HomeMy WebLinkAboutContract 47637 CITY StECRETAW
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FORTWORTH.')
MASTER SALES AGREEMENT
(SmartDiiveSystems,Inc.)
This MASTER SALES AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH (the "City" or "Customer"), a Texas home-rule municipal corporation, and
SMARTDRIVE SYSTEMS,INC. ("Consultant"or"SmartDrive"),a Delaware Corporation. City and Consultant
are each individually referred to herein as a"parry"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement of Work plus any amendments to the Statement of Work
3. Exhibit B—Service Levels and Support Services
4. Exhibit C—Payment Schedule or Cost
5. Exhibit D—Signature Verification Form
6. Exhibit E—Data Retention Policy
7. Exhibit F—Warranty
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event
of any conflict between the documents, the terms and conditions of this Master Sales Agreement shall control. The
term "Consultant" or"Contractor" shall include the Consultant or Contractor, and its officers, agents, employees,
representatives,servants,contractors or subcontractors.The term"City"shall include its officers,employees, agents,
and representatives. If there is any conflict between this Agreement and any exhibits,the terms and conditions of this
Agreement shall control.
1. DEFINITIONS
• "Deployment"means the date when installation is completed at a deployment location and Equipment has
been installed in vehicles at that deployment location.
• "End User"means an individual who (a) is an employee of or consultant to City, and(b) is authorized by
City to remotely access City's account on the SmartDrive Web Portal.
• "Equipment" means hardware and related in vehicle devices identified in the Agreement and/or Order,
including Gateway Equipment if included in the Agreement or Order. SmartRecorder Equipment consists of a
SmartRecorder Camera,Vehicle Interface Device,Keypad,and may include a Mobile Wireless Device if specified in
the Agreement and/or Order.
• "Event" means an incident of damage to a vehicle, person or other property, including but not limited to
collisions in which a vehicle impacts some object,and non-collisions in which a vehicle may not impact an object but
still sustains damage such as a rollover,fire,or jackknife.
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Professional Services Agreement ,
• "Gateway Equipment"means the hardware related to site WIFI network access and the site based computer
monitoring system which is also known as the DFG hardware and all related antennas, access points and other
peripherals.
• "Order"means a written request from City delivered to Consultant describing the quantity and type of Service
to be purchased by City,as confirmed in writing by Consultant.
• "Service"means Consultant's provision to City of the SmartDrive Vehicular System,including the services
set forth in Exhibit"A".
• "SmartDrive Analytic Data"means all statistics, scores,reports or other analyses created by Consultant.
"SmartDrive Vehicular System" means Consultant's proprietary system, including the Equipment and all
software provided by Consultant,for capturing and storing videos of driving events and other vehicle information and
transmitting such information to Consultant's facilities,as well as all accompanying software and documentation.
• "SmartDrive Web Portal" means the Consultant website through which City accesses the videos, data and
reports provided by Consultant.
• "SVS Data"means all data,excluding SVS Videos,collected by SmartDrive Vehicular Systems installed on
City's vehicles.
• "SVS Video(s)" means all electronic files containing audiovisual data collected by SmartDrive Vehicular
Systems installed on City's vehicles.
2. Grant of License
Subject to the terms and conditions of this Agreement, Consultant grants City a non-exclusive,non-
transferable,non-sublicenseable restricted license to use the SmartDrive Vehicular System and SmartDrive Web
Portal strictly for City's internal business purposes.
3. Scope of Services,Ownership,Risk of Loss
3.1 Consultant will provide City with the SmartDrive Vehicular System,installation,training, SinartDrive Analytic
Data, and access to the SmartDrive Web Portal in the quantities,manner and at the fees specified in an Order and the
Agreement. Services provided are subject to the Data Retention Policy, as defined in Section 6.3 below. The Service
shall cover only the number of City vehicles at each deployment location. Consultant will use City's driver information,
to be provided by City,including name,photograph and vehicle assignment,for the purpose of identifying City's drivers
during analysis of any SVS Videos and SVS Data. Consultant will control the manner and means by which it performs
the Service. Consultant may utilize third parties in the performance of the Services. Only Consultant may repair,modify
and/or service the SmartDrive Vehicular System. City shall reasonably protect Consultant's hardware, software and the
Equipment from any undue harm or damage from employees, contractors,or agents of City,including using physical and
data security procedures pursuant to the City's policies,rules,and regulations as stated in the City of Fort Worth Personnel
Rules and Regulations and applicable Administrative Regulations to limit access thereto. During the term of the
Agreement, City may download and store SVS Video from the SmartDrive Web Portal free of charge provided that such
SVS Video has not been deleted or purged in accordance with the Data Retention Policy.
3.2 SmartRecorder Equipment Ownership. Consultant will provide City the Equipment and Services at the fees
specified herein. Subject to the proprietary and intellectual property ownership rights set forth in the Agreement, City
shall at all times retain all title to and ownership of the Equipment.
3.3 SmartRecorder Equipment Risk of Loss. City assumes the entire risk of loss,damages,theft or destruction upon
receipt of the Equipment by the City,including when the Equipment is on City's premises or in the possession or control
of City or City's employees, contractors or agents. If the Equipment is lost, damaged, stolen, or destroyed, City will
purchase replacement Equipment directly from Consultant at the price set forth in Exhibit"C".
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4. Term and Termination.
This Agreement shall commence upon last date executed by both parties("Effective Date")and shall expire
March 22, 2019 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement or
otherwise extended by the parties. This Agreement may be renewed for two additional one-year terms at the City's
sole option, each a"Renewal Term". The City shall provide Consultant with written notice of its intent to renew at
least thirty (30) days prior to the end of each term. After the Initial Term, Consultant may change its pricing as set
forth in Exhibit"C"for any Renewal Term by giving written notice of such revised pricing or other terms at any time
up to forty-five(45)days prior to the effective date of the applicable Renewal Term.
5. Compensation.
5.1 Deployment. In consideration for the Service, City shall pay Consultant all fees and charges in accordance
with the Agreement.Purchase orders issued from City to Consultant shall be considered Orders hereunder and shall
be solely subject to the terms and conditions of this Agreement; additional or conflicting terms and conditions
attached to any such Order shall be considered null and void. The Equipment and Service shall be deployed to the
locations identified by the City prior to shipment of the Equipment. Both Parties agree to complete the Equipment
installation at a deployment location within three(3)months from the Effective Date.
