HomeMy Public PortalAbout2016-02 A Capital Project authorizing the expenditure of funds for the purchase of a police department wide global positioning sRESOLUTION NO. 2016 -2
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, AUTHORIZING THE EXPENDITURE
OF FUNDS FROM THE UNITED STATES DEPARTMENT OF
JUSTICE EQUITABLE SHARING PROGRAM AND THE
ISSUANCE OF A PURCHASE ORDER FOR VERIZON
(NETWORKFLEET, INC.) FOR THE PURCHASE OF A
POLICE DEPARTMENT -WIDE GLOBAL POSITIONING
SYSTEM FLEET TRACKING PRODUCT AND
MAINTENANCE, INCLUDING THE INSTALLATION AND
MONTHLY FEES FOR THE REMAINDER OF THE FISCAL
YEAR; PROVIDING FOR A WAIVER OF COMPETITIVE
BIDDING; PROVIDING FOR AUTHORIZATION; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village of Key Biscayne, Florida (the "Village"), and specifically, the
Village Police Department (the "Department"), desires to purchase and use Verizon's (Networkfleet,
Inc.) Global Positioning System Fleet Tracking and Maintenance Product (the "Product") to address
the Department's concern for the safety of its officers and for purposes of managing its fleet in a
more effective and efficient manner; and
WHEREAS, the Product improves patrol vehicle response time by allowing Department
dispatchers to determine which patrol vehicle is closest to a location in need of Departmental
services; and
WHEREAS, in addition to saving fuel and time, the Product will minimize the risk of patrol
vehicle involved accidents by allowing for shorter travel distances and also providing a more
immediate public safety response; and
WHEREAS, the Product qualifies as "law enforcement equipment" which is a permissible
use of funds from the United States Department of Justice Equitable Sharing Program (the "Federal
Sharing Program"); and
WHEREAS, the Village Council desires to authorize an expenditure from the Federal
Sharing Program to purchase the Product, as detailed by the purchase order attached hereto as
Exhibit "A;" and
WHEREAS, the Federal Sharing Program currently has ample funds resulting from assets
seized during joint investigations involving the Department and federal law enforcement agencies;
and
WHEREAS, this expenditure constitutes an officer safety purchase, which was not included
in the Department's operating budget costs/police equipment line item; and
WHEREAS, the Chief of Police has recommended purchasing the Product using funds from
the Federal Sharing Program as an authorized expenditure, and has determined that the proposed
expenditure complies with the Federal Equitable Sharing Agreement and Certification; and
WHEREAS, the procurement of the Product is pursuant to Section 2-86 of the Village Code
of Ordinances (the "Village Code"), as based upon the purchase transaction or pricing procured by
the U.S. General Services Administration, as another governmental authority, more particularly
reflected by Contract Number GS -07F -5559R, attached hereto as Exhibit "B;" and
WHEREAS, the Village Council finds that acquisition of the Product and adoption of this
Resolution is in the best interest of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY
BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the above -stated recitals are hereby adopted,
confirmed and incorporated herein.
2
Section 2. Purchase of Product Authorized; Specification of Funds. That the
purchase of the Product from Verizon (Networkfleet, Inc.) as described herein is approved and
authorized, subject to the condition that the cost of the Product shall not exceed the amount provided
for in the purchase order attached hereto as Exhibit "A." The funding source for purchasing the
Product shall be from the Federal Sharing Program.
Section 3. Waiver of Competitive Bidding. That pursuant to Section 2-86 of the
Village Code, competitive bidding procedures required by the Village Code are waived for the
purchase of the Product.
Section 4. Village Manager Authorized. That the Village Manager is authorized to
take any and all steps necessary to implement the intent and purpose of this Resolution.
Section $. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED AND ADOPTED this 12th day of January 2016.
MA YRA PENA LINDSA
AT
i/a/(11;k11
CONCHITA H. ALVAREZ, MMC, VILLAGE CLE
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
VILLAGE ATTORNEY
3
DocuSign Envelope ID: 81B5AE78-E72E-4466-81ED-8C10E2610307
Exhibit "A"
Networkfleet Hardware & Service Order
Per the Terms and Conditions of Networkfleet's GSA Contract# GS -07F -5559R
Please review populated fields and complete others as directed. For questions, please inquire with your sales contact.
Order Information
Date
October 29, 2015
Order Type
New Business
Purchased Type
Purchase
Pricing Set -Up
Account Level
Contract Type
GSA Contract# GS -07F -5559R
Customer #
VILL019
PO # (only for
purposes of Including
on invoice)
Account Sub Type
PUBLIC SECTOR
Term
12 Months
Sales Contact
Lenny Mangaroo
lenny.mangaroo@verizon.com
Company Information Accounts Payable
Company Name
Village of Key Biscayne
Name
Made i i ne Lopez
DBA
Phone
d05db55555
Address
88 W McIntyre St
Email
m Iopezaakbpd. net
City
Key 81 scayne
Fleet Website User
State
FL
Main User Name
KBPD I.T.
