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<br />AS—
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<br />A- 2016 -193
<br />Fleet Solutions GPS Agreement
<br />This is an agreement ( "Agreement ") between Fleet Solutions LLC and the entity identified on the signature pago of
<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 "eve," "our' or "Fleet Solutions LLC ") will provide Items (hereinafter
<br />"GIPS", "Equipment" or "Device(s) ") and Services which will enable you (hereinafter "you." "your' or "Customer ") to (al
<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 -mail of certain events or irformatlon ( hereinafter r.-
<br />fore-to as "Service "). The Items and Services are designed to provide Flea Customers with a broad set of i ,n s
<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), eve will sell you the Equipment, gr ent you a
<br />non - exclusive, non - transferable right to use in the United States only the Items and Services under our then - current.
<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 air time. These risks were taken
<br />into account by Customer before entering into this Agreement. You also agree to the following:
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<br />2. SCOPE OF SUPPORT SERVICES. Conditioned upon timely payment of the applicable Support Service 'Pee
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<br />set forth herein and while you are not otherwise in default under this Agreement, Fleet Solutions LLC or its designee
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<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 ! te-rr-s c,,
<br />Services. We will, on a best -efforts basis, correct errors or malfunctions described in the operating mar-ua's r-
<br />as practicable after notification of such error a malfunction. If the Equipment is diagnosed as rcrr -fur ir - 1__...-
<br />the warranty period, we will repair or replace non - functioning connpononts. Support Services provided by is under ohs
<br />Agreement do not include repair, replacement or correction of any Equipment damage or malfunctions caused hy:
<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 otherthan normal use;
<br />Mod:9cations, 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 periocpraiy
<br />discontinue specific products, including related support. Services for an end -of -life product vviil 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 -o,v-
<br />support dates, In the event Customer requests Fleet Solutions LLC to correct a technical difficulty and the problem is
<br />found to be with the Customers own equipment and or exceads the manufacturer °s warranty or ig malf- inrtionicc
<br />to physical damage, Customer agrees to pay Fleet Solutions LLC its customary charge for all technical time expended.
<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 Cuslomer Of its current rates.
<br />3. FEES & PAYMENT. During the Term. you agree to pay us the applicable fees sct forth in Attachment 4 i the
<br />"Fees "). All other Fees will be invoiced to you upon shipment of the applicable items or provision of the applicable
<br />Services. Unless otherwise set forth in Attachment A. monrhly service fees will begin at unit activation. All monthly
<br />service fees will be billed monthly in advance. Invoices are due on recelpt You must pay all amounts without offset.
<br />The total annual sum to be expended by Customer under this Agreement shall not exceed 550,755.
<br />R. TE. ^,M AND TERMINAT:C:., The initial .erm ofthis Agreement begins on July 61 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 (sacl-,
<br />a "Renewal Term "). The Initial Term and Renewal Term are collectively referred to as "Term ". Eimer ,-,arty na;
<br />terminate this Agreement at any time during the Initial Term or Renewal Tarm v✓ith or without cause by giving , XT,,
<br />days prior written notice to the other party. Customer's option to terminate this Agreement for any reason upon fGr)
<br />days advance written notice must be accompanied by paymer.i in full for. (a; all amounts due for services pursues,rt to
<br />the term ofthis Agreement, or(b) 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 />Revised CPS Agrp.orfmt 10/14/2013
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