HomeMy WebLinkAboutContract 39173 (2) 4r_ networkfleet
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NetworkfleetAgreementNo. CITY SECRETARY q I�
NETWORKFLEET,INC.
CONTRACT NO. I
CUSTOMER AGREEMENT COVER PAGE
This Customer Agreement(the"Agreement'),dated and effective as of the effective date set forth below(the"Effective Date")is made and
entered into by and between Networkfleet,Inc.("Networkfleet')and the customer identified below("Customer"). This Agreement includes,and
incorporates by this reference,Attachments A and B and the other Attachments marked below,if any:
Attachment A-Standard Terms and Conditions
Attachment B—Fee Schedule
O Attachment C—Credit Card Enrollment Form
X Attachment D—Credit Application and Automatic Payment Enrollment Form(will be executed separately)
Attachment E—Existing Devices Information Form
X Addendum to Customer Agreement Standard Terms and Conditions between The City of Fort Worth and
Networkileet,Inc.
Commercial Terms:
Number of Existing Initial Devices:
Number of Initial Devices Purchased:
Number of Devices for Installation Services
Pricing:
Initial Monthly Networkfleet Service Fee: $ per Device per month
Total Device Purchase Price: $ ($ per Device)
Total Device Installation Fees $ for installation in Vehicles
CUSTOMER ACKNOWLEDGES THAT IT HAS RECEIVED,READ,UNDERSTANDS AND AGREES TO BE BOUND BY THE
PROVISIONS CONTAINED IN THIS COVER PAGE AND ALL ATTACHMENTS INCLUDED IN THIS AGREEMENT. This
Agreement does not constitute an offer by Networkfleet. This Agreement will not be effective unless and until it has been signed and accepted by
Networkfleet.
Customer: Networkfleet:
Networkfleet,Inc.
By: By:
Name: _Fr-n ..,A0 Cos+1 Name:
Title:. Asp M� « Title:. k1tAJ1
Date Signed: 9)(2.9_09 Date Signed: G(ZS Ld5
Contact Address: t obo-TF��k�.��-�, St. Contact Address: 6363 Greenwich Drive,Suite 200
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Contact Email Address: icrr,a,clo.costa�'�orE.,�rFL.9o�-�_j Contact Email Address:
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Networkfleet Agreement No.
ATTACHMENT A
NETWORIKFLEET CUSTOMER AGREEMENT
STANDARD TERMS AND CONDITIONS
This Standard Terms and Conditions Attachment is incorporated into and constitutes a material part of the Customer Agreement
between Networkfleet(hereinafter"we","our","us"or"Networkfleet")and the Customer identified on the cover page to the Customer
Agreement(hereinafter"you","your"or"Customer"). When used in the Agreement,capitalized terms not defined elsewhere in the
Agreement have the meanings set forth in Section 21 below.
1. NETWORKFLEET DEVICE AND SERVICES. During the responsibility. You shall limit your use of the Networkfleet Service and
Networkfleet Website to their intended purpose and comply and cause
Term and subject to the terms of this Agreement we will(i)sell you the your personnel to comply with all then-current,applicable policies that we
Devices specified for purchase on the cover page of the Agreement or may establish and make available to you from time to time,including the
hereafter ordered by you from Networkflcet hereunder, (th provide the Acceptable Use Policy and Privacy Policy which are incorporated into the
Device installation services for the Devices as specified on the cover page Agreement by this reference,and all applicable laws and regulations. The
Networkflcet hereunder,
of the Agreement(the "Cover Page") a hereafter ordered you from Networkfleet Website incorporates aerial, satellite imagery from Digital
(iii)grant you anon-exclusive,non-transferable Globe as a mapping option and you agree to be bound by the terms of use
license to use the Networkfleet Service in the United States and such other contained in Digital Globe's End User License
countries as may be approved by Networkfleet in writing,(iv)grant you a Agreement displayed at http://www.elobexplorer.com/legal-notices.shttnl.
non-exclusive,non-transferable license to access and use that portion of You are responsible for your compliance and the compliance of your
the Networkfleet Website designated by us for your use and(v)grant you a personnel with the terms of the Agreement and those policies.
non-exclusive,non-transferable license to use the firmware and software
included in the Device solely for use as provided in this Agreement with 6. LIMITED WARRANTY. Networkfleet provides you with a
the Networkfleet Service. limited warranty that the Devices that you acquire directly from us will be
free from defects in material and workmanship that prevent the Device
2. ADDITIONAL DEVICES. The number of the initial Devices from functioning in accordance with its Networkfleet specifications. You
being purchased by you,the initial Devices to be installed by us,and the may only make warranty claims under the limited warranty described in
initial Device installation fees that will be part of your Networkfleet this Section 8 during the one(1)year period following the initial activation
Service are specified on the Cover Page to the Agreement. If you want to of the Device in a Vehicle by notifying us promptly after you learn of the
order and purchase additional Devices and related installation services, facts supporting the claim. Subject to Section 8,we will either repair or
you should submit a supplemental order to us using the then current replace the non-complying Device or Networkfleet Service or re-perform
Networkfleet order form that we will make available to you upon request the Services;THESE ARE OUR ONLY OBLIGATIONS AND YOUR
specifying the number of additional Devices and installation services. We ONLY REMEDY FOR BREACH OF WARRANTY. We do not
will include the associated additional Fees in our subsequent invoices or provide warranties under the Agreement for any Devices that you acquired
your automatic payment. from a third party or Networkfleet Service problems relating to such
3. DELIVERY AND ACCEPTANCE. We will deliver to you Devices and we may charge you an incremental fee if such Devices are the
the Devices that you order hereunder FCA carrier through a common part of the problem identified in your warranty claim.
carrier and the risk of loss for such Devices will pass upon our delivery to 7. SUPPORT SERVICES. During the Term and subject to
the common carrier. You have ten(10)days after delivery to inspect the Section 8,Networkflect or its designee will provide the following Support
Devices for any damage during shipping. Any Device not rejected within Services: We will provide to you,reasonable amounts of consultation and
that period will be deemed accepted by you. technical assistance via telephone or email during our regular working
4. INSTALLATION. If you order Device installation services hours. If you experience a problem with the Devices or the Networkfleet
from Networkfleet,we or our contractors will install the purchased Device Service,your designated and trained coordinators may call Networkflect or
in the applicable Vehicle in one of the Device installation locations its designee at 1-(866-227-7323). We will assist the coordinator via the
designated in our operating manual. Both parties will use reasonable telephone or email to diagnose the problem with your Devices or your
efforts to schedule and complete the installation during our normal Networkfleet Service. We will use commercially reasonable efforts to
working hours within thirty (30) days of the purchase date. For any correct errors or malfunctions in the Devices or the Networkfleet Service
installation that involves more work than is standard,you may be charged to enable your Devices and your Networkfleet Service to perform the
an incremental fee. You acknowledge and agree that installation of the fimctions described in the applicable Networkfleet operating manuals as
Device may involve drilling holes,rewiring and other similar alterations to soon as practicable after notification of such error or malfimction. If the
the Vehicle and that Networkfleet has no obligation to restore your Vehicle Device is diagnosed as non-functioning, we will repair or replace non-
after the removal of the Device. functioning components. If,in our sole determination,a Device is deemed
umepairable,then we will send a replacement unit to you per the current
5. CUSTOMER OBLIGATIONS. You will provide or do the policy and procedures. All nonfunctioning Devices replaced by us will
following in connection with your use of the Devices,the Networkfleet become the property of Networkfleet, The Support Services do not apply
Service and the Networkfleet Website: (a)designate one or more to Devices that you acquired from others or related Network Service
employee(s)to become the coordinator(s)for the use of your Devices and problems and we may charge you an incremental fee if such Devices are
the Networkfleet Service and (b) require your coordinator(s) attend the the part of the problem identified in your Support Services claim.