5.2 Invoicing and Payment. Consultant will invoice City for the Service in accordance with the terms of the
Agreement. All fees and charges will be due and payable in US Dollars within thirty(30)days after the invoice date
unless otherwise specified in the Agreement. Any amounts payable by City to Consultant that remain unpaid after
the applicable due date will be subject to interest in accordance with the Prompt Payment Act, Section 2252.025 of
the Texas Government Code. City will provide immediate access to Consultant to remove any installed Equipment
which is not timely paid for under the Agreement. City will reimburse Consultant,to the extent allowed by law,for
reasonable attorneys'fees,expenses and costs incurred with collecting delinquent payments.
5.3 Invoicing Schedule. Consultant will invoice City for the Deployment Fees as follows: (i) SmartRecorder
Equipment upon shipment,(ii)installation and training as incurred, (iii)Subscription Service each month in advance
upon site activation.
5.4 Taxes. City shall provide Consultant a valid tax exemption certificate.
5.5 Not to Exceed. In addition to shipping, applicable taxes,maintenance service fees and no-show fees, City
shall pay Consultant an amount not to exceed:
(a)$522,000.00 in initial upfront Equipment costs;plus
(b) $20,700.00 per month in recurring Service subscription fees.
The foregoing amounts shall be due and payable in accordance with the provisions of this Agreement and
Exhibit "C," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Consultant
acknowledges this amount is not a guarantee of compensation payable to the Consultant rather it is a not to exceed
amount and such compensation shall be made pursuant to Exhibit"C." Consultant shall not perform any additional
services for the City not specified by this Agreement unless the City requests and approves in writing the additional
costs for such services, except that City shall be responsible for any no-show fees incurred relating to Consultant's
installation of Equipment in City vehicles. The City shall not be liable for any additional expenses of Consultant not
specified by this Agreement unless the City first approves such expenses in writing.
6. Ownership and Data Rights
6.1 SmartDrive Intellectual Property. Consultant and its licensors shall own all right,title, and interest to the
proprietary and intellectual property rights, including but not limited to all patent, copyright, trade secret, and
trademark rights,in and to the Service,the SmartDrive Vehicular System,the Smartl3rive Web Portal,the SmartDrive
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Analytic Data, as well as any and all corrections,bug fixes, enhancements, updates, or other modifications thereto,
including custom modifications,whether made by Consultant or any third parry.
6.2 SVS Videos. City shall own the SVS Videos and hereby grants Consultant a worldwide,irrevocable,royalty-
free,fully paid-up license to use the SVS Videos for purposes of performing Consultant's obligations under the Order,
including analyzing and scoring the SVS Videos,subject to the restrictions and exceptions set forth in Sections 8 and
28 below.
6.3 SVS Data.Consultant and its licensors shall own all proprietary rights,including but not limited to all patent,
copyright, trade secret, trademark and other proprietary rights, in and to all SVS Data, and hereby grants City a
worldwide, irrevocable, royalty-free,fully paid-up license to use, license,prepare derivative works from, distribute
and publish such SVS Data, subject to the restrictions and exceptions set forth in Sections 8 and 28 below. During
the term of the Agreement, City may download and store any SVS Video from the SmartDrive Web Portal free of
charge provided that such SVS Video has not been deleted or purged in accordance with Consultant's then current
data retention policy attached as Exhibit"E". ("Data Retention Policy").
7. Termination.
7.1 Termination by either Party. Either Party may terminate the Agreement upon written notice to the other
Party upon any of the following events: (i)the other Party has breached its representations,warranties, covenants or
obligations in the Agreement, and the breach remains uncured for at least(30)days following written notice of such
breach from the non-defaulting Party, or (ii) after the other Party ceases business operations, dissolves, becomes
insolvent, or is subject to any bankruptcy or similar legal process or proceeding,has a receiver appointed, makes an
assignment for the benefit of creditors,or similar actions are taken.
7.2 Termination by City. During the Initial Term,provided that the City is not in breach of its representations,
warranties,covenants or obligations in this Agreement,City may terminate this Agreement at any time,effective upon
sixty(60)days prior written notice to Consultant. During any Renewal Term,provided that the City is not in breach
of its representations,warranties, covenants or obligations in this Agreement, City may terminate this Agreement at
any time,effective upon sixty(60)days prior written notice to Consultant.
7.3 Effect of Termination. Expiration or termination of the Agreement (i) shall not relieve the Parties of any
obligation accruing prior to such expiration or termination, and(ii) shall immediately terminate the license grant set
forth in Section 2 of this Agreement,except as otherwise set forth in this Section 7.3. City's access to any data residing
on the SmartDrive Web Portal will cease on the effective date of expiration or termination of the Agreement. For a
period of thirty(30) days following the expiration or termination of the Agreement, City may request in writing an
electronic copy of any video data that has not been deleted or purged prior thereto in accordance with the Data
Retention Policy. Consultant shall deliver to City a copy of the requested video data on hard disk or other appropriate
electronic media. City shall pay Consultant a data duplication fee of$250 per hour for such data duplication services
plus the cost of materials and shipping(subject to a minimum$1,000 fee). In addition,for a period of thirty(30)days
following the expiration or termination of the Agreement, SmartDrive shall provide City continued access to the
SmartDrive Web Portal for the purpose of reviewing and downloading SVS Videos, SVS Data, and any other City
data that is otherwise available on the SmartDrive Web Portal("Post-Termination Access Period").The license to use
the SmartDrive Web Portal granted by Consultant to City in Section 2 hereof is hereby extended for the Post-
Termination Access Period. City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide the City with services requested by the City and in accordance
with this Agreement up to the effective date of termination. The City also shall pay Consultant for services actually
performed in accordance herewith prior to such termination, less such payments as have been previously made, in
accordance with a final statement submitted by Consultant documenting the performance of such work.
CONSULTANT SHALL NOT BE ENTITLED TO ANY LOST OR ANTICIPATED PROFITS SHOULD THE
CITY ELECT TO TERMINATE THIS AGREEMENT.
7.4 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder,the City will notify Consultant of such occurrence and this Agreement shall
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terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the
City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
7.5 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration
Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in accordance with this
Agreement up to the effective date of termination.
7.6 Survival. The Parties' rights and obligations under Sections 5, 6, 7, 8, 17, 19, 20, 21, 22, 23, 24, 25, 26,
27,28, 30 and 33 will survive the expiration or any termination of this Agreement.
