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HomeMy WebLinkAboutContract 55515City Secretary Contract No. �JJ� �J 1�J ��� ����� VENDOR SERVICES AGREEMENT EnVue Telematics, LLC This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and EnVue Telematics, LLC ("Vendor"), a Texas LLC, each individually referred to as a"party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: L This Vendor Services Agreement ("Agreement"); 2. Exhibit A— Scope of Services; 3. Exhibit B— Price Schedule; 4. Exhibit C— Verification of Signature Authority Form; 5. Exhibit D— Pricing Catalogue & Other Supporting Bid Response Documents; and 6. Exhibit E— End User License Agreements for SurfSight and GeoTab Exhibits A, B, C, D, and E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions or provisions of Exhibits A, B, C, D, or E and the terms and conditions set forth in the body of this Agreement, are prohibited by applicable law, conflict with any applicable rule, regulation ar ordinance of the City, the terms and conditions of this Agreement shall control. 1. Scope of Services. Vendor shall provide an automatic vehicle locatar (AVL) and driver performance monitoring system that includes: hardware, licensed software to GeoTab and SurfSight, software updates, 24/7 customer support, web-based secure hosted, risk management and safety training driver program. Exhibit "A," - Scope of Services ("Services") more specifically describes the goods and services to be provided hereunder. Vendor may utilize third parties in the performance of the Services. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on March 22, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City sha11 have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to one (1) two-year renewal option, at City's sole discretion. 3. Compensation. 31. Total Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions Vendor Services Agreement — EnVue Telematics, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. of this Agreement and Exhibit "B," — Price Schedule. Total payment made under this Agreement for the by City shall be in an amount not to exceed Seven Hundred Thousand Dollars and no cents ($700,000.00). Vendor acknowledges that this amount is not a guarantee of compensation payable to the Vendor rather it is a not to exceed amount and such compensation shall be made pursuant to Exhibit `B. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specifed by this Agreement unless City first approves such expenses in writing. 3.2 Invoicing and Pavment: Vendar will invoice City for all services in accordance with the terms of the Agreement. All invoices must comply with the invoice requirements provided in Exhibit A. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. 4.3 Non-appropriation of Funds. In the event no funds or insufiicient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 51 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made fu11 disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make fu11 disclosure to City in writing. Vendor Services Agreement — EnVue Telemarics, Page 2 of 76 LLC City Secretary Contract No. 5.2 Confidential Information. Vendor, for itself and its offcers, agents and employees, agrees that it shall treat a11 information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufiicient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City sha11, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, a11 electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its ofiicers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its ofiicers, agents, servants, employees or subVendor. Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, Vendor Services Agreement — EnVue Telematics, Page 3 of 76 LLC City Secretary Contract No. INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing Vendor Services Agreement — EnVue Telematics, Page 4 of 76 LLC City Secretary Contract No. alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Assignment and Subcontractin�. 9.1 Assi ng ment• Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City, which shall not be unreasonably withheld. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Covera�e and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Warkers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence Vendor Services Agreement — EnVue Telematics, Page 5 of 76 LLC City Secretary Contract No. $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Re�ulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and locallaws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. Vendor Services Agreement — EnVue Telematics, Page 6 of 76 LLC City Secretary Contract No. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants ar representatives, (2) delivered by facsimile with electronic coniirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager for Property Management 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: EnVue Telematics, LLC Susan Johnson, COO 405 Enterprise Street Longview, TX 75604 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. To the extent that any of the attached exhibits, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are deleted from such Exhibits and not incorporated into this Agreement and shall have no force or effect. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendar's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay ar omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government 1aw, ordinance, or regulation; acts of God; acts of the public Vendor Services Agreement — EnVue Telematics, Page 7 of 76 LLC City Secretary Contract No. enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headin�s not Controllin�. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of CounseL The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of A�reement. This Agreement, including all attached Exhibits contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any priar or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts sha11 together constitute one and the same instrument. 25. Attorneys' Fees, Penalties, and Liquidated Dama�es. To the extent that any of the attached exhibits requires the City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 26. Linked Terms and Conditions. If any of the attached exhibits contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of this Agreement shall be the linked terms and conditions referred to in the exhibits. To the extent that the linked terms and conditions conflict with any provision this Agreement, the provisions contained within this Agreement shall control. If any changes are made to the linked terms and conditions after the effective date of this Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of this Agreement, all of the linked terms and conditions are hereby deleted and void. Vendor Services Agreement — EnVue Telematics, Page 8 of 76 LLC City Secretary Contract No. 27. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor sha11 either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 28. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perfarm work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 29. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs %rst). Each copyrightable aspect of the Wark Product shall be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 30. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Veri�cation of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 31. Chan�e in Companv Name or Ownership. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change far the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting 1ega1 documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. Vendor Services Agreement — EnVue Telematics, Page 9 of 76 LLC City Secretary Contract No. 32. No Bovcott of IsraeL If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. [SIGNATURES ON FOLLOWING PAGEJ Vendor Services Agreement — EnVue Telematics, Page 10 of 76 LLC City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: �a�rq ���G��a�f' B�l; Dana Rur�S, 7_0�00 CDT) Name: Dana Burghdoff Title: Assistant City Manager APPROVAL RECOMMENDED: sfie✓e CooKe B�I. Steve Cooke (Apr 1, 7_07_7 15:51 CDT) Name: Steve Cooke Title: Director, Property Management Department ATTEST: By: `��U ��� Name: Mary Kayser Title: City Secretary q,������ ,o,�'� FORr ��� p ��000000000� �� o � 0 � A�o o��d �vo °=d 0 00 � d � d'� o o� �`�' ��� nEXAS��'p VENDOR: EnVue Telematics, LLC Suscln ToG�nsovr B�I; SusanJohnson(Mar31,20211236 EDT) Name: Susan Johnson Title: ��Te#�e�t�en�rEe� CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. / � By: cnr� ,zoz ii:ucor� Name: Chris Means Title: Assistant Director, Property Management Department APPROVED AS TO FORM AND LEGALITY: ���u�t��,� . ,��� d� B17; ChristopherAusTr.(Apr1,202121:38CDT) ., Name: Christopher Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 21-0199 03/23/2021 1295: 2021-717781 Vendor Services Agreement — EnVue Telematics, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1.0 PURPOSE Vendor shall provide an automatic vehicle locatar (AVL) and driver performance monitoring system that includes: hardware, licensed software, software updates, 24/7 customer support, web-based secure hosted, risk management and safety training driver program. Currently, there are approximately 4,600 City vehicles and equipment, on-road and off-road which may require on-site installation or removal of an AVL system. 2.0 REQUIREMENTS FOR DRIVER PERFORMANCE TRACKING/AVL SYSTEM 2.1 GLOBAL POSITIONING SYSTEM (GPS) 2.1.1 Vendor shall provide a real time monitoring and user management system. 2.1.2 Vendor shall provide a GPS that is user friendly web-based tracking with security access. 2.1.3 Vendor shall provide the latest industry technology with GPS units, relatively sma11 for mounting inconspicuously utilizing web base application for set up review andmonitoring. Vendor shall install Geotab's G09 telematics devices that offer a 32-bit processor, 64-Mb non-volatile flash memory that can hold up to 80,000 logs in offline mode (out of coverage), and accident data memory that can record over 100 minutes of second-by-second data (8,000 logs) of which the last 1.2 minutes are sent instantly on accelerometer-triggered accident-level events. Vendor equipment shall also provide g-force monitoring, Geotab IOX (input output expander) expandability, and engine and battery health assessments. 2.1.4 Vendor shall provide GPS units with cab-facing and front-facing dash cameras. 2.1.5 Vendor shall provide night vision capabilities. 2.1.6 Vendor's system shall include built in antenna using Geotab G09 to offer in- vehicle alerts to instantly notify drivers of infractions and with hardware add- ons, live coaching for driver's on-road performance. The G09 does not require a dash-mounted antenna or any wire splicing. 2.1.7 Vendor's system shall include mobile tracker to be installed in secure/covert location inside vehicle. 2.2 FLEET TRACKING SOFTWARE- DRIVER PERFORMANCE TRACKING/REPORTING 2.2.1 Vendor shall provide real-time 24/7 fleet analytics, offering 40 built-in Microsoft Excel reports. 2.2.2 Vendor shall provide a tracking system that is user friendly and connects directly to vehicle and/or GPS tracking device. System shall have reporting capabilities, importing and exporting information capabilities, pre-defined and ad hoc reporting. Vendor Services Agreement — EnVue Telematics, Page 12 of 76 LLC City Secretary Contract No. 2.2.3 Vendor's GO device shall integrate with the City's IOX-NFC READER (provided by Vendor) Near Fie1d Communication (NFC) to help identify which drivers are operating vehicles in a fleet at any given time. 2.2.4 Vendor tracking portal capabilities shall have customizable dashboard that allows specific departments to create reports and department- specifc datarestrictions. 2.2.5 Vendor reports shall be user-friendly in providing accessibility and provide Group/Department/iJser level security. 2.2.6 Vendor's system shall intergrade with the following Fleet management systems: FASTERTM and AssetWORKS and other industry standard systems. City shall integrate the fleet telematics data into existing software by leveraging Geotab's Software Development Kit (SDK). 2.2.7 Vendor's system shall have sensor-specific tracking capabilities which measures engagement and disengagement of equipment including, but not limited to; the boom, PTO, and sweeper. 2.2.8 Vendor's Geotab's SPR-RELAYKIT incorporates controls for enabling a relay directly from the Telematics Device. The relay, enabled remotely from the web application, is activated using the NFC (Near Field Communication) Driver ldentification device.This kit maybe used to prevent a vehicle to starting up but it is not designed to be used to cut power to the vehicle while it is running. Vendor's system shall provide Inspection alert, reporting,notification (email, text, etc.) in real-time access to information in MyGeotab. 2.2.9 Vendor's system shall provide device registration alert/reporting/notification (email, text, etc.). Vendor shall utilize activation alerts to update vehicle information based on the City's requested unique identifer for each asset. Vendor's device report, called Watchdog, shall actively monitor the health of the GO device and shall indicate if the device is reporting as expected. Vendor shall actively send the report to users, as requested. Vendor shall include a troubleshooting form in each report delivered (the most common reporting timing is weekly) to assist users in device assessment. 2.2.10 Vendor's system shall provide device tampering or unregistered. alert/reporting/notiiication when AVL is removed from vehicle, configured with driver and supervisor email addresses for alert purposes. When exception rules are broken, Ciry user has a choice to send out automatic notifications to the relevant parties. 2.211 Vendor's system shall provide low voltage alert alert/reporting /notification 2.2.12 Vendor's system shall provide mileage reporting. 2.2.13 Vendor's system shall provide operating cost (past, current and projected) 2.2.14 Vendor's system shall provide fuel consumption. 2.2.15 Vendor's system shall provide engine data. 2.2.16 Vendor's system shall provide automatic maintenance reminder platform to track maintenance events for any kind of vehicle based on frequency requested. Vendor's system shall also allow maintenance activity verification. 2.2.17 Vendor's device, upon installation, sha11 broadcast to the User Interface the vehicle's Vehicle Identification Number (VIN). 2.2.18 Vendar's system shall have the ability to add attachments to vehicle history/file such as pre/post pictures of vehicle's condition. 2.2.19 The system shall have the ability to run inventory reports and export. 2.2.20 Vendar's system shall provide mechanical and electronic diagnostics (ability to enter/import diagnostic data or DTE codes). Vendor Services Agreement — EnVue Telematics, Page 13 of 76 LLC City Secretary Contract No. 2.3 DRIVER PERFORMANCE SYSTEM FUEL-RELATED TECHNOLOGY (OPTION) — If fuel related technology is available in the proposed system, the Proposer shall state The technology shall meet the following: 2.3.1 Vendar's system shall have secured remote capabilities far monitoring, management and maintenance activities. City user shall note there may be a minor delay between when data is sent from the vehicle to when the server sends a notification depending on the type of notification and exception being handled. Alerts can be sent for speeding, unauthorized or after-hours usage, productivity (idling, arrival/departure times, etc.) 2.3.2 Vendor's system should monitor, collect and respond to common status information in City vehicle. This includes engine RPM, engine light, seatbelt, odometer, engine hours, emissions, VIN, and vehicle battery voltage. City user shall note that the robustness of the information collected is based on the make, model, and year of the vehicle. 2.3.4 Vendor's system should monitor fuel usage efficiency and provide reporting. 2.3.5 Vendar's system should monitor and provide reporting for idling. 2.3.6 Vendor's system should monitor and provide route ef�ciency tracking and data. 2.3.7 Vendor's system should monitor and track mileage and hours used for fuel efficiency management and reporting. 3.0 SERVICE LEVELS AND SUPPORT SERVICES 3.1 SERVICE & SUPPORT 3.1.1 Vendor shall provide the City with the Automatic Vehicle Locator system, installation, removal, with at least one in-person visit for training and/or MyGeotab service review annually, access to the Vendor's Web Portal, customized DriverScore reporting, analytic data, support services and guidance for the investigation and vetting of any newly provided products or services offered by Geotab or their 3ra party marketplace partners. 3.1.2 3`d party partners shall be certiiied by the equipment manufacturers the equipment installed and is required to continue their education in best practices, and new products and their install needs and requirements 3.1.3 Acquisitions: Vendor shall assist the City in acquiring all Geotab and Camera related equipment, harnesses, IOX expansion or auxiliaries. Vendor shall provide on-going training support to existing and new users, as they may come on-board. 3.1.4 Vendor shall provide a telematics system with a minimum 4G or latest cell technology. All Vendor GO devices 9 and above will be equipped with cellular communication of 4GLTE. 3.1.5 Vendor's service and support shall cover City vehicles from each deployment location through Geotab certified 3rd Party Partner. 3.1.6 Surfsight's service shall include using Surfsight's proprietary systems and software for the collecting, recording, and transmitting of videos and data to Surfsight, and the storing, organizing and processing of videos and data by Surfsight (including receiving, viewing, identifying Vendor Services Agreement — EnVue Telematics, Page 14 of 76 LLC City Secretary Contract No. specifc risky driving behavior, annotating with comments assessing behavior as needed, and making recommendations for coaching as needed). Vendor shall support the City in the formatting of Security Clearances, adding or deletion of users or any other access controls at the City's request. 3.1.7 Vendor shall use driver information provided by City for the purpose of identifying City's drivers during analysis of any videos and data. 3.1.8 Vendor shall provide the name and phone number of the primary person of contact for service and billing needs. 3.1.9 Vendor shall create Bills of Materials (BOM) to ease ardering of complete systems, if requested. 3.110 Vendor shall guide the City through the initial decision on equipment purchases, make recommendation regarding accessories and add-on, and ordering equipment. 3.1.11 Vendor shall track progress of order through final delivery location. 3.1.12 Vendor shall, after delivery, assist in answering any questions about installation, project manage the arrangement of installation through completion, working with City staff, to eXpedite and take the process to the end. 3.1.13 Vendor shall, after setting schedules for installation, engage the City in discussions regarding, but not limited to: best practices in setting up the software, User Profiles and Credential Standards, Grouping Trees, Specific User Access (Security Clearances), Dashboard configuration, Reporting configurations, Standard Rules Engine set up, and Unique Rule additions. 3.114 Vendor shall provide a full-feature Support platform through Support Services where City users can interact with professionals to get help with: support, training on using MyGeotab and Mobile Applications, resolve issues, and participate in ongoing engagement to drive continued customer ROI. 3.1.15 City shall submit a ticket for Support Requests or by connecting with an Agent through the Live Chat feature. When a ticket is submitted, users will have the ability to follow the resolution workflow, and provide input where needed. Vendor shall, through Geotab, provide support 24 hours a day 7 days a week in English, Spanish and French (French support excludes Canadian holidays). 3.2 DRIVER PERFORMANCE ANALYSIS AND REPORTS 3.2.1 Vendor shall provide monitoring and maintenance history reports (ability to view, search and export) of fuel, maintenance and scheduled maintenance. Vendor shall use Microsoft Excel for reports, but are not limited to: Vendor Services Agreement — EnVue Telematics, Page 15 of 76 LLC City Secretary Contract No. • Seatbelt usage • Customizable dashboards and reports • Trending dashboards and reports • Report scheduling • Private vs. business mileage • Driver scoring reports • Customer stops by zone report • Driver congregation report • Accident reconstruction report • Customizable work hours • Time-off and timecard reports • Speeding • After-hours usage • Back-up when leaving • Eneine dia�nostics and issues • Accident • Low battery warning • Engine misuse . Risk management reports (insurance use case) • Productivity (idling, arrival/departure times, etc.) • Find nearest vehicle to location including distance • Dangerous driving (acceleration, braking, cornering) • Maintenance reminders scheduled by time or distance, or engine data parameters . North America specific: Color-coding to signify the status of Garmin-equipped drivers on a map • North America specific: IFTA fuel tax reports 3.2.2 Vendor's historical reports shall include vehicle id, by city number and/or description, vehicle speed, mapping, arrival, stoppage times. 3.2.3 Vendor's reporting shall provide driver behavior reports in relation to speed, idling, harsh cornering, harsh braking, harsh acceleration, and excessive RPM usage. Provides driver behavior reports in relation to speed, idling, harsh cornering, harsh braking, harsh acceleration, and excessive RPM usage. 3.2.4 Vendor's reporting capabilities shall include alert notifications (i.e. GEO Fencing).Vendor's equipment shall determine potential "dead zones" or intermittent outages, using big data analytics to identify areas where GO devices have experienced past issues communicating over the cellular network and provides an Iridium satellite failover for periodic location data and "panic button" communications. 3.2.4.1 If required by the City, SAT COM , equipment and service is available for purchase, which will include additional cost for SAT COM equipment, pricing included in the catalogue, and a monthly service fee of $39.80. 3.2.5 Vendor shall provide primary training at no additional cost, per Exhibit B, via web-based, interactive training lead by training staff and program help menus on how to access reports. Vendor shall augment training with other tools, but not limited to, Quick Start Guides, Videos, PowerPoint presentations, on-line self-timed training and more. 3.2.6 Vendor shall provide Analytic Data to City via the Vendor's Web Portal or other means. 3.2.7 Vendor's reports shall have the following capabilities: importing and exporting, filtering, preset filters and ad hoc reporting. 3.2.8 Vendor's system shall allow unfiltered access to the data that is generated by City vehicles and assets. Infarmation shall be viewed via our web-based software, MyGeotab, the Vendor's application programming interfaces (APIs) for back-end system integrations, and for sharing data to a third-party. Vendor Services Agreement — EnVue Telematics, Page 16 of 76 LLC City Secretary Contract No. 3.2.9 Vendor shall provide data associated with near miss collisions that results from risky driving behaviors. Vendor will utilize MyGeotab Rules engine integration to the Surfsight camera to enable and provide the City the ability to create very specific and customized parameters for automatic video recordings. Reports shall identify the number of Events recorded by the Equipment in each vehicle covered by the service, compare the number of events recorded to the previous reporting period for the purpose of establishing and illustrating trends by driver and location, propose driver coaching follow through, show trends in risky driving behavior unique to City's deployment location(s), and identify risky and safe drivers. City driver shall receive two warnings before a ten- second video is recorded and sent to the cloud for management review. 3.2.10 Vendor shall provide the ability for optional electronic pre- trip inspection recording abilities, as applicable for on-road and off- road vehicles and equipment from their tablet or smartphone. 3.211 Data Ownership — The City will own all right, title and interest in its data that is related to the services provided by this contract. The Contractor shall not access City user accounts or City data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this contract, or (4) at the City's written request. Vendor's End User License Agreement (EULA) valid as of February 2021 Section 9 states: "We claim no ownership of any vehicle data that you generate and associate with our devices installed in your particular vehicle(s) ("Individual Vehicle Data") and which you transmit or process using our Products. We will process and transmit Individual Vehicle Data to provide, maintain and improve our Products and perform obligations under this Agreement and applicable law. In furtherance of such purposes, based on certain non-position data elements in your vehicle database (such a vehicle VIN), from time to time in certain jurisdictions we may query, on a confidential basis, databases maintained by reputable third-party providers for additional information" 3.3 RECORDS AND RETENTION 3.31 Surfsight shall utilize Surfsight technology, to retain the video and event data of the City uploaded MyGeotab for a period of 30 days from upload, after which the Surfsight will remove this data from the City's Account automatically. City, as Controllers in the software, shall back up Data from the Solution to other systems of your choosing. 33.2 Surfsight shall not retain driver behavior recordings/video past the 30 day period, per Attachment E. 3.4 REMOTE ACCESS TO CITY'S ACCOLTNT(S) 3.4.1 Vendor shall provide mobile access via app or website. Vendor's MyGeotab, shall be used to access the City's accounts as an app for iOS and Android. Vendor Services Agreement — EnVue Telematics, Page 17 of 76 LLC City Secretary Contract No. 3.4.2 Vendor shall assign each End User a User ID. For so long as City remains a subscriber of the Service in compliance with all the terms of the Contract, City's End Users may access City's account(s) on the Vendor's Web Portal by using their UserIDs. 3.4.3 Each End User shall agree to (by "clicking through" on-line or other suitable means determined by Vendor) the Web Portal then current privacy policy. The privacy policy can be clicked through from the EULA in Geotab and part of the EULA for Surfsight. 