Zip
33149-1846
Main User Email
itOkbpd.net
Country
us
Time Zone
Eastern
Products & Services
Item Description
Code
Qty
Unit
Price
One Time
Total/
Monthly
Recurring
Total
5200N3VD GPS
5200N3VD
2
$80.00
$160.00
5500N3VD GPS Diagnostics
5500DN3V
37
580.00
$2,960.00
Light Duty Hamess plus OBD-II Adapter Kit (5500/5200)
PART
37
$30.23
$1,118.51
Base Installation - Plug/Play or 3 Wire
(-
INSTALL-
UNIT
41
$65.00
$2,665.00
Universal Harness (5200)
PART
2
$9.57
$19.14
Asset Guard N2VD PW
1002DN2V
2
$150.00
$300.00
5500 monthly service fees
5500MS
37
$18.95
$701.15
5200 monthly service fees
5200MS
2
$17.00
$34.00
Total One Time Purchase
Total Monthly Recurring
$7,222.65
$735.15
Additional Terms & Conditions
Networkfleet GSA Contract# GS-07F.5559R Order Form
020114
DocuSign Envelope ID: 8165AE70-E72E-4466-81 ED -8C1 CE2610307
Shipping Procedures
Shipping Method'
Ground
' Shipping and/or applicable taxes are not included in the above pricing. Any applicable shipping and taxes will be applied to your Invoice.
Ship to Address #1
Company
Village of Key Biscayne
Contact
Charles R. Press
Street Address
88 West McIntyre Street
City
Key Biscayne
State
t t
Zip
31149
Country
USA
Phone
305363bSS5
Items to ship to this address:
Terms and Conditions
This order is pursuant to the Terms and Conditions of Networkfleet's GSA Contract# GS -07F -5559R only. The PO# if listed above is
only for purposes of including as a reference on the invoice and any terms and conditions from a PO supplied by Village of Key
Biscayne are rejected, void and have no force and effect. By providing your electronic signature you agree that Networkfleet is
authorized to charge the credit/debit card provided on this order form, or to charge the credit/debit card already on file, on a periodic
basis for the amount due under Village of Key Biscayne's account with Networkfleet. For existing Networkfleet Customers, the
credit/debit card number provided on this order form will replace any previously provided credi/debit card. You acknowledge,
guarantee, and warrant that you are the legal card holder for the credit/debit card provided and that you are legally authorized to enter
into a recurring billing arrangement with Networkfleet. If no credit card/debit card is provided on this order form or has been previously
provided, then subject to a credit review, Networkfleet may grant credit terms. You will be notified separately by Networkfleet of your
credit terms if granted. You understand that in order to make any alternate payment arrangements, you will contact Networkfleet in
writing at accountsreceivable@networkfleet.com ten (10) days prior to the scheduled charge date to make the appropriate changes
which require Networkfleet's written consent. This order is subject to acceptance by Networkfleet and is not binding on Networkfleet
until it has been accepted by Networkfleet by either sending you notice of acceptance or the shipment of the products you have
ordered. You acknowledge that Village of Key Biscayne has the power and authority to enter into thls agreement and to perform its
obligations hereunder, that the individual signing on behalf of Village of Key Biscayne has authority to do so, and that Village of Key
Biscayne agrees to all of the terms and conditions of Networkfleet's GSA Contract# GS -07F -5559R and agrees that this order is
enhirrrf sMelx fn fhb fbrnic and rnnriifinnc of Ncrurnrbfk aee (_CA r`nnlrar40 r_c_n]F_rn,00Q
Customer Signature
Name
Charles R. Press
Sign Here
oSli#� d n by:
''Oxx�t
CLt v_s K. PYtss
600/438123AM487
Title
chief of Police
Email
cpress@kbpd. net
Date
12/23/2015
Networkfleet GSA Contract# GS•07F-5559R Order Form
020114
Exhibit "B"
GSA
U.S. General Services Administration
GENERAL SERVICES ADMINISTRATION
FEDERAL SUPPLY SERVICE
AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST
On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the
option to create an electronic delivery order are available through GSA Advantage!, a menu -
driven database system. The Internet address for GSA Advantage! is:
htto://www.osaad/antadacrov
General Services Administration
Federal Supply Service
Total Solutions for Law Enforcement, Security, Facilities Management,
Fire, Rescue, Clothing, Marine Craft and Emergency/Disaster Response
Schedule 84
CONTRACT NUMBER:
GS -07F -5559R
PERIOD COVERED BY CONTRACT:
JANUARY 1, 2010 THROUGH DECEMBER 31, 2019
Networkfleet, Inc.
6363 Greenwich Drive
Suite 200
San Diego, CA 92122
(P): 858.450.3245
(F): 858.450.3246
www.networkfleet.com
General Services Administration
Supplement #PO -0041 dated August 18, 2015
DUNS: 85-842-6260
For more information on ordering from Federal Supply Schedules click on the FSS Schedules
button at htto://www.fss.dsa.gov.
la.
