time
for any reason, upon notice to the other party. Notice may be written, electronic, or oral if confirmed in writing or electronically,
at the place of business noted herein. Customer represents that the information submitted (see attached financial form) by it is accurate and, upon periodic request, will
update such information and provide additional information and/or financial statements as Streamline may reasonably request.
All financial statements are strictly confidential. Failure to make timely payments to Streamline or its subsidiaries may result in the cancellation of any credit extended or/and the
application of finance charges. Streamline may assess a late payment finance charge on any freight transportation charges paid delinquently, at a rate of twelve
percent (12%) per year (or, to the extent the rate of such charge is not preempted by federal law and such rate exceeds the
maximum rate permitted by applicable law.) Payments shall be deemed delinquent when not made within the credit period. The
late payment finance charge shall be assessed for each day beyond the credit period that payment is made
This Credit Agreement supersedes any and all other expressed or implied contracts with regards to credit terms, and contains the
entire understanding of the parties, has been executed by their duly authorized officers, and may only be waived or modified by a
written amendment.
Accepted and Agreed
By
Streamline
Date
Print Name
Title
By
Customer
Date
Print Name
Title
Streamline 222 S 15th St Ste 402S, Omaha, NE 68102 Phone (402) 501-4104 Fax (402) 501-4149
AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS (ACH DEBITS)
Customer Name:
(“Customer”) hereby authorizes Streamline, LLC, hereinafter
called “Streamline,” to initiate debit entries to its
(select one) Checking Account Savings Account
indicated below at the depository financial institution named below, hereafter called “Depository,” and to
debit the same to such account. Customer acknowledges that the origination of ACH transactions to its
account must comply with the provisions of U.S. law.
Depository Name:
Branch:
City:
State: Zip:
Routing No.:
Account No.:
This authorization is to remain in full force and effect until Streamline has received written confirmation
from Customer of its termination in such time and in such manner as to afford Customer and Streamline a
reasonable opportunity to act on it.
BY:
NAME:
TITLE:
DATE:
ACH Debit Q&A
What is ACH?
ACH payments are an electronic method for transferring funds between financial institutions.
Unlike a check, an ACH transaction may be either a debt or credit. Clearing is provided
electronically rather than through the physical movement of checks or cash.
Why is Streamline moving to ACH debit?
Streamline is offering an ACH debit option to its customer as a convenience to enhance their
current ACH capabilities within the Account on the Web (AOW) system.
When will the ACH draws take place?
Initiation of ACH draws will take place on the due date for a given invoice. If the due date falls
on a day that is not a business day the initiation of the draw will happen on the next business day.
How will customers know the ACH has been scheduled?
Invoices will be moved to the scheduled tab in AOW two (2) business days prior to the ACH
draw.
How will the customer be able to obtain invoices and paperwork?
All invoices and paperwork will be posted to AOW. Customers will be notified when invoices
are posted to their account via e-mail.
Will Streamline withdrawal funds on invoices that are disputed?
Streamline will not withdrawal funds on disputed invoices. If the dispute is accepted a revised
invoice will be posted to the customer’s account and payment will be scheduled two day prior to
the ACH draw. If the dispute is rejected, the customer will be notified of the rejected dispute and
payment will be scheduled two days prior to the ACH draw.
Can customers choose not to participate in ACH debit?
New customers to Streamline must participate in the ACH debit program.
Late Payment Finance Charge Policy Q&A
Why is Streamline implementing a finance charge on invoices paid past credit terms? Rates are established on the basis that invoices will be paid within the agreed upon credit terms.
However, over the past several years, the percentage of invoices paid beyond these credit terms
has increased. The late payment finance charge is intended to encourage adherence to credit
terms.
When does Streamline’s new late payment policy go into effect? The new policy is effective for shipments tendered on or after September 1, 2009.
How is the finance charge calculated? The finance charge will be assessed after payment of an invoice at an annual rate of 12% or
0.0329% per day for each day the invoice was past due. The date an invoice is due is calculated
as invoice date plus credit terms. The days past due will be calculated as due date minus the date
funds were received by Streamline.
How are the due dates for freight bills determined? The due date for an invoice is calculated from the date the invoice is issued.
Will customers receive only one finance charge bill per month? Yes. A summary invoice for the total late payment finance charges for all invoices paid outside
of credit terms will be issued each month. Along with the summary, we will also include the line
item detail for each invoice paid beyond credit terms.
What day of the month will the finance charge bill be issued? A late payment finance charge invoice will be issued by the 10th of the month. The invoice will
cover all freight bills paid late during the prior month.
If a customer uses a third party to pay freight bills, will they still be subject to a finance
charge? Yes. The decision by a customer to use a third party does not eliminate the requirement for the
payment to be made within the credit terms. The customer will be responsible for any finance
charges that accrue due to the failure of the third party to process payments within Streamline
credit terms.
If a customer pays their bill through an electronic payment method, will they be subject to
finance charges? Yes. Regardless of payment method, all payments made beyond credit terms are subject to the
late payment finance charge.
How do I dispute a freight bill? Claims and disputes should be made through the Account on the Web
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