3.4.4 City and Vendor shall collaborate in developing an implementation plan in which we will mutually agree on a reasonable number of User IDs for City. 3.5 INSTALLATION & REMOVAL 3.5.1 Vendor shall provide installation services of new equipment to all locations within the City of Fort Worth through 3`d party Installers. Vendor's installation managers shall work with 3rd party vendors to project manage complex rollouts including, but not limited to: equipment delivery, appointment setting, confirmation and installation. Vendor's install managers shall provide clear and concise communication in managing the roll-out including, but not limited to, project planning, ordering, management, tracking product delivery and confirmation of appointment to final completion 3.5.2 Vendor shall provide removal services of old equipment at no additional cost, per Exhibit B: Price Schedule, before installing new equipment. 3.5.3 Vendor shall respond within 24 hours of initial request to provide removal and/or installation services. Vendor shall support the City with most rapid response times which sha11 be generally less than two (2) hours during business hours Monday through Friday, excluding holidays. 3.5.4 Vendor's location for installed Interface shall not be readily visual or easily accessible within the cab/operators compartment of the vehicle ar equipment. 3.5.5 The majority of the installation and removal services shall be performed at the locations listed below. Mobile assets may be serviced anywhere in the City: BRENNAN JAMES AVE NORTH SERVICE WATER SERVICE SOUTHSIDE BODY SHOP SERVICE CENTER CENTER CENTER SERVICE CENTER 2400 Brennan Ave 5021 James Ave 317 Hillshire Dr. 2222 W. Daggett Ave 4100 Columbus Trail Fort Worth, TX 76106 Fort Worth, TX 76115 Fort Worth, TX 76052 Fort Worth, TX 76104 Fort Worth, TX 76133 3.6 IMPLEMENTATION AND TRAINING 3.6.1 Vendor shall, after installation and with a few days of data collection, start the training plan to include initial site set-up to general users and up to full administration training. 3.6.2 Vendor shall provide no cost, in-person training (where possible) as set forth in each Agreement to City's fleet safety staff and management regarding the features, functionality, operation, and effective use of the Service. 3.6.3 Vendor's training shall be continual and available for the lifetime of the contract period for all future onsite installations. Vendor Services Agreement — EnVue Telematics, Page 18 of 76 LLC City Secretary Contract No. 3.6.4 Vendor shall perform all replacement within 60 days after notice to proceed and shall provide in person training within 90 days or notice to proceed and augment at least once a year for a 2-3 days of consecutive training sessions. 3.6.5 City shall submit a Training Request ticket to schedule training, at no cost per Exhibit B: Price Schedule. Users can choose from a suite of self-paced onboarding workflows, or may be offered personalized one-to-one training with an Implementation Specialist. Once a ticket is submitted, users are connected with a training specialist who will customize and schedule training at the user's convenience. City users shall also receive proactive communications including emails and phone calls from Training and Success teams focused around using fleet management to make their business better. 3.7 SUPPORT AND MAINTENANCE 3.7.1 Vendor shall provide City the Support Services for each Deployment Location set forth in Section 3.5.5 of this Scope of Services and support all of the City's requests and needs involving the equipment, software, or any 3`d party marketplace vendors of interest. Vendor shall provide Geotab's product support 24 hours a day, 7 days a week from within the Geotab, MyGeotab portal. 3.71.1 City users sha11 call (800) 201-1169 Vendor's Support Team listed below for help with AVL issues: 1. Susan Johnson, MSM — SVP O erations (Princi al — res onsible for client service excellence 2. Dan Shive, Director of Client Experience and Account Management — responsible for client en a ement and return on investment. 3. Angel Bennett — Senior Support Engineer - responsible for Tier 1— 2 support and Tier 3 escalation to Geotab 4. Kim Williams — Hel desk Su ort Tier 1-2, some Tier 3 su ort, and Contracts 5. Jesse Robles — Hel desk Su ort Tier 1-2, Tier 3 Bilin ual 6. Ton Cura — Hel desk Su ort Tier 1-2, Tier 3 Bilin ual , Installation mana ement 7. James Canales — Hel desk Su ort Tier 1-2, Tier 3 Bilin ua1 8. Ja Galle os — Hel desk Su ort Tier 1-2 (Bilin ual , Installation mana ement 9. Jonathan Luna — Hel desk Su ort Tier 1-2 Bilin ual 10. Ro er Oliveres — Hel desk Su ort Tier 1-2 Bilin ual 11. Sandra Urdalie — Order rocessin and fulfillment Bilin ual 3.7.1.2 Vendor shall provide Additional Tier 1— Tier 3 Support Services 7am — 6pm Central, Monday — Friday and limited weekend email support 2-4 hours Saturday, Sunday, and Holidays. Agents are located virtually, at their home office locations, across the Eastern and Central time zones. Vendor Services Agreement — EnVue Telematics, Page 19 of 76 LLC City Secretary Contract No. Tier 1— Client requests, for example, new users, password, vehicle updates. Tier 2— Client problem or change management — for example, new reports, troubleshooting devices, troubleshooting other equipment, custom configurations. Tier 3—Engineering, Firmware or Software related issues — for example, software issues other technical issues that require escalation to Geotab Engineering or Development. 3.7.2 Vendor shall perform and/or provide assistance for preventive maintenance such as scheduling and notifications (email, text, etc.). 3.8 EVENT PROCESSING TIME 3.8.1 Vendor shall provide real time event processing access of video and GPS data using Geotab's G09 to recreate vehicle trips and analyze incidents, identify when to record speed, position, and other engine diagnostics. Vendor's device shall constantly monitor various inputs, including: second-by-second GPS data, intra-second accelerometer readings, proprietary engine diagnostic, and auxiliary inputs/outputs. The device monitors the data and determines the appropriate values to transfer and store. 3.8.2 Video and data shall be considered successfully received when the City accesses the data via the network connection and such video and data is then stored on Vendor's server located at the assigned Vendor facility using Geotab. The animation feature displays estimates of the real-time location of the vehicle onto the live map. Viewers can watch a simulated icon of the vehicle as it is moving. This new feature provides dispatchers and fleet managers with a very accurate depiction of where a vehicle enabled with this technology is at any given time. (3.81) (3.8.2) 4.0 INVENTORY OF ASSETS Assets that may require installation, removal, service and maintenance, include, but are not limited to, the inventory listed below: 3,000 on-road and 1,600 off-road vehicles and equipment including, but not limited to, the following: Ford International GM John Deere Dodge and other related manufacturers over 1 ton Freightline Vendor Services Agreement — EnVue Telemarics, Page 20 of 76 LLC City Secretary Contract No. 5.0 ORDERED SERVICES 5.1 The City shall issue a Purchase Order (PO) establishing the equipment number, location, schedule, and fee to be paid to the Vendor far each service request to be completed by Vendor. Vendor shall perform the Services in accordance with each PO issued by the City. The City may issue an amended a PO to address any changes in the work to be performed after a PO has been issued. 6.0 PARTS 6.1 Vendor's catalogue that includes all parts and accessories related to the installation, removal, service, repairs and replacement of the AVL unit shall be added to Exhibit B: Pricing Schedule. 6.2 All AVL parts utilized in repairs, replacements or installations on City assets shall be new unless otherwise requested by PMD/FLEET personnel. Any rebuilt or remanufactured parts must be approved in writing by City PMD/FLEET personnel prior to being utilized by a Vendor. Generally, the device and associated harnesses (Equipment) themselves are not repairable but rather based on the warranty period based on the plan chosen, the Equipment can go through a RMA process (RMA) for replacement. 6.3 Vendor shall utilize current OEM plugs and or interfaces. No cut-ins allowed to OEM wiring. 6.4 Vendor shall utilize all OEM data access points via a plug or Deustch-type connection, no cut-ins allowed. 6.5 Vendor shall ship hardware for installation within 24 hours of order, best efforts to ship as soon as possible (larger orders may take longer for processing). Typical turn-around time on RMA's (replacement of required Equipment) will be less than 7 days to date of shipment (not including transit time). 6.6 Vendor shall supply wiring/routing diagrams. Vendor shall utilize a Troubleshooting Form to assess the issues with the device and work with Geotab remotely, if necessary, to fx device issues. 6.7 Vendor shall provide system administration access via app for a Mobile device. 6.8 Vendor shall be compliant on all data type links such as, but not limited to, J1708, OBD I, OBD II and J1939, Vendar interface shall not have to be unhooked for access and utilization of the OEM diagnostic port. 6.9 Vendor-accessed power supply shall be identifiable and fused, piggy backs on current fused circuits is not allowed. 6.10 Vendor's 3`d party Installers Interface installed location shall not be readily visual or easily accessible within the cab/operators compartment of the vehicle or equipment. 6.11 Vendor shall offer a standard one-year limited device warranty on all Geotab GO devices, which is automatically upgraded to a limited lifetime warranty upon activation on the ProPlus rate-plan. For ProPlus subscribers, Geotab will replace a faulty device with a new device that provides the same level of functionality - free of charge - and based on the following conditions: Vendor Services Agreement — EnVue Telemarics, Page 21 of 76 LLC City Secretary Contract No. 6.11.1 Failure of the G09 device; if the network on which the device operates no longer provides adequate coverage as determined by Geotab; If the device has not been tampered with. 7A INVOICES 7.1 Vendor shall provide separate invoices for monthly services and for additional devices/software ordered. 7.1.2 One monthly invoice for services charged through monthly fees. Invoices for monthly services shall provide details on: all vehicles/units for which services are being invoiced, hardware/accessories associated to each unit and total quantities. See invoice sample below: 7_1.3 Sampla Invoice for hard��uar� and installation: A1/L FLEET DEI�►LEFiS c�siw�.�io &I�T� ,^.i7�+ ron Y.�N, � ree�;Trv�o,o-oinsan 4'.d6 C�Fmtus T� al Fo.t wor�n. Tx 74� w�75�b I��MaicsO�u C�rrantr 10.'i�b]b} USD Fleese Rerrtt To: i�Yow. n�mw. n�3�o� iaui ^. " m �eo-n 611FI Pe+laA Se�vlces PO 11{;f�0�0 - 11/31 f 2UZ6 FAanthl SaMaa - Cw�cmbar 30h] FLVO� 1- 0{�][� �79999 Ow.:[o-ly�ha 6a.i[wid.:�l [uulpm[�rt Llrt 6lceounY N�t�nit iwal �ri,.��l„r�.�.f+�r,r.�,�.:r�F Numhat 4�aMrh' EWymeirtYlNi� Lebd PrKe 71 Rr�sc PrFx IOO�w unR �1 ��ual-�atu7g 6ash temers, "��s� � 647G7013341 7 1F14943724TJ731476 2147252 "�23.�0 L06R $i2.50 $27.5❑ H5':-�M.3� 7.1.4 Purchase of devises/software should be billed separately, one invoice for each additional device requested via Purchase Order. Invoice must reference Purchase Order number, Work Order number and Unit number as indicated in the Purchase Order. Vendor shall provide one invoice per device, but if ordered in bulk (more than one), Vendor is not able to offer an individual invoice per each device �:�1� SHIPPING & FREIGHT COSTS 8.1 Vendor shall include calculated shipping charges on Exhibit B: Price Schedule. 8.2 City shall not be responsible for paying shipping or freight costs not listed on Exhibit B: Price Schedule. Vendor Services Agreement — EnVue Telemarics, Page 22 of 76 LLC •� SAMPLE INVOICE FOR SERVICES City Secretary Contract No. an�o �n�.� r�w mu ��wu1� aw.y ra��u. s��ea �5p �.µx G,Y'oi7NOC�9wSrb�O,f�+ VIYIFfIr'AT} +YrGE��I� Fr �. 'x fsi� � e i ..1 I _.�y� __ +ll.�Y�t_I_t ir'::�C-�'.sC' :"...M �... .v-.:.3i. 'hM�I�UX4tir: �Rte�l �d _�F.t.f..4',:��_-!. ]�di Fy��Mr.'H- j.1f.w.LlW_.��.i ,iF�Fa _ yrgs; i 1�3'2�'S! .'+-0:`.2 `_.SUC � ii..: 5:'k: Vendor Services Agreement — EnVue Telemarics, Page 23 of 76 LLC City Secretary Contract No. EXHIBIT B PRICE SCHEDULE �{{f �� � V �� 4..-/ _ � _ . 1 _ - I , _ _ E3CHIBIT B �1�.�} COST SIJMMARY The quar�tity used for bidding pu rposes t�,+ill be �600 uni#s, The Pro�oser shal I provide all cast asso�iated ��,+ith this RFP. For evalUation purp�ses onl�+the items in the box belowv will be evaluated. Item Description �uantity Unit Cost GP5 Unit vrith Camera 5ystem 45D❑ included InstallationjRem�aval of GP� unit 4500 included Automatic Vehicle Locator and Driv�r 1 i ncluded Performance �oftwvare ft�lon#hly Subscription Fee 12 $�2.75 per deviceJvehicle per month, incl�ding re��ired equipmer�t, �feinstallation, instellation and service fees. ft�lon#hly SATELLITE Plan 12 $��.BD per manthf per unit Parks ar�d accessories v,�ill be purchased a# 0 % discaunt �ff of cataloguefpricelist, If no discount is given, please enter "`zero", Please include ca#alogue v,�ith prot�osal.°: ❑tFi�r fees [�I�as� provide a breakdotiun of each fee= S�ipping Cast S Ind�ded. 'Narranty S Includec �y,GO D�vi�e onit�i. There is 3 2 vear tivar�3n-v �n the S�rtsieht �arcsra Implernentatio� vost ['n�l�cle traininaj S 4_OC Pricing Terms: iVliMfmum coniraet term o� i2 »raRihs regcrrdfess o� Crt}{s use — TF�e City fs ca►n►rairted to paying far 22 rrio�r�tPrs of servFe�e on every deviae that rs actruotedreQard�ess of f�he City's ersefterm_ All equipment is netiv, we da no� supply remanufactured equipmen� on purchased items. (6.2� *AN parts and accessoeies are priced to the Sourcewell con[rae[ in iF�e at[athed catalogue. And will nnt r�flec[ the pricing hundle prnvided abav�. The ahove is for iniiial purchases and not far add-nn nr repl a ce rne nt e qu ip in ent. Vendor Services Agreement — EnVue Telemarics, Page 24 of 76 LLC City Secretary Contract No. � ����� � T E L E Nl A T I C� GO Yehicle KitsJ GO �erices ISayG4 l4ey.� �river Tags InterFace Harness Rni�rnawall Mam6ar Product Code Product Description ' GOre GOB �evice-requires ��OPLLS PL4Y � �RS GOa �ugged¢ed device with IP57 classiFcaion - Require �P.OPLJ� ; Plan :�EO-NFC=OBBLJ N=C driver ID Fah— used with IOi.-hFCP.E�,�ER driver ID [ag reader. ; GEO- gag oF 2� 4FC fa6s —includes downloadable C5V TIe For [ag l�s. � N=^=OBBLJ^0 GEO-hFC�TF!BLL N=C driverlD tag stickerwith 61ue lahel — usedwith IOY.-h=CP.Ek�ER ; �Ep Bago'2ChFCs[ickers.lnaludes."..."iY{II�O}"3�I�sdownlaadahlefrnm S hFCSTK9Ll.2C ���-`JFCBRF.CFr-T �.launing6racke[andholdervrlOJG-NFC�EA�EP..Includes�screws � Jniversal 66011 T-�arness FSit — Muhi-cannecror kit i ncludes a 7-harness and twelve difFerentmounting adapters �oruse in mosilight�uy and FRh-G�'BF:� rt-edium�utyintemational vehicles. -limina-es [he ne-edto knowvehicle S in�orma�on in advance. �aplaced: H�N-9E18T2, HRN-9G16T2, FRh- B=16T2. �RY-BS1BT2, 1RY-BT1BT2 Lniversal heav}�duty T-hamess k it — replaces H�N-���BT2 and FRM1- FP.h-G5091C2 �g�gT2. Multi-cannector ki- includes a 9- in T-hames s HRN-CW C3FC3 �ustom 3-wire hamess kit. The cus:om ki: con[ains ihe harness and a s Fuse ki-. H�N-R�'2�� 06� Cannec-ar vr-he GO Rugged S HRN-RW C3K4 3-wire harness ki- For GO 3LGu-�. The kit aon-ains he hamess and a � Fuse ki-. F�h-RY.C���3 Special Adap[er For he GO Rugged � HRN-�SOCT2 3-pin heavy-dutyT-hamess forins-allationswhere the Oeutsch connec-or ; needstoremainauailableiorohera lioations HRN-WT1�Y.IOC yVin[er Ops rable. WT70X Inputi0u�utCa6le provides cannection point # forConuoller In: ration Cables & Plow In u:s H�N-IOX1 �Y. 4' riar Ops ca61e — IOX �arness to cannect 6eween the G05 ard # C��-raller Ga[e�xay i'lJT1 �Y.i 1RU-MIL2dC kNinterOpsaablebrMuncieAdvanuge+integra:ion. f �P.4-�9B51-E Yain-erOpscahleforOB-Bnullmademintegration. � HRN-F.41 NJ inter Ops ca61e For =orce America integra-ion. � lamess Far cus-am GO devioe installations —includes Malekconnec-ors HRN-C6'12-0Y- y_�.._..e� --� --- � ,�ryn __._� S 62.50 126.28 3.B3 5� . 02 3.B3 5� . 02 3.�9 za.os xe.os ia.oa �a.oa �e.�� 7d.�d ze.os 40.80 4d.88 40.80 20.A0 d0.80 1 d. 03 Vendor Services Agreement — EnVue Telemarics, Page 25 of 76 LLC ������ T E L E�1 �' I C� Cus-om harness kit far Volvoihiaak vahicles, 2C 1 B or newer, in North H3N-C-'CK2 America. Requires H3N-CM23Y'. Thecus6om ki[con-ains�the hamess j 39.27 and a �se kit. H3N-CF:' CK� Yustom ham�ss kit far Maok vehioles, 2018 or oldar, in 4orth Arrarioa. � �� 57 3 uiees F �h-� M24''1. HRN-931 BS4 OBCIII extension harness For GO devices. � 9.82 H�N-�54�53 g-Pin straight hamess ror heavy�uiy �eu[sch connector installations in S �� &� 4orh America. �R4-G3CBK" LJniversal rugged heavy�utyT-hamess ki: (IaB7j_ j ze.os IOX-,SLERT Input'outpu- axpander :o send an alart message m MyGeotab. i 35.08 IOY.-ALY.A1 IOXAdd-0nforGOdeviaesforauxiliarysupport � d0.fi9 IOx-9T Inpu�ou�utexpandeewi-hBlue-ooth�loweneegyi�rG�devices— � ���� su orts rozimi. beaoons IOX-6U.'..Z Inpu.autputexpanderforanex-amalbuaeror6eeper. i 5d.71 IOY.-Ck4 Inputoutpu: expanderForCAh integrations ri.e. hlo6ileye. Valor]. r 5d.77 IDX-COh,1SP�ESD Input+ou-putexpandarfor Raxro:h Compu-Spread cantmllers. i 126.28 IOX-�.� Input'output expanderForGO devices For �ICF:EY-john. � 726.28 IOY.-C35 Inpulou-put expandee foe �irus �ontrnls SpreadSmart �x spreadee � ��� 28 cantroller. IOX-GARMIhY1T InpuloutputexpanderfarGarrrinPN7stha-require-ra�oserviaes i 11B.2G 10% Interfaea Cables IDY,-GOTALf; Inpuuoutputexpandar�or-ex--to-speeahspeakerFordriverfeedbaok. i 105.23 IOK-NFCRE.SD-P.,� Inpu�outputes.pander for driver identiication— indudes tag reader only. � 53.id IOX-OLJTFL1Th1 Inpuiiou[pu- expander �or :id devices :o control a relay. r 35.08 10}4-RS23�= Inpudoutputexpander�or�S�32support—femaleaonneo-ar. i dB.10 10}i-RS232M Inpulou�u[expanderfor R5232 support— male connec6or. r A9.16 Inputiou�utexpander�or iridiurr satelli:e support— includes iridium 107{-SATIR6V2 i 558.82 modem and antenna I�X-JSB InpuGou[putexpander-oallow[wo-waydata:rans�eandchaegeex:emal � A9.16 devioes IOX-.�.N?.LO� Inputioutpu- axpandarAdd-OnforGO devicas tosuppor. analog auxiliary in u- � d9.10 Accessory ❑riuer 11 relay ki-. Requires a GeatabAuthorixed Insullerarlioensed Hardware 3PR-RELAYF!IT au-omo-iveelec-ricianormechanic. ; ���57 �1�� .Ssse[Trackerrnoconnecforl.requiredFLEX6'lonthly=�e r 22d.A0 TTC �C�Lh7C�Q:iL � If required by the Ciry, SAT COM , equipment and service is available for purchase, which will include additional cost for SAT COM equipment, pricing included in the catalogue and a monthly service fee of $39.80. Vendor Services Agreement — EnVue Telematics, Page 26 of 76 LLC � ����� � _ � T E L E�1 � I C� AssetTraoker h1K�- ?ssetTracker ��xith cannecto-r. Ck4, RS=32. 6L=:�-P,equires =LE'; Hardware (Flexj TT��3Lh,1C�Q�L hlonth F�e ; ��� �� =L EY, �lan =L=k 'lan 3 10.20 M74C-W7'DXLT= 'r+rin-erOps�rJaA{ATT,3GrLTE}—Inaludes:Cantraller Publie Wurks — Gateway('u1'T1dx], �RV-IOY,'CX, �R4-WT'.C�IflC, Requires G4B and � 219.34 Hardware IUSA orCAh} �ROPLJS P'J9LIC'uV441{S �lan 5hipping S�IPPI4G Shipping =�e per arder an any� rep!aoerr-ent ar add an equipment � 15.31 �uty Fee• ���-�LTIES 7arrff Fee on Impor.s -charged an eaoh G49 or GR9 � 3.77 'This �ee xill appear as a separate line i-em on invoices vrhen a 30 de�:ica is purohasetl antl shipped ta a JS,� address. SRF-AI-12-12$51 Kff Carnara inc udes 5RF-PER- SurFsight AI-12 Camera, Tamper Proof Case [�i�PLACEM ENT ONLYl TPCS S �33.Q6 Vendor Services Agreement — EnVue Telematics, Page 27 of 76 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY EnVue Telematics, LLC Susan Johnson, COO 405 Enterprise Street Longview, TX 75604 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Date: Vendar Services Agreement— EnVue Telematics, Page 28 of 76 EXHIBIT D VENDOR'S BID RESPONSE EnVue Telematics, LLC.'s Response to Proposal No. 21-0049 Automatic Vehicle and Driver Performance Monitorinq Vcndor Services Agreement— EnVue Telematics, Page 29 of 76 Contents ENVUE TELEMATICS'S CONFIDENTIALITY STATEMENT .................................................................................8 GeneralStatement ........................................................................................................................................8 Executivesummary ....................................................................................................................................... 9 EnVue's Experience ................................................................................................................................... 9 AboutEnVue Telematics ......................................................................................................................... 10 Support and Service Organization ...........................................................................................................11 Ordering(5.1) ...................................................................................................................................... 11 Installation (3.1.1) (3.5.1) (3.5.2) (3.5.3) .............................................................................................. 11 Training (3.1.1) (3.6. all parts) (3.6.1) ..................................................................................................11 Support(3.1) ........................................................................................................................................ 12 Installation/Replacement/Repairs of Equipment ................................................................................ 14 Corepillars ............................................................................................................................................... 17 Recent Contract Awards on the MyGeotab° Platform ...........................................................................18 Geotab's hardware: The G09 device ...................................................................................................... 20 Vehicle tracking (3.8.1) (3.8.2) ............................................................................................................. 20 Topfeatures ......................................................................................................................................... 21 Security................................................................................................................................................ 21 Easyinstallation (6.0) ........................................................................................................................... 21 Harnesses............................................................................................................................................. 22 IOX- Expandability ...................................................................................................................................22 The GO-RUGGED device (for heavy duty) ............................................................................................... 22 TopFeatures ........................................................................................................................................ 23 AdditionalFeatures ..............................................................................................................................23 HarnessOptions ................................................................................................................................... 23 Geotab's software solution: MyGeotab (2.1.1) (3.1.5) (3.2.6) (3.4.1) .................................................... 24 Keyfeatu res ......................................................................................................................................... 24 DataOwnership (3.2.11) ...................................................................................................................... 27 Geotab Drive (2.2.18) (3.2.10) (3.1.6) .................................................................................................. 27 Geotab Public Works Solution ............................................................................................................. 28 Geotab's Software Development Kit / API (3.1.3) ............................................................................... 29 Integration into other software (2.2.5) ................................................................................................... 30 WarrantyInformation ............................................................................................................................. 30 OtherGeotab features ............................................................................................................................ 30 EnVue Telematics, LLC. 5 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Marketplace......................................................................................................................................... 30 GeotabEnergy .........................................................................................................................................31 SmartChargeRewards ......................................................................................................................... 31 Electricvehicles ................................................................................................................................... 32 Geotab's EV Charge Assurance ............................................................................................................ 32 Electric Vehicle Suitability Assessment (EVSA) .................................................................................... 32 Collision reconstruction add-in ............................................................................................................... 33 Drivingbehavior ......................................................................................................................................34 Riskand safety reporting ..................................................................................................................... 34 In-vehicle driver coaching .................................................................................................................... 34 Improve driver seat belt habits ........................................................................................................... 34 Help prevent driving accidents ............................................................................................................34 Reinforce company safety policies ...................................................................................................... 34 GOTalk ................................................................................................................................................. 35 Personalmode .....................................................................................................................................35 Dataanalytics .......................................................................................................................................35 Datastorage and usage ....................................................................................................................... 