Table of awarded special item number(s) with appropriate cross-reference to item descriptions and
awarded price (s).
SIN 426-4Q: VEHICLE MONITOR (TRACKING) SYSTEMS
1 b. Identification of the lowest priced model number and lowest unit price for that model for each
special item number awarded in the contract.
Please see pricing table for pricing information.
lc. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles,
experience, functional responsibility and education for those types of employees or subcontractors
who will perform services shall be provided. If hourly rates are not applicable, indicate not
applicable for this item.
Not Applicable
2. MAXIMUM ORDER:
$200,000.00
3. MINIMUM ORDER:
$100.00
4. GEOGRAPHIC COVERAGE (DELIVERY AREA):
FOB Origin to the 50 United States, District of Columbia and Puerto Rico.
5. Point(s) of production (city, county, and State or foreign country).
Networkfleet, Inc.
6363 Greenwich Drive, Suite 200
San Diego, CA 92122
(P): 858.450.3245
(F): 858.450.3246
6. Discount from list prices or statement of net price.
GSA Nat pricing shown in pricing tables provided.
7. QUANTITY DISCOUNTS.
GSA Net pricing shown in pricing tables provided.
8. PROMPT PAYMENT TERMS:
0%, Net 30 Days
9a. Government purchase cards are accepted at or below the micro -purchase threshold.
9b. Government purchase cards are accepted above the micro -purchase threshold.
10. FOREIGN ITEMS (LIST ITEMS BY COUNTRY OF ORIGIN):
Please see Country of Origin Information in attached pricing table.
11a. TIME OF DELIVERY:
Thirty Days ARO
NehwrMteet, Inc.
GS -07P -5559R Paget
MS`s `,11)XO IDLIP S o
Title Transfer occurs at the time of shipment
11 b. EXPEDITED DELIVERY:
Please contact Networkfleet for expedited delivery information.
11c. OVERNIGHT AND 2 -DAY DELIVERY:
Please contact Networkfleet for expedited delivery information.
11d. URGENT REQUIREMENTS:
Please contact Networkfleet for expedited delivery information.
12. F.O.B. POINT(S).
Origin
Title Transfer occurs at the tirne of shipment
13a. ORDERING ADDRESS:
Networkfleet, Inc.
6363 Greenwich Drive, Suite 200
San Diego, CA 92122
(P): 858.450.3245
(F): 858.450.3246
13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket
Purchase Agreements (BPA s), and a sample BPA can be found at the GSAJFSS Schedule
hornepage fss.gsa.gov/schedules.
14. PAYMENT ADDRESS.
Networkfleet, Inc.
P.O. Box 975544
Dallas, TX 75397.5544
(P): 858.450.3245
(F): 858.450.3246
15. WARRANTY PROVISION.
The following is Networkfleet's commercial limited warranty which applies to goods and
services purchased off Networkfleet's GSA Schedule Contract. AO references to Customer
apply to the entity purchasing goods and services from Networkfleet under this GSA
Schedule Contract.
LIMITED WARRANTY. fa) Networkfleet warrants to Customer that Devices (other than
an Asset Tracker device) which were purchased new from Networkfleet by Customer on or
alter April 1, 2013 will be free from defects in material and workmanship that prevent the
Device from functioning in accordance with its specifications for the entire period of your
ownership of such Device, provided however, Networkfleet will have no obligation with
respect to such warranty at any time Customer has a past due balance for unpaid Fees.
Networkfleet warrants to Customer that Devices which were purchased new from
Networkfleet by Customer between May 1, 2010 and March 31, 2013 will be free from
defects in material and workmanship that prevent the Device from functioning in
accordance with its specifications for a period of three (3) years fallowing the initial
activation of such Device.
Nehverkfleet, i,w.
GS -07F -5559R Page 3
(b) Networkfleet warrants to Customer that Asset Tracker devices (excluding the
battery) which have been purchased new from Networkfleet by Customer wit be free from
defects in material and workmanship that prevent the device from functioning in
accordance with its specifications for a period of three (3) years following the initial
activation of such device.
(c) Networkfleet warrants to Customer that all accessories which are purchased new
from Networkfleet by Customer will be free from defects in material and workmanship that
prevent them from functioning in accordance with their specifications for a period of one
(1) year from the date of shipment.
(d) Networkfleet warrants to Customer that installation services provided by
Networkfleet or its authorized subcontractors will be free from defects in workmanship for
a period of one (1) year following completion of such installation services. To the extent
Customer purchases an extended installation warranty, Networkfleet warrants to Customer
that any extended warranty installation services shall be free from defects in workmanship
for the entire period of your uninterrupted use of the Device pursuant to this Agreement
subject to such installation service, provided however, Networkfleet will have no obligation
with respect to such extended installation warranty at any timo Customer has a past due
balance for unpaid Fees.
