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INN iNAN(;i Jut`! O -2021 W r` �� 110� 41"L N-2021-123 (AFleet Solutions GPS Agreement �°�yri°a�Mee�So/utions GPS Agreement/ Sourcewelll-NJPA Contract #022217-GEO This is an agreement ("Agreement") between Fleet Solutions LLC and the entity identified on the signature page 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 "we," "our" or "Fleet Solutions LLC") will provide Items (hereinafter "GPS", "Equipment" or"Device(s)") and Services which will enable you (hereinafter "you," "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-mail of certain events or information (hereinafter referred to as "Service"). The Items and Services are designed to provide Fleet Customers with a broad set of automotive 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 -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 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 Items or Services. We will, on a best-efforts basis, correct errors or malfunctions described in the operating manuals as soon as practicable after notification of such error or malfunction. If the Equipment is diagnosed as non-functioning during the warranty period, we will repair or replace non-functioning components. Support Services provided by us under this 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 Solutions LLC to correct a technical difficulty and the problem is found to be with the Customer's own equipment and or exceeds the manufacturer's warranty or is malfunctioning due 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 Customer at its current rates. 3. FEES & PAYMENT. During the Term, you agree to pay us the applicable fees set forth in Attachment A (the "Fees"). The total amount to be expended under the term of this Agreement shall not exceed $50,000. Customer agrees to compensate Fleet Solutions for services previously provided to customer since November 18, 2020 as detailed in Attachment A-1. Customer agrees to pay for any additional services provided prior to the term date listed below. Any amounts owed shall not increase the not -to -exceed amount listed in this Section. 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, monthly service fees will begin at unit activation. All monthly service fees will be billed monthly in advance. Invoices are due on receipt. You must pay all amounts without offset. 4. TERM AND TERMINATION. The initial term of this Agreement begins on May 1, 2021 and continuesthrough April 30, 2022 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 "Term". Either party may terminate this Agreement at any time during the Initial Term with or without cause by giving sixty (60) days prior written notice to the other party. Customer's option to terminate this Agreement for any reason upon (60) days Revised GPS Agmemen11011412015