HomeMy WebLinkAbout25K - AGMT - MONITORING SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JULY 5, 2016
TITLE:
AGREEMENT WITH USA FLEET
SOLUTIONS FOR GPS FLEET TRACKING
AND ENGINE DIAGNOSTIC UNIT
MONITORING SERVICES
{STRATEGIC PLAN NO. 6,2)
CLERK OF COUNCIL USE ONLY:
UIT5.10OWark
C] As Recommended
As Amended
0 Ordinance on1 "Reading
Ordinance on 20dReading
Cll Implementing Resolution
0 Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and the Clerk of the Council to execute a three year agreement with
USA Fleet Solutions to provide monthly monitoring services for 105 GPS fleet tracking and
engine diagnostic units, for the period of July 1, 2016 through June 30, 2019, in an amount not to
exceed $152,265, with an option of two one -year renewals, subject to non - substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
The Finance and Management Services Agency Facilities, Fleet Maintenance, and Central
Stores Division (FFCS) provides maintenance and repair services for approximately 500 City
vehicles. To assist in the overall fleet maintenance and performance, FFCS has purchased 105
engine monitoring and diagnostic vehicle units from USA Fleet Solutions. These monitoring units
are installed in vehicles assigned to Public Works & Parks Maintenance, Recreation & senior
citizen excursions and Jail Transport programs. The units provide valuable diagnostic and
tracking data to help service the fleet utilizing a proactive methodology. Examples of this service
includes odometer tracking, check engine light diagnosis, vehicle location and route tracking.
This information helps FFCS staff to quickly identify engine repair needs and identify poor driving
habits, which when identified early can reduce fuel consumption and reduce emission of
dangerous greenhouse gases. Additionally, this information can assist the operating department
to locate the vehicle during youth excursions and maintenance emergencies.
USA Fleet Solutions has provided this service since May 2013 when the units were first
purchased. Approval of this agreement will provide continuity of this program under the specific
terms and conditions of this agreement at an annual cost not to exceed $50,755 (Exhibit 1).
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Agreement with USA Fleet Solutions
July 5, 2016
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #6 - Community Facilities & Infrastructure,
Objective #2, (address deferred maintenance on City buildings and equipment).
FISCAL IMPACT
Funds for this agreement will be budgeted as follows
Base contract
FY 2016 -17
$50,755
Account no.
07510100 62300 Fleet Contract Svcs
FY 2017 -18
$50,755
Account no.
07510100 62300 Fleet Contract Svcs
FY 2018 -19
$50,755
Account no.
07510100 62300 Fleet Contract Svcs
Option Years
FY 2019 -20
$50,755
Account no.
07510100 62300 Fleet Contract Svcs
FY 2020 -21
$50,755
Account no.
07510100 62300 Fleet Contract Svcs
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez Oo
�J Executive Director
Finance and Management Services Agency
Exhibit: 1. Agreement with USA Fleet Solutions
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Fleet Solutions GPS Agreement
This is an agreement ( "Agreement ") between Fleet Solutions LLC anti the entity identified on the signature page cf
this Agreement, herein referred to as "Customer." Fleet Solutions LLC will provide Customer with the items and
Services described herein, under the terms and prices set forth in this Agreement. From time to time, Fleet Solutions
LLC may make additional Items and Services available to Customer under this agreement by providing written notice
to Customer.
Terms and Conditions
1. ITEMS AND SERVICES. We (hereinafter "we," "out" or "Fleet Solutions LLC ") will provide Items (hereinafter
"GPS ", "Equipment" or "Device(s) ") and Services which will enable you (hereinafter "yoti" "your' or "Customer") to: (a)
collect diagnostic and locational information from a motor vehicle using a wireless Internet device that is installed in
that vehicle; (b) analyze, deliver and post the information to the vehicle owner's web page within the user web site and
(c) notify the vehicle owner and a designated third party by e -n ii of certain events or information (hereinafter nh3r"F -;
to as "Service "). The Items and Services are designed to provide Fleet Customers with a broad sot o a..trm
diagnostic data and data derived from locational information.
