Legal MCS-150 Form

Legal MCS-150 Form

This Legal MCS-150 Form (the Agreement) is made as of Effective Date: by and between Carrier Name: whose principal place of business is at Carrier Address: (hereinafter \"Carrier\") and Authorized Agent Name: with address Agent Address: (hereinafter \"Agent\").

RECITALS

WHEREAS, Carrier is required by federal motor carrier regulations to provide an MCS-150 Motor Carrier Identification Report to the relevant motor carrier safety administration to maintain active carrier status and accurate operating records; and

WHEREAS, Carrier desires to authorize Agent to prepare, complete and submit the MCS-150 report on Carrier's behalf and to certify the accuracy of the information for filing purposes; and

WHEREAS, Agent has the expertise to prepare and file the MCS-150 report and to act as Carrier's authorized representative for the limited purpose set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 \"MCS-150 Report\" means the Motor Carrier Identification Report that Carrier is required to submit under applicable motor carrier reporting regulations, including all fields, certifications and supplemental information required for submission and maintenance of Carrier's identification record.

2. AUTHORIZATION

2.1 Carrier hereby appoints Agent as Carrier's true and lawful agent and attorney-in-fact, solely for the limited purpose of preparing, completing, signing where permitted, and submitting the MCS-150 Report and responding to routine administrative inquiries relating to the filing. Agent's authority is limited to matters expressly set forth in this Agreement and does not include authority to modify Carrier's operating authority or to bind Carrier beyond the filing and related administrative communications.

3. MCS-150 REPORT DATA

Carrier instructs Agent to prepare and file the MCS-150 Report using the following information. Carrier certifies that the information provided below is true and correct to the best of Carrier's knowledge and that Carrier will notify Agent of any changes prior to filing.

Operation Type (select all that apply): For-hire interstate Private carrier Passenger carrier Intrastate only

Hazardous Materials: Yes No

4. CARRIER REPRESENTATIONS AND WARRANTIES

4.1 Carrier represents and warrants that all information provided to Agent for preparation of the MCS-150 Report is true, complete and accurate as of the Effective Date and that Carrier has the authority to execute this Agreement and to authorize Agent to act as set forth herein.

4.2 Carrier shall promptly notify Agent in writing of any material change in information that would affect the accuracy of the MCS-150 Report prior to submission.

5. AGENT DUTIES

5.1 Agent shall, using commercially reasonable efforts, prepare and submit the MCS-150 Report based on the information provided by Carrier, to execute any certifications that Agent is permitted to execute, and to maintain records of the submission for a commercially reasonable period.

5.2 Agent shall not intentionally alter or add information that Carrier has not authorized. Agent's obligations do not include representation of Carrier before administrative tribunals, judicial proceedings, or making substantive legal determinations on behalf of Carrier.

6. FEES AND PAYMENT

6.1 Carrier shall pay Agent fees for preparation and submission of the MCS-150 Report as agreed in writing between the parties. Payment terms, invoicing and any late payment charges shall be governed by the separate fee agreement between the parties.

7. RECORDS, AUDIT AND COOPERATION

7.1 Carrier shall retain and make available to Agent any documents or records necessary to support the information supplied for the MCS-150 Report. Upon reasonable request, Carrier shall cooperate with Agent in responding to administrative inquiries directly related to the filed report.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Carrier agrees to indemnify, defend and hold harmless Agent and its officers, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Carrier's inaccurate, incomplete or false information provided for the MCS-150 filing, or Carrier's breach of this Agreement.

8.2 EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE FEES PAID BY CARRIER TO AGENT FOR THE SPECIFIC MCS-150 SUBMISSION GIVING RISE TO THE CLAIM.

9. CONFIDENTIALITY

9.1 Each party shall keep confidential any proprietary or non-public information obtained from the other party in connection with the MCS-150 Report and shall not disclose such information except as required by law or regulation or as necessary to perform its obligations under this Agreement.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and shall continue until the MCS-150 Report is filed and the parties' obligations under this Agreement are fulfilled, unless earlier terminated by either party upon thirty (30) days' written notice. Termination shall not relieve Carrier of payment obligations for services rendered prior to termination or for any indemnity obligations accrued.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail, or courier to the addresses set forth in the opening paragraph of this Agreement or to such other address as a party may designate by written notice. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. 12.2 A waiver of any breach shall not constitute a waiver of any continuing or subsequent breach. 12.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to its conflict of laws principles.

13.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties.

13.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

14. CERTIFICATION AND ACKNOWLEDGMENT

14.1 Carrier acknowledges that the MCS-150 Report will include a certification that the information provided is true and correct. Carrier certifies that any person signing either this Agreement or the MCS-150 Report on Carrier's behalf has the authority to make such certification. Carrier understands that knowingly falsifying information on a required motor carrier report may expose Carrier or the signatory to administrative or criminal penalties under applicable law.

15. AUTHORITY TO SIGN

15.1 Each individual executing this Agreement on behalf of a party represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of such party.

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