Device and Networkfleet Service training we provide. Unless otherwise
agreed to in writing, all training may be conducted at Networkfleet's 8. EXCLUSIONS. The warranties and Support Services
facilities or through online training courses. All travel,lodging,meals and provided by us under the Agreement do not include repair,replacement or
other expenses of your employees attending such training will be your correction of any defect,damage or malfunctions caused by:(i)failure to
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NETWORKFLEET CUSTOMER AGREEMENT—STANDARD TERMS AND CONDITIONS v070109x2 P 1
properly install the Device as described in the Networkfleet operating Networkfleet Service term, continues until the date upon which the
manual (if installation is not contracted through Networkfleet); Networkfleet Service term for all of the Devices subject to this Agreement
(ii)accident,negligence,theft,vandalism,operator error,misuse or Acts of has expired or been terminated. The Networkfleet Service term for each
God, (iii)failure of the facilities you use to access the Networkfleet Device shall commence on the activation date of such Device and shall
Website to conform to Networkfleet specifications,or(iv)modifications, continue for a period of twelve (12) months thereafter. Thereafter, the
attachments,repairs or unauthorized parts replacements performed by you Networkfleet Service term for such Device will be extended on a month to
or any third party not authorized by Networkfleet. month basis. If requested by Networkfleet,you will execute a substitute
9. FEES & PAYMENT. (a) For initial orders of twenty-five agreement for a renewal Networkfleet Service term for a Device.
(25)or fewer Devices,you are required to sign and return the Credit Card 11. BREACH AND TERMINATION. (a)If a party breaches the
Enrollment Form and pay your Fees automatically via credit card Agreement by nonpayment when due or otherwise,then the non-breaching
thereunder. Automatic payments will commence upon our receipt and party may give the breaching party written notice of the breach(including
processing of the Credit Card Enrollment Form and continue in accordance a statement of the facts relating to the breach and the provisions of the
with the terms therein. Agreement that are in breach or default). If the breaching party does not
cure the breach within thirty (30)days (ten (10) days in the event of a
(b) For initial orders of more than twenty-five (25) Devices or monetary payment breach)after receipt of notice(or such later date as may
additional orders for Devices resulting in a cumulative order of more than be specified in the notice)or in the case you are the breaching party and
twenty-five(25)Devices,you may elect to either pay invoices via credit have received a prior notice of breach of the Agreement from us during the
card,subject to your completion of the credit approval application set forth preceding twelve (12) months, then in addition to its other rights and
in the Credit Application and Automatic Payment Enrolhnent Form remedies under and subject to this Agreement or at law or in equity,the
attached in Attachment D, or to receive invoices and make payments in non-breachingmay,at its option, m if you are the breaching
accordance with subsection(c) below. If you elect to pay invoices via party y p () the
immediately suspend your use of the Networkfleet Service and the
credit card, upon Networkfleefs receipt of the Credit Application and Networkfleet Site by you and your personnel with you remaining liable for
Automatic Payment Enrollment Form and our acceptance of your applicable Fees while your access and use is suspended until your breach
creditworthiness, Networkfleet will process and charge automatic is cured or (ii)terminate this Agreement effective immediately by
payments in accordance with the terms set forth in Attachment D. If your providing notice of termination to the breaching party delivered no later
credit is not approved by Networkfleet,we may,in our discretion,either than the day the termination is to take effect.
immediately terminate the Agreement and any outstanding orders
submitted by you with no additional obligations or liability whatsoever or (b)In the event that we terminate the Agreement for your breach,the
collect the Fees automatically from you in accordance with the terms set parties acknowledge and agree that our damages resulting from the breach
forth in the completed Credit Card Enrollment Form attached as will be difficult to determine. Accordingly,upon such a termination you
Attachment C. shall pay to Networkfleet as liquidated damages,and not a penalty,a fee
equal to the Networkfleet Service fees that you would have paid absent
(c)You will pay us the applicable Fees for Device unit purchases, such termination for the remainder of the Networkfleet Service terms for
Device installation services and the Networkfleet Service ordered by you each then current Device covered by the Agreement or seventy-five dollars
pursuant to the Agreement and other fees that may be due from you under
this Agreement. The Networkfleet Service Fees for each Device will ($75.00)for each then-current Device,whichever is greater.
begin at time of activation of the applicable Device by Networkfleet to you (c)Either party may terminate this Agreement at any time during the
or, if earlier, your use of the applicable Device with the Networkfleet Term with or without cause by giving sixty(60)days prior written notice
Service. The Networkfleet Service Fees will be billed monthly in advance. to the other party. In the event of termination by you under this
You must pay freight charges for the shipment of Devices to you and pay Section 11(c)prior to the end of the Term,you shall pay to us as liquidated
or reimburse us upon demand any sales and/or use taxes levied on the sale damages and not a penalty, a fee equal to the Networkfleet Service fees
of the Devices and Services to you unless you have provided to us that you would have paid absent such termination for the remainder of the
satisfactory certificates or other evidence of exemption. If we are issuing Networkfleet Service terms for each then current Device covered by the
you invoices, payments are due thirty (30) days from the date of the Agreement or seventy-five dollars($75.00)for each then-current Device,
invoice. You must pay all amounts without offset. We reserve the right to whichever is greater.
change our Fees or,effective after the end of the initial Tern,implement
new charges at any time upon thirty(30)days'prior written notice to you. (d)If the Agreement is terminated in accordance with this
If Networkfleet does not receive payment in full within thirty(30)days Section es,then,unless otherwise specifically provided for in writing by
after the date any invoices are due,we may in addition to our other rights the parties,the following will apply:x the parties will cooperate to effect
and remedies impose a late charge on any undisputed unpaid amount of the re orderly,efficient, effective and expeditious termination of the parry's
greater of one and one-half percent(1.5%)of the unpaid amount or highest respective activities under the Agreement;mi the Services will terminate
amount permitted by applicable law. We may accept any check or effective as of the effective date of the termination; (iii)each party as a
payment a any amount without prejudice to our right to recover the Recipient will return to Discloser any and all Confidential Information of
balance of the amount due or to pursue any other right or remedy. No Discloser in the possession or control of Recipient; ordered
you will pay to
endorsement or statement on any check or payment or in any letter Networkfleet any amounts payable for Devices you ordered or Services
accompanying a check or payment or elsewhere will be construed as an you used prior to the effective date of the termination;and(v)the parties'
accord or satisfaction. You will be deemed to have waived disputes respective rights and obligations under Sections 5,9,11,12,15,16,17,19
regarding any Fees unless you notify us of such disputes within sixty(60) and 20 of this Attachment A will survive.
days of the applicable invoice date. Networkfleet hereby reserves and 12. PROPRIETARY RIGHTS. You acknowledge and agree that
retains and you hereby grant to Networkfleet a purchase money security the Device, the Networkfleet Service and the Networkfleet Website
interest in the Devices sold to you under the Agreement,including any include Proprietary Rights of Networkfleet and its licensors, and that
future orders, as security for your payment of the Fees owing to Networkfleet and its licensors retain title to and ownership of those
Networkfleet under the Agreement. Proprietary Rights. Without limiting the generality of the foregoing,you
10. TERM. The Term begins on the Effective Date and,unless acknowledge that the Devices,the Networkfleet Service and Networkfleet
terminated by either party by providing written notice to the other party at Website may include materials that are proprietary and the subject of
least sixty(60)days prior to the end of the then current initial or renewal copyright protection, database right protection and other intellectual
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NETWORKFLEET CUSTOMER AGREEMENT—STANDARD TERMS AND CONDITIONS v070109x2 PAG
property rights owned by Tele Atlas or its suppliers,that your use of those ARISING FROM COURSE OF PERFORMANCE, COURSE OF
material is subject to the terms of the Agreement and the applicable Tele DEALING OR USAGE OF TRADE,AS TO THE DEVICES AND THE
Atlas license agreement and that any unauthorized copying or disclosure of SERVICES, DATA (INCLUDING ITS ACCURACY AND
that material may lead to criminal and civil liabilities. Title to and AVAILABILITY) COLLECTED AS PART OF THE SERVICES.
ownership of the Proprietary Rights in any and all improvements, NETWORKFLEET DOES NOT WARRANT THAT THE RECEIPT OF
modifications,fixes or enhancements made by or for us to the Devices,the DATA,MAPPING INFORMATION,AND OTHER CONTENT FROM
Networkfleet Service or the Networkfleet Site,regardless of whether such THE DEVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR
items or services are created or suggested by you, remains with THAT THE TRANSMISSION OF DATA,MAPPING INFORMATION,
Networkfleet and its licensors. You have no property right in any AND OTHER CONTENT FROM NETWORKFLEET TO YOU OR THE
telephone number assigned to you by or through Networkfleet, and NETWORKFLEET WEBSITE WILL ALWAYS BE TIMELY OR
understand that any such number can be changed by Networkfleet or its COMPLETE. WE DO NOT REPRESENT OR WARRANT THAT THE
provider from time to time. You will not copy,modify,reverse-engineer, NETWORKFLEET WEBSITE OR SOFTWARE PROVIDED to YOU
dissemble,or decompile any software or firmware included in any Device ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
or the Networkfleet Website or otherwise provided to you by or on behalf THEREFORE,YOU AND YOUR USERS SHOULD USE INDUSTRY-
of Networkfleet,and will not disclose such software or provide access to RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES
the Devices,such software or any Services to any third party for such a ARISING FROM THE NETWORKFLEET WEBSITE SITE OR ANY
purpose. SUCH SOFTWARE.