What We Provide. During the Term and so long as you comply with the terms set forth In this Agreement (and our
other then-current, applicable policies that may change from time to time), we will sell you the Equipment. grant you a
non - exclusive, non - transferable right to use in the United States only the Items and Services under our then. cunent.
applicable policies in accordance with the terms set forth herein. The obligation concerning the provision of service is
to provide non - exclusive use of the network on an as available shared basis. Customer is aware that service disruptions
can occur due to storm damage or other acts of God, coverage area, or availability of airtime. These risks were taken
into account by Customer before entering into this Agreement. You also agree to the following:
2, SCOPE OF SUPPORT SERVICES. Conditioned upon timely payment of the applicable Support Service Fee
set forth herein and while you are not otherwise in default under this Agreement, Fleet Solutions LLC or its designee
will provide the Support Services described herein. We will provide to you, reasonable amounts of consultation and
technical assistance during our regular working hours. We will assist you to diagnose the problem with the kr:ms C�
Services. We will, on a best - efforts basis, correct errors or malfunctions described in the operating macaw as P, -
as practicable after notification of such error or malfunction. If the Equipmont is diagnosed as
the warranty period, we will repair or replace non - functioning rnmponents. Support Services provided by us u,-dc" bh
Agreement do not include repair, replacement or correction of any Equipment damage or malfunctions caused by:
Accident, negligence, theft, vandalism, operator error or misuse, failure of the Equipment site to conform to
specifications, improper installation for equipment installed by you.. failure of or surges in electrical power, air
conditioning or humidity control, abnormal conditions, acts of God (including lightning) or cause other than normal use
Modifications, attachments, repairs or unauthorized parts replacements performed by you, the Customer. or any third
party not authorized by Fleet Solutions LLC or the failure of a vehicle to be in good working condition,. Fleet Solutions
LLC is dedicated to providing the highest quality products in the most efficient manner and at the lowest costs. Market
demands, technology innovation, and third party supplier issues may require Fleet Solutions LLC to periodically
discontinue specific products, including related support. Services for an end -of -life product will continue to be available
up to the end -of- support date. Formal notification may be made to all customers of record advising 'them of the end -of-
support dates. In the event Customer requests Fleet SOIUtIons LLC to correct a te-.chnlcai difficulty and the problem is
found to be with the Customer's own equipment and or exceeds the manufacturcr's warranty or is malfuectionmfl du ^_-
to physical damage, Customer agrees to pay Fleet Solutions LLC its customary Charge for ail technical time erpcnded.
All charges for repairs and technical adjustments are at all times the Customer's responsibility and Customer agrees
to pay Fleet Solutions LLC for all such services it performs for Customer at_ as current rates.
3. PEES & PAYMENT. During the Term. you agree to pay us the applicable fees sct forth in Attachment � Wlie
"Fees" ). All other Fees will be invoiced to you upon shipment of the applicable Items or provision or the applicable
Services. Unless otherwise set forth in Attachment A, monthly service fees will begin at unit activation. All mon11-4y
service fees will be billed monthly in advance. Invoices are due on receipt. You most pay all amounts without offset.
The total annual sum to be expended by Customer under this Agreement shall not exceed $50,755.
4. Tc ivl AND TERMINA`:C , The initial .erm ofthis Agreement begins On July 6, 2016 and continues through
July 5, 2019, unless terminated earlier as provided herein (the "Initial Term "). Thereafter, the Term may be extended
for two (2) additional one -year periods upon a writing executed by Customer's City Manager and City Attorney (each
a "Renewal Term "). The Initial Term and Renewal Term are collectively referred to as ' erm Eitner party ••-,rr-
terminate this Agreement at any time during the Initial Term or Renewal Torm with or without cause by giving saiy (AS
days prior written notice to the other party. Customer's option to terminate this Agreement for any reason upon (30l
days advance written notice must be accompanied by payment In full for. (a) all amounts due for services pursuant to
the term of this Agreement, Crib) an early termination fee as stated in Attachment A per unit deactivated
prior to the term of this agreement, and (c) all other services rendered by Company, unpaid, at time of notice.
R=_visetl CPS Ayreamrnl 10/1412013 EXHIBIT 1
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5. Limited Warranty. Fleet Solutions LLC provides a lk too wr ran , t to : erlod F.s li; c„ 7 Ait,,. ,,,
A for equipment purchased new, following the acovatlon of equipment of Pipet C�stomor (the "Wan'anty Period';.
