Table of Contents:
	Definitions and Applicability		Compliance with Legal and Regulatory Constraints and Confidential/Proprietary Information
	Supplies		Indemnification and Limitation of Liability
	Equipment		Authority and Choice of Law
	Motor Vehicles		Assignment and Entire Agreement
	Network Capacity		Counter Parts and Termination
	Personnel		Survival of Obligations and Force Majeure
	Billing and Legal Point of Contact		Order of Precedence and Cooperation
	Safety		Effective Date

5. Motor Vehicles

At the time the Requester determines the need to request Motor Vehicles from the Provider (to the extent such Motor Vehicles are being requested separately from Provider personnel and are not intended to accompany and be used by Provider personnel), the Requester NSEP Organization will identify to the Provider NSEP Organization the name, address, telephone and facsimile numbers of the POC for Motor Vehicles (hereinafter Requester POC for Motor Vehicles) from whom all requests for Motor Vehicles will originate. Likewise, the Provider NSEP Organization will identify to the Requester NSEP Organization the name, address, telephone and facsimile numbers of the POC for Motor Vehicles (hereinafter Provider POC for Motor Vehicles) who will be responsible for handling all requests for Motor Vehicles.

The Requester POC for Motor Vehicles will specify if Provider vehicles are to be furnished with the tools, Supplies and test equipment appropriate for the vehicle's intended use. An inventory sheet of tools, Supplies and test equipment provided with each vehicle will accompany the vehicle. Tools, Supplies and test equipment to accompany the Motor Vehicle may be included in the Unit Price quoted for the vehicle or itemized separately for Cost Plus Pricing.

Any transaction will require that the NSEP Organizations in each party to the transaction also identify to one another their POC for Legal and their POC for Billing.

1. Ordering — Only Motor Vehicles requested by the Requester POC for Motor Vehicles from the Provider POC for Motor Vehicles shall be subject to the terms of this Agreement.

   1. Request — The Requester POC for Motor Vehicles will contact the Provider POC for Motor Vehicles with a written request for Motor Vehicles, specifying:
   
   

   • Types of Motor Vehicles requested
   • Tools, Supplies and test equipment to be provided with each vehicle
   • Quantity of each type of vehicle requested
   • Whether the vehicle is to be purchased, leased or loaned
   • Estimated duration of lease or loan period
   • Requested delivery date
   • Delivery address or addresses
   • Deadline for responding to the request

   2. Response — If the Provider leases vehicles from a third party, the Provider POC for Motor Vehicles must determine if the terms of the lease would prohibit use of those vehicles by the Requester. The Provider POC for Motor Vehicles will then respond to the Requester POC for Motor Vehicles with a signed written statement proposing either Unit Pricing or Cost Plus Pricing to include:
   
   

   • Types of Motor Vehicles available (only Motor Vehicles which are in proper working order and safe for use will be offered to the Requester)
   • A statement agreeing or declining to include all or a portion of the requested tools, Supplies and test equipment (only tools and test equipment which is in proper working order and safe for use will be offered to the Requester) 
   • Quantity of each type of Motor Vehicle available
   • Whether the Motor Vehicle may be purchased, leased or loaned
   • Anticipated shipment date
   • Unit cost or Cost Plus Price to purchase or lease the vehicle (quoted on a daily, weekly or monthly basis)

   The prices quoted by the Provider will include all costs which the Provider intends to recover from the Requester, such as:

   • Replacement cost or current depreciated value of the Motor Vehicle, tools, Supplies and test equipment
   • Shipment costs (round trip for leased vehicles)
   • Insurance (for shipment and for loss and liability due to use of leased vehicles in the designated work area)
   • Administrative costs
   • License and permit fees required by the Provider to sell or lease Motor Vehicles to the Requester
   • Applicable taxes
   • Contribution

   The price of each vehicle will exclude the cost of gas and oil for the operation of the vehicle while in the possession of the Requester. Such cost will be borne by the Requester.

   The Provider POC will be responsible for obtaining the authorizing signature in the Provider organization as appropriate for the total dollar amount of the transaction.