(e) Warranty claims must be made by notifying Networkfleet in writing promptly after
Customer learns of the facts supporting a warranty claim, as specified in Networkfleet's
then -current applicable warranty policy. The policy is located at
http;/(info.networkfleet.com/rsinetworkfleet/images/Warranty.pdf. Subject to Exclusions
and the provisions of Networkfleet's then -current applicable warranty policy, Networkfleet
will, at its discretion, either repair or replace any non -complying Device with a Device of
equivalent functionality, and, if applicable, remedy any defects in the installation of the
Device.
(f) THE REMEDIES IN THIS SECTION ARE NETWORKFLEET'S ONLY OBLIGATION AND
CUSTOMER'S ONLY REMEDY FOR BREACH OF ANY WARRANTY.
EXCLUSIONS. The Limited Warranty and Support Services provided by Networkfloet do
not include repair, replacement or correction of any defect, damage or malfunctions caused
by: (1) for installation not performed by Networkfleet or its authorized subcontractors,
failure to properly install the Devices as described in the Networkfleet installation guides;
(11) accident, negligence, theft, vandalism, operator error, misuse or acts of God; (iii) failure
of the facilities Customer uses to access the Networkfleet Website or failure to conform to
Networkfleet specifications; (iv) modifications, attachments, repairs or unauthorized parts
replacements per -formed by Customer or any third party not authorized by Networkfleet; or
(v) use by Customer of hardware or software not provided or approved by Networkfleet.
Customer will be responsible for the cost of Support Services provided by Networkfleet
caused by any of the foregoing.
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED DEVICE AND
INSTALLATION WARRANTY SET FORTH HEREIN, NETWORKFLEET MAKES NO
WARRANTY OR GUARANTEE OF ANY KIND WITH RESPECT TO THE DEVICES AND THE
NETWORKFLEET SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE
LAW, NETWORKFLEET DISCLAIMS ALL 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; AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE. NETWORKFLEET DOES NOT WARRANT
THAT THE RECEIPT OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM
THE DEVICES WILL BE AVAILABLE AT ALL TIMES, AT ALL GEOGRAPHIC LOCATIONS,
UNINTERRUPTED OR ERROR -FREE, OR THAT THE TRANSMISSION OF DATA, MAPPING
INFORMATION, AND OTHER CONTENT FROM NETWORKFLEET TO CUSTOMER OR TO
THE CUSTOMER WEBSITE PAGES WILL ALWAYS BE ACCURATE, TIMELY OR COMPLETE.
Networkfleet, Inc. GS-07F.5559R Page 4
16. EXPORT PACKING CHARGES, IF APPLICABLE.
Not applicable
17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE (ANY
THRESHOLDS ABOVE THE MICRO -PURCHASE LEVEL).
The Govornment purchase card is accepted above the micro -purchase threshold.
18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE).
Not Applicable
19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE).
If Networkfleet accepts an order for Device installation services, Networkfleet or its
contractors will install tho Device in the applica ble Vehicle at a mutually agreed location, in
accordance with Networkfleet's Installation Policy, located at
http:llinfo.networkfleet.comlrs/networkfleet/images/Installation_Policy.pdf, as it may be
amended from time to time, which is available at the Networkfleet Website. The Parties will
use reasonable efforts to schedule and complete the installation during normal working
hours within thirty (30) days of the dato the order for installation services was accepted.
Before proceeding with any installation that involves more work than is standard and
customary, Networkfleet will advise and obtain Customer approval for the additional foes
involved for such installation. Customer acknowledges and agrees that installation of the
Device may involve drilling holes, rewiring and other similar alterations to the Vehicle and
that Networkfleet has no obligation to restore the Vehicle after removal of the Device. The
detailed processes and procedures can be found in Networkfleet's Installation Policy.
20a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS
AND ANY DISCOUNTS FROM LIST PRICES (IF APPLICABLE).
Not applicable
20b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE)
NETWORKFLEET LICENSE. (a) During the time that Customer is entitled to receive
Networkfleet Services hereunder, Networkfleet grants to Customer a non exclusive, non
transferable license to (i) use the Networkfleet Services in the United States and such other
countries as may be approved by Networkfleet in writing, (ii) access and use the Customer
Website Pages, and (iii) use the firmware and software included in the Devices, solely for
use in connection with the Networkfleet Services, and as provided in these Terns and
Conditions. Redistribution or resale of the Networkfleet Services by the Customer is
prohibited without prior written consent.
(b) Networkfleet Data Services, if applicable, are subject to the then current
"Networkfleet Data Services Use Policy and Procedure" which is located at
http:llinfo.networkfleet.comlrs/notworkfleeUimages/Data_Services Use_Policy.pdf, and
may be updated from time to time.
Title Transfer occurs at the time of shipmont.
CUSTOMER OBLIGATIONS. (a) Customer shall limit its use of the Devices, Networkfleet
Services, Networkfleet Website, and Customer Website Pages to their intended purposes
and shall com ply, and cause its employees and agents to comply, with all applicable laws
and regulations and with Networkfleet's Website Acceptable Use Policy, and Privacy Policy
which aro available on the Networkfleet Websito. Customer shall inform its drivers of
Vehicles that such Vehicle has been enabled for Networkfleet Services and that the
Networkfeei, Inc. GS -07F -5559R Page 5
Networkfleet Services include the collection of data points associated with the Vehicle's
Vocation and mann er of operation.