8. Disclosure of Conflicts and Confidential Information.
8.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement.In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
8.2 Confidential Information. During the term of the Agreement and at all times after its expiration or
termination, each Party and its employees and agents agree not to disclose any Confidential Information (as
hereinafter defined)obtained from the other Party to any other person or entity. Each Party shall not sell, license,
publish,display,distribute,disclose or otherwise make available Confidential Information to any third party nor use
such information except as authorized by the Agreement. As used herein, "Confidential Information" means
information that is identified(orally or in writing)as confidential or of such a nature that a reasonable person would
understand such information to be confidential, including but not limited to (a) in the case of Consultant, (i) the
Service, including the SmartDrive Vehicular System, the SmartDrive Web Portal and all software and
documentation thereof, (ii)all exhibits to the Agreement, Orders,and all Consultant quotes and pricing terms, and
(iii) all statistics, scores, reports or other analyses created by Consultant,including SmartDrive Analytic Data; (b)
in the case of City, (i)all data that identifies City or its personnel,and(ii) City's loss data; and(c)with respect to
Consultant and City,all information concerning the business of a Party obtained by the other Party,including without
limitation financial information, business methods, processes and procedures, clients and customers, marketing
plans,and trade secrets. Notwithstanding any other provisions of the Agreement,Consultant has the right to disclose
(i)any SVS Videos with the prior written consent of City and(ii)SmartDrive Analytic Data and SVS Data provided
Consultant has taken commercially reasonable steps to prevent City's identity from being ascertained. In addition,
the receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency
as so required by such order,provided that the receiving Party shall first notify the disclosing Party of such order
and afford the disclosing Party the opportunity to seek a protective order relating to such disclosure.
Notwithstanding the foregoing,Consultant understands and agrees that the City is a public entity under the
laws of the-State of Texas,and as such,is subject to various public information laws and regulations,including,but
not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act").
Consultant acknowledges that,under the Act,the following information is subject to disclosure: 1)all documents
and data held by the City, including information obtained from the Consultant, and 2) information held by the
Consultant for or on behalf of City that relates to the transaction of City's business and to which City has a right of
access. If the City receives a request for any documents that may reveal any of the Consultant's proprietary
information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent
jurisdiction,the City shall notify Consultant prior to disclosure of such documents. The City shall not be liable or
responsible in any way for the disclosure of information not clearly marked as "Proprietary", "Confidential" or
"Trade Secret" or if disclosure is required by the Act or any other applicable law or court order. In the event there
is a request for such information,it will be the responsibility of Consultant to submit reasons objecting to disclosure,
and the City will cooperate fully with Consultant in any such objection. A determination on whether such reasons
are sufficient will not be decided by the City,but by the Office of the Attorney General of the State of Texas or by
a court of competent jurisdiction.
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8.3 Unauthorized Access. Consultant shall store and maintain City's Confidential Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all
commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized
disclosure.
9. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3)years after final payment under this
Agreement,have access to and the right to examine at reasonable times,but not more frequently than on an annual
basis, any directly pertinent books,documents,papers and records of the Consultant involving transactions relating
to this Agreement, provided that the City reasonably compensates Consultant for time and effort expended in
connection with any such audit. Consultant agrees that the City shall have access during normal working hours to
all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant not less than 10 days written
notice of any intended audits. City shall comply with all of Consultant's security and confidentiality procedures and
policies in connection with any such audit.
10. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all
rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in
accordance with the conditions and provisions of this Agreement,Consultant 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, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat
superior shall not apply as between the City,its officers,agents,servants and employees,and Consultant,its officers,
agents,employees, servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood
that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,agents,
servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants,
employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant
shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents,servants,employees or subcontractors.
11. LIABILITY AND INDEMNIFICATION.
11.1. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS
OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, OR USE, OR COST OF SUBSTITUTE
PROCUREMENT, INCURRED BY EITHER PARTY OR ANY THIRD-PARTY, WHETHER IN AN
ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. CONSULTANT'S
MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THE AGREEMENT SHALL NOT EXCEED
THE AMOUNTS ACTUALLY PAID BY CITY TO CONSULTANT UNDER THE AGREEMENT DURING
THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY.
CONSULTANT SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING ITS
OBLIGATIONS HEREUNDER IF SUCH FAILURE OR DELAY IS CAUSED IN WHOLE OR IN PART
BY CITY NOT FULLY COMPLYING WITH ITS OBLIGATIONS UNDER THE AGREEMENT,
APPLICABLE ORDER, AND/OR THESE TERMS AND CONDITIONS. THE PARTIES
ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND THE
ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE
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PARTIES, WITHOUT WHICH CONSULTANT WOULD NOT HAVE ENTERED INTO THE
AGREEMENT OR ORDER CONSULTANT'S PRICING REFLECTS THIS ALLOCATION OF RISK
AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
11.2. INDEMNIFICATION
11.2.1 BY CONSULTANT. CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND
ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO CONSULTANT'S BUSINESS,AND ANY RESULTING LOST PROFITS)PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT,SUBJECT TO SECTION 11.2.2 BELOW, ALL TO THE
EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY
CONSULTANT OR ANY CONSULTANT REPRESENTATIVE IN PERFORMING THE SERVICES OR
PROVIDING THE EQUIPMENT.
11.2.2 INTELLECTUAL PROPERTY. CONSULTANT SHALL DEFEND, INDEMNIFY, AND HOLD
HARMLESS CITY FROM AND AGAINST ANY THIRD PARTY CLAIMS, DEMANDS, CAUSES OF
ACTION, LOSSES,LIABILITY AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) BASED
UPON CLAIMS THAT THE SMARTDRIVE VEHICULAR SYSTEM OR THE SERVICE INFRINGE ANY
UNITED STATES COPYRIGHT OR PATENT ("IP CLAIM"). CONSULTANT SHALL HAVE NO
LIABILITY TO THE EXTENT THAT AN UP CLAIM RESULTED FROM OR ARISES OUT OF(I)CITY'S
OR ANY THIRD PARTY'S MODIFICATION OF THE EQUIPMENT, OR OTHER ASPECT OF THE
SERVICES, (II) CITY'S USE OF THE EQUIPMENT OR OTHER ASPECT OF THE SERVICE IN
COMBINATION WITH PRODUCTS NOT SUPPLIED BY CONSULTANT, PROVIDED THAT THE
CLAIM WOULD NOT HAVE ARISEN IN THE ABSENCE OF SUCH COMBINATION,OR(III)THE USE
OF THE EQUIPMENT OR OTHER ASPECT OF THE SERVICE BY CITY IN A MANNER NOT IN
ACCORDANCE WITH THE APPLICABLE DOCUMENTATION PROVIDED BY CONSULTANT. SO
LONG AS CONSULTANT BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR
ACTIONS AGAINST THE CITY PURSUANT TO THIS SECTION 11,CONSULTANT 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 REASONABLY COOPERATE WITH CONSULTANT 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 THIS 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, CONSULTANT SHALL FULLY PARTICIPATE AND COOPERATE WITH THE CITY IN
DEFENSE OF SUCH CLAIM OR ACTION AT THE CITY'S EXPENSE. CITY AGREES TO GIVE
CONSULTANT TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION,TOGETHER WITH
COPIES OF ALL MATERIALS CITY MAY RECEIVE RELATING THERETO. IN THE EVENT OF A
FINAL, NONAPPEALABLE RULING OR JUDGMENT FINDING THAT THE SMARTDRIVE
VEHICULAR SYSTEM, OR ANY PART THEREOF,INFRINGES ANY UNITED STATES COPYRIGHT
OR PATENT„ AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR,IF AS A RESULT OF A
SETTLEMENT OR COMPROMISE, THE CITY'S USE THEREOF IS MATERIALLY ADVERSELY
RESTRICTED, CONSULTANT SHALL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY,
EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SMARTDRIVE
VEHICULAR SYSTEM; OR (B) MODIFY THE SMARTDRIVE VEHICULAR SYSTEM TO MAKE
THEMIIT NON-INFRINGING,PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY
ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE EQUIPMENT OR SOFTWARE; OR (C)
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REPLACE THE EQUIPMENT OR SOFTWARE WITH EQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIVALENT NON-INFRINGING THE.EQUIPMENT OR SOFTWARE AT NO
ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS
COMMERCIALLY REASONABLY AVAILABLE TO CONSULTANT, THEN TO TERMINATE THIS
AGREEMENT,AND REFUND ALL AMOUNTS PAID TO CONSULTANT BY THE CITY FOR CAPITAL
SERVICES WHICH WERE NOT DELIVERED IN ACCORDANCE WITH THIS AGREEMENT
12. Assignment and Subcontracting.
Neither Parry may assign or otherwise transfer this Agreement to a third parry without the prior written consent
of the other Party; provided that Consultant may, without City's written consent,assign or transfer the Agreement in
connection with any sale of all or substantially all of Consultant's assets, stock or business to which this Agreement
relates (whether by merger, acquisition, change of control, reorganization or operation of law). Any purported
assignment,transfer,or delegation of this Agreement not expressly authorized by this Section 12 will be null and void.
Subject to the foregoing, the Agreement will be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns.
13. INSURANCE.
13.1 The Consultant shall carry the following insurance coverage:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4 million aggregate or
b. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage
in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include
coverage for personal and advertising injury.
c.Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement,including owned,non-owned,or hired vehicles,with a combined limit of not less than$1,000,000
per occurrence.
3. Professional Liability(Errors&Omissions)in the amount of$1,000,000 per claim and$1,000,000
aggregate limit.
4. Statutory Workers' Compensation and Employers'Liability Insurance requirements per the amount
required by statute.
5. Technology Liability(Errors&Omissions)
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than$1,000,000 per occurrence;$2,000,000 aggregate and Umbrella Coverage
in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include
coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not
covered by the primary Technology Liability policy.
(a) Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for intellectual
property infringement claims and for indemnification and legal defense of any claims of intellectual
property infringement, including infringement of patent, copyright, trade mark or trade secret,
brought against the City for use of Deliverables,Software or Services provided by Consultant under
this Agreement.
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Technology coverage may be provided through an endorsement to the Commercial General Liability(CGL)
policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after
primary coverage is exhausted.Either is acceptable if coverage meets all other requirements.Technology
coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole responsibility of the Consultant and may
not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a
retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be
maintained for the duration of the contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be
submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
General Insurance Requirements:
1. All applicable policies shall name the 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.
2. The workers'compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of the
City of Fort Worth.
3. A minimum of Thirty(30)days' notice of cancellation or reduction in limits of coverage shall be provided
to the City. Ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall
be sent by Consultant to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas
76102,with copies to the City Attorney at the same address.
4. 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.
5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered
to and approved by the City's Risk Management Division prior to execution of this Agreement.
14. Compliance with Laws,Ordinances,Rules and Regulations.
Consultant will comply with all laws and regulations applicable to services provided exclusively by
Consultant(which shall not include City's use of the Service).If the City notifies Consultant of any violation of such
laws and regulations,Consultant shall immediately desist from and correct the violation,provided that such violation
actually exists.
15. Non-Discrimination Covenant.
Consultant,for itself,its representatives,assigns,and successors in interest,as part of the consideration
herein,agrees that in the performance of Consultant'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.
16. Notices.
Whenever notice is required to be given under this Agreement,it shall be given in writing and shall be deemed
delivered (i)when transmitted, if transmitted via email or fax with receipt acknowledged, (ii)upon delivery, if sent
via overnight delivery service, (iii) five (5) days after mailing,if sent via certified or registered mail, return receipt
requested, postage prepaid, or (iv) when delivered, if hand-delivered. Notices shall be delivered to the addresses,
email addresses and fax numbers identified by the Parties below:
SmartDrive Systems, Inc. Page 9 of 20
Professional Services Agreement
TO THE CITY:
City of Fort Worth
Attn:Wayne Corum
4100 Columbus Trail
Fort Worth TX 76133
Facsimile: (817)392-5119
With Copy to the City Attorney at:
1000 Throckmorton
Fort Worth,TX 76102
TO CONSULTANT:
Name: SmartDrive Systems,Inc.
Attn:LEGAL
9450 Carroll Park Drive
San Diego, CA 92121
Facsimile: (858)638-1757
17. Solicitation of Employees.
Neither the City nor Consultant 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. This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
18. Governmental Powers.
It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of
its governmental powers.
19. No Waiver.
Waiver by either Party of any default or breach of the other Party will not constitute a waiver of any other
or subsequent default or breach.
20. Governing Law and Venue.
All matters arising out of or relating to this Agreement shall be governed by and construed in accordance
with the internal laws of the State of Texas.If any action,whether real or asserted, at law or in equity, is brought on
the basis of 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.
21. Severability.
If any provision of this Agreement is held to be illegal,invalid,or otherwise unenforceable, such provision
will be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of such
enforcement,will be deemed to be severed and deleted from this Agreement,as applicable,while the remainder will
continue in full force and effect.
22. Force Majeure.
A Party shall neither be held liable or responsible to the other Party,nor be deemed to have defaulted under
or breached this Agreement,for failure or delay in fulfilling or performing any obligation thereunder(other than an
SmartDrive Systems,Inc. Page 10 of 20
Professional Services Agreement
obligation for the payment of money)to the extent, and for so long as, such failure or delay is caused by or results
from causes beyond the reasonable control of such Party including,but not limited to,fire,floods, embargoes,war,
acts of war,riots,strikes,acts of God, or omissions or delays in acting by any governmental authority.
23. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of
this Agreement.
24. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed 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 hereto.
25. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in
a written instrument,and duly executed by an authorized representative of each parry.
26. Entirety of Agreement.
This Agreement and any exhibits, addendums and any subsequently agreed to exhibits and amendments
attached hereto, contain the entire understanding of the Parties with respect to the subject matter hereof. All express
or implied representations, agreements and understandings, either oral or written, heretofore made are expressly
superseded by this Agreement and any exhibits and addenda attached hereto.
27. 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 shall together constitute one and the same instrument. An executed
Agreement,modification,amendment,or separate signature page shall constitute a duplicate if it is transmitted through
electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid
and binding even if an original paper document bearing each parry's original signature is not delivered.
28. Warranty.
28.1 City. City represents and warrants that(a)it has the necessary right and authority to disclose and allow for
the recording of all data and information(including SVS Videos and SVS Data)disclosed, provided to,retrieved or
observed by Consultant hereunder;(b)City has reasonably complied with all applicable laws and regulations regarding
such disclosures and recordings; (c) all data and information (including SVS Videos and SVS Data) disclosed or
provided to Consultant by City hereunder will comply with all applicable laws, and will not infringe the copyright,
trade secret, privacy, publicity, or other rights of any third parry; and (d) City shall not disclose, license, publish,
disseminate,transfer,lease, or otherwise make available the SVS Videos or SVS Data unless City has all necessary
right and authority to take such action or in accordance with Section 8. City shall reasonably obtain all requisite
approvals and authorizations from its personnel for any purpose necessary in connection with the creation, display,
analysis and distribution of SVS Videos,including but not limited to use of such persons'images. City agrees that it
shall not directly or indirectly (i) modify, enhance, or alter the SmartDrive Vehicular System or SmartDrive Web
Portal,or prepare derivative works therefrom; (ii)decompile,decode,unlock,attempt to discover the source code of,
or otherwise reverse engineer,any Consultant product including but not limited to the SmartDrive Vehicular System
and the SmartDrive Web Portal;(iii)sell,transfer,assign, or convey any rights under the Agreement or any Order to
any third party, or(iv)assist,enable,or permit others to do any of the foregoing. At no time shall City use any SVS
Video, SVS Data,the SmartDrive Vehicular System or any Service related thereto to defame,harass, abuse,threaten
or defraud any person or entity.
SmartDrive Systems,Inc. Page 11 of 20
Professional Services Agreement
28.2 Consultant. Subject to the Warranty Disclaimer below, during the term of the Order, Consultant warrants to
City that the Service will be performed using commercially reasonable efforts conforming to generally accepted
industry standards. In the event of a breach of this warranty and timely notice thereof to Consultant during the term
of the Order, Consultant's sole liability and City's sole and exclusive remedy shall be the re-performance of the
unsatisfactory portion of the Service. Additionally, the Equipment shall be covered by the SmartRecorder 3 System
limited warranty attached as Exhibit"F".
28.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 28.2 ABOVE, CITY
AGREES AND ACKNOWLEDGES THAT ALL EQUIPMENT, SOFTWARE, SERVICES, AND/OR OTHER
MATERIALS PROVIDED HEREUNDER BY CONSULTANT TO CITY ARE PROVIDED ON AN "AS IS"
BASIS AND CONSULTANT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONSULTANT MAKES NO
WARRANTY THAT THE SERVICE WILL CAPTURE ALL EVENTS, THAT REMOTE ACCESS WILL BE
CONTINUOUS OR UNINTERRUPTED, THAT THE SMARTDRIVE WEB PORTAL WILL BE ERROR-FREE,
OR THAT ANY SPECIFIC RESULT OR OUTCOME WILL BE ACHIEVED BY UTILIZING THE SERVICE.
CITY ACKNOWLEDGES AND AGREES THAT CITY'S USE, ACCESS, DOWNLOADS, OR OTHER
EXPLOITATION OF SVS DATA AND/OR SVS VIDEOS THROUGH THE SMARTDRIVE WEB PORTAL ARE
AT CITY'S OWN DISCRETION AND RISK.
29. ImmiZration Nationality Act.
The City of Fort Worth actively supports the Immigration&Nationality Act(INA)which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the
identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall
complete the Employment Eligibility Verification Form(I-9), and maintain appropriate records thereof, for each of
its employees, in compliance with applicable law.
30. Informal Dispute Resolution and Arbitration.
30.1 Informal Dispute Resolution. Except in the event of termination pursuant to Section 7.4,in the event that any
dispute,claim,or controversy of any kind or nature relating to this Agreement arises between the parties,the parties agree
to meet and make a good faith effort to resolve the matter through this dispute resolution process.The disputing parry shall
notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state
the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of
the notice,both parties shall commence the resolution process and make a good faith effort, either through email,mail,
phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in
question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty
(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation
in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry
Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.
The mediator shall be agreed to by the parties.Each parry shall be liable for its own expenses,including attorney's fees;
however,the parties shall share equally in the costs of the mediation.If the parties elect mediation and cannot resolve the
dispute through such mediation,then either parry shall have the right to exercise any and all remedies available under law
regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with
this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and
obligations under this Agreement not affected by the dispute.Either parry may,before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or
preliminary injunction where such relief is necessary to protect its interests.This provision shall survive the termination of
this Agreement.
30.2 CONSULTANT AND CITY EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING BASED UPON,OR RELATED TO,THE SUBJECT MATTER OF THE
SmartDrive Systems,Inc. Page 12 of 20
Professional Services Agreement
AGREEMENT,IN ANY ACTION,PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES,WHETHER WITH RESPECT TO CONTRACT
CLAIMS,TORT CLAIMS,OR OTHERWISE. CONSULTANT AND CITY AGREE THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. THIS WAIVER IS
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS,RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE AGREEMENT.
The court adjudicating any dispute between the parties shall award attorneys' fees and costs as part of the award to the
prevailing Party. The court shall not have the authority to impose an award of punitive,exemplary or multiplied damages.
Notwithstanding the requirements of this Section 30, if the other Party has breached its obligations with respect to its
confidentiality obligations in Section 8.2 above, either Party may request injunctive and equitable relief, without posting
bond or other security, from a court of competent jurisdiction, and in such event the Parties consent to the exclusive
jurisdiction and venue of such courts.
31. Reporting Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section
43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that
performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and
includes all input,output,processing,storage,or communication facilities that are connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,installs, repairs,
or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance
services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant
to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall
immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of
the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by
Consultant to make the report required herein may result in criminal and/or civil penalties.