36 Datahandling and security ...................................................................................................................... 36 Geotabemployee policies ................................................................................................................... 37 Segregationof duties ........................................................................................................................... 37 Data centers, technology service providers ........................................................................................ 37 Data transmission control .................................................................................................................... 37 Geotab GO device data security ..........................................................................................................38 Customerdata residency ..................................................................................................................... 38 Penetration testing / vulnerability scans ............................................................................................. 38 Audits................................................................................................................................................... 38 Securityincidents ................................................................................................................................. 38 Data retention, correction, and deletion (3.3.1) ................................................................................. 38 Geotab's use of information ................................................................................................................ 39 SpecSheets/Brochures ........................................................................................................................ 39 Surfsight Dual Facing Camera AI-12 (2.1.4) (3.1.4) .....................................................................................40 Unsafe driving behaviors are automatically captured ............................................................................42 DataRetention (3.3.2) .............................................................................................................................42 Surfsight Specification Sheet ...................................................................................................................43 Parts(all of section 6.0) ..............................................................................................................................44 EnVue Telematics, LLC. 6 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Invoicing(7.0) ..............................................................................................................................................44 EXHIBITB (10.0) ..........................................................................................................................................45 AttachmentC .............................................................................................................................................. 46 References.................................................................................................................................................. 47 CooperativePurchasing ..............................................................................................................................48 FormCIQ .....................................................................................................................................................49 Catalogue(6.1) ............................................................................................................................................49 Sampleof Reports ....................................................................................................................................... 50 AttachmentE .............................................................................................................................................. 51 EnVue Telematics, LLC. 7 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential ENVUE TELEMATICS'S CONFIDENTIALITY STATEMENT This proposal contains information confidential and proprietary to EnVue Telematics, LLC. including affiliated companies ("EnVue") and its third parties including in particular detailed pricing and designs (the "Information"). EnVue requires that this Information be held in strict confidence by the recipient and be protected with the same degree of care as the recipient uses to protect its own confidential and proprietary information, which in any event shall not be less than a reasonable degree of care. The recipient shall use the Information solely to evaluate the proposal and for no other purpose without EnVue's prior written consent. The recipient shall not, without the prior written consent of EnVue, disclose the Information to any person or entity except its own authorized employees or agents who require same in connection with evaluating this proposal, and only after such personnel have been advised of the confidential and proprietary nature of the Inform4tion and have agreed to protect same. EnVue or its third parties shall retQin title to the Information, as the case may be. In the event EnVue is not the successful bidder, the recipient shall either return to EnVue or certify as destroyed all copies of the proposal. As the release of the Information could significantly prejudice the competitive position of EnVue and its third parties, EnVue claims that this response is confidential for purposes of any applicable Freedom of Information legislation. General Statement The response below will include in parenthesis (), to indicate the corresponding Sections 2.0 and 3.0 of the issued Request for Proposal #21-0049 Automatic Vehicle Locator and �river Performance Monitoring, Attachment E. EnVue Telematics, LLC. � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Executive summary EnVue is pleased to be responding to the City of Fort Worth we believe that we have a unique view in the use of 6P5 Fleet Tracking and a proven track record, as a trusted advisor and partner for the City of Fort Worth. We understand and will deliver on the Services for the City of Fort Worth to be the acquisition, installation, access, use, and on-going support of Automatic Vehicle Locator and Driver Performance Monitoring and any Automatic Vehicle Locator (AVL) and Driver Performance Monitoring initiatives. We understand that the City is seeking a scalable and forward-thinking partner that is aware and new and emerging technologies in the Automatic Vehicle Locator and Driver Performance Monitoring world. We, believe that the 6eotab device along with its software, coupled with EnVue's value-added support, that we can deliver not only best in class technology but best in class support, benchmarking, reporting and a company always poised to bring out the most from their use of Automatic Vehicle Locator and Driver Performance Monitoring. EnVue's Experience EnVue Telematics' principal partners have been involved in the Automatic Vehicle Location/GPS Tracking and Telematics arena for more than a decade. EnVue will be celebrating its' 10t" year in business, August 2021. The collective experience of all the EnVue Telematics support team brings more than 30 years of experience in telematics and over 40 years of experience in technology and emerging technology. Being a Value-added 6eotab reseller to the City we bring the highest level of service commitment to you. We must maintain not only high level of standards in supporting clients but be dedicated to continuous learning and education in not only 6eotab products and services, but industry direction and focus. The principals of EnVue, are members of The National Association of Fleet Managers (NAFA), and The American Fleet Leasing Association (AFLA), and attend many industry trade shows annually; some may include NTEA's Work Truck Show, 6overnment Fleet Expo (6FX), Fleet Safety Conference, and others. We attend these shows and their seminars to keep up to date with industry trends and abreast of new and emerging technology. We help you manage for today and plan for tomorrow by assisting in driving more efficient and effective ways of utilizing EnVue Telematics, LLC. 9 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Automatic Vehicle Locator and Driver Performance Monitoring that will deliver value to the City. About EnVue Telematics As a value-added business reseller of Geotab, we bring a high-level of business partnership and thought leadership to their use of AVL/Driver Performance Monitoring. Including at the least the support of the City in the following: Acquisition - EnVue will assist the City in acquiring all 6eotab and Camera related equipment, harnesses, IOX expansion or auxiliaries. We will also provide support and guidance for the investigation and vetting of any newly provided products or services offered by 6eotab or their 3�d party marketplace partners. (3.1) Instnllation - EnVue understand the need for uninstall and installation services for the new equipment. Through 6eotab certified 3"d Party Partners, we can accommodate even the most complex and rapid roll out of equipment for the City, at the locations required. (3.1.1) (3.1.3) (3.5) Access - EnVue will support the City in the formatting of Security Clearances, adding or deletion of users or any other access controls at the City's request. (3.1.1) (3.4.2) (3.4.3) (3.4.4) Use - EnVue will assist the City on the use of the MyGeotab Service. Including customized reporting, EnVue proprietary reporting including EnVue's Driver5coreo, training support, with at least one in-person, circumstances allowing, visit for training and/or MyGeotab service review, annually. (3.1.1) Support - EnVue will continue to support all the City's requests and needs involving the equipment, software, or any 3"d party marketplace vendors of interest. We will continue to support the City with our most rapid response times which are generally less than two (2) hours during business hours. EnVue Telematics, LLC. 10 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Support and Service Organization Ordering (5.1) EnVue has dedicated product specialists that have been trQined, attended workshops and boot camps, to understand the products, we represent. EQch type of product, and its associated wiring, parts or components are unique and are part of our internal ordering system. We can kit or create Bills of Materials (BOM) to ease ordering of complete systems. (3.1.7) We make best effort to ship as soon as possible hours, but larger orders may take longer for processing (6.5) Installation (3.1.1) (3.5.1) (3.5.2) (3.5.3) EnVue has installation managers who work with our 3"d party vendors to pro ject manage complex rollouts. From equipment delivery, to appointment setting, confirmation and install, our install managers understand the need for clear and concise communication in managing the roll-out. From pro ject planning, order, management, tracking product delivery and confirmation of appointment to final completion our managers are dedicated to a smooth process and manage their projects with proven tools and systems to assist. We take care of the planning and deliver Q smooth process. Our managers have taken on some of the most complex to expedited schedules, in which, over 1000 vehicles we installed within 90 days. All service delivery and response to initial requests are handled with twenty-four (24) hours Monday through Friday, Holiday excluded (3.5.3) Our 3"d party Installers are instructed always to install equipment where it is not readily visible and in a way that reduces the ability for equipment to be tampered with. (3.5.4) (6.10) We have installation partners available to all your (ocations within the City of Fort Worth (3.5) (3.7.1) Training (3.1.1) (3.6. all parts) (3.6.1) We do not think that singular training and the sole use of guides and other learning tools is the best practice for the long-term use of Automatic Vehicle Locator and Driver Performance Monitoring. We believe rather in being your subject matter expert, this allow the City to concentrate on your business at hand, and rely on our specialized expertise to bring support, value, and on-going training support to existing and new users, as they may come on-board. We have multi-level training options/programs depending on the needs of the City. From initial site set-up to general users and up to full administration training. Since we have created dynamic ways to create grouping and levels of access, our curriculums are built specifically for the user experience depending on what elements of the software the City chooses to provide to their end user. Our primary training tool is web-based, interactive training lead by our training staff. We augment training with other tools, like Quick Start 6uides, Videos, PowerPoint presentations, on-line self- timed training and more. (3.2.5) EnVue Telematics, LLC. 11 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential We will provide initial on-site training, circumstances permitting, within ninety (90) days or notice to proceed and augment at least once a year for a 2-3 days of consecutive training sessions. (3.6.2) (3.6.3) Support (3.1) Like trQining, EnVue is here to support the City in all ways possible to make the users experience as seamless as it can be. We consider our support service like training, to be one of the most important value-adds to the City in their use of Automatic Vehicle Locator and Driver Performance Monitoring. We start with a highly engaged process in which we take the City through the initial decision on equipment purchases. We look at accessories and add-on make recommendations, and then get equipment orders placed. We continue this high engagement, with following orders, tracking through delivery, and keeping the City informed every step of the way. No delivery should ever come as a surprise. After delivery we are here to assist in nnswering nny questions about installntion. We project mannge the arrnngement of installation through completion, working with your staff, to expedite and take the process to the end. Once we have set schedules for installation, we then engage the City in discussions about best practices in setting up the software. These include decisions like. • User Profiles and Credential Standards • Grouping Trees • Specific User Access (Security Clearances) • Dashboard configuration • Reporting configurations • Standard Rules Engine set up • Unique Rule additions After installation and with a few days of data collection we will start the training plan as described above. MyGeotab Software Embedded Support The City will also have available Geotab's product support available 24 hours a day, 7 days a week from within the Geotab, MyGeotab portal. Support Services (embedded) is a full-feature Support platform available directly through your MyGeotab database. With Support Services, users can interact with Support, Training, and Success EnVue Telematics, LLC. 12 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential professionals to get help, resolve issues, receive training on using the MyGeotab and Mobile Applications, and participate in ongoing engagement to drive continued customer ROI — all without leaving the application. Support requests can be made by submitting a ticket, or by connecting with an Agent through the Live Chat feature. When a ticket is submitted, users can follow the resolution workflow, and provide input where needed. Geotab provides support 24 hours a day 7 days a week. Geotab provide support in English, Spanish and French (French support excludes Canadian holidays). Training requests can also be made by submitting a ticket. Users can choose from a suite of self- paced onboarding workflows, or may be offered personalized one-to-one training with an Implementation Specialist. Once a ticket is submitted, users are connected with a training specialist who will customize and schedule training at the user's convenience. Customers will also receive proactive communications including emails and phone calls from Training and Success teams focused around using fleet management to make their business better. By centralizing access to technology and trnining providers, Support Services provides a single, compact view of tickets, allowing users to search, sort, and filter tickets directly in the Fleet Mnnngement Application. EnVue Support Services In addition to the Support Services that are embedded within the My6eotab URL/database EnVue will be another line of support for the City. We can provide addition Tier 1- Tier 3 support services, offered from 7am - 6pm Central, Monday - Friday and limited weekend email support 2-4 hours Saturday, Sunday, and Holidays. Agents are located Virtually, at their home office locations, across the Eastern and Central time zones. Our 800# is 800-201-1169 (3.1.7) Tier 1- Client requests, for example, new users, password, vehicle updates. Tier 2- Client problem or change management - for example, new reports, troubleshooting devices, troubleshooting other equipment, custom configurations. Tier 3- Engineering, Firmware or Software related issues - for example, software issues other technical issues that require escalation to 6eotab Engineering or Development. The team at EnVue that currently supports over 250 clients consists of over 10 support members, many of which have bi-lingual capabilities (English and Spanish). The team members are: (3.1.7) 12. Susan Johnson, MSM - SVP Operations (Principal) - responsible for client service excellence 13. Dan Shive, Director of Client Experience and Account Management - responsible for client engagement and return on investment. EnVue Telematics, LLC. 13 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential 14. Angel Bennett - Senior Support Engineer - responsible for Tier 1- 2 support and Tier 3 escalation to 6eotab 15. Kim Williams - Helpdesk Support Tier 1-2, some Tier 3 support, and Contracts 16. Jesse Robles - Helpdesk Support Tier 1-2, Tier 3(Bilingual) 17. Tony Cura - Helpdesk Support Tier 1-2, Tier 3(Bilingual), Installation management 18. James Canales - Helpdesk Support Tier 1-2, Tier 3(Bilingual) 19. Jay 6allegos - Helpdesk Support Tier 1-2 (Bilingual), Installation management 20. Ian Herrera - Helpdesk Support Tier 1-2 (Bilingual) 21. Jonathan Luna - Helpdesk Support Tier 1-2 (Bilingual) 22. Roger Oliveres - Helpdesk Support Tier 1-2 (Bilingual) 23. Sandra Urdalies - Order processing and fulfillment (Bilingual) Installation/Replacement/Repairs of Equipment Third Party Installation Partners EnVue and 6eotab utilize third party, outside partners, who all are certified by the equipment manufacturers to be the installation experts for their equipment. Each installation partner is required to continually continue their education in best practices, and new products and their install needs and requirements. (3.1.1) Troubleshooting (6.6) EnVue utilizes a Troubleshooting Form to assist in trying to remotely fix device issues. This form allows us to assess the issues with the device and work with Geotab if necessary, for trouble shooting. � EnVue Telematics Troubleshooting Ch Repairs Generally, the device and associated harnesses (Equipment) themselves are not repairable but rather based on the warranty period based on the plan chosen, the Equipment can go through an RMA process (RMA) for replacement. Turn-around time Typical turn-around time on RMA's (replacement of required Equipment) will be less than 7 days to date of shipment (not including transit time). Parts Inventory on hand We stock enough replacement equipment to support 100's of end-user clients. EnVue Telematics, LLC. 14 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Device Reporting — Watchdog report (2.Z9) (2.2.10) Upon installation the device will broadcast to the User Interface the vehicle's Vehicle Identification Number (VIN). We utilize activation alerts to update vehicle information based on the Cities requested unique identifier for each asset. The device report which we call Watchdog actively monitors the health of the GO device and will indicate if the device is reporting as expected. We utilized this report and Dashboard to help you proactively keep devices reporting. We additionally send the report to users, as requested, for them to troubleshoot devices as needed. Although the failure rate of device is less than One Percent (1%) we include a troubleshooting form in each report delivered (the most common reporting timing is weekly) to assist users in device assessment. EnVue Telematics, LLC. 15 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Proposed Products and Solutions Geotab Inc . Geotab Inc. (Geotab) is Q Canadian headquQrtered company that has creQted an end-to-end telematics and secure data platform that provides the fleet ecosystem with insights designed to support a fleet owner in making operational improvements, provide profit opportunities as well as socioeconomic benefits, and by enabling innovation built on data. Geotab counts many Fortune 500 companies and North America's largest public sector fleets among its growing roster of customers. Geotab continues to meet and exceed revenue goals year over year and has become the world's fastest growing telematics company by monthly additions globally. 6eotab is a global leader in telematics, providing industry-best fleet management solutions to commercial and public sector fleets of all sizes. As the world's largest secure and open connected vehicle platform, 6eotab has a unique focus on rich, high quality data, and applying the analytics necessary to transform this data into actionable intelligence to help our fleet customers minimize total cost of ownership and maximize operating efficiency, safety, and environmental sustainability. With more than 40,000 global customers, and as the largest provider of fleet management solutions to Fortune 100 fleets, Geotnb connects more thnn 2.2 million vehicles, collecting nnd processing more thnn 40B uncompressed raw dntn points every day. This is the Inrgest orgnnicnlly grown vehicle dntn set in the world. Many of North America's Inrgest and most high-profile commercial and government fleets, including UPS, PepsiCo, Ryder, Enterprise, AT&T, New York City, the State of California, the State of Utah, the State of North Carolina, the Department of Homeland Security, the General Services Administration, Missouri Department of Transportation as well as many other state, provincial and municipal customers, rely on Geotab for critical business intelligence to improve overall business operations. EnVue Telematics, LLC. 16 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Core pillars Six core pillars drive Geotab's ongoing innovation and success, which help businesses make impactful operational improvements and minimize operating costs: productivity, optimization, safety, sustainability, compliance, and expandability. � � EnVue Telematics, LLC. 17 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Recent Contract Awards on the MyGeotab° Platform Stnte of Cnlifornin — In May 2019, the State of California was awarded a single-source Blanket Purchase Agreement (BPA) to supply the State and participating local government agency fleets with a fully integrated, best-in-class telematics solution. As part of the State's goal to promote a reliable, environmentally responsible, and cost-effective fleet, Geotab's award-winning technology will be available to all state, municipal, and XXXXXXX's client's fleets. The State of CaliforniQ has recently introduced several targeted at improving fleet operations, and in particular reducing harmful environmental impact. To measure success, ensure effectiveness, and improve overall fleet efficiency, the State's Sustainability Roadmap identified that a centralized telematics program is needed to help reduce fossil fuel usage, improve vehicle utilization, and reduce operating costs. General Services Administration (GSA) — Geotab was awarded the largest single-source telematics contract to date by GSA Fleet, a division of 65A, which provides centralized procurement for U.S. federal agencies. With one of the largest non-tactical fleets in America, GSA Fleet will equip its 217,000 vehicles with Geotab's trusted fleet management technology. Department of Homeland Security (DHS) — 6eotab was awarded a 5-year blanket purchase agreement (BPA) by the DHS for their 52,000-vehicle fleet. The benefit of this award is that all DHS hardware device security enhancements are passed through to all our clients. New York City (NYC) — Geotab is the chosen telematics solution provider for all NYC vehicles, making up a diverse fleet of over 30,000 vehicles. Geotab is working directly with New York City's Department of Citywide Administrative Services (DCAS) and the Department of Transportation (DOT) to advance NYC's Vision Zero goals of eliminating � traffic-related fatalities and severe injuries. NYC uses Geotab to encourage safe driver behavior in its large municipal fleet, as well as the resulting telematics Q data to analyze road speeds for a myriad of safety and road design initiatives. For '� more details on NYC's Vision Zero initiatives, read . State of Utuh — 6eotab is the telematics provider for the State of Utah's State Motor Pool. Geotab is now working with cities and counties all throughout the State of Utah to expand this program. For an overview of the State of Utah's initial telematics deployment, State of North Carolina — North Carolina's Motor Fleet Management department chose the Geotab telematics solution for their entire State Fleet of 7,000 motor pool vehicles, and soon to be an additional 7,000 DOT vehicles. Geotab has numerous other federal, state, and local fleet clients, which ADOT can make available EnVue Telematics, LLC. 18 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential upon request. EnVue Telematics, LLC. 19 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Geotab's hardware: The G09 device Geotab is a global leQder in telematics, providing open platform fleet management solutions to businesses of all sizes. The 6eotab solution is unique in the industry for its rich, high quality actionable data sets, helping businesses and government agencies of all sizes manage safer and more efficient fleets. All GO devices 9 and above are equipped with cellular communication of 4GLTE (3.1.2) Geotab's G09 telematics device is the most powerful yet, offering a 32-bit processor, 64-Mb non- volatile flash memory that can hold up to 80,000 logs in offline mode (out of coverage), and accident data memory that can record over 100 minutes of second-by-second data (8,000 logs) of which the last 1.2 minutes are sent instantly on accelerometer-triggered accident-level events. The 609 also provides state-of-the-art 6P5 technology, g-force monitoring, Geotab IOX (input output expander) expandability, and engine and battery health assessments (2.1.3). Vehicle tracking (3.8.1) (3.8.2) Using Geotab's patented tracking algorithm, the G09 accurately recreates vehicle trips and analyzes incidents. As opposed to collecting data on a scheduled basis (better known as "ping rates"), the Geotab 60 telematics device uses intelligent and patented logging algorithms to identify when to record speed, position, and other engine diagnostics (2.1.1). This is critical to ensuring that all data elements are collected in a manner that allows for downstream analytics. The device is constantly monitoring various inputs, including: second-by-second 6P5 data, intra-second accelerometer readings, proprietary engine diagnostic, and auxiliary inputs/outputs. The device monitors the data and determines the appropriate values to transfer and store. This patented curved-based algorithm is applied to QII 6eotab data and distinguishes the solution from every other vendor solution on the market, resulting in the industry's most granulnr and actionable datasets (2.1.2). The 609 also offers in-vehicle alerts to instantly notify drivers of infractions and — with hardware add-ons — provides live coaching for driver's on-road performance. The 609 does not require a dash-mounted antenna or any wire splicing (2.1.6). EnVue Telematics, LLC. 20 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Top features • Easy installation • LTE Connectivity (select regions) (3.1.2) • Small form factor device (3.5.4) . Intelligent in-vehicle driver coaching . Breakthrough accident detection and notification • External device expandability via IOX (in out expander) Technology • Built-in auto-calibrating accelerometer and gyrometer • Near-real-time vehicle data (38.1) (3.8.2) . Support for GPS+GLONA55 connectivity . Additional native support for more vehicle protocols • End-to-end cybersecurity • Fast 6P5 acquisition time using Almanac OTA support Further details on the technical specifications and features can be found in the Security Geotab's platform security is designed for end-to-end protection of their data. Key implementations include: • GO device and network interfaces use authentication, encryption, and message integrity verif ication. • GO devices are individualized — eQch device uses a unique ID and non-static security key making it difficult to fake a device's identity. . Over-the-air updates use digitally signed firmware to verify that updates come from a trusted source. . Independent third-party experts to validate the platform from end-to-end. • FIPS 140-2 validated by NIST (certificate #3371) • Geotab achieved full in August 2020 Easy installation (6.0) Geotab's G09 device can be self-installed by simply following the steps below. (2.2.9) (3.5.4) � � � , _ .