Agreement Between Awardee and Forwarder

                                                                 Agreement Between                                                              Awardee and Forwarder This Agreement, made and entered effective as of the ____ day of ______________ 20__, by and between _____________________________________________________ (hereinafter “Awardee"), with headquarters at ______________________________and ____________________________ (hereinafter "Forwarder"), with headquarters at _______________________, supersedes any previous agreements between the parties unless otherwise stated herein.Whereas, Awardee is participating in the U.S. Government funded export food aid programs through the United States Department of Agriculture ("USDA") covering agricultural commodities to be donated to Awardee and shipped overseas; andWhereas, Forwarder wishes to perform certain shipping-related services on behalf of Awardee in connection with said USDA agreement(s); andWhereas, Awardee wishes to have Forwarder perform certain shipping related services on their behalf under the said USDA agreement(s),Now therefore, in consideration of the mutual promises and conditions herein contained, the parties do hereby agree as follows:Awardee hereby provides Power of Attorney to Forwarder and Forwarder’s authorized representatives and sub-contractors, to act on their behalf, and Forwarder agrees to act on behalf of Awardee, to issue, and sign where appropriate:  freight tenders, vessel charter parties and ocean booking contracts, ocean bills of lading, delivery orders, electronic export information transmissions, donation certificates, certificates of origin, invoices, pro-forma invoices, USDA prescribed forms, and other relevant and necessary documents for the shipment and export clearance of the commodities covered by the aforesaid agreements.Forwarder will submit to Awardee for approval, as requested, such freight tenders, vessel charter parties, ocean booking contracts, commodity requests, and other documents that are to be issued on behalf of Awardee.Forwarder will coordinate with USDA and their commodity suppliers on the procurement and shipment schedules, and otherwise act in the best interests of Awardee in all such arrangements.Forwarder will arrange and coordinate with all parties for necessary commodity inspections and certifications; necessary health and sanitary certificates; fumigation; or other special requirements enumerated in the program agreements, related to shipment of the commodities and documents required for shipment or clearance.Forwarder will promptly dispatch all documentation to Awardee or their designee at the port(s) of discharge or final delivery point, or as otherwise directed by Awardee.Forwarder will perform all duties in compliance with all U.S. Government regulations, including but not limited to, 7 CFR Parts 1499 and 1599, and within the limitations of the shipping agent commission maximum levels as prescribed.Forwarder will render these services without fee to Awardee and will be compensated solely by the freight commissions allowed and payable under the afore-mentioned regulations. Notwithstanding the foregoing, if Awardee requests special services, such as samples or laboratory analysis, or must provide documentation to the authorities of the importing country for which a fee must be paid to obtain, Awardee agrees to reimburse Forwarder for funds advanced by Forwarder on behalf of Awardee, all such expenses to be approved by Awardee in  advance.If requested by Awardee, Forwarder agrees to contract for vessel discharge and delivery surveys on behalf of Awardee as prescribed by the USDA program agreement(s) and relevant regulations. Accordingly, Awardee grants authority to Forwarder to solicit bids and execute the necessary survey contract(s) and any related documentation on their behalf, and Forwarder will be entitled to one-half of any administrative fees or other compensation for arranging such surveys that the Cooperating Sponsor is allowed according to the regulations or program agreement, if any. Further, Awardee agrees to either (a) pay all survey fees and related charges directly to the surveyors, or (b) promptly execute any necessary paperwork or other authorizations instructing CCC to remit all proceeds directly to Forwarder so that Forwarder can pay the surveyors. As necessary, Awardee agrees to intervene with their partners, receivers, sub-contractors, or with the USDA in order to facilitate the smooth coordination of surveys and reimbursement of related expenses.Awardee authorizes Forwarder to issue and sign on behalf of Awardee any assignment of claims rights to the USDA, as requested by the USDA in order to allow the USDA to file, negotiate, or settle claims, or pursue legal remedies or other actions against carriers, terminals, and other parties for losses incurred during transportation or handling of food commodities donated to Awardee by USDA. This authority shall include assignment of rights for losses incurred before, during, or after loading aboard a vessel, as necessary, as well as rights and responsibilities for General Average or marine salvage.Requests for the procurement of commodities by USDA on behalf of Awardee must be made via the USDA’s online order processing system known as WBSCM (Web-Based Supply Chain Management).  Forwarder agrees to enter and otherwise process these commodity requests on behalf of Awardee if so desired by Awardee, but will not process such commodity requests for approval without Awardee’s written authorization. Additionally, Forwarder is authorized to enter shipment data in WBSCM as required by USDA for updating records and processing freight payments. In order for Forwarder to perform these functions, Awardee must assign certain user roles and rights to Forwarder in WBSCM.Both Awardee and Forwarder acknowledge that this Agreement is subject to any revisions, amendments, or clarifications required by USDA or other governing United States Authorities.  Furthermore, both Awardee and Forwarder acknowledge that copies of this Agreement may be provided to such Authorities but the parties otherwise agree to treat this Agreement as confidential between the parties.Both Awardee and Forwarder agree that any new or revised U.S. government regulations governing these programs will be deemed to be included as part of this agreement and, where appropriate, will supersede specific terms of this agreement.  The parties further agree that this agreement will be formally modified to reflect such regulatory changes when necessary to comply with U.S. regulations or otherwise satisfy the policies and requirements of USDA.  This agreement will remain in effect until terminated by either party upon ninety (90) days written notice.In witness whereof, the parties have duly executed this Agreement as of the date and year first written above.Awardee Forwarder     By:  By:     Download Agreement Between Awardee  and Forwarder