32. Signature Authority.
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(s) hereto, may be
executed by any authorized representative of Consultant whose name,title and signature is affixed on the Verification
of Signature Authority Form,which is attached hereto as Exhibit"D"and incorporate herein by reference.Each party
is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
33. Legal Proceedings. If, during the term of this Agreement or after the expiration or termination of
Consultant's services hereunder, City requests in writing for Consultant to participate,and Consultant agrees, in any
manner in legal or administrative proceedings involving the City as a party(including without limitation, deposition
testimony, testimony at trial, document production and/or responding to subpoenas), City shall, to the extent
permissible at law,compensate Consultant for time spent in preparation,travel,attendance and all work related thereto,
all at Consultant's then current hourly rates for the relevant personnel involved, plus reimburse Consultant's out of
pocket expenses in connection therewith. Such payments shall be made within 30 days of invoice.
SmartDrive Systems, Inc. Page 13 of 20
Professional Services Agreement
Signature Page to Follow
SmartDrive Systems,Inc. Page 14 of 20
Professional Services Agreement
Executed in multiples this the� day of �y�^ 20 h�
AGREED: AGREED:
CITY OF FORT WORTH: SMARTDRIVE SYSTEMS INC.:
By: �2" ''dl/ T By:
Jay Chapa Sha Swaney
Assistant City Manager V.P. of Finance
Date: 3��' .�'_l� ®�, F QR�. Date:coo
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ATTES ATTEST:
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By: °O0000o000o By:
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City Secret Title: S S a G/a s�
APPROVED AS TO FORM AND LEGALITY:
SPE.4
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G ' sermo(Will)S.Trevino APPROVED
Assistant City Attorney
CONTRAC�AUTHORIZATION: —VF
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Date Approved: 3 ^�
Form 1295 Certification No: D 5-9 O
SmartDrive Systems,Inc. Page 15 of 20
Professional Services Agreement
EXHIBIT A
STATEMENT OF WORK
STATEMENT OF SERVICES
1. Service. Consultant will provide City with the SmartDrive Vehicular System, installation, training,
SmartDrive Analytic Data, Support Services, and access to the SmartDrive Web Portal as set forth
herein. The Service shall cover only the number of vehicles of City for each deployment location. The
Service includes using SmartDrive's proprietary systems and software for the (i) collecting, recording,
and transmitting of SVS Videos and SVS Data to Consultant, and (ii) the storing, organizing and
processing of SVS Videos and SVS Data by Consultant (including receiving, viewing, identifying
specific risky driving behavior, annotating with comments assessing behavior as needed, and making
recommendations for coaching as needed). Consultant will use driver information provided by City for
the purpose of identifying City's drivers during analysis of any SVS Videos and SVS Data.
2. Analysis and Reports. Consultant will provide SVS Analytic Data to City via the SmartDrive Web
Portal or other means. Reports will 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. Consultant will process SVS Videos and SVS Data related to Events and
provide the results of its analysis to City in accordance with the service level(s) described in Exhibit`B".
3. Remote Access to City's Account(s). Consultant will 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 SmartDrive Web Portal by using their User IDs. Each such
End User shall agree to (by"clicking through"on-line or other suitable means determined by Consultant)
the SmartDrive Web Portal's then current privacy policy. City and Consultant will mutually agree on a
reasonable number of User IDs for City. Notwithstanding any other terms of the SmartDrive Web Portal
privacy policy, City agrees that User IDs shall be personal to each End User and shall not be shared by
more than one End User or disclosed to third parties.
4. Installation. Consultant will provide installation services as set forth in the Agreement subject to
City's compliance with its obligations as set forth in the Customer Obligations (see
https://secure.smartdrive.net/secure/Help.aspx), including but not limited to those regarding preparation
for installation.
5. Training. Consultant will provide training 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.
6. Support and Maintenance Services. During the term of an Agreement, Consultant will provide City the
Support Services for each Deployment Location set forth in such Agreement.
EXHIBIT B
SERVICE LEVELS AND SUPPORT SERVICES
EVENT PROCESSING TIME. If SVS Video and SVS Data related to an Event is successfully received by
Consultant by 5:00 PM US Pacific Time on a given day, Consultant will complete the processing of such SVS
Video and SVS Data and the posting thereof on the SmartDrive Web Portal by 5:00 PM US Pacific Time the
following calendar day. SVS Video and SVS Data is considered successfully received when it has been transmitted
by City via the network connection established between City and Consultant,and such SVS Video and SVS Data is
then stored on Consultant's server located at the assigned Consultant facility. In order for Consultant to achieve this
service level, City must fulfill its Customer Obligations (see https:Hsecure.smartdrive.net/secure/Help.aspx),
including that its drivers are properly identified using the dispatch or keypad methods.
SERVICE AVAILABILITY. Consultant warrants that the Service will be Operational,as defined in this Subsection,
ninety nine percent (99%) of the time in any calendar month, excluding down time due to: (i) scheduled
maintenance, (ii) City's or City's users acts or omissions or resulting from the user's own Internet Service Provider,
(iii) acts or omissions of unauthorized third parties, (iv) Force Majeure events (including, without limitation, a
distributed denial of service (DDoS) attack); (v) any systemic Internet failures; or (vi) any failure or deficiency in
the user's own hardware, software or network connection(each a"Contingency"). Scheduled maintenance shall not
exceed twelve(12)hours per month,and Consultant will make good faith efforts to schedule maintenance during the
hours of 9:00 PM and 5:00 AM US Pacific Time.
The term "Operational" means that (i) a particular SmartDrive Vehicular System is recording and able to transmit
recorded Events,and(ii)the SmartDrive Web Portal is accessible and functioning. In the event that Consultant fails
to provide 99% service availability within a calendar month, City must notify Consultant of such unavailability.
Consultant shall have qualified personnel respond promptly to a report of such unavailability and shall,to the extent
reasonably practical,work continuously to remedy such unavailability.
SECURITY. Consultant will use commercially reasonable efforts to prevent unauthorized access to restricted areas
of the SmartDrive Web Portal and any databases or other material generated from or used in conjunction with the
Service. In addition, Consultant will promptly take action to remedy any known security breaches or holes with
respect to the SmartDrive Web Portal in accordance with the terms of its then current terms of service. Consultant
uses SSL technology and certificate services for communicating potentially sensitive information over the Internet.
Data replication is over private connections. The database is not directly accessible by IP address from the public
Internet. Consultant employs industry standard network security techniques including firewalls, VLAN's and
NT/UNIX authentication protocols. Consultant reserves the right, in its sole discretion, to change or modify these
procedures at any time for commercially reasonable purposes, but at all times will maintain commercially
reasonable database security. City shall take all commercially reasonable security precautions to prevent
unauthorized or fraudulent use of the Consultant Services by City, City's employees, agents or any other third party.