13. LIMITATION OF LIABILITY. (a)NEITHER PARTY 15. INDEMNIFICATION. You will defend,indemnify and hold
WILL BE LIABLE FOR CONSEQUENTIAL,SPECIAL,INDIRECT OR harmless us and our wireless servicer carriers, licensors and third party
INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR LOST suppliers,and the officers,employees,and agents of each against any and
DATA, EVEN IF THAT PARTY IS INFORMED THAT THOSE all third party claims and all associated damages,suits,proceedings,liens,
DAMAGES MAY OCCUR. NETWORKFLEET'S CUMULATIVE penalties, liabilities award or expense (including reasonable attorney's
LIABILITY UNDER CONTRACT, TORT, STRICT LIABILITY OR fees)resulting from(i)your breach of the Agreement;(ii)a claim that you
OTHER LEGAL THEORY SHALL NOT EXCEED THE AMOUNT or your personnel violated applicable state or federal laws or regulations in
PAID TO NETWORKFLEET UNDER THE AGREEMENT DURING your possession, distribution, installation or use of the Devices, the
THE SIX (6) MONTHS PRIOR TO THE DATE THE LIABILITY Networkfleet Service or the Networkfleet Website;or(iii)a claim for libel,
ACCRUES FOR A CLAIM. THE FOREGOING LIMITATIONS SHALL slander,or any property damage,personal injury or death arising in any
NOT APPLY TO LIABILITY ARISING UNDER SECTION 6 way,directly or indirectly,your use,failure to use,or inability to use the
(COMPLIANCE WITH POLICIES AND LAWS), SECTION 12 Devices,the Networkfleet Service or the Networkfleet Website except to
(PROPRIETARY RIGHTS),SECTION 15(INDEMNIFICATION),AND the extent such claims was caused by our gross negligence or willful
SECTION 17(CONFIDENTIALITY). misconduct. You will allow Networkfleet to participate with its own
(b)WE ARE NOT RESPONSIBLE FOR (A)DELAYS IN counsel in the defense of the claim at our own expense;however nothing
DELIVERY,INSTALLATION OR PROVIDING THE SERVICES,NO herein shall limit the right of Customer to control the defense. If you fail
to defend in a reasonably timely manner with competent counsel
MATTER WHO CAUSED THE DELAY. YOU ACKNOWLEDGE reasonably satisfactory to Networkfleet,then Networkfleet shall have the
THAT THE DEVICE IS A WIRELESS DEVICE AND THAT THE right to defend or settle such claim.
DEVICES AND THE NETWORKFLEET SERVICE ARE DEPENDENT
ON THE COVERAGE AREAS AND SERVICE OF WIRELESS 16. ARBITRATION. With the exception of any threatened or
NETWORKS OWNED AND OPERATED BY THIRD PARTIES. actual class actions involving other Networkfleet customers or resellers,
OPERATION AND THE FUNCTIONALITY OF THE DEVICES AND any controversy between you and us related directly or indirectly to the
THE NETWORKFLEET SERVICE DEPENDS ON SUCH COVERAGE Device or the Service will be settled by binding arbitration under the
AND WIRELESS SYSTEM AVAILABILITY AND CAPACITY AND commercial rules of the American Arbitration Association. It does not
MAY BE ADVERSELY AFFECTED BY TERRAIN, SIGNAL matter whether the controversy is based on contract,tort,strict liability or
STRENGTH,WEATHER AND ATMOSPHERIC CONDITIONS,ACTS other legal theory. The arbitration will be held in San Diego,California,
OF GOD,AND OTHER CONDITIONS BEYOND NETWORKFLEET'S by one arbitrator knowledgeable and experienced in the electronic
REASONABLE CONTROL. YOU UNDERSTAND AND AGREE information services industry who is a licensed attorney.
THAT NETWORKFLEET AND THE UNDERLYING CARRIER 17. CONFIDENTIALITY. Each party as a Recipient will protect
CANNOT GUARANTY THE SECURITY OF WIRELESS TRANSMISSIONS,AND SHALL NOT BE LIABLE FOR ANY LACK Confidential Information of the other party as Discloser against any
OF SECURITY RELATING TO YOUR USE OF THE unauthorized use or disclosure to the same extent that the Recipient
NETWORKFLEET SERVICE. WHILE WE ENDEAVOR TO PROVIDE protects its own Confidential Information of a similar nature against
ACCURATE,UP-TO-DATE DATA,DATA WE COLLECT FROM THE unauthorized use or disclosure, but in no event will use less than a
DEVICES INSTALLED IN VEHICLES MAY,AT TIMES,CONTAIN reasonable standard of care to protect such Confidential Information;
ERRORS, DEFECTS, DEFICIENCIES OR TECHNICAL Provided that the Recipient knows or has reason to know that the same is
INACCURACIES,AND MAY BE CHANGED OR UPDATED BY US Confidential Information of the Discloser. The Recipient will use any
WITHOUT NOTICE. Confidential Information of the Discloser solely for the purposes for which
it is provided by the Discloser. This paragraph will not be interpreted or
14. DISCLAIMER OF WARRANTIES. (a)EXCEPT FOR THE construed to prohibit: (a) any use or disclosure which is necessary or
EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 6 appropriate in connection with the Recipient's performance of its
ABOVE,THE DEVICES AND THE SERVICES ARE PROVIDED BY obligations or exercise of its rights under this Agreement or any other
US ON AN "AS-IS"BASIS TO THE FULL EXTENT PERMISSIBLE agreement between the parties; (b)any use or disclosure required by
BY APPLICABLE LAW. WE DISCLAIM ALL REPRESENTATIONS applicable law (e.g., pursuant to applicable securities laws or legal
AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, process), provided that the Recipient uses reasonable efforts to give the
INCLUDING,BUT NOT LIMITED TO,IMPLIED WARRANTIES OF Discloser reasonable advance notice thereof (e.g., so as to afford the
NONINFRINGEMENT,MERCHANTABILITY AND FITNESS FOR A Discloser an opportunity to intervene and seek an order or other
PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY appropriate relief for the protection of its Confidential Information from
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NETWORKFLEET CUSTOMER AGREEMENT—STANDARD TERMS AND CONDITIONS v070109x2 PA
any unauthorized use or disclosure);or(c)any use or disclosure made with specifically agrees to such provision in a written instrument signed by
the consent of the Discloser. The parties further agree that any obligations Networkfleet. The Agreement has been negotiated on an arm's length
to protect Confidential Information set forth herein shall survive basis by the parties and their respective counsel and shall be interpreted
termination of the Agreement for a period of three years from the fairly in accordance with its terms and without any strict construction in
termination of the Agreement, except that as to any Confidential favor or against either party. In any arbitration,mediation or other legal
Information deemed a"trade secret"under applicable law,such obligations action or proceeding to enforce any right or remedy under this Agreement,
shall continue for so long as such information is deemed a trade secret. the prevailing parry will be entitled to recover, in addition to any other
relief to which it may be entitled,its reasonable attorneys'fees and other
18. MODIFICATIONS; W MAINTENANCE. costs incurred in that action or proceeding. If any provision of this
Networkfleet may alter or modify allll o or r part of the Devices, the Agreement is held by a court of competent jurisdiction to be
Such Networkfleet Service or the NetworkfleetWebsite from time to time. unenforceable, the enforceability of the remaining provisions of this
Such alterations and modifications,, 00rr both, may include, without Agreement will not be affected and the unenforceable provision will be
limitation, the addition or withdrawal of features, information,products, deemed modified such that it is enforceable and accomplishes the intention
services, software or changes in instructions. In an effort to ensure a of the parties to the fullest extent possible.
responsive and efficient platform and service for its customer base,
Networkfleet reserves the right to perform scheduled maintenance for the (b)You will have no direct contractual relationship with the
Networkfleet Service and Networkfleet Website from time to time. This underlying wireless service carrier for the Networkfleet Service and you
may include application and database maintenance as well as general are not a third party beneficiary of any agreement between Networkfleet
website maintenance and may or may not involve Networkfleet Website and underlying carrier. You understand and agree that the underlying
and Networkfleet Service unavailability. carrier shall have no legal,equitable,or other liability of any kind to you.