� � i �.` � - - � - � - i,� ��. � .� _,; . � 7 . -J 1 2 3 Locate the vehicle's engine diagnostic port, typically found in the driver's area at or below knee level. Note: Heavy-duty vehicles use a different connector system. Contact their Authorized Reseller for heavy-duty connector applications or for extension harnesses should it be necessary to replace their device away from the engine diagnostic port location. Align the receiver end of the device with the engine diagnostic port and push in place. Please ensure the device is well connected to the diagnostic port. Once connected, the device emits six quick beeps. Once the device is connected and receives power, the LEDs on the front of the device start blinking, then turn solid once completing the actions below: EnVue Telematics, LLC. 21 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential o Red LE�: device configuration o Green LED: cellular network connectivity o Blue LED: 6P5 network connectivity Note: The device should be in good cellular coverage during installation process. 4. The device emits two quick beeps every 60 seconds during set-up. Initial startup may take several minutes to complete. Once all three LEDs turn solid and they hear 10 quick beeps, secure the device using the provided cable tie. Note: The device starts updating when the green nnd blue LEDs turn solid. Harnesses For professional installation of the GO device, various are available for different vehicle cases, makes and models, including when there is no OBD � ��� � port available (6.3). The most common harness is � � � 6eotab's Universal T-Harness (HRN-6516K2). This � � harness enables users to hide the device and leave an �: OBD port available (2.1.7) (6.3) (6.4). Geotab also has �� a multi-adapter kit consisting of a T-harness (HRN- BM16T2) and 12 different mounting adapters for use in most light-duty, medium-duty, and heavy- duty vehicles, and is compatible with most models globally (6.4) (6.8) (6.9). IOX- Expandability IOXs are Marketplace hardware add-ons that add functionality to the 60 device. This functionality can be used for driver <s: : � z;r,;y;E�. identification, third-party sensors, 6armin, Android and IOS ' l�`�`��r`� devices, etc. A daisy chain allows up to five IOXs in a row with � the current firmware. )X E: �y makes it possible to connect additional hardware to the Geotab GO via Q small expansion port on the side of the device. Geotab platform can be further extended to provide added flexibility and �� integration with third-party providers. There is a whole range of hardware Add-Ons ready for integration by this method, such as Bluetooth� beacon sensors, Driver ID, U56 charging, driver feedback (verbal or buzzer), device communication over the IRIDIUM satellite network, GO TALK live in-vehicle verbal coaching solution and others. A complete list of available hardware add-ons for the GO device can be found in . The GO-RUGGED device (for heavy duty) The GO RUGGED is a ruggedized telematics device ideal for: heavy equipment, yellow iron, agricultural machinery, and oil field equipment; the tracking of powered trailers and assets; and installations where the Geotab 60 device is exposed to the elements. The GO RUGGED offers state-of-the-art GPS technology, g-force monitoring, Geotab IOX expandability, and engine and battery health assessment. Using 6eotab's patented tracking algorithm, it accurately recreates a vehicle's trips and analyzes its incidents. EnVue Telematics, LLC. 22 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Top Features . Support for most major engine protocols • Built to IP67 standards for protection against dust and water. . Additional cable length on the GO RUGGED device allows for external installation away from the diagnostic port. Connects to the OBD port or existing harnesses via HRN-R51252 (sold separately) . Supports all current IOX via HRN-RX0654 (sold separately) Additional Features . Intelligent in-vehicle driver coaching via lOX-BUZZ or IOX-GOTALK • Breakthrough accident detection & notification . Accurate engine diagnostics, DTC, and proprietary engine data . Near-real-time vehicle data (2.2.1) • Fast GPS acquisition time using Almanac OTA support • Built-in accelerometer Harness Options • HRN-6R09K1— Universal Rugged Heavy-Duty T-Harness Kit (IP67) • HRN-RMRCAI — Required for connecting to CAT vehicles (requires HRN-GR09K1) • HRN-R51252 — Required for connecting to the vehicle diagnostic port or to an existing harness. • HRN-RW0354— Required for connecting to an external power source. • HRN-RX0654 — Required for connecting their G08 RUGGED to any IOX. For more information on GO RUGGED's detailed technical specifications and installation, please see the GO RUGGED Spec Sheet. EnVue Telematics, LLC. 23 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Geotab's software solution: MyGeotab (2.1.1) (3.1.5) (3.2.6) (3.4.1) MyGeotab is a web-based software and mobile application that harvests rich vehicle datQ and provides full insight into the health and performance of all their vehicles. MyGeotab is Q fleet management software that Qllows fleet operators and drivers to have powerful visibility into their vehicles, including service interval alerts, automated odometer mileage (2.2.12) for business vs. privacy reports, and vehicle fault diagnostics to immediately alert when something breaks in the vehicles (2.2.1). MyGeotab takes the complexity out of collecting data and transforms it into useful information that businesses can act on. By reviewing and analyzing the captured data through Geotab's user-friendly dashboards, companies can avoid costly vehicle downtime, improve employee safety and productivity, and increase revenue. 6eotab's system allows our clients unfiltered access to the data that is generated by their vehicles (3.2.7). This information can be viewed via our web-based software, MyGeotab, our application programming interfaces (APIs) for back-end system integrations, and for sharing data to a third- party to provide great insight into the data. Geotab is an open platform fleet management solution and does not put-up roadblocks with providing clients with access to their data. We understand that data belongs to our clients, and they can share or utilize it as they see fit. (3.2.11) Additionally, MyGeotab is available in 10 different languages: English, French, 6erman, Japanese, Italian, Dutch, Polish, Spanish, Brazilian Portuguese, and Simplified Chinese, and is available as an (3.4.1) (3.5)(6. Keyfeatures Some of MyGeotab's key features include: Geotab offers advanced reporting flexibility (2.2.2). Start with Geotab's standard reports and make them more meaningful by tailoring them to their exact fleet needs. Geotab uses Microsoft Excel as its report writer — so their staff's existing Excel skills can be leveraged in building any of their own reports (3.2.7). Reports and features include, but are not limited to: (3.2.1) (3.2.2) • 40 built-in reports (2.2.12) (2.2.13) (2.2.14) (2.2.18) (2.2.19) (2.3.3) • Customizable dashboQrds and reports • Trending dashboards and reports • Report scheduling EnVue Telematics, LLC. • Accident (2.2.16) • Low battery warning (2.2.11) • Engine misuse (over-revving) • Risk management reports (insurance use case) (3.2.9) 24 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential • Private vs. business mileage (2.3.6) • Driver scoring reports • Customer stops by zone report • Driver congregation report • Accident reconstruction report (2.2.16) • Customizable work hours • Time-off and timecard reports • Speeding • After-hours usage • Back-up when leaving • Engine diagnostics and issues (2.2.15) (2.2.20) • Seatbelt usage • Productivity (idling, arrival/departure times, etc.) (2.3.4) (2.3.5) (2.3.6) • Find nearest vehicle to location including distance • Dangerous driving (acceleration, braking, cornering) (3.2.3) (3.2.8) (3.2.9) • Maintenance reminders scheduled by time or distance, or engine data parameters (2.3.1) (3.2.1) (3.7.2) • North America specific: Color-coding to signify the status of 6armin-equipped drivers on a map • North America specific: IFTA fuel tax reports Ad hoc reporting gives users the ability to build ad hoc dashboard reporting. Dashboards are customizable for all Geotab plans (Base, Pro, and Pro-Plus.) These reports have rich reporting functionality — editable, customizable, trends, etc. (2.2.4). The Geotab� system can be configured with driver and supervisor email addresses for alert purposes. When exception rules are broken, they have the choice to send out automatic notifications to the relevant parties (2.2.10) (3.2.4). A notification can be sent out in the following ways: An email to one or more recipients An alert that is displQyed inside the application to Q specified user. An nudible in-vehicle alert from the Telematics Device Additional alerts — such as SMS — as made possible by third-party systems There may be a minor delay between when data is sent from the vehicle to when the server sends a notification depending on the type of notification and exception being handled. Alerts can be sent for speeding, unauthorized or after-hours usage, productivity (idling, arrival/departure times, etc.) Influence safe driving behavior with in-vehicle driver feedback and coaching tools. Drivers that share vehicles are still individually identified with Geotab's Driver ID NFC technology. The MyGeotab System provides driver behaviour reports in relation to speed, idling, harsh cornering, harsh braking, harsh acceleration, and excessive RPM usage. (3.2.3) (3.2.8) (3.2.9) (3.1.6) Geotab offers a very reliable maintenance reminder platform that can be used to track maintenance events for any and all kinds of vehicles. This feature can be set up to automatically remind them of all individual maintenance events for their entire fleet, regardless of their make, model, and size. The main component for any maintenance event is the frequency for which it needs to be performed. The frequency determines the rule's conditions for each maintenance reminder. The Advanced Reminders report is a great tool that works in conjunction with the maintenance reminder rules feature. They can also use MyGeotab to record maintenance EnVue Telematics, LLC. 25 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential completed, which may be important if their company policy requires them to document and verify maintenance activities (2.2.16). Geotab collects and responds to common status information in their vehicle (2.3.2). This includes engine RPM, engine light (2.2.20), seatbelt, odometer, engine hours, emissions, VIN, and vehicle battery voltage. Note that the robustness of the information collected is based on the make, model, and year of the vehicle. See where their vehicles are in near real-time or choose a custom date and look back to see where their fleet has been (2.2.1). 6eotab's patented Qlgorithms provide clients with accurate, detailed trip information. Active Tracking is made possible with increased data logging frequency and animation in My6eotab. The animation feature displays estimates of the real-time location of the vehicle onto the live map. Viewers can watch a simulated icon of the vehicle as it is moving. This new feature provides dispatchers and fleet managers with a very accurate depiction of where a vehicle enabled with this technology is at any given time. (3.8.1) (3.8.2) Geotab offers a solution for when the vehicle is out of cell coverage. The GO device will store the data in its internal flash memory. The flash memory can store up to 80,000 logs, roughly comparable to a month's worth of data. Once the vehicle returns to cell coverage, all stored logs are automatically uploaded to the My6eotab server. To determine potential "dead zones", Geotab can use big data analytics to identify areas where GO devices have experienced past issues communicating over the cellular network. (3.2.4) This analysis will help clients determine where certain vehicles may experience intermittent outages. If vehicles are ever out of coverage for long periods of time (greater than a month), Geotab provides an Iridium satellite failover for periodic location data and "panic button" communications. Reduce vehicle mileage nnd fuel consumption by crenting zones and routes for their drivers. Also, Geotab's fleet management software lets them compnre actual versus planned routes. Be alerted to potential critical engine health issues and easily prioritize the repairs for their vehicles (2.2.8). Focus on proactive vehicle maintenance by detecting issues early on and set-up vehicle maintenance reminders. The OBD is a valuable tool for repair technicians, vehicle owners, and fleet managers, as it is used to monitor the health and performance of the vehicle engine and emissions system. OB� stands for on-board diagnostics, an automotive term that refers to a vehicle's diagnostic and reporting capabilities. 6eotab has the capability to set completely customizable group hierarchies flexible enough to suit the needs of any business. Groups can be created, modified, and removed at will and can be used as filters (2.2.3)) (2.2.17). Vehicles and users can be categorized into groups. These groups can be used to structure the user interface as required allowing the user to easily target specific service areas, teams, or individual drivers. EnVue Telematics, LLC. 26 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential �esign their own business relevant maps which are automatically combined with the application's vehicle information. Flexibility in map views, legends and zone shapes and sizes allow for further customization. The application supports custom map implementations based on OpenLayers, such as: Arc6I5 9.3 REST servers; MapQuest; CloudMade; and Tilemill. MyGeotab refers to "geo-fences" as zones (3.2.4). A zone is a virtual perimeter around a real-world area of interest. Users can use zones to denote locations such as offices, customers, workplaces, Qirports, gas stations, entire states, home, or even road/highwny networks, etc. When combined with rules and reporting, zones become a critical component for analyzing the behavior of a user's fleet. The resulting exceptions which are generated from zone-based rules provide deep insight into time spent and distance traveled in and out of any MyGeotab zone. Audible in-vehicle alerts can improve the on-road driving behavior of their drivers by notifying them of unsafe or potentially risky driving events. They can configure alerts to sound on several events including unbuckled seat belts or speeding. If an event is triggered, the driver will need to correct their on-road behavior for the alert to cease. (3.2.3) (3.2.8) (3.2.9) Geotab has clients with fleets of all sizes, ranging from one vehicle to over 85,000 vehicles, leveraging the same GO device and software foundation to grow on. Geotab is capable of both vertical and horizontal scalability with respect to accommodating all fleet sizes and rapid fleet size growth. Geotab also has the capability of obtaining engine-based road speed from certain vehicle types as well (when it is reported from the engine computer) as well as deriving it from 6P5 data when this is not present. This vehicle speed data can be compared to posted road speed values obtained (and included free of charge) for publicly available sources like Open Street Maps and others. Idle time is also part of default logic built into the MyGeotab software. Users also can create custom rules and reports for measuring idling and speeding based on their organization's specific definition of this action. For further details please refer to the next sections and the iuct ( available online. Data Ownership (3.2.11) The data recorded in My6eotab in all right, title and interest belongs to the City of Fort Worth. In 6eotab's End User License Agreement (EULA) valid as of February 2021 Section 9 states. "We claim no ownership of any vehicle data that you generate and associate with our devices installed in your particular vehicle(s) ("Individual Vehicle Data°) and which you transmit or process using our Products. We will process and transmit Individual Vehicle Data to provide, maintain and improve our Products and perform obligations under this Agreement and applicable law. In furtherance of such purposes, based on certain non-position data elements in your vehicle database (such a vehicle VIN), from time to time in certain jurisdictions we may query, on a confidential basis, databases maintained by reputable third-party providers for additional information„ Geotab Drive (2.2.18) (3.2.10) (3.1.6) Geotab's driver platform — —Driver Vehicle Inspection Reporting, Driver Identification, Messaging, and provides options to do more. Drivers can complete vehicle inspections EnVue Telematics, LLC. 27 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential from their tablet or smartphone. Managers can stay up-to-date on fleet inspection compliance with real-time access to information in MyGeotab. Drivers can associate themselves to their vehicles via Geotab Drive or via an IOX-NFC. By doing this, drivers will be linked to any trips the vehicle takes. The IOX-NFC READER integrates Near Field Communication (NFC) with the 6eotab GO device to help identify which drivers are operating vehicles in a fleet at any given time. Users can use My6eotab to create rules, reports, and exceptions based on individual drivers or vehicles. With one simple touch of the NFC fob, vehicle operators can quickly, easily, and securely provide their Driver ID information. Individual driver trips and driving behavior will then be displayed in My6eotab for fleet managers to review. This smart mobile app works with the 6eotab 60 telematics device to help meet your Inspection compliance rules, improve fleet productivity, and provides the ability to add additional functionality to meet your needs. Geotab Drive provides several useful services to drivers in your fleet: • �river Vehicle Inspection Reporting (DVIR) (3.2.10) • Driver ldentification (3.1.6) • Messaging • Add-Ins Geotab Public Works Solution helps government agencies manage vehicles such as salt spreaders, snowplows, street sweepers, and waste management vehicles (2.2.6). It helps ensure all infrastructure is serviced adequately while controlling costs, tracking material usage and more. Plowing and salting roads and highways is a critical service delivered by local governments and municipalities. Optimizing their winter maintenance operations maximizes mobility of the traveling public while minimizing collisions due to winter traveling conditions. With real-time reporting on salt usage and winter maintenance activity, roads can be plowed and de-iced as soon as possible. Deliver a high level of service by measuring the activity of every vehicle in their fleet with simplified real-time reporting. Know the locntion nnd route of their fleet, monitor how much salt is being put down, measure the performance of a truck and the effectiveness of the fleet at large. Get real-time visibility on the performnnce of drivers and current state of snow removal and deicing to monitor overall opernting costs. . Automated reporting for regulatory compliance and billing . Active tracking for winter maintenance vehicles . Accident detection with real-time notifications . Accurately measure winter equipment usage . Route optimization for reduced mileage . Idling and fuel consumption trend reports EnVue Telematics, LLC. 28 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential . Preventive maintenance • Real-time reporting on salt usage Geotab's Software Development Kit / API (3.1.3) The 6eotab Software Development Kit (SDK) is a powerful set of tools for automating tasks and working with the data in My6eotab. A detailed description of its features, as well as a listing of the methods that can be invoked, can be found in . This section describes 6eotab's integration capabilities and explains the protocols and technologies used. A summary of the different integration alternatives allowed by Geotab SDK: • Data Feed: The data feed is the primary method used to synchronize data from the telematics system to another system using the API. The GetFeed method can be polled at intervals to get new and updated data from the system. The feed API works with a token that is passed on every request and sent back with the payload on every response. This allows Geotab to track "up to which point in time" we have already sent the receiver data. It also allows the receiver to stop and seamlessly resume the data feed. • Embedded version of MyGeotab: Each of the My6eotab pages has a URL (Uniform Resource Locator) associated with the page that allows that page to be embedded in their own application or linked to. This is a great way to leverage MyGeotab and make it part of their services. Integration of third-party devices; My6eotab accepts data logging from telematics devices not manufactured by 6eotab ("third-party devices"). My6eotab provides a unified interface for all fleet information, enabling the user to manage their vehicles regardless of the telematics hardware they have installed. A My6eotab database can store information from Geotab 60 devices and third-party devices at the same time — Qllowing for 4 single point of coordination across a fleet consisting of a variety of devices. More than 25 third-party devices have already been integrated following these mechanisms. Add-ins in MyGeotab: Add-Ins are used to extend the functionality provided by MyGeotab and Geotab Drive. An Add-In is JavaScript, HTML and C55 loaded into the MyGeotab or Geotab Drive portal and resides directly inside the user interface. This allows third parties to create a seamless user experience and provide solutions that would otherwise require the user to visit a different website altogether. Geotab provides helper libraries for C# and JavaScript; however, any language or application capable of making HTTP (HyperText Transfer Protocol) requests can access its full functionality. Specifically, requests made to the Geotab API are performed over HTTPS. The minimum SSL/TLS version supported by the MyGeotab API is TLS v1.2. API request parameters and the results are transported in the lightweight JSON format. Requests to the API can be invoked using HTTP 6ET or POST. HTTP POST requests use the JSON-RPC standard. EnVue Telematics, LLC. 29 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Integration into other software (2.2.5) The City can integrate their fleet telematics data into their own software by leveraging Geotab's Software Development Kit (SDK). Integration of data into ESRI, and other systems e.g., AssetWorks, City Works, Maximo, Uptake, Agile Assets, WEX, FASTER, Public Information sites, CAD Software, etc. can be done via the SDK. There is no charge from 6eotab. With the SDK you can create new reports, schedule data requests to import to your own software, or even build entire applications centered around your own fleet. You will be able to get started quickly and find help when you need it easily with dedicated and responsive support channels. Warranty Information Geotab offers a standard one-year limited device warranty on all Geotab GO devices, which is automatically upgraded to a(imited lifetime warranty upon activation on the ProPlus rate-plan. For ProPlus subscribers, 6eotab will replace a faulty device with a new device that provides the same level of functionality - free of charge - and based on the following conditions: • Failure of the G09 device; if the network on which the device operates no longer provides adequate coverage as determined by 6eotab; • If the device has not been tampered with. With a consistent failure rate of 0.5% over the Iast two years, 6eotab's devices offer relinbility that is well-below the industry average of 7-10%. Firmware updates occur over-the-air (OTA). Geotab also has a very robust system with 99.5% uptime. This proposal is priced with upgraded warranty offered by the ProPlus plan. Other Geotab features In this section we will remark on some features that may be of interest to the City. Marketplace The is the ultimate online solutions center for managing client's vehicles and fleets. Our extensive ecosystem of valuable, business-focused applications are all fully integrated with the 6eotab telematics platform. Choose from a whole suite of mobile