1. SCOPE OF SUPPORT SERVICES. Support Services include: (a) repair and/or correction of Equipment
and parts; (b)replacement of malfunctioning Equipment; (c)Firmware Upgrades(as defined below); (d) SmartDrive
Web Portal Updates (as defined below); and (e) support for the SmartDrive Web Portal, in accordance with the
terms and conditions set forth below. Upon reasonable notice, Consultant reserves the right to modify the terms and
conditions of the Support Services, as long as any such modification will not substantially diminish the level of
Support Services that City is then currently receiving from Consultant.
2. UPGRADES AND UPDATES. For the purposes of remedying any errors, malfunctions or problems or
enhancing and improving the Equipment and Service, Consultant, at its discretion, may provide City with updated
versions of firmware for the Equipment (a "Firmware Upgrade"), or modify the SmartDrive Web Portal (a
"SmartDrive Web Portal Update").
3. SUPPORT HOURS AND METHODS. Consultant shall provide the Support Services through (a) a toll-
free customer support telephone number (866-933-9930); and (b) e-mail support at
customer.service@smartdrive.net. Consultant or its service representatives will use commercially reasonable efforts
to repair and/or correct errors, malfunctions or problems that are timely reported by City, including by providing
temporary workarounds when available,or replacement of warrantied malfunctioning Equipment or parts.
4. CITY RESPONSIBILITIES. Upon identification of a programming error in the SmartDrive Web Portal,a
malfunction in the Equipment, a problem in remotely accessing driving events or other issues with respect to
Consultant's provision of the Service or Equipment, City shall promptly notify Consultant of such errors,
malfunction or problems and shall provide Consultant with all information sufficient to locate and duplicate the
error, malfunction or problem. City agrees to provide Consultant with reasonable access to all necessary personnel,
facilities and Equipment for the purpose of providing the Support Services hereunder. City agrees to return any
malfunctioning Equipment to Consultant as required in a prompt and timely manner for the purposes of replacing
the Equipment or facilitating problem diagnosis.
5. EXCLUSIONS. Consultant shall not be obligated to provide Support Services if an Equipment
malfunction is caused by(a)negligence,misuse,tampering,accident,fire,variation or interruption of electricity; (b)
City's failure to properly maintain the Equipment; (c) alterations made by anyone other than Consultant to the
Equipment or the hardware or systems that interface with the Equipment after installation; (d)failure to implement
the Equipment Upgrades or Firmware Upgrades provided by Consultant; or(e)any attempt to service the Equipment
other than by Consultant's service representative (including the addition or removal of any third party hardware,
peripherals or software).
Exhibit C
ScI.SMARTORIVE
9450 Carroll Park Drive
San Diego,CA 92121 Quote#: Q-01416-1
Offer Valid Through: 4/9/2016
Sales Contact:Howard Rogers Payment Terms: Net 30
Phone:(858)863-3821 Order Currency: USD
Email:howard.rogers@smartdrive.net Order Type: Rollout
Bill To: Primary Deployment Location:
City of Fort Worth City of Fort Worth
1000 Throckmorton St 1000 Throckmorton St
Fort Worth,TX 76102 Fort Worth,TX 76102
Number of Units: 900 Subscription Term(Months): 36
Monthly Subscription Fees: USD 20,700.00
One-Time Fees:
Hardware USD 390,600.00
Installation USD 131,400.00
Training USD 0.00
Services USD 0.00
Warranty USD 0.00
Total One-Time Fees: USD 522,000.00
Tax and shipping not included. Invoice will include the full and final amount due.
This Order is subject to the terms and conditions of the Master Sales Agreement. Once executed by City of Fort Worth ("Customer"),
this document shall become legally binding and constitute an Order, as defined and governed by the terms and conditions of the Master
Sales Agreement, last revised by both Parties on 3/23/2016. Renewal Term for this Agreement is 12 month(s).
City of Fort Worth
Authorized Signature:
Name:
Title:
Date:
Page 1 of 3
Deployment Fees
SUBSCRIPTION FEE-MONTHLY QTY UNIT PRICE EXTENDED PRICE
SmartDrive Defender Pro 900 USD 20.00 USD 18,000.00
DEFENDER PRO PLAN-Risk prevention program that provides protection for your entire fleet and all of your drivers. Captures
the most severe driving incidents,automatically notifies you when they happen and provides access to video in minutes. Manual
event capture for drivers to document out-of the ordinary situations. Identifies highest risk areas and drivers with Driver Score and
Management Reporting&KPIs.Web-based review and coaching application to facilitate productive conversations with drivers.
Easily upgradeable to full video-based safety program at any point in the program.
Includes:
-10 events/vehicle/month automatically offloaded,reviewed and prioritized for risk by driving experts.
-20 second events.
-Automatic alerts.
-Management Reporting and KPIs.
Standard Success Plan included.
SmartLink Data Service 900 USD 3.00 USD 2,700.00
SmartDrive Premier Success Plan (0-2 sites) 1 USD 0.00 USD 0.00
TOTAL: USD 20,700.00
HARDWARE'-'ONE'TIME QTY UNIT PRICE EXTENDED PRICE
SmartRecorder 3 System 900 USD 405.00 USD 364,500.00
SmartRecorder 3 Keypad 900 USD 29.00 USD 26,100.00
-Keypads required for remote manual activation and driver identification(if dispatch!scheduling system integration is not
implemented).
Smartlink Engine Connection(ECU) 900 USD 0.00 USD 0.00
TOTAL: USD 390,600.00
INSTALLATION-ONE TIME QTY UNIT PRICE EXTENDED PRICE
SmartRecorder Installation&QA 900 USD 146.00 USD 131,400.00
-Onsite services include one technician plus travel&expenses.
-No-show fees apply if Customer's vehicles or personnel are not available as scheduled and will be billed at the price set forth in
the current published SmartDrive Price Book.
TOTAL: USD 131,400.00
TRAINING-ONE TIME QTY UNIT PRICE EXTENDED PRICE
Driver Training(WebEx) 1 USD 0.00 USD 0.00
Fleet Manager Training(Webex) 1 USD 0.00 USD 0.00
TOTAL: USD 0.00
WARRANTY-ONE TIME QTY UNIT PRICE EXTENDED PRICE
SmartRecorder 3-2 Year Warranty 900 USD 0.00 USD 0.00
TOTAL: USD 0.00
Page 2 of 3
Additional
-Subscription fees commence upon activation and include cellular data transport costs(domestic roaming included), if applicable
THANK YOU FOR YOUR BUSINESS
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Page 3 of 3
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: SmartDrive Systems,Inc.