19. DATA. You represent and warrant that you have all rights and (c)You consent to our identification of you as a Networkfleet
authority with respect to the data we acquire and transmitted through your customer and authorize us to display and use your name and logo in our
use of the Devices,the Networkfleet Service and the Networkfleet Website Device and Networkfleet Service brochures and similar marketing
("Business Data")necessary to grant the rights and approvals set forth in materials and on our website to identify you as our customer. During the
the Agreement and that you approve and grant to us the nonexclusive, Term,the parties shall consult and cooperate with each other in connection
nonterminable license and right to collect, access,and use Business Data with all press releases,public announcements or other public statements
from you and your Vehicles and Devices,and to access,copy,and use the with respect to the transactions contemplated by the Agreement;provided
Business Data in the course of performing the Services and to analyze, that such cooperation and consultation shall not interfere with any
measure,and optimize the performance of our Devices and Services and obligation of the parties to disclose any information as required by
new offerings for you and others and for other purposes of Networkfleet, applicable law.
including the development of data products for sale, licensing and
distribution to third parties. Except as may be required under applicable 21. DEFINITIONS. When used in the Agreement and not defined
law, we will not disclose or distribute Business Data that is your elsewhere herein,the following terms shall have their respective meanings
Confidential Information to a third party in a form that permits
set forth below:
identification of you. Please refer to our Privacy Policy for information on "Acceptable Use Policy"means the terms and conditions governing
how we collect,use and disclose personal information from our customers. Customer's and its personnel's use of the Networkfleet Service and the
20. GENERAL. (a)No change,waiver or approval by us under Networkfleet Website, as such may be amended from time to time by
the Agreement will be binding unless signed by our authorized Networkfleet upon thirty(30) days'advance written notice to Customer.
representative. The Agreement will be read and enforced under Delaware The Acceptable Use Policy in effect as of the date of the Agreement is set
law without reference to its choice of law principles to the contrary. forth in www.networkfleet.com.
EACH PART OF THE AGREEMENT THAT LIMITS LIABILITY, "Confidential Information" means any information that is
DISCLAIMS WARRANTIES OR GUARANTEES, OR EXCLUDES proprietary or confidential to the Discloser or that the Discloser is
DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER obligated to keep confidential. However, Confidential Information does
PROVISION AND IS TO BE ENFORCED THAT WAY. IF ANY not include any information that: (a)was known to the Recipient prior to
REMEDY FAILS TO FULFILL ITS ESSENTIAL PURPOSE, THE receiving the same from the Discloser in connection with this Agreement;
LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES (b)is independently developed by the Recipient; (c)is acquired by the
REMAIN IN EFFECT. Any notice required under the Agreement will be Recipient from another source without restriction as to use or disclosure;
in writing and will be delivered by email to the email address designated or(d)is or becomes part of the public domain through no fault or action of
on the Cover Page,by hand,or mailed by registered,certified mail or an the Recipient.
internationally recognized courier service that provides proof of delivery,
to the addresses stated in the Cover Page or to such new address provided "Cover Page"has the meaning set forth in Section 1 above.
by a party in accordance with the procedure set forth in this sentence. You "Devices"means the Networkfleet wireless device designed for use
may not assign,sublease,sublicense or in any way dispose of your rights with the Networkfleet Service and identified in Attachment B,
and obligations under the Agreement without Networkfleet's prior written Attachment E or subsequent orders from you accepted by Networkfleet.
consent, including by operation of law, change of control, merger or
otherwise. The Agreement contains the entire agreement about the "Discloser' means a party that discloses any of its Confidential
Devices and the Services and prevails over all prior or contemporaneous Information to the other party.
oral and written communications or agreements between you and us about
such Device and Services. The failure to enforce any provision of this "Fees" mean the Device purchase prices, Device shipping fees,
Agreement shall not constitute a waiver of any term hereof. Networkfleet Device installation fees,the Networkfleet Service fees and the other fees
will not be bound by,and specifically objects to,any term,condition,or payable by Customer under the Agreement,including those set forth on the
other provision which is different from or in addition to the provisions of Cover Page and Attachment B.
the Agreement(whether or not it would materially alter this Agreement) "NedvorkJleet Service"means the services offered by Networkfleet
which is proffered by you in any purchase order, receipt, acceptance, to:(a)collect diagnostic and/or location information from a Vehicle using
confirmation, correspondence, or otherwise, unless Networkfleet a Device which is installed in that Vehicle; (b)analyze,deliver and post
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NETWORKFLEET CUSTOMER AGREEMENT—STANDARD TERMS AND CONDITIONS v070109x2 PAGW✓
the information to the Networkflect Website;(c)notify the vehicle owner
and a designated third party by e-mail of certain events or information;and
(d)access and usage of the Networkfleet Website, the DataConnectrm
Service and/or any other service offered by Networkfleet.
"Networkfleet Website" means web pages within the Networkfleet
website web site currently located at www.networkfleet.com designated by
Networkfleet for usage by Customer.
"Privacy Policy"means the privacy policy governing Networkfleet's
and its personnel's use of the personally identifiable data obtained from its
customers and the Networkfleet Website,as such may be amended from
time to time by Networkfleet upon thirty(30)days'advance written notice
to Customer. The Privacy Policy in effect as of the date of the Agreement
is set forth in www.networkfleet.com.
"Proprietary Rights"means any patent,copyright,trademark,service
mark, trade dress, trade name, corporate name, proprietary logo, trade
secret or other intellectual property right.
"Recipient"means a party that receives any Confidential Information
of the other party.
"Services"means the Device installation services,the Networkfleet
Service, the Support Services and the other services provided by
Networkfleet to Customer under the Agreement.
"Support Services"means the technical support and other services of
Networkfleet described in Section 7 above.
"Term"means the term of this Agreement as described in Section 10
of this Attachment A-Standard Terns and Conditions.
"Vehicle" means an on-road vehicle, off-road vehicle and/or
stationary equipment owned or under the control of Customer.
Initial.
NETWORKFLEET CUSTOMER AGREEMENT—STANDARD TERMS AND CONDITIONS v070109x2 PAGE 5
Networkfleet Agreement No.
ATTACHMENT B
NETWORKFLEET CUSTOMER AGREEMENT
FEESCHEDULE
This Fee Schedule Attachment is incorporated into and constitutes a material part of the Customer Agreement between Networkfleet and the Customer
identified on the cover page to the Customer Agreement. By initialing below,Networkfleet and Customer agree as follows:
A. Device Prices(One-Time)
35007Duty
Light $425.00 per device
3500Heavy $425.00 er device
3500 $325.00 per device
4200 $295.00 per device
A minimum twelve(12)month Service term is required for each Device unit.All shipping charges will be added to your invoice upon shipment,and are
based on then current FedEx retail rates,destination,weight,and box size. Refer to the Shipping Policy for more details.
B. Service Fees(Monthly)
The monthly service fee for Networkfleet Service is set forth below. Additional charges will apply for Vehicles roaming into Canada and Mexico at the
then-current roaming fees established by Networkfleet or its service providers.