NETWORKFLEET IS NOT RESPONSIBLE FOR LIABILITIES OF ANY KIND RESULTING
FROM DELAYS IN DELIVERY, INSTALLATION OR PROVIDING NETWORKFLEET OR OTHER
SERVICES, REGARDLESS OF THE CAUSE OF THE DELAY. CUSTOMER UNDERSTANDS
AND AGREES THAT NETWORKFLEET CANNOT GUARANTEE THE SECURITY OF
WIRELESS TRANSMISSIONS, AND THAT THEY SHALL NOT BE LIABLE FOR ANY
DAMAGES OF ANY KIND RESULTING FROM AN ALLEGED OR ACTUAL LACK OF
SECURITY RELATING TO CUSTOMER'S USE OF THE NETWORKFLEET SERVICES. (c)
CUSTOMER UNDERSTANDS AND AGREES THAT: (i) THE DEVICE IS A WIRELESS DEVICE
AND THAT THE NETWORKFLEET SERVICES WORK BY USING WIRELESS
COMMUNICATIONS NETWORKS TO CONNECT THE DEVICES WITH NETWORKFLEETS
DATA CENTER AND BY USING GPS (GLOBAL POSITIONING SYSTEM) TO DETERMINE A
VEHICLE'S LOCATION; (ii) THE NETWORKFLEET SERVICES WILL NOT OPERATE
UNLESS A VEHICLE IS IN AN AREA THAT HAS ADEQUATE WIRELESS COMMUNICATIONS
COVERAGE AND, EVEN IF A VEHICLE IS IN SUCH AREA, THE NETWORKFLEET SERVICE
IS SUBJECT TO WIRELESS SERVICE NETWORK AND TRANSMISSION LIMITATIONS AND
MAY BE ADVERSELY AFFECTED BY TERRAIN, SIGNAL STRENGTH, WEATHER AND
ATMOSPHERIC CONDITIONS, OR OTHER THINGS THAT NETWORKFLEET DOES NOT
CONTROL; AND (iii) INFORMATION ABOUT A VEHICLE'S LOCATION WILL NOT BE
AVAILABLE UNLESS THE DEVICE IN THE VEHICLE IS ABLE TO RECEIVE GPS SIGNALS.
Neither Networkflect or the Customer will be liabre for consequential, special, indirect or
incidental damages, including lost profits or lost data, even if that party is informed that
those damages may occur. Networkfleet's cumulative liability under contract, tort, strict
liability or other legal theory shall not exceed the greater of the amount paid or payable to
Networkfleet under this Agreement during the six (6) months prior to the date the liability
accrues for a claim, except in the instance of the Customer's failure to pay amounts due
under this Agreement.
CONFIDENTIALITY. Each party as a Receiving Party will protect Confidential Information of
the Disclosing Party against any unauthorized use or disclosure to the same extent that the
Receiving Party protects its own Confidential Information of a similar nature against
unauthorized use or disclosure, but in no event will Receiving Party use less than a
reasonable standard of caro to protect such Confidential Information. The Receiving Party
will not use or disclose any Confidential Information of the Disclosing Party for any
purpose other than as: (a) reasonably necessary to perform its obligations under this
Agreement; (b) expressly permitted by this Agreement; (c) required by applicable law
(provided that the Receiving Party shall notify the Disclosing Party of such required
disclosure promptly and cooperate with tho Disclosing Party, at the Disclosing Party's
reasonable request and expense, in any lawful action to contest or limit such required
disclosure; or (d) consented to in writing by the Disclosing Party. The parties further agree
that any obligations to protect Confidential Information set forth herein shall survive
termination of this Agreement for a period of three (3) years from the termination of this
Agreement, except that as to any Confidential Information deemed a "trade secret" under
applicable law, such obligations shall continue for so long as such information is deemed a
trade secret. The provisions of this Section are necessary for the protection of the
business and goodwill of the Disclosing Party and are considered by the Receiving Party to
be reasonable for such purpose. The Receiving Party agrees that any breach of these
provisions may cause the Disclosing Party substantial and irreparable damages and,
therefore, in the event of any such breach, in addition to other remedies which may be
available, the Disclosing Party shall have the right to seek specific performance and other
injunctive and equitable relief.
Networkffeet Inc.