apps, MyGeotab software add-ins, hardware accessories and add-ons, general software solutions, and free custom reports. From in-vehicle cameras and E ass , to apps for managing maintenance and fuel tracking, clients can find a wide range of solutions for their business, all integrated with 6eotab's �per :matic ztfor . We have a solution to suit their every need, from satellite tracking, in- vehicle camera, ELD compliance, driver ID, temperature tracking, and more. Geotab performs industry standard security scans and penetration tests against all new marketplace partner solutions. These security scans and penetration tests ensure our marketplace partners provide solutions that meet the rigorous security standards that Geotab's clients expect. Visit for more information. EnVue Telematics, LLC. 30 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential There are five different types of solutions. Solutions cnn be n combination of types. �: 0 �, 0 Mobi� �ps Third-pnrty mobile applications that add value for drivers or mobile workers. Typically pulls data from 6eotab. My Third-party Pnrtner or Geotnb-built plugins that run within MyGeotab or the Geotab Drive mobile app. < > zted Software Solutions Third-party or Pnrtner backend server systems that interface with the Geotab API, leveraging the SDK without using an Add-In. ` •/ Geotnb IOXs and third-pnrty hardware communicating through GO devices. ;�C ti - o m Reports Geotnb crented reports thnt cnn be uploaded to MyGeotab. Download reports into an excel sheet for easy data manipulation and analysis. Geotab Energy _ ,� As the shift towards Electric Vehicles (EV's) continues to �"'' � grow, Geotab's new brand, , aims to bridge y�� �, the gap between transportation and energy in the ���� - � electric utility and electricity demand management � markets. Geotab Energy's products and services help � integrate EV's with electrical grids in communities around the world. Electrical grids contain generator stations which produce energy and transmit this energy to consumers through distribution lines and towers. Charging at peak hours can be expensive for customers and difficult for utility companies to manage. If left unmanaged, vehicle charging load can negatively impact the electrical grid, overwhelming infrastructure and requiring costly upgrades and repairs. As a result, the 6eotab Energy teQm works with electric utility companies to help provide them with an accurate understanding of EV charging londs using data directly from the vehicles internal systems. The team helps ensure thnt utility compnnies cnn support the volume of EV's being charged at a particular time through its SmartCharge Rewards program. SmartCharge Rewards To incentive customers to charge at optimal times, 6eotab Energy offers SmartCharge Rewards. The SmartCharge Rewards platform is a customer-oriented program aimed towards electric vehicle drivers, electric utilities, cooperative utilities, EV program managers, electric retailers, and EVSE providers. The platform provides value insights into EV-specific data related to actions such as driving and charging. This datQ can be used by utility companies to determine optimal charging EnVue Telematics, LLC. 31 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential times, initiate new programs, and/or make infrastructure changes that help reduce the load during times of high electricity demand. The SmartCharge rewards program also helps utility companies engage with their existing customers, attract new customers, and encourage others to adopt clean transportation. SmartCharge also provides incentive-based rewards to EV drivers who charge during optimal times. Electric vehicles Fleet adoption of electric vehicles (EVs) is on the rise globally. With government targets to cut carbon emissions, the continued push to reduce fleet costs, and the increasing choice and affordability of EVs, we believe that this trend will only continue. In response, Geotab acquired FleetCarma in 2018, a proven leader in the EV industry with more than a decade of experience collecting and analyzing EV data. Geotab now provides solutions powered by the world's largest EV performance dataset to aid fleets in the adoption and operation of EVs. Although electric fleet management and traditional fleet management have many similarities, there are several distinct differences. Unlike conventional vehicles, EVs do not follow mandatory telematics data standards, making data access a challenge. Working directly with manufacturers, 6eotab has developed unique capabilities to access critical EV data and now supports the largest set of EV makes and models. 6eotab provides a pintform to monitor nnd optimize n fleet's EVs nnd conventionnl vehicles together. The platform contains critical EV reporting capabilities, such as measuring energy efficiency to enhnnce the range of an EV and monitoring real-time chnrging activity to increase a fleet's productivity. Please visit for more information on EV fleet management. Geotab's EV Charge Assurance Effective charging can boost fleet productivity and prevent costly charging delays. 6eotab's free u , ir Add provides a comprehensive overview of the charging status of a fleet's electric vehicles (EVs). Using this comprehensive dashboard, fleet managers can easily monitor the charging status of specific vehicle groups in their charging zones and pre-plan which EVs to utilize and dispatch. Fleet managers can also set up custom notifications and displQy warnings for any EV that encounters charging issues. Thus, allowing fleet managers to take preventative steps for quick corrective action. All in all, Geotnb's EV Charge Assurance Add-In, is a great tool for fleets that are looking to confidently dispatch EV's and prevent costly charging delays. Electric Vehicle Suitability Assessment (EVSA) Specifically designed to help enable fleets transition to electric efficiently, Geotab introduced the EVSA, a free tool in the . The EVSA helps fleet managers determine electric vehicle suitability by analyzing their existing telematics data and creating an electrification recommendation based on each vehicle's distinctive driving patterns. 6eotab's EVSA solution identifies which electric vehicles meet range requirements, make the most financial sense, and will ultimately help make electrification as seQmless as possible for fleets. Based on telematics data, fleets are provided with a report which provides lifetime cost and financial analysis, range assurance with best fit analysis, and an environmentQl impact analysis that calculates fuel and COZ emissions reductions. Please visit �eotat om/e for more information on accessing the free assessment. EnVue Telematics, LLC. 32 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Collision reconstruction add-in Geotab's Collision Reconstruction add-in is an all-in-one solution to viewing, analyzing, and interpreting collision data from 6eotab tracking devices. It finds and analyzes known collisions for a given time period and displays all relevant information into Q single, easy to reQd document. This tool is helpful for fleet managers and administrators to view the position and the point of impact of any collision in their fleet, and provides customized links to view the speed profile, RPM, and accelerometer data during the collision. Features . Reconstruction based on a larger time period . All-in-one view of an accident without having to sort through and analyze separate sections of MyGeotab . Point of Impact calculated based on the acceleration values received* . Simple customized links to go straight into speed profile, RPM graph and accelerometer graph Benefits • Fast and easy to use solution for analyzing collision data • Optimizing and simplifying complex accelerometer data . Provides critical d4tQ to improve logistics and decision-making . Point of impact can provide a better understanding of the overall accident as it occurred . Increasing overall fleet safety by reducing potential recurring behavior in drivers . Reduces potential accidents Greph SbrT. Jhd�x�dry�. (ebiunr� Ol, :1.•�� T�m. u( A�aide�l�. N'ecl.�.e+dny, %.L� �i,.'� WaphEnd:'�lecnesday, febr�arv0t :Oi Gnph Stert: J�td�esdry�, fe0iu� Timw of A�ridant: \1'«�pirad� _�h�d:':/KnoiAY . c�W s+ c.+Mc..a...,. , ��_�, i.o i _ .. '., EnVue Telematics, LLC. 33 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Driving behavior Risk and safety reporting Geotab's fleet safety reports provide advanced insight into their drivers' on-road activities. Risk and safety scores are assigned to individual drivers based on various factors: speeding, seatbelt usage, braking habits, degree of corner turn, acceleration, and after-hours vehicle usage. Geotab reports also illustrate daily, weekly, or monthly driving trends to enable managers to develop performance benchmarks. � ,.,.�,,.. � �:��,�� RiSV; N� S:ifea y Tn�nd s i� I:�.kiii� Y__il. ,' �--['� °,�. In-vehicle driver coaching �� Geotab is an early innovator in developing interactive Qlerts that help drivers identify and improve their on-roQd driving behavior. All Geotab GO devices come standard with Qudible buzzer notifications that beep in real-time when drivers deviate from company safety policies. Immediate feedback will improve safe driving practices as drivers can then take corrective actions as events occur. � ; �;� � ,,,,�a Improve driver seat belt habits � Geotab's driver and passenger seat belt detection feature, available ;:. for most vehicles, reminds drivers to buckle up while on the road. � 6reater seatbelt usage results in reduced driver injuries and improves e compliance with the law and internal fleet safety rules. mvc'rnran p �. _.. y .. � 0 . .. „ _ .. . �����,< <�-R..�.,. .�,�.��,h � f//''JohnR`Sm�th �. �, ,, , � • o SealOelt �a�pe Tr�cklnq ��,�y � �aw 4 ♦N' �k�' a� O s� �.,�.�— lohn R. Sml[h �n O .: . ... .......�.� 1 Help prevent driving accidents Vehicle in-reverse activities are one of the main causes of parking lot accidents. Geotab's patented technology identifies vehicle in-reverse motions and gives drivers a reminder to be extra cautious during this activity. Reinforce company safety policies � Geotab's risk management report shows how many rules were broken and the total miles driven for the time frame chosen. This important metric shows how many rules were broken over a standard number of miles across the whole organization. This places all drivers on an even playing field and allows organizations to enforce fair practices. A driver safety scorecard report, fully configurable, is freely available at EnVue Telematics, LLC. 34 � Cc�-n�any goal � "�...,,., ..,;. ;��.,�,.. G�d�:,�. �...._..�_:ui.:�r. � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential https://marketplace.Geotab.com/solutions/safety-scorecard � . ' � � � — —_� ~� .. _ � -.�; Personal mode GO Tall< 6eotab GO TALK enhances driver and fleet safety by providing spoken word Qlerts to drivers while on the roQd in real-time. Spoken instructions from inside the vehicle inform and empower drivers. Using advanced text-to-speech technology, GO TALK warns drivers of violations so they can immediately correct their behavior. Personal Mode allows drivers and fleet managers to temporarily hide vehicle tracking in the fleet management application. When Personal Mode is enabled, location features that use 6P5 such as position, trips and speed profiles are not displayed in the application. Features that do not use GPS such as engine and accelerometer data are displayed in the application. Since 6P5 data is not accessible in Personal Mode, other features such as reports, or Add-Ins may function differently when Personal Mode is enabled. Personal Mode is intended for market-specific cases in which the driver requires intervals of privacy such as using a work vehicle for personal time Driving data collected by a vehicle in Personal Mode is stored as "private". In the event of an accident, private data can be extracted to assist with accident reconstruction, provided permission is granted to access this data. Before granting permission, the fleet operator must demonstrate that they have received consent from the driver of the impacted vehicle. There are two ways to enable Personal Mode: 1) Exception Rules: Set conditions to automatically turn Personal Mode on and off, e.g., after work hours rule. i', � � I.�LU fI�F3 L y � a ° ,+ ,. - '��� �..,^. - y � � . 7ohn R. SmiU � � o c, ���,���,.� � ! Y 2) Mnrketplace Add-In: Install the Personal Mode Add-In to manually toggle Personal Mode between Personal and Business while using the fleet management application or the Drive App. For more information please visit: de User Guide V2.0 Data analytics Geotab's Data and Analytics team consists of over 60 professionals working with 40 billion dQily data points coming from over 2.1 million devices. The team is composed of speciQlists in data engineering, artificial intelligence, UX, and software engineering. The department includes teams dedicated to data engineering, data solutions, internal analytics, professional services, privacy and EnVue Telematics, LLC. � � ..�� -. � �'�� �. �1. � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential data governance, and education and agile services. They work to deliver data insight to fleet clients, adjacent markets in intelligent transportation systems, and support Resellers and Geotab's internal operations. Geotab aggregate data has also been used in initiatives such as the 'ii ' - a tool that compares current commercial transportation and trade activity against pre-COVID numbers to track COVID-19 recovery. Data storage and usage Geotab provides its clients with an industry-leading, open platform fleet management solution for collecting and analyzing vehicle and fleet data. With Geotab, clients have power and control over their own data. Data is collected from the device and sent to Geotab Gateway servers, then to the assigned database (unique per client). The My6eotab solution is hosted entirely with Google Cloud Platform (GCP). GCP is available in 200+ countries and territories. A list of 6CP Physical Locations are available at: https://cloud.google.com/about/locations. 6eotab's data is encrypted using SSL encryption similar to any major financiQl institution. The client defines who has access to their database and what they have access to within it. Geotab employees can have access to databases for troubleshooting purposes only, and this is largely on the approval of the client. To ensure complete transparency and accountability, all access into a client database is audited and stored indefinitely within the database audit log for the client to see. The 6eotab API is fully available to Geotab clients. ��o�. �, myoeorne � � � � �' � S. � �'a.: � .�. � .��.�. � �o o..�.. � �o o..�.. Data handling and security Geotab takes a rigorous approach to data security following the principle of continuous improvement and provides one of the most secure telematics solutions available on the market today. To protect our customers' critical data, Geotab has a dedicated Chief Security Officer (C50) and security team focused on developing industry-leading cybersecurity technology. As one of our core pillars, 6eotab takes security seriously. We are constantly reviewing, improving, and validating our security processes so our systems remain resilient to intrusion and disaster. Geotab uses encryption to always protect all data during collection, transmission, storage, and use. Geotab's cryptographic module has achieved the FIPS 140-2 cE , and we are the first telematics company to achieve FIPS 140-2 validation. Customer Data in Transit (DIT) to the MyGeotab solution is encrypted with AES 256. Once customer data is inside the MyGeotab solution, Geotab uses AES 256 disk encryption provided by Google to encrypt DAR. DIT within the MyGeotab solution uses TLS 1.2. As we grow, more industries, fleets and customers will benefit from Geotab's uncompromising stance on cybersecurity. EnVue Telematics, LLC. 36 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential 6eotab participates in several industry groups such as SAE, IEEE, W3C, Auto-ISAC, NMFTA, and ATA; and contributes to industry special projects to remain at the forefront of cybersecurity developments. Geotab collaborates with leading stakeholders to advance security across the industry, and our security team regularly engages with global thought leaders and experts in the vehicle cybersecurity space. Geotab employs white hat security researchers who attempt to uncover hidden vulnerabilities within our telematics systems and validate security enhancements. As innovation continues to outpace regulation, Geotab remains committed to being an Quthority in the security space and a leader in connected-vehicle technologies. Geotab employee policies Geotab implements measures and policies to ensure that all Geotab personnel are trained and fully aware of all security and privacy-related policies; and that only specific persons have access to specific areas within the network and systems. All primary 6eotab support engineering employees are currently located in Ontario, Canada. Geotab also has engineering employees located in Nevada, USA; Munich, Germany; London, UK; and Madrid, Spain. For more information please visit: Technical and Organizational Data Security Measures Statement Segregation of duties Geotab implements internal controls to minimize the risks associated with Geotab employees gathering excessive privileges within the network. Where possible, privileges are divided among multiple users to ensure that no single Geotab employee is capable of completely controlling a process from start to finish. Where this division is not possible, access and usage is reviewed on a regular basis. In addition, all server access requests require approval and access is only granted for a limited period of time. Access logs are maintained for all servers. Data centers, technology service providers Geotab stores data in Public Cloud services currently operated by Google (Compute Engine), located in USA, Europe, and Asia. These Cloud Providers do not allow third-party on-site visits and only allow authorized personnel to gain access to their own physical server (ocations. European customer data is stored in Geotab's European data centers. For more information please visit: iical and Organizational Data Security Measures Statement Data transmission control Geotab implements suitable measures to prevent the MyGeotab and device data from being read, copied, altered, or deleted by unauthorized parties during the transmission thereof or during the transport of the data media. For more information please visit: Technicnl and c anizational Dara Security Measures Statement (TO����� EnVue Telematics, LLC. 37 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Geotab GO device data security Geotab implements suitable measures to prevent any data from being read, copied, altered, or deleted by unauthorized parties during the transmission or transport of any data to and from the 6eotab GO device. If a third-party device is attached to the 60 device, it is possible that sensitive data may be sent to 6eotab's servers For more information please visit: nical and Organizational Data Security Measures Statement Customer data residency Customer data will be stored on the following media: . The GO Device in the vehicle (customer may label the GO device) . Customer computer (customer may label their own computer) • Geotab-managed server (Customer data will be separated by logical and virtual means) • European customer data is stored in 6eotab's European data centers . All other customer data is stored in Geotab's data centers in either Canada, USA, or Asia, sub ject to customer location and optimization parameters Penetration testing / vulnerability scans Geotab undergoes annual external penetration testing on all its networks, applications and 6eotab 60 devices, through trusted security partners to ensure the systems remain secure and contained. For more information please visit: Technical and C„ yuniza+� ��ta Securi , r,.,�,.,,�, �s Statement , . C..._) Audits Geotab undergoes regular internal audits on its security policies and procedures. During the audit, all Geotab employees are provided security and sensitivity awareness training; internal security policies, security update processes; and server monitoring processes are reviewed. Information Security policies are reviewed every six months. Employee awareness training and / or testing is conducted regularly throughout the year. Security incidents In the event of a security breach, Geotab engineering may cut off some or all access to Geotab services to mitigate any possible intrusion damage. Once the threat has been contained or neutralized, a thorough and immediate investigation by high-level Geotab staff will be conducted, specifically to determine names and / or location of attacker(s), method(s) of breach, what kind of data was exposed (if any), and customers who may be affected. For more information please visit: _ical _ _ Organiz_. _ ._ _ _.. _. _ _ _ _. , - -- -- -._.._.._.. _ >) Data retention, correction, and deletion (3.3.1) Clients can delete and correct data stored on Geotab's systems. On request, 6eotab can assist with data exports, deletion, and correction under a separate consulting arrangement at then-current hourly rates. EnVue Telematics, LLC. 38 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Geotab will only initiate a purge when it is required to preserve the integrity, reliability, and availability of the SaaS. If a purge is performed by Geotab, Geotab will still retain a minimum 365 days of data prior to the purge date and will provide advance notice to the database owners. If data is to be purged and clients wish to retain their data for longer than a year, they are encouraged to retrieve the desired data using one of the API tools provided by Geotab. All drives that are decommissioned are wiped clean using industry-standard data destruction tools, or in the event of a failed drive, are destroyed to ensure that no data can ever be retrieved. Geotab's use of information MyGeotab If clients created a MyGeotab account, we use their personal data to provide, maintain, improve, and promote the 6eotab Solution. We may also use personal data to enable authorized Clients to access My6eotab, and to send Clients transactional messages to respond to comments, questions, and requests or to distribute important Client information. Device and vehicle data If clients drive a vehicle connected to the 6eotab solution, we receive personQl data about them to the extent our Client provides such personal data to us, and we process such personal data in accordance with our Client's written instructions or as required by applicable law. To the extent that personal data about them may be inferred from technical vehicle information collected from the device, we process such personal datQ in accordance with this Policy. For more information please visit: Spec Sheets/Brochures - -� .� �� geotab-public-wor 2 - MTK-WT10X LTE ks-product-brochur� Install Guide [PUBLI( .."' .."' .."' IOX-AUXM IOX-BUZZ [PUB].pdf IOX-CAN [PUB].pdf [PU B]. pdf .� IOX-NFCREADERA [PU B]. pdf ""' IOX-RS232 [PU B]. pdf � "'� "'`� IOX-USB PUB.pdf IOX-ANALOG (Beta) Public Works PUB.pdf Controller Integratic 'Q� �'� �I� �� [PUBLIC]Geotab-GO Telematics Device [PUBLIC] EnVue Telematics 9-Brochure-Resellerl Installation & Warni geotab-customer-su EnVue GO Device - I EnVue Telematics, LLC. � � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Surfsight Dual Facing Camera AI-12 (2.1.4) (3.1.4) Developed based on insight and feedback from fleet managers across the globe, the Surfsight technology offers an affordable, fully integrated video telematics solution that empowers customers with real-time* visibility and data for proactive fleet management. Furthermore, Surfsight video data is tightly integrated into and visible from the MyGeotab platform and employs Geotab's powerful Rules Engine for customization of automatically captured events. Surfsight camera systems enjoy significant keys to accuracy — data and lots of it. Among them are the following: 100 billion miles monitored; 700 thousand connected vehicles; 50 billion MV and AI detected objects daily; 65 million behaviors labeled annually; 165 thousand MV & AI capable devices; more than 150 million human validated video clips. S�ffs+ghc Ar- �2 ro�d-facing camera .-�,, ,. '. � i -- 9a[t�ry. .t. pd.kjn� �� S4fISY� J . . �rrymn r r� :� I �Ci atl��s[:f�le 1CU wap .. a�d-�anngcamera � ;�s��.[s^i 9M a+x1 : >ac, �e�ured .. �I-5[yS[fe'hs NiF� h�r.[po[ pruk[�71. � �'in�v [q InT dh�k� dl'x1 Specification highlights include: A rotating ring and mounting bracket for quick and easy 20 minute installations; built for all vehicle types; 4G/LTE connectivity; Qualcomm Snapdragon Octa-core Processor; 1080p HD 140 degree wide angle road-facing camera and 720p HD adjustable driver facing camera with infrared capability for night operations (2.1.5); tamper resistant SIM and 128 GB SD card slot secured with safety screws; Event trigger button for driver initiated recording; Wi-Fi hotspot EnVue Telematics, LLC. 40 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential provides connectivity to IoT device and auxiliary cameras; Built-in GPS/Accelerometer; Built-in speaker for alerts and coaching. 5�rfsight Af-12 a'river-facrrrg camera Fas� and simole insta'!: � � with Cocicing heacScet Touch s�ree� so assis:; �n installat•nr ; .. . and prrn+idr � � �ESISEdfICF� i heaa and r.�: � . ' i�i�� ��:;�,:s[<� ;la v;r�r :n,le �o:o� and I� :a�in ;:i�g eamt�ras fcr ass�sting �:I �:.rr:i�.-[�'�'. .. .. .. Su�lc in sp�., , . . . _ . .. ... •.::r r- alerts a nd c::.;: �-: �-.�, sc �._ r, �r � r� _ os �., -_ s Evenr crigger bu:con The AI-12 camera's processor and state-of-the-art Artificial Intelligence (AI) algorithms significantly eliminate false positives which waste your time and false negatives which often lead to missed critical events. Edge processing means the camera can understand critical events and driver behaviors without dependence on off-site human review of events which can delay action and be missed. Allows you to pick and choose events to view and recommend events you should watch as a risky event. For example, amount of time driver spent on a cellphone per trip. Trip level statistics are provided for duration and frequency per MV+AI. Distraction suite events include using a handheld device; unbelted driver; driver smoking; handling food or drink; inattentive driver. Additional distraction events are being developed and are automatically downloaded to the camera system over the air. (3.1.5) With Surfsight you can resolve claims rapidly and exonerate drivers from false claims with continuous recording available on the AI-12. You can also conduct quick investigation of accidents or almost accidents. (3.2.8) 6eotab is also able to provide accident reconstruction data. Geotab's Accident Reconstruction feature allows agencies/companies to obtain second by second data leading up to a collision. 