3500 Product Line(Light/Heavy/Universal) $27.00 per month
4200 $27.00 per month
C. Device Installation Fees
MTMIUMMUM
Installation—Centralized $125.00 per vehicle
Installation —Decentralized $125.00 per vehicle
Removal/De-installation—Centralized $125.00 per vehicle
Removal/De-installation—Decentralized $125.00 per vehicle
Troubleshoot—Centralized $125.00 per vehicle
Troubleshoot —Decentralized $125.00 per vehicle
Unit Swap or Transfer —Centralized $135.00 per vehicle
Unit Swap or Transfer —Decentralized $170.00 per vehicle
Unit Transfer Fee(Customer Care Administrative Fee) $25.00 per vehicle
No Show Fee for any above Scheduled Installation Services $60.00 per vehicle
Weekend/Afterhours Installation Services—Centralized or Decentralized $135.00 per vehicle
Mileage(after 25°mile from closest installer)—Matrix A(26-50 Miles) $11.00 per vehicle
Mileage(after 25 h mile from closest installer)—Matrix B(51-75 Miles) $22.00 per vehicle
Mileage(after 25°mile from closest installer)—Matrix C(76-100 Miles) $33.00 per vehicle
Mileage(after 25ffi mile from closest installer)—Matrix D(100+Miles) $44.00 per vehicle
• Centralized—Six(6)or more vehicles at a single location
• Decentralized—Five(5)or less vehicles at a single location
• No Show—Applies to EACH vehicle that had a committed scheduled date that did not show up
• Transfer—Removal of one unit and installed in another vehicle
• Swap—Removal of one device from a vehicle and installing a different device in the same vehicle
• Weekend/Afterhours—Saturday,Sunday or Networkfleet published Holiday Installation Service Requests and after 5:00pm
• Mileage(after 25th mile from closest installer)billed at time order is placed based on round trip mileage
Initial:
NET\\IORKFLEET CUSTOMER AGREEMENT—FEE SCHEDULE v070109x2 PAGE 1
The above established Installation Pricing cannot be modified without Networkfleet's formal written agreement and addendum to the contract. There is
no discount(s)available nor is there a volume concession.
D. Other Fees
GPS Antenna(3100 Series only) $25.00
Cellular Antenna 3100 Series only) $25.00
Combination Antenna 3400 units only) $30.00
Combination Antenna(3500 units only) $30.00
Reinstallation Kits(Glue Strip,Razor and Alcohol Prep Pad) $2.25
Light Duty Harness $30.00
Heavy Duty Harness 6 in $30.00
Heavy Duty Harness 9 in $30.00
Universal Harness $20.00
Tamper Resistant Zi Ties(50 perpack) $50.00
7Networkffleet
$6.00 per month per unit
s Software Development Kit SDK $495.00
t Software Development Kit SDK $495.00
t Service(Per month,Per vehicle.Must subscribe to
Service Plan.) $4.00
hvti 2
NETWORKFLEET CUSTOMER AGREEMENT—FEE SCHEDULE v070109x2 PACE
2
Networkfleet Agreement No.
City of Fort Worth
ATTACIIMENT D
NETWORKFLEET CUSTOMER AGREEMENT
CREDIT APPLICATION AND AUTOMATIC PAYMENT ENROLLMENT FORM
This Credit Application and Automatic Payment Enrolhnent Form Attachment is incorporated into and constitutes a material part of the Customer
Agreement between Networkileet and the Customer identified below. Customer hereby certifies as follows:
Business Name: DBA:
Billing Address:
City: State: Zip Code:
Phone Number: Fax: Years in Business:
Email Address: D&B Number: Tax I.D.:
BANK REFERENCE
Bank Reference Name: Account Number:
Contact: Phone Number:
Email:
TRADE REFERENCE(minimum of 2 references)
Bank Reference Name: Account Number:
Phone Number: Fax: Email:
Bank Reference Name: Account Number:
Phone Number: Fax: Email:
Bank Reference Name: Account Number:
Phone Number: Fax: Email:
Is applicant subject to sales tax? Exemption Number:
Please advise of Parent,Division,Branch or Subsidiary Name(if applicable):
NAMES OF AUTHORIZED PERSON(S)WHO WILL BE RESPONSIBLE FOR PAYMENT OF ACCOUNT
Name: Name:
Title: Title:
Phone: Email: Phone: Email:
Initial:
NETWORKFLEET CUSTOMER AGREEMENT—CREDIT APPLICATION AND AUTOMATIC PAYMENT EMROLLMENT FORM v070109x2 PAG '
In the event we approve your credit based on the information above,when you sign and submit the billing information below,your credit card will be
charged the above Device Purchase and Installation Fees in accordance with the payment terms below. For your convenience your automatic payment enrollment
will be renewed automatically and your credit card will be charged the then current monthly Networkfleet Service Fees amount and the Fees for your subsequent
orders of Devices and installation services on the invoice due date of each month until you provide notice of cancellation in accordance with the instructions below.
BILLING INFORMATION
Type of Card: Visa❑ MasterCard❑ American Express❑
Name on Card:
Billing Address:
Billing Phone Number:
Card Number:
Expiration Date: CV V:
E-Mail address for notifications:
In the event a payment is declined by your credit card company,please provide a Contact Name:
Contact Phone: Contact Email:
CANCELLING AUTOMATIC PAYMENTS
If you do not wish to continue these recurring transactions or need to make any changes,please contact us in writing at
accountsreceivable@networkfleet.com at least ten(10)days prior to your scheduled charge date to make alternate payment arrangements.
The undersigned Customer certifies that the above information is true and correct and represents and agrees(1)that Device Fees invoices are Net 30 and due 30 days
from invoice date and reoccurring monthly Networkfleet Service Fees are Net 10 and due 10 days from invoice date,(2)to pay any and all costs of collection
(including without limitation reasonable attorney fees)incurred by Networkfleet in collecting any overdue account,and(3)that you are authorizing Networkfleet to
contact the above references as well as any credit reporting services or other sources in determining whether to extend credit to you,and to report any information
regarding your account.
Customer:
By:
Name:
Title:
Date Signed:
Initial.
NETWORKFLEET CUSTOMER AGREEMENT—CREDIT APPLICATION AND AUTOMATIC PAYMENT EMROLLMENT FORM v070109x2 PAGE 2
FORT WORTH
ADDENDUM TO CUSTOMER AGREEMENT
STANDARD TERMS AND CONDITIONS
BETWEEN
THE CITY OF FORT WORTH
AND NETWORKFLEET, INC.
Notwithstanding any language to the contrary in the attached Networkfleet Customer Agreement Standard
Terms and Conditions (hereafter the "Agreement") for an Automated Vehicle Location (AVL) System
solution and web-based monitoring services, (hereafter the "services"), the City of Fort Worth ("City")
Networkleet, Inc. ("Contractor"), (collectively the "parties") hereby stipulate by evidence of execution
of this Addendum ("Addendum") below by a representative of each party duly authorized to bind the
parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable
to the Agreement as follows:
1. CUSTOMER AGREEMENT COVER PAGE shall be amended to add the following: This
Agreement shall be effective upon the last date executed by all parties and shall remain in effect for
twelve (12) months from the effective date. The Customer shall have the option to renew the agreement
for two additional one year terms.
2. Section 6, LIMITED WARRANTY, second sentence is hereby amended to read: You may only
make warranty claims under the limited warranty described in this Section 6, during the one (1) year
period following the initial activation of the Device in a Vehicle by notifying us within a reasonable time
after you learn of the facts supporting the claim.
3. The last sentence of Section 9, FEES & PAYMENT, subsection (c), is hereby deleted.
4. Section 11,BREACH AND TERMINATION, subsection (b) is hereby deleted in its entirety.
5. The last sentence of Section 11, BREACH AND TERMINATION, subsection (c) is hereby
amended to read as follows: In the event of termination by you under this Section 11(c) prior to the end
of the Term, you shall pay to us an amount equal to the fees for all equipment and services ordered or
contracted for during the Term and unpaid as of the date of termination.
6. The last sentence of Section 12, PROPRIETARY RIGHTS, is hereby amended to add the
following language to the end of the sentence: "unless required by law, rule, regulation or court order."