Equ]pmentwill not have defects in material and worl<menship and during the Term: (a) Licensed Nalterwil be. able to
perform the data processing functions described in the applicable operating manuals: and (b) Services will be provide,'
In a workmanlike manner. You may only make claims under this limited warranty during the Term by promptly notifying
us after you learn cf the facts srppoiiing the claim. We will either repair or replace the non - complying Item or re-
perform the Services; THESE ARE OUR ONLY OBLIGATIONS AND YOUR ONLY REMEDY FOR BP,EACH OF
WARRANTY. We do not provide warranties on items acquired from ethers, even if acquired with our assistance.. Tne
limited warranties contained In this Section are void if you default, Unless otherwise agreed in writing, downtime is not
a breach of this Agreement by us and will not entitle you to any refund, or credits. Fleet Solutions will not be liable for
consequential, special, Indirect or incidental damages, including lost profits or lost data, even if that party Is tole those
damages may occur. We ere not responsible for (a) delays In delivery, Installation or providing the service.. no matter
who caused the delay; (b) anything outside our reasonable control ar resulting from your breach; or (c) the operation
of items if any item acquired from a third party is used with the items. You acknowledge that the CPS device is a
wireless device and that the service provider cannot collect data from the GPS device once it travels beycncl a ce "at^
range. The items and services are dependent on the coverage areas of Wreless net•,vor ks owned and openaed by ;r ..
parties. Coverage areas are approximate and do not cover significant portions of North America artual covarac,e
operation of the products depends on system availability and capacity, system and equipment upgrades, repa m-,
maintenance, modifications, relocation, terrain, signal strength, structural conditions. vreather and atmosolerc
conditions, governmental regulations, and other, acts of God, and other conditlons beyond Fleet Solutions reasoeable.
control. The items may not operate in enclosed space, in building, between buildings, underground, or in canyons. The
items and services are dependent upon the availability blithe Internet, which is owned and operated by and accessed
+ "•:•;'r "ird pctc,. Fleet Solutions LLC does not warrant that the receipt of data, mapping information, and other
xc'ar•'::'r_m :: -.a 3PS device will bo c:.i-:erc:pted, or that the transmission of data, mapping information, and other
content will always be timely or complete. You acknowledge that neither the device nor the service shall prevent andor
detect all vehicle problems or guarantee that a customer vehicle will not break: clown or guarantee that customers will
not incur vehicle repair bills. You acknowledge that the device should not be used in lieu of a vehicle warranty o"
standard vehicle maintenance. You acknowledge that the device does not detect failures in infornally lubrlealad pad=
and systems not monitored by your vehicle's computer. You acknowledge that'd the Incation -based data cr rcratlo:-
based services are used to attempt to locate a vehicle (e.g. a stolen vehicle), Fleet Solutions LLC does not guarantee
that the vehicle will be successfully located and/or recovered. !n the event the device or the service is not acfi�say
available or is not functioning properly, we shall have the not to refuse to provide a replacement device or serv'c.e.
While we endeavor to provide the most accurate, up -to -date data available, data we collectfrom the device in ila]' -od 'r
a vehicle may, at times, contain technical Inaccuracies or errors, and may be changed or updated w;thout notice_ sx,.n..±
as expressly set forth herein, the device and the service are provided by us on an "as -is" basis to the full extent
permissible by applicable law, we disclaim all representations and warranties of any Kind, express orlmplied, including,
but not limited to, implied warranties of noninfringement merchantability and fitness for a particular purpose, as to the
device and the service, and the data (including its accuracy and availability), services or materials included or offered
as part of the service. You assume the entire risk in downloading or otherwise accessing any data, information, files or
other materials obtained from the website or through the system.
6. PERSONAL IDENTIFICATION NUMBERS (PIN). PASSWORDS, AND SECRET QUES70NS. A ?N.
password or'secret question' may be required to access the Licensed :vlatter arc] location -based data. "ou can chacce
these at anytime by contacting Fleet Solutions LLC or by accessing the webslle, t=enure to probe[ your Pith, passv:orci
or secret question, or improper use of the same, may result in termination of the service. You acknowledge that you
accept full responsibility for the use and protection of your PIN, password, or secret question, and that Fleet Solutions
LLC is not responsible if an unauthorized part' uses these in any way. You also co,,nsenl that vendor-., worl<]nr wllr
Fleet Solutions (e.g., those providing roadside assistance) may use your PAI, password, or secret question. and accc; !
full respercibility for any services performed or data that may be accessed resulting from using these constructs.