6eotab's Curve Based Tracking Algorithm transmits important track points throughout a trip. When a collision is detected, each and every point leading up to the event is transmitted immediately to reconstruct the incident with no interruption in data. Where the City might have previously settled a claim ngainst them for a significant payout, The City now can reduce liability by providing appropriate driver nctivity regnrding speed, locntion, driving behavior, etc. By detecting collisions in real-time, The City may also be able to mitignte the linbility from chemical spills, interrupted services, and effects on traffic. 6eotab provides device logs, engine data at the time of the collision, device accelerometer logs (acceleration side to side, acceleration forward or braking), RPM, 6P5 location view, trip view and reconstruction details; all of which help to provide EnVue Telematics, LLC. 41 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential transparency around the lead up to the accident and the accident reconstruction itself. The below link is an example of a Geotab document presented to the customers with data from the Collision event: https://drive.600gle.com/file/d/OBzra-p6Jl- CtTEI5aG93dVFrYzhxMUNvM1ZpU3BDbnZOeGNV/view?usp=sharing i�s�•::::r-C..� ....5r!.?�:f. .. -,.r.ri .-.,�i.::.ri ...��i� ._����.._ DEVlCE DRIVER SMDi(ihEG OR{NK OR�VER ` Unsafe driving behaviors are automatically captured Unsafe behaviors including sudden acceleration, sharp turn, and hard braking. The driver will receive two warnings before a ten-second video is recorded and sent to the cloud for management review. Importantly, the MyGeotab Rules engine is integrated to the Surfsight camera enabling fleets to create very specific and customized parameters for automatic video recordings. These rules can be configured by vehicle type and group, thus enabling managers to use rules that are specific to each department and vehicle mission. (3.2.8) (3.2.9) The Surfsight AI-12 is a driver aid only; and is not a substitute for a safe, conscientious driver. It cannot compensate for a driver that is distracted, inattentive, or impaired by fatigue, drugs, or alcohol. Whether or not the Surfsight AI-12 is in use, it is always the responsibility of the driver to take appropriate corrective action. In certain circumstances, the ability for the Surfsight AI-12 to issue a warning may be limited. Never wait for the Surfsight AI-12 to provide a warning before taking measures to avoid an accident. Failure to do so can result in severe property damage, serious personal injury, or death. Data Retention (3.3.2) During the term of the Agreement, Surfsight will retain the video and event data of the City uploaded to the Solution for a period of 30 days from upload, after which the Surfsight will remove this data from the City's Account automatically. The City, as Controllers in the software, can back up your Data from the Solution to other systems of your choosing. https://surfsight.com/eula/ EnVue Telematics, LLC. 42 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Surfsight Specification Sheet �. Surfsight_Product_ Spec.pdf SURF5IGH� AI-12 C�NNECTEO DASHCAM � , �r..., . i:..t:. �v�=� GP� Camer�s Front �arie•a Addltioral Cameras �r��er Fa�in� Camer� Sens��r=_ GlobalBands A6ility to act as hotspot or tonne�t to WiFi A�cess Point GPS AGPS Front and Dri�er fa�ing �ameras 1084P H� Adjusta6le viewing angle FOV(�J1A0 A6iliry ta connect up to 4 addicional carneras � � f) Parkirg �r9cde Temper�ture: 4nti- Tamper n� Pow e r Stor��,e Ouer tre Air Llpgrade �s �urfsight 720P HD with integra[ed IR and adjustable viewing angie 6istra�ted �river, Braking, A��eleration, Speeding, Sharp Turns, GeoFence, Pani� 6utton, Tamper E�ent, Joit Integrated battery, upon power dis�onnect tamera wiil enter standby and will only record event and �ideo if there is a sudden jolt when the �ar is turned ofF ❑perating: - -0 - +70 Celsius Sta rage: --7 0-+85 Celsi us * In �ase the operating temperature is out of range, the dashcam w�ll not start and will resume aperation after rea�hing normal operating temperature. SO card and SIM tard are locked and tampered SV U58 Power Conneetor with opiions to wnneet [a 1ZW-Z4V thraugh ❑BDZ or Hardwire Kit Llp to 128 G8 (SD Card not included] - 5� Card Class 10 needed for high speed �ideo re�ording Supported EnVue Telematics, LLC. surfsight.net � info@surfsight.corn 43 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Parts (all of section 6.0) The catalogue is attached. (6.1) All parts and equipment are new we do not supply used or rebuilt equipment. (6.2) We will be able to include wiring (installation) diagrams. (6.6) Invoicing (7.0) EnVue Telematics agrees to Section 7.1. We can provide for one invoice per device. (7.2) But if ordered in bulk (more than one) we will not be able to offer an individual invoice per each device (7.2) EnVue Telematics, LLC. 44 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential EXHIBIT B (10.0) COST SUMMARY The quantity used for bidding purposes will be 4600 units. The Proposer shall provide all cost associated with this RFP. For evaluQtion purposes only the items in the box below will be evaluated. Item Description Quantity Unit Cost GPS Unit with CamerQ System 4600 included Installation/Removal of GPS unit 4600 included Automatic Vehicle Locator and Driver 1 included Performance Software Monthly Subscription Fee 12 $32.75 per device/vehicle per month, including required equipment, deinstallation, installation and service fees. Parts and accessories will be purchased at 0% discount off of catalogue/pricelist. If no discount is given, please enter "zero". Please include catalogue with proposal.* Other fees (please provide a breakdown of each fee: Shipping Cost $ Included. Warranty $_Included _(GO Device only), There is a 2 year warranty on the Surfsiqht camera Implementation Cost (include training) $ 0.00 Pricing Terms: Minimum contract term of 12 months, regardless of City's use — The City is committed to,na ying for 1Z months ofservice on every device that is activated regardless of the City's use/term. All equipment is new, we do not supply remnnufnctured equipment on purchnsed items. (6.2) *All parts and accessories are priced to the Sourcewell contruct in the attached cutulogue. And will not reflect the pricing bundle provided ubove. The ubove is for initiQl purchases and not for add-on or replacement equipment. EnVue Telematics, LLC. 45 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Attachment C � Attachment C - Proposer's Contact I ATTACHMENT — C PROPOSER'5 CONTACT INFQRMATION Proposer's Name= EnVue Telematies, LLC. Proposer's Local Address: 405 Enterprise Street, Longview, TX 75604 Phone: 804-201-1169 Fax: ��A Email: sjohnson@et-envue.com � support�t-envue.�om Name of person assigned as [he Account Representative for this oontract: NamefTitle Susan Johnson - COO P3�one: 813-94D-5�31 Fax: �IA Email: sjohnson[n�et-envue.com Name of person(s] ftir renewal information andlor billing questions: NamelTitle �+'}auri�e Sha�kelford - Accounting Suppart Phone: $13-54U-523i Fax: �JA Email: b�lling@et-envue.�om NamefTitle lesse Rohles - Support Team Lead Phone: 813-820-4021 Fax: NI� �,,,��r bilfin¢[c�et-envue.�am 5usan „w. Johnson a,,.�...��...:..x SusanJohnson �-6-21 Autliorized Signature Prin[ed Name �ate EnVue Telematics, LLC. 46 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential References Dakota Fleet Management Kevin Schlangen Fleet Manager 952-891-7911 2800 160th Street West, Rosemount, Minnesota 55068 Over 300, Police, Public Works with auxiliary, and Winter Operation/Public Work on some - client since June 2013 City of Saint Paul Shane Wurst Fleet Manager - Traffic, Operations, Forestry, Parks and Signs 651-266-9718 891 Dale St N, St Paul, Minnesota 55103 Over 400 City vehicles including Public Works, Streets, Sewer and the above - client since June 2019 Maplewood Police Department Lt Kerry Crotty Officer (651) 777-8191 1830 XXXX Road B East, Maplewood, Minnesota 55109 22 Police Cruisers - client since December 2013 City of Janesville John Whitcomb Fleet Manager 608-755-3114 2200 US Highway 51 N, Janesville, Wisconsin 53545 30 Public Works vehicles - client since April 2014 City of Derby Shana Sneath Public Works Coordinator 316-788-0301 611 N Mulberry Road, Suite 300, Derby, Kansas 67303 52 Public Works vehicles -client since December 2018 Shakopee Mdewakanton Sioux Community Scott Jokinen Fleet Services Manager 952-403-5591 2330 Sioux Trail N.W, Prior Lake, Minnesota 55372 Over 140 Fire, Safety, Police, Transport and Maintenance Vehicles - Client since April 2020 EnVue Telematics, LLC. 47 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Cooperative Purchasing EnVue agrees to as asked to Cooperative Purchasing arrangements with any other governmental entities that would participate in this contract. EnVue Telematics, LLC. 48 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Form CIQ Conflict Of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires vendors and consultants contracting or seeking to contract with H-GAC to file a Conflict of Interest Questionnaire (CIQ) if they have an employment or other business relationship with an H- 6AC officer or an officer's close family member. The required questionnaire is located at the Texas Ethics Commission website: http://www.ethics.state.tx.us/whatsnew/conflict_forms.htm. It is Bidder's responsibility to download the form and furnish a completed copy with the Response. We have no Conflict of Interest CONFLICT �F INT�FiEST QLIESTION4JAIR� FORM CIQ For vendor doing 6usiness with local gorernmental entlty T�Me tl�eyelo�na�ra ro�ioe�s cn ange: mae e to uc �aw hy H 8. 45. 8A�M1 Lery, Rag��l:.i Sns. �nn. l7FFfC E 115 E � NLY i�i�a ��^_5Lo^.�: r[- �c :•�:� i.ir� n� :.:-r�n.�r.- w-�. CM1+xw�cr 1'/5. Ln�a� G::r�vn�i�i�� �:..0 �.� �.... --r .. n �asxo,s��.oss�cai���,snc.,.e�:;.,�:��rs�-:�:�,�:�c.in::����w�:nninniy�.�.m..����...� .�, ii�� ..�.... ... ... mnixa nmiaun�er5ire�iil�o.0[6ini. By iTw V��s ouoslipnnam m�si be fteo wiih ine rn•xcs afinir.isUalo� cf Il�e loca 9o•b��mcma� m�i�r+n-i i:::.r �ry n�ryw YI� ��sirwrsx a�y .Y.icr •ne e•.I� vm0a M_[o 5»�mr�e tl�a[ls iNz �����++��« xininn�ni �.. n fiers. Sw Sr_iie.� 1i5 OFi[�1j. Lifcel Go're��manl CoFx x� a, ��n�r �pmm:s.+� oflcrxe if inc wMor knmvi•i�lr rci:n�r Svxu�ii 1�6.W6 :�w-�il [;���«���+[�l CoCe r. 0'�0'u 0=���?'"��x xxl or �s :. mi:Ceme�na ' Name of vondor wha has a 6uSinpgs rela�lmisl�lp wlin lecal goremmenlal entl[y. . -• .� .� � vl'•��r�\ , � �`_. C��eCk �hls hex �! you are I�tlng an up¢He to a prevlously tilea quec[ionnal:e. S IM1e la�v repuirex 1M1ai yoti ��le an ��ial� .cmdc'ud uuusuan��:x�c v.iob n�e.�wr;�pdae ri�ng n�:mnntr rai ia�er �han me 7m bu�ness day ener me oa�e on whicn •�;�r' oudieamcon.«ort�aiir.cx.g���anywnsy:,cnn��na�rew�s�nwn�qeieorinaccura�e.� � Nnmo nl Inral omrornmont n�ror aM1n�it wM1nm �Fo infnm�Minn is Fnlnn ell¢�N[PA I ^, ' h.s.+.i..r.'CYcu ooacriha ea�M1 omoloumrn! nr oeFnr h��¢inrkc rnl�f ir.nSM1io wi1l� IN� foral ueLr�ninen! oMlcer. n a 7»mll� n�emec} e1 !ne oFGcer, as descri6ad hy Soelion 17G.007jaj(7]�A). Alsa descril�e.+i+y ���mily ��Fa�ionship wi[h Il.e Eecol yevernmen[ n1li�er. Cvmplate su6parts R and 6 for each emvl oymenl vr h�¢ixss rc L �i enaliip descriLe�. An.�c1� atlailional pa9eg [0 llii g Fprn� GO as necessary. � : i _"� A is Ihu 3odl garunMen! WRoe� o! a family mBmlie� d 1�e offw� rei'arvi�y ur likely io la v�W 18xah18 inCome. othor IMn.+vestMcn[ ��canq �rom Ine ��r' Yes No 8. I; [lie v@rq0� �'uu'�M9 P' lik]yID �L�fR�C IA�B�lein�nie, Ot��� In•1n In��;ImCi�l �n[;un�.�, fran 0�211M16 dir��o� vf ;h¢ Ic�:�l yuv���n0n! aniwr m.i fam�ly merr-he� of 1he Wfcur ANO lhe lara6le irccmv �s nrn received Srom Ire bca gcrve�n¢nWl enLly? Yes h�c OnR�rihe aa�h wmNnrmnn� ni 6iixinr.xx mla�innr,hin fha� }hp vq�rinr namp� in Srtrtion 1 mainla�nc wlih a co�ooealle�� other hus'tness enti[y with respecl m which ihe focal goremmeni offlcer serves as an ofFlcer or ulrlC70f. Dr 1101dx dn ownersfiip inleres! of one percen! oi more. Chcck Rvs box i: Ihc vendor nas given the local q2vzrranen� df,cer w e lamily memoer nl �ne olfi�e� n��e m i+Wr� �:q�, as descn6ed:n Seclion F76.003[aH2j[BJ. erclu9irrg g�Rs neu'r� 1 m$�c�ipn 1�F,np3(a�]. N 1� r �� __'� . . —� y _�i.' _ ��-.[?.- � ��,�gn•�s��ees:•.un•e.+�.ea����er.ia���i�ir oaa rtFvsi-0w.9.+.�wmz�rv�nd��«a+�.,.ao,��e.aar a�ceram�ionmr P�e �8 N 29 Catalogue (6.1) EnVue Telematics, LLC. 49 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential See attached and embedded below. Sample of Reports �I Pricing Catalogue City of Fort Worth.xl � � � � Engine Faults Engine Status Fuel and EV Energy Posted Speed Report.xlsx Report.pdf Report .xlsx Violations Report - i � Safety Driver Scorecard - can be u � Trips with odometer - shows ti � Watchdog Report (Daily) - can be used EnVue Telematics, LLC. 50 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Attachment E See attached and embedded below. � ATTACHMENT E REQUIREMENT QUE`. END OF SUBMISSION EnVue Telematics, LLC. 51 � 2021 EnVue Telematics, LLC. All Rights Reserved � www.envuetelematics.com � Proprietary and Confidential Geotab End User Agreement IMPORTANT! BY DOWNLOADING, USING, ORACCESSING ANY OF OUR DEVICES, SOFTWARE, SERVICES AND OTHER PRODUCTS, INCLUDING UPDATES AND UPGRADES THEREOF (COLLECTIVELY "PRODUCTS"), YOU CONCLUDE A LEGALLY BINDING AGREEMENT BASED ON THE TERMS OF THIS GEOTAB END USERAGREEMENT ("AGREEMENT") WITH GEOTAB INC. ("GEOTAB" OR "WE") ON BEHALF OF YOURSELF, UNLESS YOU ARE ACTING AND AUTHORIZED TO ACT FOR A COMPANY OR OTHER ORGANIZATION IN WHICH CASE THE AGREEMENT IS WITH SUCH ORGANIZATION AND ANY REFERENCES TO "YOU" HEREIN MEANS SUCH ORGANIZATION. IF YOU DO NOT WISH TO AGREE, DO NOT INSTALL, USE, ACCESS OR RETAIN ANY OF OUR PRODUCTS AND RETURN ANY PRODUCTS YOU HAVE PURCHASED TO THE SELLER FROM WHICH YOU PURCHASED SUCH PRODUCTS FOR A FULL REFUND OF THE PURCHASE PRICE. 1. LICENSE. We grant you a limited, revocable, non-exclusive right to use any software, firmware and intellectual property (collectively, "software") embodied in Products solely for your own internal business purposes and solely in connection with your use of our or other compatible in-vehicle telematics devices, on the condition and so long as you comply with all terms and conditions of this Agreement. Except as otherwise provided herein, such rights are non-assignable, non-transferable and non-sublicensable. You may not extract, copy or use the software in connection with any other product or for use on any other device. 2. PRODUCTS OWNERSHIP. The Products are protected by copyright and other intellectual property rights. Software and services are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding any reference to the sale of any product to you hereunder, except for the rights expressly granted to you under this Agreement, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Products and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by us and our licensors. You shall not remove or attempt to remove any marks, labels and legends from Products. 3. PROTECTIVE MEASURES. Products may contain technological measures (including the ability to disable the Products) designed to prevent the illegal usage of software or other violations of this Agreement or applicable law. You agree not to circumvent or attempt to circumvent such measures. 4. UPDATES AND PATCHES. We shall continuously improve our Products and may, from time to time, cause software updates to be automatically installed with or without prior notification to you or provide access to updates through our website. You hereby consent to such automatic installations and agree to use only the updated version once it has been installed. 5. RESTRICTIONS. To the fullest extent permissible under applicable law, you agree not to: (a) disclose, transfer or transmit in any manner any services, software or other copyrightable or licensed elements of Products whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any software elements of Products; (c) use Products in a manner that violates laws or rights of others; (d) use the Products as part of a fail-safe design for dangerous or emergency applications or as part of control measures required for hazardous materials, life support systems, munitions or weapons; (e) engage in any activity that interferes or disrupts services or any computer, software, network or other device used to provide the services; or (f) attempt, or cause, permit or encourage any other person to do any of the foregoing. 6. COMPLIANCE. You shall comply with all applicable laws, including export control laws and regulations of the USA and Canada. You shall not export or re-export any Product directly or indirectly in contravention of such laws and regulations. You further acknowledge that the Products cannot be exported to, or used in, countries which are listed on Canada's Area Control List, including (as of the date V2 2018-05-21 of this Agreement) North Korea. 7. SECURITY. You are solely responsible for your failure to keep all user identifications and passwords (your "Login Credentials") secure. If you believe the security of your Login Credentials has been compromised, or you suspect unauthorized use, you will promptly notify us. We will be entitled to treat all communications, instructions and transactions as authorized by you if your Login Credentials are used unless you have notified us of compromise or unauthorized use of your Login Credentials. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on your account, we reserve the right to terminate or suspend your access to our website or any applicable services or both and will contact you to advise of this decision. 8. CONFIDENTIALITY AND DATA TRANSFER. We maintain reasonable technical and organizational security and data storage policies and measures for facilities within our control, in accordance with our Geotab Technical and Organizational Data Security Measures Statement, as amended by us from time to time. Data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using our Products. You shall not provide third parties with access to any software and non-public information in and regarding the Products and any other confidential information that we provide without our prior written consent, except to your own employees, subject to adequate confidentiality agreements. We will not disclose your Individual Vehicle Data (as defined below) to any third party except in the following circumstances: (i) to our service providers, who have a need to know in order to assist us in providing Products to you, and who have all agreed to confidentiality terms and use restrictions similar to those set forth herein; (ii) with your consent; (iii) to comply with a subpoena, warrant, court order or other legal requirement (but to the extent practicable and unless prohibited from doing so, we will provide you notice of the disclosure so that you may seek a protective order or otherwise object to the disclosure); or (iv) where a company acquires us. For more information, please see our Privacy PolicX. 9. YOUR VEHICLE DATA. We claim no ownership of any vehicle data that you generate and associate with our devices installed in your particular vehicle(s) ("Individual Vehicle Data") and which you transmit or process using our Products. We will process and transmit Individual Vehicle Data to provide, maintain and improve our Products and perform obligations under this Agreement and applicable law. In furtherance of such purposes, based on certain non-position data elements in your vehicle database (such a vehicle VIN), from time to time in certain jurisdictions we may query, on a confidential basis, databases maintained by reputable third party providers for additional information. 10. AGGREGATED DATA. Geotab compiles, stores and uses aggregated data and system usage information to monitor and improve the Products and for the creation of new products, in accordance with the Geotab Data Analytics Policx. The aggregated data that we use in this manner is no longer associated with a device and as such is not Individual Vehicle Data. Geotab will not attempt to disaggregate the data or re-associate it with a device without your consent or unless legally compelled to do so or unless required for safety or troubleshooting purposes. 11. FEEDBACK. You understand and agree that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that you provide or which is made available to us (whether directly or through a reseller including in the course of utilizing support, maintenance or other services) may be used by us to modify, enhance, maintain and improve our Products and shall become our exclusive property without any obligation or payment to you or to any of your customers whatsoever. 12. OUR LIMITED PRODUCT WARRANTY. We warrant that during the Warranty Period each Product (including beta products obtained through the Geotab beta program, but excluding other test or demonstration products or product versions) will perform in accordance with the written specifications that we issue with respect to such Product, subject to the limitations and conditions set forth in our specifications and this Agreement, when used in accordance with our documentation and specifications. V2 2018-05-21 "Warranty Period" means either: (a) the one year period commencing on the activation date; or (b) the lifetime of the device, provided that the device is activated on certain rate plans (currently the ProPlus rate plan and any other rate plan as announced by us from time to time ("Limited Lifetime Warranty")). Provided you properly complete and we receive from you, directly or through an authorized reseller, a justified written warranty claim and, if applicable, all affected devices (returned at your expense to the reseller from whom you purchased the devices or as otherwise specified by us), prior to the expiration of the Warranty Period, we will either repair or replace such device or use commercially reasonable efforts to correct any material defects in software and services. We reserve the right to replace any device and software with a more current version or model or refurbished device units in our sole discretion. We also reserve the right to charge you return shipping and a reasonable service fee if we determine that your warranty claim was not justified. The remaining Warranty Period for any purchased Products we repair or replace under warranty is deemed to be the greater of: (aa) the actual remaining Warranty Period for the replaced or repaired Product; and (bb) 90 days following the completion of such repair or replacement. Additionally, under the Limited Lifetime Warranty we will replace the device in accordance with the process specified above if the network on which the device operates no longer provides adequate coverage in your usage area (as determined by us in our discretion). To the maximum extent permitted by applicable law, the foregoing constitutes your sole and exclusive remedy and our sole and exclusive obligation for any breach of the foregoing warranty. 13. CONDITIONS AND EXCLUSIONS. Warranty claims must be submitted promptly after the date when you noticed the defect. In order to make a warranty claim, you may be required to prove that the installation did not cause the defects or failures of the Product, unless the installation was performed by a Geotab-certified installer. Any products, services or items made or supplied by third parties (including vehicles tracked with our Products) are not covered by our limited warranty and we are not responsible for malfunctions by or in such products, services or items. You may need to purchase, license or procure products, software, data or services from third parties to enable the full use or functionality of our Products. You are responsible for ensuring that all such third party products, software, data or services meet our minimum requirements, including without limitation, processing speed, memory, client software, internet access, internet or other communication channel bandwidth. 14. INSTALLATION WARNING. Certain vehicles or installation configurations may require professional installation, additional equipment or modifications to your vehicles. Prior to installing our Products you should carefully review the relevant Geotab installation documentation. If you are uncertain that you have the requisite skills and understanding to install our Products, you must consult with an authorized Geotab reseller or installer. Improper installation can lead to short circuits and the risk of fire, leading to personal injury or significant damage to your vehicle. Installation or servicing may also require modifications to your vehicle. Failure to comply with procedures specified in the installation instructions for a Product, or attempting to install our Products without adequate knowledge of our Products, proper installation, configuration, servicing, repair or removal procedures, or your vehicle, may result in damage to the Product or your vehicle, which may cause malfunctions of vehicle controls or vehicular environmental systems and result in personal injury. You understand that any such activities not performed by an authorized Geotab reseller or installer will be at your sole risk. You also agree to comply with any safety-related instructions communicated to you by Geotab, including removing the Product from your vehicle if Geotab determines your vehicle is not suitable for the use of the Products. You hereby release and forever discharge, and will indemnify and hold harmless, us, our affiliates, resellers and agents and their directors, officers, employees and representatives from any and all losses, actions, causes of action, liability, claims, demands, penalties, costs, expenses (including legal fees and disbursements on a full indemnity basis), judgments and damages of any nature or kind whatsoever, whether under contract, tort, or any other theory of law or equity, which you or any other third party has or will have, arising or accruing from, as a result of, in relation to, or in connection with, same. 15. RRANTY DISCLAIMER. EXCEPTAS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, WE DISCLAIMALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING V2 2018-05-21 WITHOUT LIMITATION ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DURABILITY, FITNESS FORAPARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (A) ANY OF THE PRODUCTS WILL MEET YOUR BUSINESS OR OTHER REQUIREMENTS; (B) THE PRODUCTS WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; (C) THE PRODUCTS WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE, RELIABLE OR CURRENT (D) ANY ERRORS IN THE PRODUCTS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED. MOREOVER, WITHOUT LIMITING THE GENERALITY OF SECTION 13 (CONDITIONS AND EXCLUSIONS) WE DO NOT ENDORSE, AND MAKE NO REPRESENTATION, OR WARRANTY WITH RESPECT TO, AND ASSUME NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY NON-GEOTAB PRODUCTS, SOFTWARE, DATA OR SERVICES INCLUDING BUT NOT LIMITED TO WIRELESS SERVICES, MAPPING SERVICES, POSTED ROAD SPEED SERVICES, INTERNET BANDWIDTH AND CLOUD STORAGE. 16. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. (a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against you or your affiliates, successors or assigns to the extent that it is based on a claim (an "Infringement Claim") that any of our Products which we have supplied to you directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of your affiliates) and indemnify you against damages awarded against you by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that you: (i) notify us promptly and within no more than 10 days after your receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse you for any compromise or settlement made by you without our prior written consent, or for any legal fees or expenses incurred by you in connection with such claim. (b) Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to you, the right to continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the Products or infringing part thereof with non-infringing equivalents, at no cost to you; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or services paid to us, if any; and/or (B) in the case of our devices, require you to return such devices and refund or issue a credit for the purchase price paid to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchase. (c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the "Excluded Claims"): (i) in the case of any software, the use of other than the latest release and version of such software resulting from your interference with or disabling of the automatic software update process; (ii) the use of any Products in breach of this Agreement; (iii) non-Geotab products, software, data or services, (iv) the use, association or combination of any of our Products with, or the incorporation or integration into our Products of, any non-Geotab product, software, service, data, information or other material (including your own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Products; (v) the use or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply with your instructions or specifications; (viii) your use or alleged misuse of data you collect through the operation of our products; (ix) for user-based V2 2018-05-21 vehicle insurance purposes, the use of the Products in association with driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section states our entire liability and your sole and exclusive remedies with respect to any Infringement Claim. 17. INDEMNIFICATION. UNLESS PROHIBITED BYAPPLICABLE LAW, YOU SHALL INDEMNIFY AND HOLD HARMLESS GEOTAB, ITS AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, DISTRIBUTORS, SUB-DISTRIBUTORS, CONTRACTORS, SUCCESSORS OR ASSIGNS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN "INDEMNIFIED PARTY"), FROM AND AGAINSTANYAND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING REASONABLE LEGAL COSTS AND FEES) ARISING FROM OR RELATED TO ANY CLAIM, DEMAND, COMPLAINT OR ACTION BYATHIRD PARTYARISING OUT OF OR INCIDENT TO: (A) YOURACTIONS OR FAILURE TO ACT UNDER OR RELATED TO THIS AGREEMENT; OR (B) YOUR BREACH OF ANY THIRD PARTY TERMS INCORPORATED HEREIN BY REFERENCE. 18. LIMITATIONS OF LIABILITY. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FORANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, LOSS OF DATA, BUSINESS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. FOR GREATER CERTAINTY, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS. 19. APPLICABILITY. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT WILL APPLY IRRESPECTIVE OF THE NATURE OR FORM OF THE CLAIM, CAUSE OF ACTION, DEMAND, ORACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. 20. TERMINATION. We reserve the right to terminate this Agreement in whole or in part with or without notice if: (a) you materially breach or otherwise materially fail to comply with any provision of this Agreement; (b) we determine that any registration information you submit or any update thereof is not true, accurate, complete or current; (c) you become insolvent or bankrupt; (d) you reorganize your business, make an assignment under or otherwise take advantage as a debtor of, bankruptcy or insolvency laws, including having a trustee or receiver appointed; (e) any steps are taken to wind up or otherwise terminate your existence as a legal entity; or (f) you cease operating your business. You may terminate the grant of rights to use the software or the provision of services by ceasing use of same. Upon any termination of this Agreement: (i) any and all rights granted to you under this Agreement shall immediately cease; (ii) you shall destroy, to the extent practicable, all copies of the software in your possession or control; (iii) if so requested by us, you shall certify in writing that all such copies of the software in your possession or control have been destroyed; and (iv) you shall cease all usage of the services. Upon request we will transmit to you a copy of data stored on our systems as of the date of V2 2018-05-21 termination, and we may condition this assistance on payment of reasonable fees and cost reimbursements, based on the size of the database and complexity of the task. 21. ASSIGNMENT. This Agreement and any rights granted to you under this Agreement may not be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void, except that you may assign this Agreement in its entirety to a purchaser of all or substantially all of your assets or business or in connection with a merger, amalgamation, reorganization or similar transaction without consent and upon written notice to us. Subject to the foregoing, this Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. This Agreement may be assigned or novated by us in our sole discretion by way of written notice to you. 22. CHOICE OF LAW. If your headquarters are located in: (a) the United States of America, then this Agreement will be governed by and construed under the laws of the State of New York without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the courts of the State of New York and the U.S. federal courts located in the City of New York for any claim related to this Agreement or the Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts; or (b) anywhere else in the world, then this Agreement will be governed by and construed under the laws of the Province of Ontario without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the provincial and federal courts of the Province of Ontario for any claim related to this Agreement or the Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts. 23. RELATED THIRD PARTY PROVIDER TERMS. Our related third party providers require us to obtain your agreement to certain terms and conditions prescribed by them. The Wireless Provider Terms are set out at the following link and the Other Provider Terms (including cloud storage, mapping and posted road speed provider terms) are set out at the following link. These third party terms are hereby incorporated by reference into and form part of this Agreement and contain license and use limitations; limitations of liability; disclaimers; choice of law, arbitration and forum selection clauses; and other important terms and conditions that affect your rights and obligations. Geotab accepts no responsibility or liability for the services of such providers. By signifying your agreement to this Geotab End User Agreement you are also signifying your agreement to these third party terms. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire and exclusive agreement between you and us with respect to the subject matter of this Agreement and cancels and supersedes any prior and contemporaneous understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us, oral or written other than as expressly set forth in this Agreement and any terms expressly incorporated herein by reference. The headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement. 25. SEVERABILITY. To the extent that any provision of this Agreement is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and you and we will use our respective best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of this Agreement shall continue in full force and effect with respect to all other provisions. V2 2018-05-21 26. AMENDMENTS AND WAIVERS. You agree that we may change the terms of this Agreement from time to time by notifying you via our website, email or other means. You agree to accept, and you hereby accept, any changes in Third Party Terms and other terms of this Agreement, unless the changes impose commercially unreasonable disadvantages on you. If a change imposes commercially unreasonable disadvantages on you and we receive a written objection from you within 30 days of the date when you received notice or you should have noticed the change, we may, at our sole option and discretion, (a) reverse such change with the effect that the immediately prior version of this Agreement shall continue to apply to you, or (b) terminate this Agreement and your use of the Products and refund to you, upon receipt of all devices, documentation and deliverables, in good working condition, subject to ordinary wear and tear, in your possession (aa) the amount paid to us for any devices and software, depreciated on a 36 months straight line basis, accounting for your use, and (bb) any prepaid services fees paid to us for time periods after the effective date of the change to which you objected in accordance with this Agreement. No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder. 27. FORCE MAJEURE. Each party shall be relieved of their respective obligations hereunder and will not be liable to the other or to any third party if the affected party is unable or fails to perform any of its obligations under this Agreement, as a result of any fire, explosion, war, riot, strike, walk-out, labour dispute, flood, shortage of water, power, labour, transportation facilities or necessary materials or supplies, default or failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, act of war or terrorism, any law, act or order of any court, board, government, state-sponsored actor or other authority, or any other cause (whether or not of the same character as the foregoing) beyond the affected party's reasonable control, for so long as such cause prevents the affected party from so performing, provided however that the other party may terminate this Agreement if the affected party is unable to perform its obligations for a period of 30 days or more, upon written notice to the other during the time the affected party is prevented from so performing. V2 2018-05-21 GDPR-Specific Data Processing Terms Unless otherwise specified, any term used below which is defined in the General Data Protection Regulation 2016/679 ("GDPR") shall have the same meaning ascribed to it in the GDPR. The following GDPR-Specific Data Processing Terms apply to Geotab and you if and to the extent that you have entered into the End User Agreement with Geotab and the GDPR applies based on its terms; if the preceding conditions are met, the processing of any personal data of data subjects in the European Union ("EU") or in the European Economic Area ("EEA") that you, as a controller, transfer to us, as a processor, under the End User Agreement ("Your Personal Data") are covered by these GDPR-Specific Data Processing Terms as part of the End User Agreement. If these conditions are not met, these GDPR-Specific Data Processing Terms do not apply to us and are not a part of the End User Agreement. You hereby instruct us to process Your Personal Data in accordance with the End UserAgreement. Geotab agrees that it: a) processes Your Personal Data only on documented instructions from the controller, including with regard to transfers of Your Personal Data to a third country or an international organisation, unless required to do so by EU or Member State law to which Geotab is subject; in such a case, Geotab shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;Geotab shall immediately inform the controller if, in its opinion, an instruction infringes the GDPR or national data protection laws in the EU; b) ensures that persons authorised to process Your Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; c) takes all measures required pursuant to Article 32 of the GDPR (security of processing) in respect of Your Personal Data; d) respects the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another processor in respect of Your Personal Data; e) taking into account the nature of the processing of Your Personal Data, assists the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subjecYs rights laid down in Chapter III of the GDPR; f) assists the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR (relating to security of personal data) taking into account the nature of processing of Your Personal Data and the information available to the processor; g) at the choice of the controller, deletes or returns all of Your Personal Data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless EU or Member State law requires storage of the personal data; and h) makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for V2 2018-05-21 and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller. If and to the extent you wish to provide instructions or requests to Geotab that are not included in Geotab's regular product pricing, including, without limitation, in the context of audits, inspections or assistance required to be provided under points (e) and (f), Geotab may condition any additional time, materials and efforts on your agreement and payment of reasonable fees and cost reimbursements. Geotab may add, remove and replace processors subject to Geotab's responsibility for ensuring that all subprocessors meet the security requirements undertaken by Geotab. Geotab will use reasonable efforts to provide you with at least 72 hours advance written notice before adding or replacing a processor. Section 26 (Amendments and Waivers) of the End User Agreement shall apply regarding any objections or requests for changes. For a list of Geotab's current processors, please see our Privacy Policy. V2 2018-05-21 � � � 1 �.�i � • About • Contact • Careers Menu • About • Contact • Careers • LOGIN Menu • LOGIN �� � � � � - �� Menu • HOME • PRODUCT • BENEFITS • SUPPORT • CONTACT • CAREERS • ABOUT • LOGIN Menu • LOGIN • HOME • PRODUCT • BENEFITS • SUPPORT Menu • HOME • PRODUCT • BENEFITS - SUPPORT � �h, �� � «., �I �ent �ent Surfsight End User License Agreement Version: July 1, 2020 In a nutshe/l: • This is a binding legal agreement between us for your use of the SurfsightT"" • We provide the Surfsight solution as a paid service and make efforts that it works properly. • The Surfsight dash camera device you bought is yours; please take good care of it and of your data stored on the memory card in the device. • You agree to our Privacy Policy and you will respect the privacy of anyone who can be viewed in the videos captured by the devices, including drivers, passengers, employees, contractors, and especially any children in the vehicle. Be aware that you are solely responsible for protecting their privacy and might be subject to fines and penalties if you violate people's right to privacy. • You agree to use Surfsight according to any applicable law in your country, including but not limited to, privacy and labor laws. • If you do not agree, please do not use Surfsight. If you do not understand anything in this agreement, please consult with your lawyers. Now in more details: By clicking the "AccepY' or "Login" button and/or by using the Solution (as defined below) you expressly acknowledge and agree that you, on behalf of yourself and your organization (the "Customer" or "you"), are entering into a legal agreement with Lytx, Inc. (the "Company", "we", "us" or "our") (each, a"Party" and collectively, the "Parties"), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this SaaS End User License Agreement ("Agreement").You hereby waive any applicable rights to require an original (non- electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement, please do not use the Solution. Subject to the terms and conditions of this Agreement, the Company hereby grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access the Company's proprietary management software, which is provided via cloud service, on a Software as a Service (SaaS) basis, including any and all improvements, corrections, updates, new releases and new versions and any related documentation, and excluding the physical Devices as defined below (the "Solution") that the Customer has purchased from the Company or its authorized reseller ("Reseller"), and use it for its internal business purposes, together with Company's proprietary software embedded on an edge dash camera device ("Device") provided to Customer by the Company or its Reseller, which communicates between the Device and the Solution. You may only use the Solution in accordance with its documentation, subject to the use limitations indicated in the agreement entered between you and the Company and/or you and the Reseller, including any purchase order ("Reseller Order") and applicable laws. The Reseller Order is, for the avoidance of doubt, in addition to, and without derogating from, any other use restrictions set forth herein. Physical Devices.The Solution makes use of the Device(s) and processes data on the Device, in accordance with the settings selected by the paying Customer of the Solution or as otherwise authorized by you hereunder. Following your payment and delivery, the physical Device is your property (excluding the software and other intellectual property in the Device). The Device is subject to the license terms and usage documentation applicable to it, if any. You shall use the Device in a careful and proper manner in accordance with the documentation, and in compliance with all applicable laws, ordinances or regulations, including applicable privacy, labor, road safety, and transportation laws. You are solely responsible for the safekeeping of the Device and any data stored and processed on the Device — and especially videos stored on the Device's memory card and any data processed exclusively on the Device — including their protection against accidental or unlawful destruction, loss, stealth, alteration, unauthorized disclosure of, or access to data on the Device. 3. Payment. The Solution is conditioned on Customer's payment of the applicable fees. If the fees are not paid, the Company can suspend or terminate Customer's access to the Solution, and/or take any other legal action. Customer Account. The Solution may only be used through a Customer account ("Account"). Such Account may be accessed solely by Customer's representatives who are explicitly authorized by the Customer to use the Solution ("Permitted Users"). Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms and conditions of this Agreement and the Privacy Policy (as defined below). Customer will be fully and solely responsible for any breach of this Agreement or the Privacy Policy by a Permitted User. Unauthorized access or use of the Account or the Solution must be immediately reported to the Company. The Company may audit the Customer's use of the Solution in order to ensure compliance with this Agreement, to provide customer support, and in case of a suspected security breach. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company, the Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Solution (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with any third party; (iii) use any "open source" or "copyleft software" in a manner that would require the Company to disclose the source code of the Solution to any third party; (iv) disclose the results of any testing or benchmarking of the Solution to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Solution's source code or underlying algorithms; (vi) use the Solution in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Solution; (viii) circumvent, disable or otherwise interfere with security-related features of the Solution or features that enforce use limitations; (ix) export, make available or use the Solution in any manner prohibited by applicable laws, including without limitation export control and sanctions laws which prohibit the use of the Solution in sanctioned countries (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine and Venezuela); and/or (x) transmit any malicious code (e.g., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system) or other unlawful material in connection with our Solution. Company may immediately terminate this Agreement, and Customer's access to the Solution, in the event that Customer breaches the provisions of this Section 5. 6. Privacy. All conduct and communications in connection with this Agreement or the use of the Solution are governed by our Privacy Policy, available at https://surfsiqht.com/privacv ("Privacy Policy"). By accepting this Agreement, you acknowledge that you have read the Privacy Policy and agreed to its terms. This is a precondition to the rights granted pursuant to this Agreement. If you do not agree to the terms of the Privacy Policy or the privacy terms in this Agreement, do not use the Solution. Service Provider Relationship Company provides the Solution empty of any personal data. The Customer, or the Customer's organization, determines the purposes for which the Solution is used, and the means to collect data from Customer's Devices through the settings of each Device in the Account. Customer agrees to comply with all applicable legislation relating to privacy and the protection of personal data in any relevant jurisdiction worldwide, including (without limitation): the California Consumer Privacy Act of 2018 ("CCPA"); the General Data Protection Regulation ("GDPR"); any local or federal privacy law or regulation, and any law, regulation, or guideline applicable to the use of videos, cameras, or video surveillance; and any implementing or successor legislation to the foregoing; as well as any amendments and/or re-enactments of the foregoing. Further, Customer acknowledges and agrees that Company is providing services as a data processor (as defined by GDPR, and alternatively a"service provider" as defined by CCPA), and Customer is the data controller (as defined by GDPR, and alternative the "business" as defined by CCPA). For the purposes of this Agreement, "Controller" shall refer to "data controller" defined by GDPR and "business" as defined by CCPA, as applicable. i IT IS THEREFORE THE CUSTOMER'S RESPONSIBILITY AND DUTY TO INFORM ANY REPRESENTATIVE, AFFILIATE, EMPLOYEE, CONTRACTOR, DRIVER, PASSENGER, FAMILY MEMBER, OR ANOTHER INDIVIDUAL MAKING USE OF THE SOLUTION OR BEING PHOTOGRAPHED BY A DEVICE ("Person") OF THE EXISTENCE OF THE DEVICE, THE NATURE OF THE SOLUTION AND THE VIDEOS AND DATA COLLECTED BY THE SOLUTION, AND HIS/HER RIGHTS AND OBLIGATIONS ACCORDING TO ANY APPLICABLE LAW AND REGULATION, such as the identity and contact details of the Customer as the Controller; the purposes of the processing of personal data on the Solution; the legal basis or bases for such processing; the legitimate interests pursued by the Customer or the Customer's organization; the recipients of personal data within and outside the Customer's organization ("Recipients"); the potential transfer of personal data to third countries by the Customer or the Company (as described in the Privacy Policy); the period for which the data will be stored; the existence of any privacy rights and their exercise by demand from, and/or in collaboration with, the Customer as the Controller; whether the use of the Device and/or the provision of personal data is a statutory or contractual requirement, or a requirement necessary to enter into a contract, as well as whether the Person is obliged to use the Device and/or provide the personal data and of the possible consequences of failure to provide such data; and/or the Person's rights according to any applicable privacy law, employment law, or other law, with respect to the use of the Solution and the personal data it may collect. iii. WHEREVER AN EXPLICIT CONSENT OF A PERSON IS REQUIRED FOR THE CUSTOMER'S USE OF THE SOLUTION ACCORDING TO ANY APPLICABLE LAW, IT IS THE CUSTOMER'S RESPONSIBILITY TO ATTAIN SUCH CONSENT FROM THE PERSON, IN THE FORM AND TO THE EXTENT REQUIRED. In the event that any Person withdraws consent to processing of their personal data, and the Person's consent is required to process its personal data, then the Customer shall immediately withdraw such Person's access to any vehicle where a Device is installed, restrict such Person's access to the Solution, and inform the Company without delay if its assistance is needed in restricting the processing of the Person's personal data. � IF YOU ARE AN EMPLOYER AND MAKE USE OF THE DEVICES AND SOLUTION WITH RESPECT TO YOUR EMPLOYEES OR CONTRACTORS, YOU REPRESENT THAT YOU HAVE VERIFIED, AND COMPLY WITH, ALL YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH USE ACCORDING TO ANY APPLICABLE LOCAL OR FEDERAL LAW AND GUIDELINE, INCLUDING LABOR LAWS, PRIVACY LAWS, AND VIDEO-RELATED REGULATIONS. THE CUSTOMER SHALL ALSO TAKE CARE OF THE EXERCISE AND EXECUTION OF ANY PERSON'S RIGHT OR REQUEST WITH RESPECT TO HIS OR HER PRIVACY AND PERSONAL DATA, to the extent applicable, including but not limited to: the Right of Access to his/her personal data processed on the Solution or the Customer; the Right to Rectification of inaccurate or incomplete personal data; the Right to Erasure of his/her personal data (Right to be Forgotten); the Right to Restriction of Processing for a certain period or under certain conditions; the Right to Data Portability of your personal data to another Data Controller in a structured format; the Right to Object the processing of his/her personal data, and specifically, for direct marketing purposes; the Right Not To Be Subject to a Decision Based Solely on Automated Decision-Making. As a Customer, you commit to the Company and to any Person using the Solution that you will not be making any decision, especially with legal effect on a Person, based solely on automated decision-making with respect to data processed on the Solution, and that you will use careful, human judgment in making any such decision; the Right to File a Complaint with the applicable data protection authority. vi. The Company will enable the Customer to respond to personal data requests to exercise rights under the applicable law. To the extent that the Customer as the Controller does not have the ability to address a request, then upon the Customer's request the Company shall provide reasonable assistance to the Customer to facilitate such request to the extent possible and required by applicable law. The Customer shall reimburse the Company for the costs arising from providing this assistance. The Company processes any personal data that you as the Customer, including any Person using the Solution on your behalf, provides through the Devices and Solution, according to your instructions, as