RETAIL LEASE SERVICE PLAN AGREEMENT
PASSENGER CARS AND LIGHT TRUCKS
Agreement executed April 3, 1987 by and between General Motors
Acceptance Corporation ("GMAC") and Major Fleet and Leasing Corp. ("Lessor").
WITNESSETH:
WHEREAS, GMAC will from time to time grant permission to Lessor to
lease to third persons motor vehicles in which GMAC has a security interest
and Lessor desires to obtain the services of GMAC in respect of Lessor's
leasing operation; and
WHEREAS, GMAC is willing to extend the services under the terms and
conditions set forth below;
NOW, THEREFORE, it is agreed that:
A. Scope of Agreement
This Agreement applies to the billing and collection by GMAC of
certain rentals payable under leases (acceptable to GMAC) of motor vehicles,
consisting of eligible passenger cars and light trucks having a gross vehicle
weight of less than 15,000 pounds, in which GMAC has a security interest
pursuant to a Security Agreement in a form acceptable to GMAC.
B. Procedure
Credit investigation - Lessor shall furnish to GMAC the name and
address of each prospective Lessee whose rental payments Lessor desires to be
administered under this Agreement, together with any further information GMAC
may reasonably request to enable it to investigate the credit standing of
Lessee. Upon receipt of the information, GMAC shall conduct a credit
investigation and notify Lessor whether it will administer Lessee's rentals
under this Agreement.
Documentation - Upon notification by GMAC that it will administer the
rentals, Lessor shall furnish GMAC with:
(1) An executed Security Agreement in the form provided by GMAC
covering the motor vehicles leased; and
(2) An executed copy of the completed Non Maintenance Lease Agreement
in the form provided by GMAC together with any attachments; or
(3) When the Non Maintenance Lease Agreement is not used, an executed
copy of the completed lease agreement, including any attachments, together
with an executed Acknowledgment of Notice of Assignment in the form provided
by GMAC.
GMAC Services
GMAC agrees to:
1. Investigate the credit standing of each prospective Lessee
designated by the Lessor;
2. Xxxx each Lessee, whose rentals are administered under this
Agreement, in advance for each monthly rental, except for the monthly rental
for the first month of the lease term which will be collected by the Lessor
upon delivery of the vehicle;
3. Collect rentals and follow any Lessee in default for payment of
past due rentals;
4. Notify Lessor of each Lessee in arrears in excess of 45 days;
5. Apply collected rentals, less monthly service charges, to Lessor's
obligations to GMAC under the Security Agreement and remit monthly to the
Lessor any excess as may be applicable to sales taxes and/or insurance
premiums.
6. Repossess a leased motor vehicle, in its own or Lessor's behalf,
if, in the opinion of GMAC, repossession is necessary or desirable by reason
of the Lessee's default under the lease;
7. Return any leased motor vehicle to Lessor within 90 days after
default in payment of the oldest rental payment remaining unpaid on the date
the vehicle is returned to Lessor, provided, however, that GMAC will not be
responsible to repossess and return any leased motor vehicle if it is unable
to repossess the vehicle because of (a) Lessor's failure to have obtained a
proper certificate of title when required by state law, or (b) an alleged
breach by Lessor under its lease with the Lessee. In the event GMAC is unable
to repossess because of any legal proceedings (bankruptcy, receivership,
replevin, or other litigation) the running of the time period shall be
suspended during such period, and
8. In the event of repossession to reduce the Lessor's responsibility
under Provision D for the unpaid balance under the Security Agreement governing
any leased motor vehicle covered by deductible physical damage insurance, where
physical damage in excess of the deductible is incurred prior to repossession,
to the extent of one deductible not to exceed $250 for collision insurance and
$100 for comprehensive insurance.
X. Xxxxxx'x Agreements
Lessor understands and agrees that:
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1. Lessor will forward to the appropriate governmental authorities
promptly when due the sales taxes, if any, remitted to Lessor monthly by GMAC
under Provision C(5) above.
2. Lessor shall pay to GMAC am service charge with respect to each
lease administered hereunder, which fee shall be deducted monthly from the
applicable Lessee's payment prior to application of the surplus thereof as set
forth in Provision C(5). The monthly service charge with respect to each lease
shall be that in effect at the time the lease is accepted for administration
by GMAC and shall not vary during the term of the lease. GMAC shall quote the
fee applicable to new leases from time to time and on request.