   3. Confirmation — The Requester POC for Motor Vehicles will respond to the Provider POC for Motor Vehicles with a signed written confirmation accepting or rejecting the proposal in part or in total. The confirmation will include:

   • Types of vehicles to be provided
   • Whether the vehicle is to be purchased, leased or loaned
   • Concurrence with the quoted purchase or lease price for each type of vehicle
   • Delivery address or addresses
   • Name and telephone number of the point(s)-of-contact at the delivery address or addresses
   • Any other required shipping instructions

   The Requester POC will be responsible for obtaining the authorizing signature in the Requester organization as appropriate for the total dollar amount of the transaction.

2. Tracking — The Provider POC for Motor Vehicles, upon shipment of the Motor Vehicles, will provide the Requester POC for Motor Vehicles with an inventory of the vehicles being shipped, including:
   
   
• Manufacturer, model and vehicle (or company) identification number of each vehicle
• Whether the vehicle is being purchased, leased or loaned
• A copy of the inventory sheet of the tools, Supplies and test equipment provided with each vehicle
• Date(s) shipped or planned date(s) of shipment
• Method of shipment (e.g., commercial carrier, transport by the Provider, etc.)
• Instructions for routine maintenance to be performed by the Requester on leased and loaned vehicles
• Delivery address of each vehicle
  
  
3. Routine Maintenance and Repair to Ensure Proper Working Condition and Safety — The Requester will perform or arrange for the performance of routine maintenance on all leased and loaned Motor Vehicles, tools and test equipment normally requiring such maintenance. Such routine maintenance will be performed as deemed necessary by the Requester unless specified in the tracking inventory furnished by the Provider. The Requester will also repair or have repaired any Motor Vehicle, tool or test equipment requiring such repair while in use by the Requester. The Requester will keep a log of all routine maintenance and repairs performed on Provider Motor Vehicles.
   
   
4. Return of Motor Vehicles, Tools or Test Equipment — When the Requester is ready or required by the Provider to return leased or loaned Motor Vehicles (with accompanying tools and test equipment) to the Provider, the Requester POC for Motor Vehicles will notify the Provider POC for Motor Vehicles and request shipping instructions.

   1. Maintenance Log — Upon return of leased and loaned Motor Vehicles to the Provider, the Requester will furnish a maintenance log to the Provider POC for Motor Vehicles of all repairs and routine maintenance performed on Motor Vehicles while in the possession of the Requester.

   2. Provider Acceptance Testing — The Provider will perform acceptance testing upon return of Motor Vehicles, tools and test equipment to ensure that it is in proper repair and safe working order.

   3. Damaged Vehicles, Tools and Test Equipment — The Requester agrees to return to the Provider leased or loaned Motor Vehicles, tools and test equipment provided by the Provider in the same condition as received, except for wear associated with normal usage. In the event a Motor Vehicle, tool, or test equipment is returned damaged or in inoperable condition, the Requester shall, at the option of the Provider, restore the Motor Vehicle, tool or test equipment to its original condition or reimburse the Provider for the actual cost of placing the item in service and restoring it to its original condition at the time of the lease or loan except for wear associated with normal usage.

   4. Vehicles, Tools and Test Equipment Lost, Stolen or Damaged Beyond Repair — If leased or loaned Motor Vehicles, tools or test equipment are lost, stolen, or damaged beyond repair, the Requester shall reimburse the Provider for the current depreciated value of such Equipment except to the extent covered by insurance payable to the Provider and included in the costs to the Requester. Billing for lost, stolen or damaged Motor Vehicles, tools and test equipment will be submitted on a separate invoice. 

5. Billing — Arrangements, terms and conditions for billing will be negotiated by the Requester and Provider POCs for Billing. The Provider invoice should generally reflect the confirmation document with the Unit Price or the itemized details of the Cost Plus Price such as:
   


• Vehicles by manufacturer, model, and vehicle (or company) identification number
• Indication that the vehicle was purchased or leased
• Purchase or lease price of each vehicle
• Total amount due from the Requester

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