7. The second sentence of Section 13, LIMITATION OF LIABILITY, subsection (a) is hereby
amended to read as follows: DUE TO THE FACT THAT CUSTOMER IS COMPLETING SELF
INSTALLATION OF ALL DEVICES, AND NETWORKFLEET WILL NOT ENTER THE
CUSTOMER PREMISES, NETWORKFLEET'S CUMULATIVE LIABILITY UNDER CONTRACT,
TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT
PAID TO NETWORKFLEET UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS
PRIOR TO THE DATE THE LIABILITY ACCRUES FOR A CLAIM. THE FOREGOING
LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING UNDER SECTION 12
(PROPRIETARY RIGHTS), SECTION 15 (INDEMNIFICATION), AND SECTION 17
(CONFIDENTIALITY).
8. Section 15, INDEMNIFICATION, is hereby deleted in its entirety and amended to read as
follows: Section 15, INDEMNIFICATION. NETWORKFLEET AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CUSTOMER, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
FOR EITHER PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF NETWORKFLEET, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
9. Section 16, ARBITRATION, is hereby amended to read as follows: With the exception of any
threatened or actual class actions involving other Networkfleet customers or resellers, any controversy
between you and us related directly or indirectly to the Device or the Service may, upon consent of both
parties, be settled by binding arbitration under the commercial rules of the American Arbitration
Association. It does not matter whether the controversy is based on contract, tort, strict liability or other
legal theory. The arbitration will be held in Tarrant County, Texas, by an arbitrator knowledgeable and
experienced in the electronic information services industry.
10. Second sentence of Section 20(a), GENERAL, shall be amended to change governing law from
"Delaware"to "Texas."
The fifth sentence of Section 20(a) is hereby amended to read as follows: Neither party may assign,
sublease, sublicense or in any way dispose of its rights and obligations under this Agreement without the
prior written consent of the other party, except by operation of law, change of control, merger or other
similar transaction.
The next to last sentence of Section 20(a) is hereby amended to read as follows: In any arbitration,
mediation, or other legal action to enforce any right or remedy under this Agreement, each party shall be
liable for its own costs and fees, including attorney's fees.
The first sentence of Section 20(c) is hereby amended to delete the words "and logo."
11. Section 21, DEFINITIONS, "Confidential Information" is hereby amended to add section (e) to
read as follows: "or(e) is required to be disclosed by law,rule,regulation, or court order."
12. Attachment B, FEE SCHEDULE, is hereby amended to add the following: "Attachment B has
been updated to reflect H-GAC pricing and is replaced in its entirety.
CFW/Networkfleet,Inc.Addendum
Page 2 of 3
13. Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms herein,
the terms in this Addendum shall control.
CITY OF FORT WORTH: I`1I'JTWORKFL3EET, INC.:
i
By: By:
Fernando Costa [Name] 0,_t,A6—S
Assistant City Manager Title] vp F-t"P'XjcC-�-
Date: �t9Z9/! Date:
T
ATTEST:
By: M 6
City Secreta
APPROVED AS 'T.,O-nFORM AND LEGALITY:
By.
Assista City Attorney
Contract Authorization:
M&C: ��- a lvq
Date Approved: j
rOFFICIALRECORD
RETARY
CFW/Networkfleet,Inc.Addendum TH,TX
Page 3 of 3
City of FortWorth,. Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/8/2009
DATE: Tuesday, September 08, 2009 REFERENCE NO.: C-23769
LOG NAME: 60AUTOMATED VEHICLE LOCATION (AVL) SYSTEM
SUBJECT:
Authorize an Agreement with Network Fleet, Inc., for an Automated Vehicle Location System Solution
Including 198 Units and 12 Months Web Based Monitoring Service Using a Houston-Galveston Area
Council Contract for the Water Department for a Total of$148,427.00
RECOMMENDATION:
It is recommended that the City Council authorize an Agreement with Network Fleet, Inc., using a
Houston-Galveston Area Council contract for an Automated Vehicle Location System solution and web
based monitoring services for the Water Department for $148,427.00.
DISCUSSION:
Automated Vehicle Location (AVL) systems utilize Global Positioning System (GPS) technology to map
the locations of vehicles in real time for government agencies and businesses relying on fleets for
customer service delivery, it has become a best practice. Through improvements in productivity and fuel
use efficiency as well as reductions in fleet maintenance cost, AVL provides a rapid return on investment
(ROI). For instance, in 2008 Garland Water Utilities completed an ROI analysis of its AVL system, which
was installed toward the end of 2005. That analysis determined that the benefit of AVL was about three
times its cost projected to 2011.
In addition to very favorable ROI, AVL can provide other benefits, such as improvements in air quality.
With its AVL program the City of Garland is on track to reduce carbon dioxide emissions by 400 metric
tons by the end of this year.
The Water Department has piloted AVL on a limited number of vehicles for 19 months and is familiar with
the Network Fleet system, which utilizes a secure web-based application to provide real-time tracking of
vehicle position. In addition to tracking vehicle position, the system tracks vehicle performance through a
connection to the vehicle's on-board computer. Ignition status, speedometer speed and engine trouble
codes and diagnostics will be provided to support not only efficient work management, but also improved
fleet maintenance. System reports include vehicle activity detail, drive time, fuel usage and miles per
gallon, idle time and speed violations.
The Equipment Services Department (ESD) has been piloting AVL on a limited number of City vehicles in
several departments for 21 months. The Water Department has participated in that pilot and has been
coordinating with ESD in its assessment of AVL alternatives. Because AVL has a rapid ROI and the Water
Department's implementation will not conflict with ESD's objectives, ESD supports this initiative.
State law provides that a local government acquiring goods and services under a cooperative purchasing
agreement satisfies state laws requiring that the local government seek competitive bids for the purchase
of the item. HGAC contracts have been competitively bid to increase and simplify the purchasing power of
local government entities across the State of Texas.
Logname: 60AUTOMATED VEHICLE LOCATION (AVL) SYSTEM Page I of 2
M/WBE -A waiver of the goal for M/WBE subcontracting requirements was requested by the Water
Department and approved by the M/WBE Office because the purchase of goods and services is from
sources where subcontracting or supplier opportunities are negligible.
ADMINISTRATIVE AMENDMENT—An increase or amendment for this Agreement may be made by the
City Manager, or his designee, for an amount up to $25,000.00 and does not require specific City Council
approval so long as sufficient funds have been appropriated.
AGREEMENT TERMS - Upon City Council's approval, the term of this Agreement shall be one year from
the date of execution.
RENEWAL OPTIONS - This Agreement may be renewed for up to two additional one year terms in
accordance with the terms of the HGAC contract. Should the State elect to exercise the renewal option,
the City will do the same. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budgets, as appropriated, of the Water and Sewer Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
PE45 539120 0707006 $75,900.00
PE45 539120 0603001 $1,012.00
PE45 539120 0703001 $1,012.00
PE45 524010 0604009 $17,710.00
PE45 539120 0601005 $1,012.00
PE45 539120 0701005 $1,012.00
PE45 539120 0602501 $1,265.00
PE45 539120 0702501 $1,265.00
PE45 524010 0604012 $24119.50
PE45 524010 0704012 $24,119.50
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: S. Frank Crumb (8207)
Additional Information Contact: Barbara J. Wilson (8272)
ATTACHMENTS
1. 60AUTOMATED VEHICLE LOCATION .pdf (CFW Internal)
2. AVL Contract doc.pdf (CFW Internal)
3. AVL MWBE Doc.pdf (CFW Internal)
Logname: 60AUTOMATED VEHICLE LOCATION (AVL) SYSTEM Page 2 of 2
City of Fort Worth
Departmental Request for Waiver
Of MBE/WBE Subcontracting/Supplier Goal
Water Department $148,427 / 7/3/09
DEPARTMENT NAME: ESTIMATED COST / PROPOSAL DATE
Water Department Automatic Vehicle Location (AVL) N/A
NAME OF PROJECT/BID: DOE/PROJECT NO.
Barbara Wilson �&&' ;� . x 8272 7/06/09 206-00
SIGNATURE OF /i� OJECT MANA ER EXTENSION DATE NIGP CODE
Prior to advertisement, the contracting/managing department shall determine whether the bid/proposal is one which MBE/WBE
requirements should not be applied. MBE/WBE requirements may be waived upon written approval of the M/WBE Manager. If one
of the conditions listed below exists, the contracting/managing department shall notify the Manager via this form, stating the specific
reason(s)for requesting a waiver.