3. Lessor shall indemnify GMAC against and hold it harmless from any
and all loss, liability, damages, costs and counsel fees in any way arising
out of any claim or action by I a lessee or other party relating to a breach
or alleged breach by Lessor under a lease covering a vehicle in which ' GMAC
has or had a security interest.
4. GMAC's assumption of responsibility pursuant to Provisions C(6),
C(7) and C(8) is conditioned on the following:
a. That liability insurance coverage acceptable to GMAC with
minimum limits of $100,000/$300,000 for bodily injury and
$25,000 for property damage is provided under the lease
and maintained during the term thereof.
b. That physical damage insurance, acceptable to GMAC and
protecting its interest against the hazards of fire,
theft, and collision, is provided under the lease and
maintained during the term thereof.
c. That the Lessee was of legal age at the time the lease
was executed.
d. That the leased motor vehicle is accurately identified in
the lease.
e. That the security deposit, if any, obtained from the
Lessee under the lease is exactly as specified therein.'
f. That the leased motor vehicle will be used exclusively by
the Lessee or in his own business and not for hire.
g. That all disclosures required by law were made to the
Lessee prior to execution of the lease.
5. Lessor shall pay to GMAC the unpaid balance due under the
applicable Security Agreement promptly upon the earliest of:
a. The 30th day following termination of the lease term
(including extensions thereof approved by GMAC); or
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b. the 30th day after Lessor obtains possession of the
vehicle for any reason unless the vehicle has been placed
in lease with another Lessee approved by GMAC; or
c. the 30th day after loss of the vehicle by theft or
similar cause if the vehicle is not recovered prior
thereto; or
d. the 30th day after the vehicle is destroyed or so damaged
as to be rendered unsuitable for repair and further
rental; or
e. the sale of the vehicle; or
f. otherwise in accordance with the terms of the Security
Agreement.
E. Payment in Full of Security Agreement
GMAC's assumption of responsibility under this Agreement will
terminate with respect to any leased motor vehicle upon payment in full of
Security Agreement covering said vehicle, in which event GMAC shall reassign
to Lessor its right to any rentals thereof.
F. Substitution for Prior Agreement
This Agreement shall terminate any Retail Lease Service Plan
Agreement for passenger cars and light trucks presently in effect between GMAC
and Lessor, provided that the rights and responsibilities of GMAC and Lessor
under said Retail Lease Service Plan Agreement for passenger cars and light
trucks with respect to rentals being administered thereunder on the date of
this Agreement shall not be affected.
G. Duration of Agreement
This Agreement shall terminate 5 days after receipt by either party
of written notice of termination. Termination shall not affect the rights and
responsibilities of GMAC and Lessor with respect to rentals being administered
under this Agreement at the effective termination date.
MAJOR FLEET & LEASING CORP.
GENERAL MOTORS ACCEPTANCE CORPORATION 0000 XXXXXXXX XXXX.
XXXXXX, XX 00000
EAB PLAZA - WEST TOWER By: /s/ Xxxxx Xxxxxxx
XXXXXXXXX, XX 00000 Xxxxx Xxxxxxx, President
By: /s/ X.X. Xxxxx
X.X. Xxxxx, ASST. Secretary
Notarized by: /s/ Xxxxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, Notary Public
State of New York, No. 41-0463650-
Queens County
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SCHEDULE II
TO
RESELLER AGREEMENT
RESELLER DISCOUNT SCHEDULE
I. Reseller Forecast; Initial Forecast; Discounts
A) Reseller's business plan and Product purchase from is
attached hereto as Attachment A. In accordance therewith,
Reseller forecasts that in the Initial Term, Reseller shall
purchase and take delivery of that quantity of Products,
whose aggregate list price shall be no less than $3,000,000.
B) In consideration of such forecast, all hardware Products on
Purchase Orders placed by Reseller during the initial Term
shall be discounted at a discount percentage of 40%. Programs
and services are not entitled to any discount unless
specifically noted as being eligible therefor on Summa Four's
then current price list.
C) Should this Agreement be extended either monthly or for
additional terms after the Initial Term, the discount
percentage which shall be applied to Hardware Products an all
subsequent Reseller Purchase Orders accepted by Summa Four
shall be that then current discount which Summa Four grants
to other Reseller's which is associated with the actual level
of Aggregate List Price Dollar purchases of Products shipped
to Reseller in the preceding Term. Summa Four's current
Discount Schedule is detailed below.