GS -07F-555916 Page 6
PROPRIETARY RIGHTS. Customer acknowledges and agrees that the Devices, the
Networkfleet Service and the Networkfleet Website may include patent, copyright,
trademark, service mark, trade secrets, or other intellectual property rights (collectively
"Proprietary Rights") of Networkfleet, its affiliates or the Service Partners and that
Networkfleet, its affiliates andlor the Service Partners retain title to and ownership of those
Proprietary Rights and any and all improvements, modifications, fixes or enhancements
made by or for Networkfleet, its affiliates and/or the Service Partners to the Devices, the
Networkfleet Service or the Networkfleet Website, regardless of whether such items or
services are created or suggested by Customer. Customer will not copy, modify, reverse -
engineer, disassemble, translate, convert or decompile any software or firmware included
in any Device, the Networkfleet Website or Networkfleet Services, or otherwise provided to
Customer by or on behalf of Networkfleet, and will not disclose such software or provide
access to the Devices, such software or any Networkfleet Services to any third party for
such a purpose. Customer agrees that with respect to Networkfleet Services, it shall not,
nor shall it permit any third party to (a) assign, transfer, tease, rent, sell, distribute or
import such Networkfleet Services to any third party; (b) except with the express written
consent of Networkfleet, combine, embed or incorporate the Networkfleet Services into any
other product or service other than any Customer -owned or developed interface for
purposes of receiving the data feed delivered from the Networkfleet Devices; (c) remove or
alter any proprietary notices in the Networkfleet Services; (d) use the Networkfleet
Services in connection with the transmission, sale, license, or delivery of any infringing,
defamatory, offensive, or illegal products, services, or materials; (e) use the Networkfleet
Services in any manner that threatens the integrity, performance, or availability of the
Notworkfleet Service; or (f) use the Networkfleet Service in any manner that violates local,
state or federal laws, regulations or orders.
MODIFICATIONS; WEBSI1 E MAINTENANCE. Networkfleet may alter or modify all or part of
the Devices, the Networkfleet Services or the Networkfleet Website from time to time;
provided that Networkfleet shall not intend for such alterations or modifications to
materially adversely affect Customer's use of the Networkfleet Services or Networkfleet
Website. Subject to the foregoing, such alterations and modifications, or both, may
include, without limitation, the addition or withdrawal of features, information, products,
services, software or changes in instructions. Networkfleet reserves the right to perform
scheduled maintenance for the Networkfleet Services and Networkfleet Website from time
to time. This may include application and database maintenance as well as general website
maintenance and may or may not involve Networkfleet Website and Networkfleet Services
unavailability.
SERVICE PARTNERS. Nothing set forth in an Accepted Order Form or in these Terms and
Conditions gives Customer any specific rights with respect to, nor does it create a contract
between Customer and the Service Partners. The Service Partners have no legal, equitable
or other liability of any kind to Customer, and Customer hereby waives any and all claims
or demands therefor. Customer is not a third -party beneficiary of any agreement between
or among Networkfleet and the Service Partners, but the Service Partners are intended third
party beneficiaries of this Agreement, and the protections set forth in these Terms and
Conditions, including, among other things, the disclaimers of warranties, limitations of
liability, and indemnification provisions, do apply to the Service Partners.
The Networkfleet Website includes aerial, satellite imagery from Digital Globe, one of the
Service Partners, as a mapping option. If Customer uses such mapping option, Customer
agrees to comply with the terms of use contained in Digital Globe's End User License
Agreement displayed at
httpalinfo.networkfleet.comlrslnetworkfleet imageslDigitalGlobe Product EULA.pdf
TRAINING AND SUPPORT SERVICES. (a) Customer will designate one or more
employee(s) to act as the coordinators) for Customer's use of the Devices and the
Networkfleet Inc.
GS -07F -5559R Page 7
Networkfleet Services and will require such coordinator(s) to participate in the Device and
Networkfleet Services training provided from time to time by Networkfleet. (b) During the
time Customer is entitled to receive Networkfleet Services, and subject to Exclusions,
Networkfleet or its designee will provide Customer with reasonable amounts of telephone
or e-mail consultation and technical assistance regarding the Devices and Networkfleet
Services during Networkfleet's regular working hours. Customer may call Networkfleet or
its designee at (866) 227-7323 or e-mail inquiries to care@networkfleet.com for support
services.
DATA. Customer represents and warrants that it has all necessary rights and authority
with respect to the data collected from Customer and its vehicles and transmitted through
Customer's use of the Devices, the Networkfleet Services and the Networkfleet WebsIto
("Business Data") and that Customer approves and grants to Networkfleet, its affiliates and
the Service Partners the nonexclusive license and right to collect, access, copy and use the
Business Data in the course of performing the Networkfleet Services. Customer further
grants to Notworkfloot and its affiliates the perpetual right and license to use such
Business Data as needed to analyze, measure and optimize the performance of the Devices
and the Networkfleet Services and to devolop new offerings for Customer and others,
including the development of data products provided, however, that such use of Business
Data shall be in an anonymous form.
DEFINITIONS. When used in these Terms and Conditions, the following terms, when
capitalized, shall have the meaning set forth below:
"Accepted Order Form" means an Order Form which has been executed by Customer
and accepted by Networkfleet.
