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A- 2016 -193
Fleet Solutions GPS Agreement
This is an agreement ( "Agreement ") between Fleet Solutions LLC and the entity identified on the signature pago of
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 "eve," "our' or "Fleet Solutions LLC ") will provide Items (hereinafter
"GIPS", "Equipment" or "Device(s) ") and Services which will enable you (hereinafter "you." "your' or "Customer ") to (al
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 -mail of certain events or irformatlon ( hereinafter r.-
fore-to as "Service "). The Items and Services are designed to provide Flea Customers with a broad set of i ,n s
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), eve will sell you the Equipment, gr ent you a
non - exclusive, non - transferable right to use in the United States only the Items and Services under our then - current.
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 air time. These risks were taken
into account by Customer before entering into this Agreement. You also agree to the following:
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2. SCOPE OF SUPPORT SERVICES. Conditioned upon timely payment of the applicable Support Service 'Pee
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set forth herein and while you are not otherwise in default under this Agreement, Fleet Solutions LLC or its designee
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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 ! te-rr-s c,,
Services. We will, on a best -efforts basis, correct errors or malfunctions described in the operating mar-ua's r-
as practicable after notification of such error a malfunction. If the Equipment is diagnosed as rcrr -fur ir - 1__...-
the warranty period, we will repair or replace non - functioning connpononts. Support Services provided by is under ohs
Agreement do not include repair, replacement or correction of any Equipment damage or malfunctions caused hy:
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 otherthan normal use;
Mod:9cations, 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 periocpraiy
discontinue specific products, including related support. Services for an end -of -life product vviil 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 -o,v-
support dates, In the event Customer requests Fleet Solutions LLC to correct a technical difficulty and the problem is
found to be with the Customers own equipment and or exceads the manufacturer °s warranty or ig malf- inrtionicc
to physical damage, Customer agrees to pay Fleet Solutions LLC its customary charge for all technical time expended.
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 Cuslomer Of its current rates.
3. FEES & PAYMENT. During the Term. you agree to pay us the applicable fees sct forth in Attachment 4 i the
"Fees "). All other Fees will be invoiced to you upon shipment of the applicable items or provision of the applicable
Services. Unless otherwise set forth in Attachment A. monrhly service fees will begin at unit activation. All monthly
service fees will be billed monthly in advance. Invoices are due on recelpt You must pay all amounts without offset.
The total annual sum to be expended by Customer under this Agreement shall not exceed 550,755.
R. TE. ^,M AND TERMINAT:C:., The initial .erm ofthis Agreement begins on July 61 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 (sacl-,
a "Renewal Term "). The Initial Term and Renewal Term are collectively referred to as "Term ". Eimer ,-,arty na;
terminate this Agreement at any time during the Initial Term or Renewal Tarm v✓ith or without cause by giving , XT,,
days prior written notice to the other party. Customer's option to terminate this Agreement for any reason upon fGr)
days advance written notice must be accompanied by paymer.i in full for. (a; all amounts due for services pursues,rt to
the term ofthis Agreement, or(b) 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.
Revised CPS Agrp.orfmt 10/14/2013
5. Limited Warranty. Fleet Solutions -LC provides a limilod warren €ythal`or ;lie period as alecin Cana ;clime:-'.
A, for equipment purchased new, following the activation c` equipment o` Flee', Coston-,or (ire "'warranty Per od, tr
Equipment will not have defects in material and workmanship and during the -arm: (s) Licensed tvi alter will be able to
perform the data processing functions described in the applicable operating manuals; and (b) Services will be provided
in a workmanlike manner. You may only make claims under this limited warranty during the Term by promptly notlfyino
us after you lean cf the `acts supporting 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 BREACH OF
WARRANTY We do not provide warranties on items acquired from others, even if acquired with our assistance. Th=
limited warranties contained in this Section are void if you default, Unless otherwise agreed in writing, downfima is rot
a breach of this Agreement by us and will not entitle you to any refucdc or credits. Fleet Solutions will not be !labte for
consequential, special, Indirect or Incidental damages, including lost profits or lost data, even If that party is told (hose
damages may occur. We are not responsible for (a) delays in delivery, installation or providing the service. no matter
who caused the delay; (b) anything outside our reasonable control or 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 colleen data from the GPS device once it travels beyond a
range. The items and services are dependent on the coverage areas of wireless networks owned and operated ily lr,: -ri
parties. Coverage areas are approximate and do not cover significant portions of North America actual coverage a,?d
operation of the products depends on system availability and capacity, system and equipment upgrados, repair.;,,
maintenance, modifications, relocation, terrain.. signal strength, structural conditions. weather and atmespner
conditions, governmental regulations, and other, acts of God, and other conditions beyond Fleet Solutions reasonable
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 of the internet, which is owned and operated by and accessed
Fleet Solutions LLC does not warrant that the receipt of data, mapping information, and other
t: -.a 3PS device will bo c- ... :e.r�pted, or that the transmission of data, mapping information, and other
content will always be timely or complete. You acknowledge that neitherthe device nor the service shall prevent andlor
detect all vehicle problems or guarantee that a customer vehicle will not break down or guarantee that customers will
not incur vehicle repair bills. You acknowledge that the device should net be used in Ileu of a vehicle warranty or
standard vehicle maintenance. You acknowledge that the device does not detect failures in internally lubricated parts
and systems not monitored by your vehicle's computer. You acknowledge that. if the looatlon -based dill or
based services services are used to attempt to locate a vehicle (e.g. a stolen vehicle), Fleet Solutions LLC does not guamntce
that the vehicle will be successfully located andlor recovered. in the event the device or the service is not aciGalP
available or is not functioning properly, we shall have the right to refuse to crevice a replacement devise or service.