II. Discount schedule
Aggregate Dollar Volume
of Reseller Purchases In Discount Percentage
Preceding Year On Hardware Purchases
(in $thousands)
------------------------- ---------------------
LESS than $100 0%
$100-500 25%
$500-1500 30%
$1500-3000 35%
$3000+ 40%
ADDENDUM A
RESELLER SUPPORT OBLIGATIONS
1.0 RESELLER RESPONSBILITIES
RESELLER will be the primary customer contact point for questions, problems
and assistance concerning the Products whether or not Products are under
warranty or extended support from Summa Four. RESELLER shall provide support
Services to its customers for the Products which shall include but not
necessarily be limited to the following:
a) telephone Customer response line to respond to questions regarding
installation and use of the Products;
b) telephone customer response line to respond to customer's suspected
code defects and documentation error regarding installation and
operation of the Products;
c) Product maintenance through Maintenance Modifications to customers;
d) RESELLER personnel are Summa Four support trained:
e) Have available an adequate supply of recommended spare parts;
f) RESELLER to contact Summa Four Technical Support and obtain the
appropriate Return Authorization (RA) prior to returning defective
components, and
g) RESELLER will provide general technical assistance and levels 1& 2
support as set in Section 3.1 and 3.2 below.
2.0 SUMMA FOUR RESPONSIBILITIES
Summa Four will provide Level 3 and general technical assistance as set forth
In Article 3.3, below.
3.0 WORK SPECIFICATIONS
3.1 RESELLER's customers will initiate requests for support by
contacting RESELLER directly. The RESELLER representative
will contact the request originator and initiate remedial
action on the problem. RESELLER will perform the following
Level I and Level 2 support responsibilities:
Level I support is defined as a problem which is completely
disabling a previously working service or one which is
preventing Reseller's customer from using a service. Level I
support includes, but is not limited to:
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a) create the Problem Description (PD);
b) call the customer and obtain a description of the problem
and verify its severity;
c) search the RESELLER data base for known problems,
d) provide available resolution if known problem;
e) recommend local RESELLER assistance as required;
f) it no resolution, pass PD to Level 2; and update PD,
documenting Level I actions;
Level 2 support Is defined as a problem which is imputing a
Reseller customer's ability to provide a stable service, or
which is preventing the launch of a new service for which
there is no viable workaround. Second level support includes,
but is not limited to:
a) receive the PD from Level 1;
b) analyze the problem symptoms and gather additional data
from customer as required;
c) search the RESELLER database for known problems;
d) provide available resolution if known problem;
e) recommend local RESELLER assistance as required;
f) recreate problem on RESELLER Test System, if possible or
at customer site via remote access;
g) determine if error is due to improper installation of the
Products by the customer;
h) determine if suspected error is due to peripheral or
other 3rd party equipment or software at the customer
location or as part of the integrated system;
i) ttempt bypass at circumvention for high impact problems,
i.e., Severity I and 2;
j) if no resolution and problem appears to be a newly
discovered code or documentation error, create Escalated
Problem Description (EPD) record,
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k) if suspected error appears to be in a Licensed
Program(s), notify Summa Four of the EPD providing
problem description and supporting documentation and
materials.
l) at Summa Four's request, RESELLER will assist in
obtaining additional information or materials from
customer to support EPD, problem Source Identification
and problem resolution;
m) update EPD documenting Level 2 actions; and
n) RESELLER will provide detailed product and problem
information to Summa Four as a prerequisite to invoking
Level 3 Support. Such information should include, but not
limited to, system serial number, location, problem
description and print out of error log, updated EPD and a
list describing what RESELLER attempts were made to fix
problem.
3.3 Summa Four will perform the following Xxxxx 0 support
responsibilities to the extent such Products are under
warranty to RESELLER or covered under an extended support
Agreement with RESELLER.