"Confidential Information" rneans any non-public or proprietary information of a party
(the "Disclosing Party") which is obtained by the other party (the "Receiving Party") in the
course of activity pursuant to this Agreement, including information which is disclosed on
an Order Form, or in connection with the provision to, and use by, Customer of
Networkfleet products and services, whether such information is disclosed in oral, written,
graphic, electronic or any othor form. Confidential Information does not include any
information that: (a) was known to the Receiving Party prior to receiving the same from the
Disclosing Party; (b) is independently developed by the Receiving Party; (c) is acquired by
the Receiving Party from another source that has the right to disclose such information
without restriction as to use or disclosure; or (d) is or becomes part of the public domain
through no fault or action of the Receiving Party.
"Customer Website Pages" moans the web pages on the Networkfleet Website which
are designated by Networkfleet for use by Customer.
"Devices" means the Networkfleet wireless device or devices identified on an Accepted
Order Fonn.
"Order Form" means an order form provided by Networkfleet to Customer, pursuant to
which Customer orders Devices, andlor Networkfleet Services.
"Networkfleet Services" means the services offered hereunder by Networkfleet, from
time to time, including, but not limited to: (a) collection of diagnostic andlor location
information from a Vehicle; (b) analysis, delivery and posting of Vehicle information to the
Networkfleet Website; (c) notification to Customer andlor a designated third party by e-mail
of certain events or Vehicle information; (d) Customer access and usage of Customer
Website Pages; (e) Device installation services; but only to the extent such services are
identified on an Accepted Order Form; (f) any proprietary data feed or elements thereof or
any application programming interfaces (API's) provided by Networkfleet, ("Networkfleet
Data Services") but only to the extent such services are identified on an Accepted Order
Form; and (g) any professional services provided by Networkfleet as set forth on a
Professional Services Addendum attached hereto.
Networkfleet, Inc.
GS-07F.5559R Page e
"Networkfleet Website" means the Networkfleet webslte currently located at
www.networkfleet.com.
"Service Partners" means the companies that Networkfleet works with, from time to
time, to provide the Networkfleet Services, including, but not limited to, wireless service
carriers, installers, website operators, mapping data providers and licensors.
"Vehicle" means an on -road vehicle, off -road vehicle andlor stationary or movable
equipment owned or under the control of Customer, which is equipped with a Device.
21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE).
Not Applicable
22. UST OF PARTICIPATING DEALERS (FOR STATE AND LOCAL ORDERS ONLY; FEDERAL
ORDERS ARE PROCESSED ONLY BY NETWORKFLEET).
Not Applicable
23. PREVENTIVE MAINTENANCE OF APPLICABLE).
Not Applicable
24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency,
andlor reduced pollutants).
Not Applicable
24b. If applicable, indicate that Section 508 compliance information is available on Electronic and
Information Technology (EIT) supplies and services and show where full details can be found (e.g.
contractor s website or other location.) The BIT standards can be found at: www,Section508.00v/.
Not Applica bin
25. DATA UNIVERSAL NUMBER SYSTEM (DUNS) NUMBER.
85-842.6260
26. Notification regarding registration in Central Contractor Registration (CCR) database.
CAGE CODE # 3F8C9, updated CCR registration
Networkfleet, Inc.
GS -07F -5559R Page 9
GSA PRICE LIST
SIN Manufacturer Part Number Product Description
HARDWARE
GSA/rim Warranty COO
42645
426-45
426.40
SERVICES
Networkfleet
Network(leet
Networkneet
52006
55006
10008200/1000920.0
Networkfleet GPs Only Unit
Netwerkfleel G5P and Dia6nasdcs Unit
Networkfleet Asset Guard O8/PW
$ 80.65
5 88.00
5160.011
see T&CS
see T&C5
see T&CS
U5
US
US
42645
Netw0rk0 get
300034121
Wireless Service for 3500- menthly fee for 12 month contract
