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Fleet Solutions GPS Agreement
<br />This is an agreement ( "Agreement ") between Fleet Solutions LLC anti the entity identified on the signature page cf
<br />this Agreement, herein referred to as "Customer." Fleet Solutions LLC will provide Customer with the items and
<br />Services described herein, under the terms and prices set forth in this Agreement. From time to time, Fleet Solutions
<br />LLC may make additional Items and Services available to Customer under this agreement by providing written notice
<br />to Customer.
<br />Terms and Conditions
<br />1. ITEMS AND SERVICES. We (hereinafter "we," "out" or "Fleet Solutions LLC ") will provide Items (hereinafter
<br />"GPS ", "Equipment" or "Device(s) ") and Services which will enable you (hereinafter "yoti" "your' or "Customer") to: (a)
<br />collect diagnostic and locational information from a motor vehicle using a wireless Internet device that is installed in
<br />that vehicle; (b) analyze, deliver and post the information to the vehicle owner's web page within the user web site and
<br />(c) notify the vehicle owner and a designated third party by e -n ii of certain events or information (hereinafter nh3r"F -;
<br />to as "Service "). The Items and Services are designed to provide Fleet Customers with a broad sot o a..trm
<br />diagnostic data and data derived from locational information.
<br />What We Provide. During the Term and so long as you comply with the terms set forth In this Agreement (and our
<br />other then-current, applicable policies that may change from time to time), we will sell you the Equipment. grant you a
<br />non - exclusive, non - transferable right to use in the United States only the Items and Services under our then. cunent.
<br />applicable policies in accordance with the terms set forth herein. The obligation concerning the provision of service is
<br />to provide non - exclusive use of the network on an as available shared basis. Customer is aware that service disruptions
<br />can occur due to storm damage or other acts of God, coverage area, or availability of airtime. These risks were taken
<br />into account by Customer before entering into this Agreement. You also agree to the following:
<br />2, SCOPE OF SUPPORT SERVICES. Conditioned upon timely payment of the applicable Support Service Fee
<br />set forth herein and while you are not otherwise in default under this Agreement, Fleet Solutions LLC or its designee
<br />will provide the Support Services described herein. We will provide to you, reasonable amounts of consultation and
<br />technical assistance during our regular working hours. We will assist you to diagnose the problem with the kr:ms C�
<br />Services. We will, on a best - efforts basis, correct errors or malfunctions described in the operating macaw as P, -
<br />as practicable after notification of such error or malfunction. If the Equipmont is diagnosed as
<br />the warranty period, we will repair or replace non - functioning rnmponents. Support Services provided by us u,-dc" bh
<br />Agreement do not include repair, replacement or correction of any Equipment damage or malfunctions caused by:
<br />Accident, negligence, theft, vandalism, operator error or misuse, failure of the Equipment site to conform to
<br />specifications, improper installation for equipment installed by you.. failure of or surges in electrical power, air
<br />conditioning or humidity control, abnormal conditions, acts of God (including lightning) or cause other than normal use
<br />Modifications, attachments, repairs or unauthorized parts replacements performed by you, the Customer. or any third
<br />party not authorized by Fleet Solutions LLC or the failure of a vehicle to be in good working condition,. Fleet Solutions
<br />LLC is dedicated to providing the highest quality products in the most efficient manner and at the lowest costs. Market
<br />demands, technology innovation, and third party supplier issues may require Fleet Solutions LLC to periodically
<br />discontinue specific products, including related support. Services for an end -of -life product will continue to be available
<br />up to the end -of- support date. Formal notification may be made to all customers of record advising 'them of the end -of-
<br />support dates. In the event Customer requests Fleet SOIUtIons LLC to correct a te-.chnlcai difficulty and the problem is
<br />found to be with the Customer's own equipment and or exceeds the manufacturcr's warranty or is malfuectionmfl du ^_-
<br />to physical damage, Customer agrees to pay Fleet Solutions LLC its customary Charge for ail technical time erpcnded.
<br />All charges for repairs and technical adjustments are at all times the Customer's responsibility and Customer agrees
<br />to pay Fleet Solutions LLC for all such services it performs for Customer at_ as current rates.
<br />3. PEES & PAYMENT. During the Term. you agree to pay us the applicable fees sct forth in Attachment � Wlie
<br />"Fees" ). All other Fees will be invoiced to you upon shipment of the applicable Items or provision or the applicable
<br />Services. Unless otherwise set forth in Attachment A, monthly service fees will begin at unit activation. All mon11-4y
<br />service fees will be billed monthly in advance. Invoices are due on receipt. You most pay all amounts without offset.
<br />The total annual sum to be expended by Customer under this Agreement shall not exceed $50,755.
<br />4. Tc ivl AND TERMINA`:C , The initial .erm ofthis Agreement begins On July 6, 2016 and continues through
<br />July 5, 2019, unless terminated earlier as provided herein (the "Initial Term "). Thereafter, the Term may be extended
<br />for two (2) additional one -year periods upon a writing executed by Customer's City Manager and City Attorney (each
<br />a "Renewal Term "). The Initial Term and Renewal Term are collectively referred to as ' erm Eitner party ••-,rr-
<br />terminate this Agreement at any time during the Initial Term or Renewal Torm with or without cause by giving saiy (AS
<br />days prior written notice to the other party. Customer's option to terminate this Agreement for any reason upon (30l
<br />days advance written notice must be accompanied by payment In full for. (a) all amounts due for services pursuant to
<br />the term of this Agreement, Crib) an early termination fee as stated in Attachment A per unit deactivated
<br />prior to the term of this agreement, and (c) all other services rendered by Company, unpaid, at time of notice.
<br />R=_visetl CPS Ayreamrnl 10/1412013 EXHIBIT 1
<br />25K -3
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