Level 3 support is defined as a problem which is affecting
(but not preventing) the customer's ability to operate or
support their network and which may be addressed by Summa
Four in a subsequent Program maintenance release, Typically a
functional or configuration matter that can be worked-around
Level 3 support includes but may not be limited to:
a) receive the EPD from RESELLER, supporting documentation
and materials and issue a call ticket number, 30 minute
telephone response time on a 7 day by 24 hours to
emergency calls. The Summa Four support center is staffed
8am to 5pm, Monday through Friday Eastern Time for all
other call requests;
b) analyze the problem symptoms and diagnose the suspected
error;
c) notify RESELLER Level 2 Support if additional information
materials or documentation is required;
d) attempt to recreate the problem on Test System, if
required;
e) assist RESELLER In attempting to develop a workaround or
circumvention for high impact problems e.g., Severity 1
and 2;
f) determine if maintenance modifications are required to
the Licensed Program(s);
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g) if maintenance modifications are required to the Licensed
Program(s), and such modifications are agreed to be
provided, Summa Four will provide code correction to
RESELLER;
h) return call documentation to RESELLER with one of the
defined PD Closing Codes assigned, including text
describing the resolution of the error. In the event a
code error was found, provide the rational for the
closing of the ticket number;
I) Provide final documentation for the purpose of updating
or closing the trouble ticket, when appropriate;
j) receive from RESELLER technical questions (regardless of
whether severity Level 1, 2 or 3) and supporting
documentation and materials;
k) analyze the technical questions and provide answers;
1) provide technical backup support to RESELLER on Products
including assistance in Problem Determination, Problem
Source Identification and Problem Diagnosis. In addition
Summa Four shall provide assistance in answering
questions that may arise concerning the operation and use
of the Licensed Program(s) that cannot be resolved by
RESELLER;
m) In accordance with Summa Four's then current standard
operating procedures, Summa Four may provide a corrected
version of the Licensed Program(s) that includes all
maintenance modifications to the Licensed Program(s), if
available, Additional corrected versions of the Licensed
Program will be provided as determined by Summa Four and
based upon the severity of the problem.
n) Summa Four will maintain procedures to endeavor to ensure
that new fixes are compatible with previous fixes;
p) packaging of maintenance modifications and migration code
will be done as mutually agreed to by RESELLER and Summa
Four; and
q) If on site Summa Four support is requested by RESELLER,
Summa Four will respond on a best efforts basis but
within two business days, and RESELLER will be billed at
the then current and published rates and charges. Such
response time is limited to critical, Severity I
problems.
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Effective Date: 3/19/97
Agreement No.: 365
ADDENDUM "B"
TO
RESELLER AGREEMENT
RESELLER ORDERING LOCATIONS
In accordance with section 19 of the above referenced Agreement, the following
Reseller subsidiaries may place orders under this Agreement. As such, each
such subsidiary shall be subject to the terms and conditions of this
Agreement:
1.____________________________________________________________
2.____________________________________________________________
3.____________________________________________________________
4.____________________________________________________________
5.____________________________________________________________
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Effective Date: 3/19/97
Agreement No.: 365
ADDENDUM C
TO
RESELLER AGREEMENT
INTERNATIONAL TRANSACTIONS
In accordance with Section 20.3 of the above referenced Agreement, the
following international subsidiaries of Reseller which are identified on
Addendum A may place orders subject to the following additional conditions:
1. All Products shall be shipped by Summa Four, EXW Summa Four's
Factory, Manchester New Hampshire.
2. In addition to Reseller's responsibility for all costs, expenses
and charges identified in Section 2.1 of the above referenced
Agreement; Reseller also agrees to be liable for all other costs
and expenses associated with the export or import of such Products
(excluding the cost to obtain any required export licenses from the
United States) including any duties, value added taxes (VAT) or
other local charges,
3. Notwithstanding the payment terms of Section 7 and unless otherwise
agreed by Summa Four all payments shall be made in U.S. dollars
through a confirmed, irrevocable sight letter of credit drawn on a
U.S. bank (of Summa Four's choice) in form and substance
satisfactory to Summa Four.
4. Reseller acknowledges that all Products and/or Proprerty
Information which may be provided hereunder are of United States
Origin and are licensed for use only in the country of original
destination and as such, are subject to all applicable United
States Government Laws and regulations governing or relating to the
export of such Products from the U.S.
Furthermore, Reseller acknowledges that it shall comply fully with
all such export/re-export related laws and regulations (including
local country regulations or other applicable multinational
conventions) which may be applicable to the Reseller's import, use,
resale or re-export of such Products from such country of original
destination.
5. Reseller's obligations stated above shall survive termination or
expiration of this Agreement
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a. Type Approvals. Reseller acknowledges that Summa Four makes no
representations or warranties that the Products comply with any
local country telecommunications approvals, safety or other
standards (Type Approvals) which may be established from time to
time by the local PTT or other authorities.
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