described below (under Personal Data Processing). The Company may also collect, use and retain data other than personal data, including without limitation aggregated and de-identified data, from the Device or the Solution for its own business purposes, including sale of same. The Company and the Solution allow the paying Customer to manage and control all Customer Data on the Solution and fulfill the rights of other Persons on the Customer Account. If you got your Device from a Customer and have any request, please contact first the Customer you got the Device from. If you're a paying Customer, and have any issue with respect to your privacy or personal data, or your capabilities as a Controller for any Person, please contact privacy@lytx.com. Data Processing The Parties acknowledge and agree that Customer is the Controller of personal data of any Person and the Company is the processor of that data. The purposes of the processing of personal data are determined solely by the Customer as Controller. The processing activities shall include, without limitation, the delivery of the Solution (as configured by Customer) as well as the aggregation and/or de-identification of personal data. The Company will process personal data collected from the Customer's Devices and the Solution's interfaces, which the Customer has provided, whether directly or through another Person on its behalf. The Company shall collect, process and use personal data only within the scope of Customer's instructions as the Controller. The Customer shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of personal data to the Company as processor and the processing of personal data. This Agreement is Customer's complete and final instruction to the Company in relation to personal data. Additional instructions would require prior written agreement between the Parties. Customer shall inform the Company as processor without delay about any errors or irregularities related to the processing of personal data. The Customer takes appropriate technical and organizational measures to adequately protect personal data on the Device(s) against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. The Company takes the appropriate technical and organizational measures to adequately protect personal data on the Solution online against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. The Customer will notify the Company without delay of any loss or theft of a Device, and take any necessary actions as the Controller for the data on such Device. The Company will notify the Customer without undue delay after it becomes aware of any personal data breach on the Solution. At the Customer's request, the Company will provide the Customer as Controller with reasonable assistance necessary to enable the Controller to notify relevant personal data breaches to competent authorities, if the Customer is required to do so under the applicable law. Sharing of videos and other personal data �. The Solution enables the Customer to give access to live video streams from connected Devices, and to share links to view stored videos and/or other Device and driving data, such as speeding, violent turns, sudden stops, and other driving events ("Shared Data"). Such Shared Data may include personal data of the driver, passengers, and other people outside the vehicle. ii. As a Customer, you will pay careful consideration when sending Shared Data to any third party within or outside your organization ("Recipient(s)"). Consider the privacy of any Person whose personal data is part of the Shared Data, his or her rights, and your obligations as the Controller. Consider carefully your legal basis and legitimate interest in such sharing of information. Ensure the Recipients also take appropriate technical and organizational measures to adequately protect personal data, especially against unauthorized disclosure of, or access to, personal data. Please make use of the controls the Solution allows to limit the access to Shared Data, for example by time or amount of views. ii� As a Recipient, by accessing any Shared Data, you might be subject to certain obligations pursuant to applicable privacy laws. You're responsible for any action you take with respect to such Shared Data. Consider carefully the privacy of any Person whose personal data is part of the Shared Data, his or her rights, and your obligations as a Recipient of such data. Limit distribution and usage of Shared Data to the minimum needed to fulfill your duties, legal basis, or legitimate interest in accessing and processing Shared Data. Any obligation of a Customer according to this Agreement, will apply, with due changes, to you as a Recipient. If you do not agree to this Agreement and its terms, do not access the Shared Data. ' Children — Surfsight is a technology platform for driving safety and documentation, and is not intended for children. We do not knowingly collect or process information about children. If any videos of children, in or outside the vehicle, are captured by your Devices, you certify that you are the parent and/or legal guardian of such children, and/or have another strong legal justification for the processing, and you provide your consent for any processing of such children's data as part of the normal operations of the Solution. Surfsight is intended to be used with significant parental involvement and approval, and with the children/Drivers' awareness. The Company reserves the right to delete or prevent further processing of any videos containing personal data of children on its sole discretion to comply with any law or to protect children's rights or its legal interests, and the Customer agrees to any such action by the Company. Other processors — the Company uses additional processors around the world for various processing activities needed for the performance of the Solution, our Websites, our other products and services, our operations, and our business, and shares information with such processors on a need basis. Without derogating from the generality of the above, such processors include hosting and backup providers, analytics providers, website technology, advertising technology, telecommunication services, media transmission services, security technology, and more. The company shares information with each processor based on the business need in using such processor, to protect personal data while still effectively benefiting from the services of such processor. The Company takes appropriate safeguards in the selection of its processing vendors around the world to require that Customer Data is well protected. It may be the case that a country where your Customer Data is processed has different, or less protective, data protection and privacy regulation than in your country, and you agree to such data transfers and processing by the other processors selected by the Company. F. Transfer of Personal Data of European Economic Areas and UK Data Subjects. To the extent Customer transfers personal data, as defined by the GDPR, from a member state of the European Economic Area or the United Kingdom to Company, the parties agree the terms of the Data Processinq Aqreement and the Standard Contractual Clauses for the Transfer of Personal Data to Processors Established in Third Countries (Controller to Processor), issued by the European Commission's Decision 2010/87/EU, are incorporated by reference and shall be utilized to facilitate such transfer. Data and Retention. The duration and period of processing of Customer Data by the Company will be the term of this Agreement, or such longer period as authorized hereunder. Es During the term of this Agreement, the Company will (i) retain the video and event data of the Customer uploaded to the Solution for a period of 30 days from upload, after which the Company will remove this data from the Customer Account automatically unless the Customer has elected an alternative data retention period offered by the Company, and, (ii) in its own discretion, choose whether to maintain any such Customer Data on the Platform for the Company's use provided such use does not enable the identification of a natural person. Within the aforementioned data retention period, Customers, as Controllers, can backup Customer Data from the Solution to other systems of their choosing, delete personal data from their Account, remove Devices from the Solution, or delete their entire Account altogether. Customer's actions on the Solution may result in the deletion, de-identification or anonymization of all data related to the Device on the Solution (excluding any data stored on the physical Device and its memory card, which may require manual deletion by the Customer) or the Customer Account, respectively. � Following the termination of this Agreement, and unless instructed otherwise in advance by the Customer, all personal data stored on the Customer's Account will be deleted or used in an anonymized way that does not enable the identification of a natural person, unless there is a legal reason or legitimate interest of the Company to retain any data. If the Company is unable to delete personal data for technical or other reasons, the Company will apply measures to ensure that identifiable personal data is not further processed. � Customer will be solely responsible for the consequences of such agreed deletion or anonymized use of personal data. Any additional cost arising in connection with the deletion or transfer of personal data to the Customer related to the termination of the Agreement shall be borne by the Customer. E. The Company may keep the personal data of the paying Customer and its representatives also following the term of this Agreement, for any legitimate business or legal purpose (e.g. business record retention requirements), including all purposes stated in our Privacy Policy. Customer Data." As between the Company and Customer, Customer shall own its Customer Data. Customer Data does not, however, include Device technical information (such as Device identifiers, status information, and other technical information that is routinely uploaded) or insights and other information, data or content (such as locations of road signs and traffic signals) that has been calculated, processed, or derived from Customer Data, including, without limitation, through the use of algorithms, all of which are owned by the Company and may be shared and retained for its own business purposes. G. C�tomer hereby grants Company th whether stored within the Solution, or on the Device, (i) for the provision of services as specified in this Agreement, including, without limitation, monitoring, research, development, improvement and expansion of such services, and (ii) except with respect to personal data elements, for any other lawful purpose (which shall survive termination or expiration of this Agreement). H. The Company may use any usage, statistical, derived, inferred, or anonymized data from Customer's Accounts and Devices, whether active or inactive, during the term of this Agreement or following its termination. You will have no claim against the Company for any such use. 8. Warranties. You represent that you have the power and authorization to contract with the Company on behalf of your organization according to the terms of this Agreement. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law. y. Intellectual Property Rights. The Solution is not for sale and is the Company's sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Solution and the Company's proprietary software embedded on the Device, and any and all improvements and derivative works thereof are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Solution other than a limited right to use the Solution in accordance with the terms and conditions of this Agreement. Nothing herein constitutes a waiver of the Company's intellectual property rights under any law. If Company receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Solution (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company's Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Company without all intellectual property rights it has in such Feedback and waives any and all rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by the Company at its sole discretion, and that the Company in no way shall be obliged to make use of any kind of the Feedback or part thereof. 10. Limited Warranties.The Company represents and warrants that, under normal authorized use, the Solution shall substantially perform in conformance with its documentation. As Customer's sole and exclusive remedy and the Company's sole liability for breach of this warranty, the Company shall use commercially reasonable efforts to repair the Solution, in accordance with the Service Level Agreement between the Parties (if any). The warranty set forth shall not apply if the failure of the Solution results from or is otherwise attributable to: (i) repair, maintenance or modification of the Solution by persons other than the Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Solution; (iii) use of the Solution other than in accordance with the Solution's documentation; (iv) Customer's failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Solution with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOLUTION IS PROVIDED ON AN "AS IS" BASIS. THE LIMITED EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY; AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, COMPANY AND ITS LICENSORS, SUPPLIERS, SUBCONTRACTORS, AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY AND ITS LICENSORS, SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS MAKE NO WARRANTY THAT THE SOLUTION WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PRODUCTS PROVIDED BY THIRD PARTIES, THAT THE OPERATION OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL DEFECTS IN THE SOLUTION OR DEVICE CAN BE CORRECTED, OR THAT ANY SPECIFIC RESULT OR OUTCOME WILL BE ACHIEVED BY UTILIZING THE SOLUTION. FURTHER, NEITHER COMPANY, IT'S LICENSORS, SUPPLIERS, SUBCONTRACTORS, DISTRIBUTORS NOR RESELLERS MAKE ANY WARRANTY THAT ACCESS TO THE SOLUTION OR ASSOCIATED NETWORK COVERAGE (E.G. WIRELESS NETWORK COVERAGE) WILL BE CONTINUOUS OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DEVICE AND ASSOCIATED SOLUTION ARE A DRIVER AID ONLY. THEY ARE NOT A SUBSTITUTE FOR A SAFE, CONSCIENTIOUS DRIVER. THEY CANNOT COMPENSATE FOR A DRIVER THAT IS DISTRACTED, INATTENTIVE OR IMPAIRED BY FATIGUE, DRUGS OR ALCOHOL. WHETHER THE DEVICE IS IN USE OR NOT, THE DRIVER IS RESPONSIBLE TO AVOID A COLLISION. CUSTOMER'S DRIVERS SHOULD NEVER WAIT FOR THE DEVICE TO PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT. FAILURE TO DO SO CAN RESULT IN SERIOUS PERSONAL INJURY OR DEATH OR SEVERE PROPERTY DAMAGE, AND COMPANY DISCLAIMS ANY AND ALL LIABILITY RELATING TO ANY SUCH ACTIONS. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD COMPANY AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES HARMLESS FROM ALL DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) RELATING TO THE ACTION OR INACTION OF CUSTOMER'S DRIVERS. Cellular Connectivity. COMPANY'S ABILITY TO PROVIDE THE SOLUTION IS SUBJECT TO AVAILABILITY OF CELLULAR CONNECTIVITY TO THE DEVICE. CUSTOMER ACKNOWLEDGES THAT SOLUTION IS MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF THE NETWORKS AND COMPANY'S SERVICE AREA. SERVICE MAY BE TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF: (A) FACILITIES LIMITATIONS; (B) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC, TERRAIN, OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, WEAK BATTERIES, SYSTEM OVERCAPACITY, MOVEMENT OUTSIDE A SERVICE AREA OR GAPS IN COVERAGE IN A SERVICE AREA AND OTHER CAUSES REASONABLY OUTSIDE OF CARRIER'S CONTROL SUCH AS, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR DISRUPT SERVICE; OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF THE SOLUTION. CARRIER PARTNER NETWORKS ARE MADE AVAILABLE AS-IS AND CARRIER AND COMPANY MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE AVAILABILITY OR QUALITY OF ROAMING SERVICE PROVIDED BY CARRIER PARTNERS, AND NEITHER CARRIER NOR COMPANY WILL BE LIABLE IN ANY CAPACITY FOR ANY ERRORS, OUTAGES, OR FAILURES OF CARRIER PARTNER NETWORKS. IF CELLULAR CONNECTIVITY IS INCLUDED WITH CUSTOMER'S SUBSCRIPTION TO THE SOLUTION, CUSTOMER UNDERSTANDS AND AGREES THAT IT: (a) HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS SERVICE CARRIER, (b) IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN COMPANY AND THE UNDERLYING CARRIER, (c) THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, (d) THAT DATA TRANSMISSIONS MAY BE DELAYED, DELETED OR NOT DELIVERED, (e) THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SOLUTION OR THE DEVICE. Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SOLUTION OR THE DEVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SOLUTION, THE DEVICE, YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES FROM THE SOLUTION OR RESULTS THAT ARE OBTAINED FROM USE OF THE SOLUTION (E.G., DATA, INFORMATION, LOCATION, DRIVING BEHAVIOR, SPEEDING, CRASHES, ETC.); (II) PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SOLUTION; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOLUTION; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SOLUTION BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SOLUTION; (VII) DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY CUSTOMER, PERSON, OR THIRD PARTY; AND/OR (VIII) ANY ACTION OR INACTION OF THIRD PARTIES. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM, OR $1,000, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. �`� Indemnification. You agree to defend, indemnify and hold harmless the Company, its affiliates, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Solution; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any privacy rights, employment and labor rights, copyright, or property right. Without derogating from or excusing your obligations under this Section, we reserve the right (at your expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval. 1ti Term and Termination. This Agreement is effective during the term specified under the Reseller Order, unless terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Solution; and/or (ii) terminate this Agreement and your use of the Solution with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Solution in any way, your only recourse is to immediately discontinue use of the Solution. Upon termination of this Agreement, you shall cease all use of the Solution. This Section and the Sections regarding Privacy, Data and Retention, Warranties, Intellectual Property Rights, Limited Warranties, Limitation of Liability, Indemnification, and Miscellaneous shall survive termination of this Agreement. 1: Updates. Company may update this Agreement from time to time and such updates will be posted to this URL. Customer represents and warrants that any Permitted User with "administrator" Account permissions have the necessary authority to agree, on behalf of Customer, to any updates to this Agreement. 1 E Force Majeure. Neither party shall be liable under this Agreement because of any failure or delay in the perFormance of its obligations (except for payment of money) on account of strikes, shortages, riots, fire, flood, storm, earthquake, acts of God, hostilities, pandemics, outbreak, governmental regulations or actions, or any other cause beyond its reasonable control. 1� Miscellaneous. This Agreement, including any documents referred herein, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer but may be assigned by Company without restriction or notification. This Agreement shall be governed by and construed under the laws of the State of Delaware, United States of America, without reference to principles and laws relating to the conflict of laws. The U.N. Convention on the International Sale of Goods shall not apply. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. The Company will not be liable for any delay or failure to provide the Solution resulting from circumstances or causes beyond the reasonable control of the Company. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. If you wish to report any privacy violation, or have another question or request with respect to this Agreement, you can contact us at: privacy@lytx.com. • LOGIN • SUPPORT Menu • LOGIN • SUPPORT • HOME • PRODUCT • BENEFITS • GEOTAB RESELLERS Menu • HOME • PRODUCT • BENEFITS • GEOTAB RESELLERS • ABOUT • CAREER • CONTACT • PRIVACY Menu • ABOUT • CAREER • CONTACT • PRIVACY Linkedin-in Facebook-f City of Fort Worth, Mayor and Texas Council Communication DATE: 03/23/21 M&C FILE NUMBER: M&C 21-0199 LOG NAME: 13P21-0049 AVL & DRIVER PERFORMANCE MONITORING CC PMD SUBJECT (ALL) Authorize Execution of a Three Year Agreement for Automatic Vehicle Locator and Driver Performance Monitoring Services with EnVue Telematics LLC, in an Annual Amount Up to $700,000.00 for the Property Management Department and Authorize an Additional Two Year Renewal Option for the Same Annual Amount RECOMMENDATION: It is recommended that the City Council authorize execution of a three year agreement for authomatic vehicle locator and driver perFormance monitoring servies with EnVue Telematics LLC, in an annual amount up to $700,000.00 for the Property Management Department and authorize an additional two year renewal option for the same annual amount. DISCUSSION: The Property Management Department approached the Purchasing Division to procure an agreement for a comprehensive vehicle tracking solution that would include automatic vehicle locator (AVL) and driver performance monitoring services. The services will consist of a video-based risk management and safety training program. The program will provide irrefutable evidence of activities before and after incidents via the monitoring system's event recorder. The goal of this program is to improve driver training, performance and safety while reducing the number of driver-caused collisions. This contract will also allow the City to extend the program to additional vehicles in future years. In order to procure these services, staff issued a request for proposals (RFP). The RFP consisted of detailed specifications regarding the system requirements and qualifications. The RFP was advertised in the Fort Worth Star-Telegram on January 27, 2021, February 3, 2021, February 10, 2021, February 17, 2021 and February 24, 2021. The City received 13 proposals. Proposals were evaluated on best value criteria including the proposer's concept and proposed solution, functional requirements, experience, comprehensive proposal response and any added value beyond the requirements. Staff from the Code, Water and Property Management Departments evaluated the proposals submitted and recommend awarding a three-year agreement to EnVue Telematics LLC with an additional two year renewal option. No guarantee was made that a specific amount of these services will be purchased. The amount for the Property Management Department's annual requirements is up to $700,000.00 to ensure that spending authority for services is available throughout the agreement term. Office of Business Diversity - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the OBD, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. In addition, an administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. Upon City Council approval, this agreement shall begin upon execution. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Fleet & Equipment Sery Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Property Management Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office bk Jay Chapa 5804 Dana Burghdoff 8018 Originating Business Unit Head: Reginald Zeno 8517 Steve Cooke 5134 Additional Information Contact: Cynthia Garcia 8525 Cristina Camarillo 8355 Expedited City of Fort Worth, Mayor and Texas Council Communication DATE: 03/23/21 M&C FILE NUMBER: M&C 21-0199 LOG NAME: 13P21-0049 AVL & DRIVER PERFORMANCE MONITORING CC PMD SUBJECT (ALL) Authorize Execution of a Three Year Agreement for Automatic Vehicle Locator and Driver Performance Monitoring Services with EnVue Telematics LLC, in an Annual Amount Up to $700,000.00 for the Property Management Department and Authorize an Additional Two Year Renewal Option for the Same Annual Amount RECOMMENDATION: It is recommended that the City Council authorize execution of a three year agreement for authomatic vehicle locator and driver perFormance monitoring servies with EnVue Telematics LLC, in an annual amount up to $700,000.00 for the Property Management Department and authorize an additional two year renewal option for the same annual amount. DISCUSSION: The Property Management Department approached the Purchasing Division to procure an agreement for a comprehensive vehicle tracking solution that would include automatic vehicle locator (AVL) and driver performance monitoring services. The services will consist of a video-based risk management and safety training program. The program will provide irrefutable evidence of activities before and after incidents via the monitoring system's event recorder. The goal of this program is to improve driver training, performance and safety while reducing the number of driver-caused collisions. This contract will also allow the City to extend the program to additional vehicles in future years. In order to procure these services, staff issued a request for proposals (RFP). The RFP consisted of detailed specifications regarding the system requirements and qualifications. The RFP was advertised in the Fort Worth Star-Telegram on January 27, 2021, February 3, 2021, February 10, 2021, February 17, 2021 and February 24, 2021. The City received 13 proposals. Proposals were evaluated on best value criteria including the proposer's concept and proposed solution, functional requirements, experience, comprehensive proposal response and any added value beyond the requirements. Staff from the Code, Water and Property Management Departments evaluated the proposals submitted and recommend awarding a three-year agreement to EnVue Telematics LLC with an additional two year renewal option. No guarantee was made that a specific amount of these services will be purchased. The amount for the Property Management Department's annual requirements is up to $700,000.00 to ensure that spending authority for services is available throughout the agreement term. Office of Business Diversity - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the OBD, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. In addition, an administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. Upon City Council approval, this agreement shall begin upon execution. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Fleet & Equipment Sery Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Property Management Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office bk Jay Chapa 5804 Dana Burghdoff 8018 Originating Business Unit Head: Reginald Zeno 8517 Steve Cooke 5134 Additional Information Contact: Cynthia Garcia 8525 Cristina Camarillo 8355 Expedited