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3. FEES t& PAYMENT. During the Term, you agree to pay us the applicable fees set forth in Attachments A & B (the "Pees"). The
<br />total amount to be expended under tine leapt of this Agreement shall no( exceed $50,000. Customer agrees to compensate Fleet Solutions
<br />for properly invoiced services provided to Customer since May 1, 2023. Any amounts owed shall not increase the not -to -exceed
<br />amount listed in thisSectiou. All other Fees will be invoiced to you upon shipment oftheapplicable items orprovision oftheapplicable
<br />Services. Unless otherwise set forth in Attachments A & B, monthly service fees will begin at unit activation. All monthly service fees will
<br />be billed monthly in advance. Invoices are due oil receipt. You must pay all amounts without offset.
<br />4, TERM AND'MRMINATION. The initial term or this Agreement begins on June I, 2023 and, unless terminated earlier as
<br />provided herein, continues set forth for duration listed in Attachment A (the "Initial Terni'). Thereafter, the Term may be extended for two
<br />(2) additional one-year periods upon a wailing executed by Customer's City Manager and City Attorney (each a "Retlowal Torun'), unless
<br />terminated by either party, with or without cause, upon thirty (30) days prior written notice. Tile Initial Term and Renewal Terns are
<br />collectively referred to as "Term'. Either party may terminate this Agreement at any time during the Initial Term with or without cause by
<br />giving sixty (60) days prior written notice to the other party, Customer's option to terminate this Agreement for any reason upon (60) days
<br />advance written notice must be accompanied by payment in full for, (a) all amounts due for services pursuant to the tcrnh of this Agreement,
<br />or (b) an early terinimtion fee as slated in Attachment A per unit deactivated prior to the term of this agreement, slid (0) all other
<br />services rendered by Company, unpaid, at time of notice.
<br />5. Lltnited Warranty. Fleet Solutions LLC provides it limited warranty that for the period as listed in Attachment A, for equipment
<br />purchased new, following tine activation of equipment of Fleet Customer ((be "Warranty Period"), the Equipment will not have defects in
<br />material and workmanship and during the Term: (a) Licensed Moller will be able to perform the data processing Inactions described in the
<br />applicable operating nnancids; and (b) Services will be provided in a workmanlike manner. You may only make claims under this limited
<br />warranty during the ']'arm by promatly notifying its alter you learn of lire fuels supporting the claim. We will either repair or replace the
<br />non -complying Item or re -perform the Services; THESE
<br />ARE OUR ONLY OBLIGATIONS AND YOUR ONLY REMEDY FOR BREACH OF WARRANTY. Wedonotprovide
<br />warranties on items acquired from others, even if acquired with our assistance. Tile limited warranties contained in this Section are void if
<br />you default. Unless otherwise agreed in writing, downtime is not a breach orthis Agreement by us and will not entitle you to any retards
<br />or credits. Fleet Solutions will not be liable for consequential, special, indirect or incidental damages, including lost profits or lost data,
<br />even if that party is told these damages may occur. We are not responsible for (a) delays in delivery, installation or providing the service,
<br />no matter who caused the delay; (b) anything outside our reasonable control o• resulting from your breach; or (c) the operation or items if
<br />any item acquired from a third party is used with the items. You acknowledge than fie TELEMATICS device is a wireless device and that
<br />the service provider cannot collect data from the TELEMATICS device once if travels beyond a certain range. The items and services are
<br />dependent on the coverage areas of wireless networks owned and operated by third parties. Coverage areas are approximate and do not
<br />cover significant portions of North America. Actual coverage and operation of the precincts depends on system availability and capacity,
<br />system and equipment upgrades, repairs, maintenance, modifications, relocation, terrin, signal strength, stiucluml conditions, weather and
<br />atmospheric conditions, governmental regulations, slid other, acts orGod, and other conditions beyond Fleet Solutions reasonable control.
<br />'file items may not operate ill enclosed space, in building, between buildings, underground, or in canyons. The items and services are
<br />dependent upon the availability of the internal, which is owned and operated by and accessed through third parties. Fleet Solutions LLC
<br />does not warrant that the receipt of data, mapping information, and othercontent from the TELEMATICS device will be uninterrupted, or
<br />that the transmission of data, mapping information, and other content will always be timely or complete. You acknowledge that neither time
<br />device nor the service shall prevent and/or detect all vehicle problems guarantee that a customer vehicle will not break down or guarantee
<br />that: customers will not incur vehicle repair• bills. You acknowledge that the device should not be used in lieu of a vehicle warranty or
<br />standard vehicle maintenanco. You acknowledge that the device does not detect failures in internally lubricated pats and systems not
<br />monitored by your vehicle's computer. You acknowledge that if the location -based data or location -based services am used to attempt t0
<br />locate a vehicle (e,g. a stolen vellicle), Fleet Solutions LLC does not guarantee tat the vehicle will be successfully located and/or recovered.
<br />In the event the device or the service is not actually available or is not functioning properly, we shall have the right to refuse to provide a
<br />replacement device or set -vice,
<br />While we endeavor to provide the most accurate, up-to-date data available, data we collect Iron the device installed in a vehicle may, at
<br />times, contain technical inaccuracies or errors, and may be clanged or updated wilhout notice. except as expressly set forth heroin, the
<br />device and tine service are provided byus on un "as -is" basis to tine fell extent permissible by applicable law, we disclaim all representations
<br />slid warranties of any kind, express or implied, including, but not limited to, implied warranties of non-inf higement merchantability and
<br />fitness for a particular Purpose, as to the device and [lie service, and the data (including its accuracy and availability), services or materials
<br />included or offered as pot of the service. You assume the entire risk in downloading or otherwise accessing any data, information, files or
<br />Other materials obtained filim the website or through the system.
<br />6. I'ERSONAL IDEN''l9FICATION NUMBERS (PIN), PASS WORDS, AND SECRET QUESTIONS. A PIN, password or
<br />`secret question' may be required to access the License([ Matter and location -based data. You can change these at any time by contacting
<br />Fleet Solutions LLC or by accessing the website. Failure to protect your PIN, password or secret question, or improper use of the same,
<br />may result in teluhimation of the service, You acluhowledge that you, accept full responsibility for the use mid protection of your PIN,
<br />password, or secret question, and that Fleet Solutions LLC is not responsible if all unauthorized party uses these in ally way, You also
<br />consent that vendors working with Fleet Solutions (e.g., those providing roadside assistance) may use your PIN. password, or secret
<br />arcked USAFS Wan[EWnLrELEM 110Aa,eemem-S/01/r023
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