If the contracting/managing department and the Manager are in conflict over the granting of a waiver, either
may appeal to the City Manager, or designee, and his/her decision is final.
Please Check Applicable Reason:
A. A public or administrative emergency exists which requires the goods or services to be
provided with unusual immediacy; or
_X_B. Purchase of goods or services from source(s) where subcontracting or supplier opportunities
are negligible; or
C. The application of the provisions of this ordinance will impose an economic risk on the City or
unduly delay acquisition of the goods or services; or
D. Other (explain)
Justify Commodity or Service Waiver Request:
The Water Department will purchase 198 AVL (GPS) units and 12 months of web service for
each unit from NetworkMeet, Inc., using Houston-Galveston Area Council (HGAC) contract
number #591, Product Code G05. HGAC contract, #591 was awarded through the
competitive bidding process of the Houston-Galveston Area Council. Therefore
subcontracting opportunities from a certified M/WBE firm(s) are negligible.
M/WBE')FFICE USE ONLY:
Approved -Sign e of M/WBE Authorize Personnel Date
Not Approved Signature of M/WBE Authorized Personnel Date
Rm 2123/04
CONTRACT PRICING WORKSHEET
for All Products EXCEPT Motor Vehicles In The State Of Texas
Thls Fornt must be prepared by Contractor,and provided to End user to attach to purchase Order,w1th copy to H-GAt
A l pricing shall INCL IUDE the f/G.9 C jee
Buying Fort Worth Water District
Agency: Contractor: Networkfleet, Inc.
Contact Mark Shell
Person: Prepared By: Chance Agnew
Phone: 817-944-3718 Phone: 562-2444480
Location City, 1608 11 th Ave. Contract No.: 591
State: Fort Worth.TX
Date: 2-Jul-09 Product Code: G05
Product
Description: GPS Fleet Vehicle Tracking Equipment&Services
A. Item Base Unit Price Per H-GAC Contract: Al 0
B.Published Options(Itemize below and attach additional sheet(s)if necessary)
Code Description Cost Code Description Cost
G05 Hardware-Light,Heavy,&Universal $425 G05 12 months web based monitoring service $324
F=4
Subtotal From Additional Sheet(s):
N F . Subtotal B• 749
t . t' e contractor's hid—
C.Unpublished Options(Itemize below and attach additional sheet(s)if necessary)
Code Description 1E Cost Code Description Cost
Subtotal From Additional Sheet(s):
Subtotal C:
Check:Total cost of Unpublished Options(C)cannot exceed 25%of the total of the Base Unit Price plus Published Options(A+B). For this 0°i,
D.Other Price Adjustments(E.G.Installation, Freight,Delivery,Etc.)
Total shipping for 198 units($124,74) $124.74/140 units=$.63 per unit $0.63
Subtotal D: $0.63
E.Unit Cost of Item Before Fee&Non-Equipment Charges(A+B+C+D) 750
Quantity Ordered X 198
Subtotal E: 148,427
F.Non-Equipment Charges(Trade-In,Extended Warranty,etc.)
Optional Installation Charge Per Vehicle=$125 0
Subtotal F:
G. Total Purchase Price(E+F):l 148.427
(Please Type,or Print Legibly) Estimated Delivery Date:
��CF W Main(ran.e-E%iR A!%-Irene
op Y11 FA It IN e, t
Bt. AVAILABLE FUNDS INQUIRY 162
NEXT FUNCTION: ACTION:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
COMP / ACCT / CNTR ALTERNATE COMP / ACCT / CNTR
PE45 539120 0707006 PE45 53ZZZZ 0707006
ACCT DESC: OTHER CONTRACTUAL SERVICE ORIG APPROPRIATION: 0.00
CNTR DESC: SEWER REPAIR LAST ACTIVITY: 08/04/2009
690,000.00 (ALLOTMENT ) 1,111,965.00 (ALLOTMENT )
75,900.00 (COMMITMENT ) - 75,900.00 (COMMITMENT )
- 3,907.70 (ENCUMBRANCE ) - 22,768.14 (ENCUMBRANCE )
- 269,489.72 (EXPENDITURE ) - 652,111.63 (EXPENDITURE )
340,702.58 (AVAIL BAL) 361,185.23 (AVAIL BAL)
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POST AMT PCT GRP LTD P REV EXP C COMM S P STAT DATE DATE
1 Y 9999 999 Y Y N Y Y Y 5 9 0
4g �: ;00.1 07/02
3 3 3
EFW Mainframe-E%TRAP%-creme
AVAILABLE FUNDS INQUIRY 162
idL;U FUNCTION: ACTION:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
COMP /�9CC_T /CNTR �9LT_ERNAIESOMP /ACC_T �CNT_R
- PE45 539120 -- 0603001 PE45 53ZZZZ- ---- 0603001- -
ACCT DESC: OTHER CONTRACTUAL SERVICE ORIG APPROPRIATION: 0.00 -
CNTR�ESC:- LABORATORY SERVICES- - - - - - -CAST ACTIVITY: 08/04/2009- -
252,301.00 (ALLOTMENT ) 410,954.00 (ALLOTMENT )
1,012.00 (COMMITMENT ) - 1,012.00 (COMMITMENT )
- 9,184.86 (ENCUMBRANCE ) - 15,544.86 (ENCUMBRANCE )
- 120,195.22 (EXPENDITURE ) - 191,610.59 (EXPENDITURE )
--------------------- ---------------------
= 121,908.92 (AVAIL BAL) = 202,786.55 (AVAIL BAL)
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POST AMT PCT GRP LTD P REV EXP C COMM S P STAT DATE DATE
1 Y 9999 999 Y Y - N Y- Y -Y 5 9 0
3 3 3 —
CF WMarnTam¢-E%TRAI%-tt¢me
.. AVAILABLE FUNDS INQUIRY _
NEXT FUNCTION: ACTION:
COMP / ACCT / CNTR ALTERNATE COMP / ACCT / CNTR
PE45 539120 0703001 PE45 53ZZZZ 0703001
ACCT DESC: OTHER CONTRACTUAL SERVICE ORIG APPROPRIATION: 0.00
CNTR DESC: LABORATORY SERVICES LAST ACTIVITY: 08/04/2009
203,473.00 (ALLOTMENT ) 306,629.00 (ALLOTMENT )
- 1,012.00 (COMMITMENT ) - 1,012.00 (COMMITMENT )
- 68,612.75 (ENCUMBRANCE ) - 74,972.75 (ENCUMBRANCE )
- 136,134.77 (EXPENDITURE ) - 183,989.00 (EXPENDITURE )
--------------------- ---------------------
= 2,286.52- (AVAIL BAL) = 46,655.25 (AVAIL BAL)
L OVEREXPEND A E C G
_V TOL_E_RANCE BDG YTD P _EST_ _N_ __L R ACTIVE INACTIVE
L POST AMT- PCT GRP- LTD P REV EXP- C COMM S P- STAT DATE DATE
1 Y 9999- 999 Y Y N Y Y Y �5-9 0 --
3. .