While we endeavor to provide the most accurate, up-to -date data available, data vac collect from the device retell rid ;
a vehicle may, at times, contain technical inaccuracies or errors, and may be cbangod or updaled without notioe. exerr,, '
as expressly set forth herein, the device and the service are provided cy us on an "as !s" basis to the fu cxlent
permissible by applicable law, we disclaim of representations and warranties of any kind, express or implied, 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.
5. PERSONAL IDENTIFICATION NUMBERS (PIN), PASSWORDS, AND SECRET QUESTIONS. A P.
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password or`secret question' may be required to access tho Licensed Matter and tocation -based data. You can c'-anne
these at any time by contacting Fleet Solutions LLC or by accessing the website. Pallure tc protect your PIN, pass,: ord
or secret question, or improper use of the same. may result in termina Lon of the service, You ac <na,,viedge (hat ycu
accept full responsibility for the use and protection of your PIN, passwoi d.. or socrot question, an,d that Fleet Sal nfnn;
LLC is not responsible if an unauthorized party uses these in any way, You also consent that vendors evorim with
Fleet Solutions (e.g., those providing roadside assistance) may use your PiN, password, or secret question, and crec:
full resperctility for any services performed or data that maybe accessed resulting from using these constructs.
7. DATA mCGESS. You rc;_resent and warr -qt that you have all rights and authority with respect to (he
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, nonterminablc 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: d) to provide the Items and Services to you and the
Customer: (il) to perform software support services, and other services on your behalf and have third party provider do
the same, such as rot 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, Float Customers and other
internal purposes of Fleet Solutions LLC; and (iv) to compile and aggregate statistical data, including combining
Business Data v✓ith data from other Customers and sources, for purposes of developing data products for sale. I! u-
and distribution to third parties, subject to the limitation that we V41 such data soc'l to tree{ )
aggregated or derivative form in databases and compilations that do not permit identification of you, Moot C ;�stor'crs.
Fused GV5Agreem rj 10Pi4/Y013
employees, or individuals. WITH PRIOR NOTICE TO CUSTOMER, WE WILL ONLY DISCLOSE PERSONAi.LY
IDENTIFIABLE DATA TO THIRD PARTIES TO PROVIDE SERVICES DESCRIBED IN T45 AGREEMENT AfvC
WHEN REASONABLY NECESSARY, IN OUR SOLE DETERMINATION, TO: (i) enforce the Agreement: (i'; c ;eta =i.
against legal claims; (iii) protect the rights, property and safety of Fleet Solutions LLC. its customers, or others: is
respond to court order, subpoena or other legal requirement; or (v) notify law enforcement authorities of any aciivilies
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 0:00
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 agency
to pursue the recovery of Monies due, Company shall be entitled to reasonable attorney's fee and reasonable cocas „r
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 a ^d
the validity, interpretation, performance and enforcement of any of the clauses of this Agreement shall be determiner!
and governed by the laws of the State of California. Both parties further agree that Orange County, California shat:
be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of ibis
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 An�,r 92 1 f
'Bye /..... /._ J ft
Name: David Cavazos Name: -\offer
Title: City Manager Title:ltr
Date: Date: 1
Attest Approved as to!..Fcr
By: /a°� ?�y,.�i s� ` /l"d By n—M�,,
Name: Maria D. Huizar Name: John
Titl e: Clerk of the Council Title: Assistant City
Recommended for Approval
By:
Name: Francisco Gutierrez
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
Revised CPS Agreement 10/1412013 0
I am authoriz:;d
Attachment A
Fees and Term
Initial Term. The initial term of this Agreement hegins on July 8 2016 -u-,d
through July 5, 2019, unless terminated earlier as provided herein. Thereafter tne Tr��
may ho �):4ended for two (2) additional one -year periods upon a writing executed by
cr ICtO -er,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 minimu:n, Si 95 per hour with a one ;hour minirrlum
after hours and on weekends.
Section 4; Fees: $27.95 per month per GPS hardware unit activated or installed to
account.
Section, 4; Early Deactivation Fee: S 75.00 per GPS hardware Unit.
Section 5; Equipment Warranty Period: Lifetime Limited Replacement Warranty
Sec °x; 5; Labor Warrardy Pei nu: First year
Additional Terms: Equipment costs for 5500 series
Signed By:
crs;ome
'?NASao G ✓S M1,- g =.oan; tUl1 �2Ct?
Signed