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• Implementation, distribution, training and management of unlimited scheduled user defined system reports.
<br />• Future set up of new reports and systems.
<br />• Facilitate internal user's group meetings to develop best practices each year.
<br />• Unlimited access to an assigned USA Fleet Solutions account manager and CSR
<br />3. FEES & PAYMENT. During the Term, you agree to pay us the applicable fees set forth in Attachments A & B the
<br />"Fees"). The total amount to be expended under the term of this Agreement shall not exceed $50,000. Customer agrees to
<br />compensate Fleet Solutions for services previously provided to Customer since March 1, 2025. Any amounts owed shall not
<br />increase the not -to -exceed amount listed in this Section. All other Fees will be invoiced to you upon shipment of the
<br />applicable items or provision of the applicable Services. Unless otherwise set forth in Attachments A & B, monthly service
<br />fees will begin at unit activation. All monthly service fees will be billed monthly in advance. Invoices are due on receipt. You
<br />must pay all amounts without offset.
<br />4. TERM AND TERMINATION. The initial term of this Agreement begins on March 1, 2025 and, unless terminated
<br />earlier as provided herein, continues set forth for duration listed in Attachment A (the "Initial Term"). Thereafter, the Term may
<br />be extended for two (2) additional one-year periods upon a writing executed by Customer's City Manager and City Attorney
<br />(each a "Renewal Term"), unless terminated by either party, with or without cause, upon thirty (30) days prior written notice.
<br />The Initial Term and Renewal Term are collectively referred to as "Term". Either party may terminate this Agreement at any
<br />time during the Initial Term with or without cause by giving sixty (60) days prior written notice to the other party. Customer's
<br />option to terminate this Agreement for any reason upon (60) days advance written notice must be accompanied by payment
<br />in full for, (a) all amounts due for services pursuant to the term of this Agreement, or (b) an early termination fee as stated in
<br />Attachment A per unit deactivated prior to the term of this agreement, and (c) all other services rendered by Company, unpaid,
<br />at time of notice.
<br />5. Limited Warranty. Fleet Solutions LLC provides a limited warranty that for the period as listed in Attachment A, for
<br />equipment purchased new, following the activation of equipment of Fleet Customer (the "Warranty Period"), the Equipment
<br />will not have defects in material and workmanship and during the Term: (a) Licensed Matter will be able to perform the data
<br />processing functions described in the applicable operating manuals; and (b) Services will be provided in a workmanlike
<br />manner. You may only make claims under this limited warranty during the Term by promptly notifying us after you learn of
<br />the facts supporting the claim. We will either repair or replace the non -complying Item or re -perform the Services; THESE
<br />ARE OUR ONLY OBLIGATIONS AND YOUR ONLY REMEDY FOR BREACH OF WARRANTY. We do not provide
<br />warranties on items acquired from others, even if acquired with our assistance. The limited warranties contained in this Section
<br />are void if you default. Unless otherwise agreed in writing, downtime is not a breach of this Agreement by us and will not
<br />entitle you to any refunds or credits. Fleet Solutions will not be liable for consequential, special, indirect or incidental
<br />damages, including lost profits or lost data, even if that party is told those damages may occur. We are not responsible for (a)
<br />delays in delivery, installation or providing the service, no matter who caused the delay; (b) anything outside our reasonable
<br />control or resulting from your breach; or (c) the operation of items if any item acquired from a third party is used with the
<br />items. You acknowledge that the TELEMATICS device is a wireless device and that the service provider cannot collect data
<br />from the TELEMATICS device once it travels beyond a certain range. The items and services are dependent on the coverage
<br />areas of wireless networks owned and operated by third parties. Coverage areas are approximate and do not cover significant
<br />portions of North America. Actual coverage and operation of the products depends on system availability and capacity, system
<br />and equipment upgrades, repairs, maintenance, modifications, relocation, terrain, signal strength, structural conditions,
<br />weather and atmospheric conditions, governmental regulations, and other, acts of God, and other conditions beyond Fleet
<br />Solutions reasonable control. The items may not operate in enclosed space, in building, between buildings, underground, or
<br />in canyons. The items and services are dependent upon the availability of the internet, which is owned and operated by and
<br />accessed through third parties. Fleet Solutions LLC does not warrant that the receipt of data, mapping information, and other
<br />content from the TELEMATICS device will be uninterrupted, or that the transmission of data, mapping information, and other
<br />content will always be timely or complete. You acknowledge that neither the device nor the service shall prevent and/or detect
<br />all vehicle problems guarantee that a customer vehicle will not break down or guarantee that customers will not incur vehicle
<br />repair bills. You acknowledge that the device should not be used in lieu of a vehicle warranty or standard vehicle maintenance.
<br />You acknowledge that the device does not detect failures in internally lubricated parts and systems not monitored by your
<br />vehicle's computer. You acknowledge that if the location -based data or location -based services are used to attempt to locate
<br />a vehicle (e.g. a stolen vehicle), Fleet Solutions LLC does not guarantee that the vehicle will be successfully located and/or
<br />recovered. In the event the device or the service is not actually available or is not functioning properly, we shall have the right
<br />to refuse to provide a replacement device or service.
<br />Revised USAPS SOURCEWELL TELEMATICS Agreement - 5/0112023
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