|
•Implementation,distribution,training and management of unlimited scheduled user defined system reports.
<br /> •Future set up of new reports and systems.
<br /> •Facilitate internal user's group meetings to develop best practices each year.
<br /> •Unlimited access to an assigned USA Fleet Solutions account manager and CSR
<br /> 3. FEES&PAYMENT. During the Term,you agree to pay us the applicable fees set forth in Attachments A&B the
<br /> "Fees").The total amount to be expended under the term of this Agreement shall not exceed $50,000. Customer agrees to
<br /> compensate Fleet Solutions for services previously provided to Customer since March 1,2025. Any amounts owed shall not
<br /> increase the not-to-exceed amount listed in this Section. All other Fees will be invoiced to you upon shipment of the
<br /> applicable items or provision of the applicable Services.Unless otherwise set forth in Attachments A&B, monthly service
<br /> fees will begin at unit activation. All monthly service fees will be billed monthly in advance.Invoices are due on receipt.You
<br /> must pay all amounts without offset.
<br /> 4. TERM AND TERMINATION. The initial term of this Agreement begins on March 1,2025 and,unless terminated
<br /> earlier as provided herein,continues set forth for duration listed in Attachment A(the"Initial Term").Thereafter,the Term may
<br /> be extended for two(2)additional one-year periods upon a writing executed by Customer's City Manager and City Attorney
<br /> (each a"Renewal Term"),unless terminated by either party,with or without cause,upon thirty(30)days prior written notice.
<br /> The Initial Term and Renewal Term are collectively referred to as"Term".Either party may terminate this Agreement at any
<br /> time during the Initial Term with or without cause by giving sixty(60)days prior written notice to the other party.Customer's
<br /> option to terminate this Agreement for any reason upon(60)days advance written notice must be accompanied by payment
<br /> in full for,(a)all amounts due for services pursuant to the term of this Agreement,or(b)an early termination fee as stated in
<br /> Attachment A per unit deactivated prior to the term of this agreement,and(c)all other services rendered by Company,unpaid,
<br /> at time of notice.
<br /> 5. Limited Warranty. Fleet Solutions LLC provides a limited warranty that for the period as listed in Attachment A,for
<br /> equipment purchased new,following the activation of equipment of Fleet Customer(the"Warranty Period"),the Equipment
<br /> will not have defects in material and workmanship and during the Term:(a)Licensed Matter will be able to perform the data
<br /> processing functions described in the applicable operating manuals; and (b) Services will be provided in a workmanlike
<br /> manner. You may only make claims under this limited warranty during the Term by promptly notifying us after you learn of
<br /> the facts supporting the claim. We will either repair or replace the non-complying Item or re-perform the Services;THESE
<br /> ARE OUR ONLY OBLIGATIONS AND YOUR ONLY REMEDY FOR BREACH OF WARRANTY. We do not provide
<br /> warranties on items acquired from others,even if acquired with our assistance.The limited warranties contained in this Section
<br /> are void if you default. Unless otherwise agreed in writing, downtime is not a breach of this Agreement by us and will not
<br /> entitle you to any refunds or credits. Fleet Solutions will not be liable for consequential, special, indirect or incidental
<br /> damages,including lost profits or lost data,even if that party is told those damages may occur.We are not responsible for(a)
<br /> delays in delivery, installation or providing the service,no matter who caused the delay;(b)anything outside our reasonable
<br /> control or resulting from your breach;or(c)the operation of items if any item acquired from a third party is used with the
<br /> items.You acknowledge that the TELEMATICS device is a wireless device and that the service provider cannot collect data
<br /> from the TELEMATICS device once it travels beyond a certain range.The items and services are dependent on the coverage
<br /> areas of wireless networks owned and operated by third parties.Coverage areas are approximate and do not cover significant
<br /> portions of North America.Actual coverage and operation of the products depends on system availability and capacity,system
<br /> and equipment upgrades, repairs, maintenance, modifications, relocation, terrain, signal strength, structural conditions,
<br /> weather and atmospheric conditions, governmental regulations, and other, acts of God, and other conditions beyond Fleet
<br /> Solutions reasonable control.The items may not operate in enclosed space,in building, between buildings,underground,or
<br /> in canyons.The items and services are dependent upon the availability of the internet,which is owned and operated by and
<br /> accessed through third parties.Fleet Solutions LLC does not warrant that the receipt of data,mapping information,and other
<br /> content from the TELEMATICS device will be uninterrupted,or that the transmission of data,mapping information,and other
<br /> content will always be timely or complete.You acknowledge that neither the device nor the service shall prevent and/or detect
<br /> all vehicle problems guarantee that a customer vehicle will not break down or guarantee that customers will not incur vehicle
<br /> repair bills.You acknowledge that the device should not be used in lieu of a vehicle warranty or standard vehicle maintenance.
<br /> You acknowledge that the device does not detect failures in internally lubricated parts and systems not monitored by your
<br /> vehicle's computer.You acknowledge that if the location-based data or location-based services are used to attempt to locate
<br /> a vehicle(e.g. a stolen vehicle),Fleet Solutions LLC does not guarantee that the vehicle will be successfully located and/or
<br /> recovered.In the event the device or the service is not actually available or is not functioning properly,we shall have the right
<br /> to refuse to provide a replacement device or service.
<br /> 2
<br /> Revised USAPS SOURCEWELL TELEMATICS Agreement-5/0112 0 2 3
<br />
|