7. DATA mC„cSS. You represent and warr,tnt that you have all rights and authority with respect to the
Customer information ( "Business Data ") required to grant the rights and approvals set forth in this paragraph and that
you approve and grant to us the nonexclusive, nonterminable license and right to collect, access, and use information
from you, the Customer, their vehicle, and the Information arrangement system, and to access, copy, or use the
Business Data in the course of providing the items and performing the services to which you or the Customer have
consented, limited to our performance of the following activities: (1) to provide the Items and Services to you and the
Customer: (ii) to perform software support services, and other services on your behalf and have third party provider do
the same, such as for roadside assistance or recovery of a stolen vehicle; (iii) to compile and aggregate statistical data
to analyze, measure, and optimize the performance of our products and services for you, Fleet Customers and other
Internal purposes of Fleet Solutions LLC; and (tv) to compile and aggregate statistical data, including comb n!ru
Business Data with data from other Customers and sources, forpurposes of developing data products for sale.
and distribution to third parties, subjeot to the limitation that wa wf use such data solely to create e1a +y5ai-
aggregated or derivative form in databases and compilations [list do not permit identification of YOU, ''=locl Gu;tor--ers-
Rev zin c?S Agremmenl 1011412013
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employees, or individuals. WITH PRIOR NOTICE TO CUSTOMER, WE WILL ONLY DISCLOSE PERSONALLY
IDENTIFIABLE DATA TO THIRD PARTIES TO PROVIDE SERVICES DESCRIBED IN THIS AGREEMENT AfD
WHEN REASONABLY NECESSARY, IN OUR SOLE DETERMINATION, TO: (i) enforce the Agreement: (ii) defer;
against legal claims; (iii) protect the rights, property and safety of Fleet Solutions LLC, its customers, or others:
respond to court order, subpoena or other legal requirement; or (v) notify law enforcement authorities of any act'vitics
that we believe to be unlawful.
8. WEBSITE MAINTENANCE. In an effort to ensure a responsive and efficient server platform for its customer
base, Web Site provider reserves the right to perform scheduled maintenance between the hours of 10:00 p.m. to 3:00
a.m. Pacific Time. This may include database maintenance as well as general site maintenance and may or may not
involve application and web services unavailability.
9. DEFAULT. In the event that Company shall find it necessary to retain an attorney and/or a collection agenc;
to pursue the recovery of Monies due, Company shall be entitled to reasonable attorney's fee and reasonable noss c,f
collection, whether by trial, arbitration or settlement, and the costs of suit.
10. JURISDICTION - VENUE. This Agreement has been executed and delivered in the State of California and
the validity, interpretation, performance and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County, California shall
be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this
Agreement
Customer:
Fleet Solutions LLC:
City of Santa Ana
169 Cadillac Place
20 Civic Center Plaza
Reno, Nevada 89509
P.O. Box 1988
Toll Free 855 - 471 -4771
Santa Ana, CA 92701
'By
Name: David Cavazos Name:
Title: City Manager Title:
.Date
Attest
By:
Name: Maria D. Huizar
Title: Clerk of the Council
Recommended for Approval
By:
Name: Francisco Gutierrez
Date:
Approved as
By
Name: ,;ohn M.'.. Fur
Title: Assistant City
Title: Executive Director, Finance and Management
Services Agency
"1 certify that I have read and understand the terms and conditions included
to sign this Agreement.
ReNUatl GPa Agreement 10/142013
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1 am authorizer
Attachment A
ees and Ter m
Initial Term. The initial term of this Agreement begins on July 6. 2015 a .nlir _es
through July 5, 2019, unless terminated earlier as provided herein. There8ft.er. `he T
may bo e::Lended fcr two (2) additional one -year periods upon a writing executed by
Rug ?orrar's City Manager and City Attorney.
Section 2; Rates for repairs and technical adjustments on site during normal business
hours S75 per hour with a one hour miniinu:n, 5115 per hour with a one hour minimum
after hours and on weekends.
Section 4; Fees: $27.95 per month per GPS hardware unit activated or installed tc.
account.
Section 4; Early Deactivation Fee: S 75.00 per GPS hardware Jnit.
Section 5. Equipment Warranty Period: Lifetime Limited Replacement Warranty
5; Labor Warra,.,r Perind: First year
Additional Terms: Equipment costs for 5500 series with' harness is $139.
Signed By: Signed B
Costome-
_ui. SC Ins M1.il- semen: 1 w'11120 +5 ,.
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