HARDWARE AND PRODUCTS LEASE AGREEMENT
This Hardware and Products LEASE Agreement ("Agreement") is made this __ day of __________, 20__ ("Effective Date"), by and between BA Transport LLC USDOT 2271619 ("Purchaser") and Safety & Compliance Solutions LLC (“Seller”).
A. Seller is a reseller of hardware and software owned by Geotab, Inc. (“Geotab”) and in particular that certain hardware and computer programming and documentation utilized in the tracking and reporting of vehicle usage and fleet management ("Products").
B. Purchaser desires to utilize the services of Seller to lease the Products from Geotab, Inc. and to compensate Seller in accordance with the terms and conditions of this agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser, intending to be legally bound, hereby agree as follows:
1. END USER AGREEMENT.
Purchaser shall enter into a Geotab End User Agreement as agreed to between Purchaser and Geotab Inc.
2. DELIVERY OF PHYSICAL OBJECTS AND SOFTWARE.
Within fourteen (14) days after the effective date of this Agreement, Seller shall deliver to Purchaser as requested Geotab G09s the Geotab software commonly known as Geotab Drive on these Geotab G09s.
Initials: ________ Date:_____________
3.1. Payment terms. In consideration for Seller's execution of this agreement and performance of the terms and conditions contained herein, Purchaser agrees to pay to Seller as follows:
A. Hardware Lease: On the Effective Date the sum of $___ per device activation fee. If installation of additional equipment is performed by seller, each device will cost an additional $_______ for installation.
B. Monthly Service Charge: On the fifteenth day of the month following the Effective Date and the fifteenth day of every month thereafter until termination of this Contract, Purchaser shall pay to Seller the monthly amount of $35/unit ProPlus Mode for active devices. Purchaser shall make monthly payments to Seller through monthly automatic withdrawals. Between the effective date and the fifteenth day of the following month, Purchaser shall pay a prorated amount of $1 per active device per day.
C. Promotional information: All vehicles activated for the first (3) three months from June 15, 2020- September 15, 2020 will be $25/ unit per month Pro Plus Mode for active devices, and $35 for the next twelve (12) months September 16, 2020- September 15, 2021.
4.1. The term of this Agreement shall be for one (1) year from the date hereof,
and shall automatically extend on a month to month basis thereafter. After one year, the lease may be terminated in writing by either party at least thirty (30) days prior to the termination.
4.2 This Agreement may be terminated be either party for 1) Breach of the End User Agreement between Purchaser and Geotab; or 2) Non-payment of any amount owed hereunder.
4.3 Early termination fee for all other reasons will be the amount due to fulfill the contract terms.
5. POSSESSION AND SURRENDER OF EQUIPMENT
5.1 Lessee shall be entitled to possession of the Equipment no later than the fourteenth day after the lease is signed. At the expiration of the Lease Term, Lessee shall surrender the Equipment to Lessor by delivering the Equipment to Lessor or Lessor’s agent within 15 days in good condition and working order, ordinary wear and tear excepted, as it was at the commencement of the Agreement.
5.2 DAMAGE AND LOSS In the event the Equipment is lost or damaged beyond repair, Lessee shall pay to Lessor the replacement cost of the Equipment, which is $225 per unit. In addition, the obligations of this Agreement shall continue in full force and effect through the Lease Term.
6. OWNERSHIP The Equipment is and shall remain the exclusive property of Lessor.
7. ASSIGNMENT Neither this Agreement nor Lessee’s rights hereunder are assignable except with Lessor’s prior, written consent.
8.1. Binding. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, together with their respective legal representatives, successors, and assigns.
8.2. Choice of Law. This agreement shall be governed by and construed in accordance with the laws of the United States and the State of Idaho, as applied to agreements entered into and to be performed entirely within Idaho between Idaho residents.
8.3. Entirety and Amendment. This Agreement and all exhibits hereto constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, any representations or communications. The terms of this Agreement may not be amended except by a writing executed by both parties.
WHEREAS, the parties have executed this agreement in counterparts, each of which shall be deemed an original, as of the Effective Date first written above.
Safety & Compliance Solutions LLC By: _______________________________________
___________________________________ By: ______________________________________
Signature Printed Name
Recurring Payment Authorization Form
You authorize regularly scheduled charges to your checking/savings account or credit card. You will be charged the amount indicated below each billing period. A receipt for each payment will be emailed to you and the charge will appear on your bank statement as an “ACH Debit.” You agree that no prior-notification will be provided unless the date or amount changes, in which case you will receive notice from us at least 10 days prior to the payment being collected.
Please complete the information below:
I ____________________________ authorize Safety & Compliance Solutions to charge my credit card
or bank account indicated below for $35 per active device on the 15th of each month for payment of my Hardware Agreement Contract.
Company Name ________________________________________________________________
Billing Address ______________________________ Phone# ________________
City, State, Zip _______________________________ Email ________________________
Checking/ Savings Account Credit Card
Name on Acct ____________________
Bank Name ____________________
Account Number ____________________
Bank Routing # ____________________
Bank City/State ____________________
Cardholder Name _________________________
Account Number _________________________
Exp. Date ____________
Security Code ____________
Safety & Compliance Solutions LLC is authorized to charge my account below for the purchase/activation of device/s as outlined in the Hardware and Products Acquisition Agreement. _______________
I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify Safety & Compliance Solutions LLC in writing of any changes in my account information or termination of this authorization at least 15 days prior to the next billing date. If the above noted payment dates fall on a weekend or holiday, I understand that the payments may be executed on the next business day. For ACH debits to my checking/savings account, I understand that because these are electronic transactions, these funds may be withdrawn from my account as soon as the above noted periodic transaction dates. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF) I understand that Safety & Compliance Solutions LLC may at its discretion attempt to process the charge again within 30 days, and agree to an additional $20 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I certify that I am an authorized user of this credit card/bank account and will not dispute these scheduled transactions with my bank or credit card company; so long as the transactions correspond to the terms indicated in this authorization form.