Funds • . •le in PE45-539120-0703001 but .• commitment
• funds are available1 1 11
�`�CFWMainframe-tX TR H X-[renle
rr to0 - r
AVAI L-AB_L-E=FUNQSILIQU 1.1:
NEXT FUNCTION: ACTION:
-------------------------------------------------------------------------------
COMP_/ACCT /CNTR__ _ _ _ALTERNATESOMP /ACCT_/CNTR __ ___ __
PE45 524010 0604009 PE45 52ZZZZ 0604009
ACCT DESC: MINOR EQUIP & APPLIAN ORIG APPROPRIATION: 0.00
CNTR- DESC:. METER _SERVICES LAST ACTIVITY: 08/04/2009
116,404.00 (ALLOTMENT ) 669,748.00 (ALLOTMENT )
- 17,710.00 (COMMITMENT ) - 42,709.00 (COMMITMENT )
- - �00 (ENCUMBRANCE-)= - - 22125�1�(ENCUMBRANCE
119,725.17 Din ) - 517,476.16 (EXPENDITURE )
= 21,031.17- (AVAIL BAL) = 87,437.38 (AVAIL BAL)
Ft
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POST AMT PCT GRP LTD P REV EXP C COMM S P STAT DATE DATE
l Y 9999 999 Y Y N Y Y Y 5 9 0 10/01/1993
�a � :00.1 07/02
3 3 3
Funds • . • ' 41 1 1.1411• but .• commitment
• funds are available1.1411'
��Efwr-ianfrao,e-exrna x-i.rre
rR = ; A Itr e t
BC AVAILABLE FUNDS INQUIRY 1b2
NEXT FUNCTION: � ACTION:
COMP / ACCT / CNTR ALTERNATE COMP / ACCT / CNTR
PE45 539120 0601005 PE45 53ZZZZ 0601005
ACCT DESC: OTHER CONTRACTUAL SERVICE ORIG APPROPRIATION: 0.00
CNTR DESC: LAST ACTIVITY: OSf04f2009
34,266.00 (ALLOTMENT ) 73,393.00 (ALLOTMENT )
- 1,012.00 (COMMITMENT ) - 1,012.00 (COMMITMENT )
- 2,230.80 (ENCUMBRANCE ) - 2,818.74 (ENCUMBRANCE )
- 19,757.77 (EXPENDITURE ) - 43,921.67 (EXPENDITURE )
--------------------- ---------------------
= 11,265.43 (AVAIL BAL) = 25,640.59 .(AVAIL BAL)
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
C-POST AMT—PCT GRP-CTD-P REV-EXP C-COMM SP STAT DATE DATE
1 Y 9999 999 Y Y N Y Y Y 5 9 0 1Of01/?004
3
��[FWMail,frame-E%TH A!%-creme
r t i = 0) 0 E tr F . ce E A- - - - - - - - - - - - - - - - - - - - - - - -
BC AVAILABLE FUNDS INQUIRY 162
NEXTFUNC-TION:- - - --AC-TION: -- -
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
COMP / ACCT / CNTR ALTERNATE COMP / ACCT / CNTR
-PE45- 5391 D-7010C'S- - PE4��3ZZZZ 0�01b0�
ACCT DESC: OTHER CONTRACTUAL SERVICE ORIG APPROPRIATION: 0.00
AC a kVITY: 0$/0 /2009
34,266.00 (ALLOTMENT ) 72,393.00 (ALLOTMENT )
- 1,012.00 (COMMITMENT ) - 1,012.00 (COMMITMENT )
- 2,230.80 (ENCUMBRANCE ) - 2,818.73 (ENCUMBRANCE )
- 19,978.01 (EXPENDITURE ) - 42,692.02 (EXPENDITURE )
--------------------- ---------------------
= 11,045.19 (AVAIL BAL) = 25,870.25 (AVAIL BAL)
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POST AMT PCT GRP LTD P REV EXP C COMM S P STAT DATE DATE
1 Y 9999 999 Y Y N Y Y Y 5 9 0 10/0.1/2004
3 3
�.�CF WMain(rame-EXTR0.!%-heme
= Ci 0' F� � •
f3C AVA1L�1tiLL FUIVUS 1:NQUlkY 162
NEXT FUNCTION: ACTION:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
File Edit View look �esMm pptiDns lie4p
COMP / ACCT / CNTR ALTERNATE COMP / ACCT / CNTR
PE45 539120 0602501 PE45 53ZZZZ 0602501
ACCT DESC: OTHER CONTRACTUAL SERVICE ORIG APPROPRIATION: 0.00
CNTR DESC: ENGINEERING ADMINISTRATION LAST ACTIVITY: 08/04/2009
115,000.00 (ALLOTMENT ) 338,001.00 (ALLOTMENT )
- 1,265.00 (COMMITMENT ) - 1,265.00 (COMMITMENT )
- 75.00 (ENCUMBRANCE ) - 38,000.00 (ENCUMBRANCE )
- 25,116.94 (EXPENDITURE ) - 149,456.22 (EXPENDITURE )
--------------------- ---------------------
= 88,543.06 (AVAIL BAL) = 149,279.78 (AVAIL BAL)
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POST.-AMT PCTGRP-LTD-P REV-EXP C-COMM—S-P STAT DATE -DATE-
1 --
4 s
3
��CF WMain(rame-E%TRA!%-Uane
iR _ i 1e 0 El It IN 1. • of o
BC AVAILABLE FUNDS INQUIRY 162
--
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
COMP / ACCT / CNTR ALTERNATE COMP / ACCT / CNTR
PE45-539120 0702501 - P-E=4S-53ZZZZ- - 070�501 - -
ACCT DESC: OTHER CONTRACTUAL SERVICE ORIG APPROPRIATION: 0.00
CNTR�ESC:=ENGINEERING=ADMINISTRATION- - - =LAT�ICT=IVITY:OS/04/2009- -
105,000.00 (ALLOTMENT ) 286,146.00 (ALLOTMENT )
- 1,265.00 (COMMITMENT ) - 1,265.00 (COMMITMENT )
- 48,044.67 (ENCUMBRANCE ) - 78,958.91 (ENCUMBRANCE )
- 52.46 (EXPENDITURE ) - 46,443.48 (EXPENDITURE )
--------------------- ---------------------
= 55,637.87 (AVAIL BAL) = 159,478.61 (AVAIL BAL)
L OVER EXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POST AMT PCT GRP LTD P REV EXP C COMM S P STAT DATE DATE
1 Y 9999 999 Y Y N Y Y Y 5 _9 0__
3 3 *•
�J CFWMaintrame-EX TR A.X-Irene
r = ri 0 F
BC AVAILABLE FUNDS INQUIRY - 1ti2
NEXT FUNCTION: ACTION:
-------------------------------------------------------------------------------
COMP / ACCT / CNTR ALTERNATE COMP / ACCT / CNTR
PE45 524010 0604012 PE45 52ZZZZ 0604012
ACCT DESC: MINOR EQUIP & APPLIAN ORIG APPROPRIATION: 0.00
CNTR DESC: WATER INFORMATION TECHNOLOGY LAST ACTIVITY: 08/04/2009
Will
64,600.00 (ALLOTMENT ) 257,575.00 (ALLOTMENT )
24,119.50 (COMMITMENT ) - 24,119.50 (COMMITMENT )
- 0.00 (ENCUMBRANCE ) - 28,579.80 (ENCUMBRANCE )
- 16,182.72 (EXPENDITURE ) - 107,120.55 (EXPENDITURE )
--------------------- ---------_--------_---- _ _
= 24,297.78 (AVAIL BAL) = 97,755.15 (AVAIL BAL)
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POSTAMT PCT GRP CfD� REV-EXP C-COMM SP STAT DATE- DATE-
1 Y 9�?��? 999 Y Y N Y Y Y 5 9 0 10,/t11/2007
r
3
�J CE W Mainframe-E%TRA!%-trem
BC AVAILABLE FUNDS INQUIRY
-NEXT FUNCTION:- -ACTION: - - -
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
COMP-/-ACCT /-CNTR AL-TERNATE-COMP /--ACCT /-CNTR
�3=5Z4�T0- - 0704012 PE45=52ZZZZ- 0704012- -
ACCT DESC: MINOR EQUIP & APPLIAN ORIG APPROPRIATION: 0.00
CNTR-DESCtWATER�NFORMATION�fECHNOLOGY LAST ACTIVITY: O8/04�2009 =
64,600.00 (ALLOTMENT ) 256,825.00 (ALLOTMENT )
- 24,119.50 (COMMITMENT ) - 24,119.50 (COMMITMENT )
- 0.00 (ENCUMBRANCE ) - 25,018.96 (ENCUMBRANCE )
- 16,182.73 (EXPENDITURE ) - 91,826.55 (EXPENDITURE )
--------------------- ---------------------
= 24,297.77 (AVAIL BAL) = 115,859.99 (AVAIL BAL)
L OVEREXPEND A E C G
V TOLERANCE BDG YTD P EST N L R ACTIVE INACTIVE
L POST AMT PCT GRP LTD P REV EXP C COMM S P STAT DATE DATE
1 Y 9999 999 Y Y N Y Y Y 5 9 0 10/01/2007
3 3 *• -