0 18.95
See T&Cs
U5
4264(1
Networkfleet
420034121
Wireless Service for 4200- monthly leek, 12 month contract
$ 17.95
see MC,
U5
426.45
Networkfleet
320034125
Netvmrk4get GPS only monthly monitoring fee (S200)
$ 17.95
see T&Cs
US
42640
Networkfleet
550051125
Networkllget GCS and Diagnostics ,,00hty monitoring fee(5500)
118.95
seer&Cs
U$
42640
Nenvarklleet
AGFR
Network(' get monthly monitoring fee (As ctGu4r380/PW1
$ 13.95
seeT&Cs
U5
426'Q
Network0eel
CONNECTMS
Ga rmin CONNECT fee
$ 1.95
sec T&Cs
35
426-40
Network(' eel
558835,45
GO Second Configurable Update Rate
$ 4.00
seeT&Cs
1.15
426-40
Network('eet
CUR455M5
45 Swond Confgurable Update Rate
5 6.00
seer&Cs
US
42645
Networkfleet
CUR305M9
30 Second Configurable Update Rate
5 6.00
seeT&Cs
US
426.45
Network0ect
000151511
15 Second Configurable Update Rate
5 12.00
seeT&CS
U5
ACCESSORIES
42640
Networkfleet
PA8T5443
6pin Harness
$ 33.50
SeeT&Cs
US
42645
Networ67get
PART5044
9 Pin Harness ve/square Ranee
5 33.50
seeT&Cs
US
426-45
Networkfleet
PART5045
9 Pin Harnessw/D mount
3 3350
SeeT&Cs
US
420.40
Networkfleet
PART5046
Universal Harness (3 wire)
$ 9.57
seer&Cs
US
42045
Networkfleet
PAATS047
OBD Harness
5 3350
seeT&C5
US
42645
Nemorkfleet
PART5059
QUleklnstall Harness
$ 9.57
seeT&Cs
US
42645
Network)get
PAR75030
Reinstallation lilt
$ 3.00
see T&Cs
US
42640
Networkleet
PART5031
Tamper Resistant Zip Ties (100 p er pack)
$ 50.00
seeT&Cs
U5
4264Q
Networkfleet
PA0T5040
Window -Mount GPS Antenna Me dui 2(5500/5200)
$ 35.00
seeT&Cs
US
42640
Networkfleet
PART5091
Sensor Input Harness 15500/5200)
$ 10.00
SeeT&Cs
US
426.45
Networkfleet
PAR19042
OB5.11 Adapter xk only including Core Connector & 8 Adapters (5500/5
5 20.00
SeeT&Cs
U5
42644
Networkfleet
PART5052
030 Harness Extension
$ 1000
seeT&[8
U5
426411
Networklleet
PART5049
Alternate Power Adaptor(5500/5200)
5 20.00
seer&C5
U5
42640
Network(' get
PART5053
Garmin FMI 45 Cable with Traffic for CONNECT
514595
seeT&Cs
US
42640
NeMvrk('get
PART5054
Garmin 0MI Modified Cable
$ 55.00
seeT&Cs
US
42645
Network('eet
PART5057
Pelican Micro Case for 520030/ 15' Universal Harness
$ 7495
seeT&Co
u5
42644
Networ sleet
A-PEM001
PEM Pert Expansion Mndola
$140.00
seeT&Cs
U5
42640
Networkfleet
PAR15166
Asset Guard 80 Replacement Battery (1)
$ 7500
See6&rs
U5
42645
Nelwork9eol
2A075056
Asset Goa rd BK Maonet Mount 00 (set of4)
$ 75.00
820764
U5
42640
Networkfleet
PART5002
Driver ID Reader Adapter
9 3000
U5
40645
Networkloet
PART5000
Driver ID Reader
$ 1500
seeT&Cs
8227603
U5
426.45
Nelworkfl get
PART5561
Driver lD Key
$ 3.50
Set T&Cs
U$
42040
Networkfleet
PART5070
leaf nlfeoW Duty Harness
5 3100
seeT&Cs
VS
420.44
Networkfleet
PART5070
/dogtooth Extension
1 -
seeT&Cs
115
42644
Networkfleet
PART5037
Driver ID Reader Audible
5 1500
.4236(8
US
426-45
Network6eet
DATA001
Data Services (Web Smvices)Setup fee
$ -
see3&Cs
U5
42645
Netwo,k0 eel
DATA002
Data Servic.0(Data Cnnnocl) Setup fee
5 -
seeT&Cs
U5
MSTALLA3ION
426-411
Networkfleet
I -INSTALL -UNIT
Base installation- PI ug/P lay or 3 Wire
5 6500
seeT&CS
115
42645
Networ6Fl,,1
1 -SWAP -UNIT
Device Swap
$ 65.00
SeeT&Cs
U5
42645
Network/left
I -TRANSFER -UNIT
Device -Transfer
$ 6500
5eeT&Cs
US
426-40
Networkfleet
I -TROUBLESHOOT -UNIT
Troubleshoot
$ 0500
seeT&Cs
42645
Networkfleet
I-IN57At,-FMI
Wid-On to Base Installation Manage)
0 35.00
seeT&Cs
US
US
42645
Networkfleet
I-INSTALL-5EN50R
Add -On to Base lnslalfa lion (Sensor)
$ 6500
sNT&Cs
US
426-45
Nelworlaees
I -INSTALL -AG
Asset Guard Installation (nx/PW)
$ 65.00
see T&Gs
U5
42645
Nelworkftees
I4NSTALL-PMC
Add -0n to Base Installation (Pei ie an Micro Case)
5 3500
seeT&CS
US
426.45
Netw0rk0133
1•INSTALL-PEM
Add -0n t4 Base Installation (Port Expansion Module)
$ 3500
US
42645
Networkfleet
146S7800DID
Add -On to Base Installation (Driver 10 or Audible Driver ID)
$ 35.00
seeT&Cs
seeT&Cs
US
426.44
Networkfleet
I-INSTALL-8TE
Add -On to Base Installation (Bluetooth)
$ 5500
U$
42645
Netwer Idled
TRAINING -HALF
1/2 Day Installation Training
$150.00
seeT&Cs
42645
Nene°, kfteet
TRAu46G-FULL
Full Day Installation Training
5300.00
seeT&Ct
see T&Cs
US
US
Network/lee Inc.
0S -07F -5559R
Page 10