Legal Address: 9450 Carroll Park Drive, San Diego, CA 92121
Services to be provided: SmartDrive Vehicular System
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement,amendment or change order
on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Company. Company will submit an updated Form-within ten(10)
business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed
Form until it receives a revise Form that has been properly executed by the Company.
1. Name: Steve Mi an
Position:
Signature
2. Name:Jason er
Position PxeM nt r—
ti
Signahyr�
3. Name:Dan Lebm
Pos'tion: ice Pr i t,Business Development
SigZtuy
4. Name: Shawn Swaney
Position: Vice President,Finance
Signature
Name: Steve Mitgang
Signature of CEO
Other Title:
Date: /Z3
SMARTORIVE'
Exhibit E
SmartDrive Data Retention POHCY EFFECTIVEAS OF JUNE 1,2010
................................... .............................................................................................................................................................................................................................. .... ..................
This data retention policy is owned by SmartDrive Systems,Inc.,and covers the retention and disposal of data held by
SmartDrive in association with the SmartDrive Safety Service. This policy does not address data retention for other
SmartDrive products or services.SmartDrive reserves the rightto change the aforementioned data retention policy
at any time.
Definitions
"Video(s)"referto the electronic files that store video and audio recorded by SmartDrive's SmartRecorder Systems
which are installed in the Customer's vehicles.These electronic files are stored in SmartDrive's proprietary format.
"Observations"referto the individual unsafe driving behaviors,environmental factors,and other observed
characteristics that are identified and assigned to a particular video by SmartDrive.Some Observations measure risky
driving such as with a distraction while other Observations do not measure risky driving such as with tampering.
"Moving Events"are videos that are recorded as a result of potentially unsafe accelerations orspeed of the vehicle.
"Manual Events"are videosthat are recorded as a result of the operator of the vehicle pressing any of the manual
activation buttons on the SmartDrive SmartRecorder System.
"Collisions".or"Collision Events"are videosthat include Observations of damage or potential damage to a vehicle,
person,or other property.Collisions include situations where a vehicle impacts some object as well as situations
where a vehicle may not impact an object but still sustains damage such as during a rollover,fire,orjackknife.
"Flagged Events"are videosthat have been flagged for corporate attention by Customer in the SmartDrive
Response CenterTM1°
Data Retention Policy&Schedule
The following data retention policy is applicable to Customer during the term of Customer's Agreement and for 30 days
after termination of the Agreement.
a, For Moving Events that are marked with at least one Observation and Manual Events,videos shall be available
online via the SmartDrive Response Centerfor 180 days after which they shall be permanently deleted.
• For Moving Events that are not marked with at least one Observation,videos shall be available online via the
SmartDrive Response Centerfor 30 days after which they shall be permanently deleted.
• For Collisions and Flagged Events,videos shall be available online via the SmartDrive Response Centerfor five
years after which they shall be permanently deleted.
All durations of online availability described above startfrom the date thatthe event is received atthe SmartDrive
Data Center.Thirty(30)days following termination of the Agreement,SmartDrive shall permanently delete all Videos.
Copyright'`2012-Smar[Dive Systems,Inc.All rights reserved.The infonnatton contained herein is stnctiy confidential and is supplied exclusively to JmariDnve customers
with the understanding that this information will be held confidentially and not disclosed to third parties%viliiout the prior written consent,of SmartDrive Systems.Inc. v3.0
SMARTORIVE Art is
M R corder 3 System Limited Warranty
Exhibit F
SmartDrive SmartRecorder 3 System Limited Warranty(excluding the UK)
The limited warranty period for the SmartRecorder 3 in-vehicle event recorder system("SmartRecorder 3 System")shall be two(2)
years from the date of original shipment("Warranty Period").The SmartRecorder 3 System consists of three hardware
components:the SmartRecorder 3 controller box,the primary camera,and the driver camera.The SmartRecorder 3 System is
warranted to be free from significant defect in materials and workmanship.Any SmartRecorder 3 System defect(i.e.,a
SmartRecorder 3 System component that fails to conform in all material respects to its specification)must be reported within thirty
(30)days of the first occurrence of such failure. During the Warranty Period,SmartDrive's entire liability and your sole and
exclusive remedy for any liability arising out of this Limited Warranty will be for SmartDrive to accept return of the defective
SmartRecorder 3 System component and provide a replacement component.When returning a SmartRecorder 3 System
component as authorized under this Limited Warranty,Customer must first perform an inspection of the SmartRecorder 3 System
in accordance with the SmartDrive SmartRecorder Troubleshooting Guide and Identifying Tampering Guide which are available on
the SmartDrive website or by contacting SmartDrive Technical Support.If tampering is not suspected,please contact SmartDrive
Technical Support to obtain a Return Material Authorization(RMA. The customer must return the defective SmartRecorder 3
System component within 21 days of the shipment date of the advanced replacement. The customer shall be billed retail pricing of
the SmartRecorder component that was advanced if not returned within the allotted timeframe.SmartDrive reserves the right to
confirm the existence of a defect to its satisfaction after suitable testing and inspection.In addition,SmartDrive,at its sole
discretion,may charge Customer for replacement,testing and examination of any SmartRecorder 3 System component if the
source of failure is determined to be caused by the Customer's actions. If any SmartRecorder 3 System component fails to perform
to its specification,it will be replaced with another component of comparable or better performance.The warranty on the
SmartRecorder 3 System and any replacement component shall only extend through the duration of the Warranty Period of the
original SmartRecorder 3 System.
WARRANTY EXCLUSIONS AND LIMITATIONS
THE LIMITED WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES MADE BY SMARTDRIVE WITH RESPECT TO THE
SMARTRECORDER 3 SYSTEM.NO REPRESENTATIVE OR PERSON IS AUTHORIZED TO BIND SMARTDRIVE FORANY
OBLIGATIONS OR LIABILITIES BEYOND THE WARRANTIES IN CONNECTION WITH THE SALE OR PERFORMANCE OF THE
SMARTRECORDER.THE WARRANTIES APPLY ONLY TO THE CUSTOMER WHO IS THE END USER AND THE ORIGINAL
PURCHASER OF THE SMARTRECORDER 3 SYSTEM AND IS NOT TRANSFERABLE.THE WARRANTIES SHALL APPLY ONLY
WHEN THE SMARTRECORDER 3 SYSTEM IS USED IN CONNECTION WITH AUTHORIZED SMARTDRIVE RECORDER SYSTEMS,IS
PROPERLY MAINTAINED,IS USED BY TRAINED AND AUTHORIZED PERSONNEL,IS USED IN A MANNER CONSISTENT WITH ITS
DOCUMENTATION,AND FOR ITS INTENDED PURPOSE,AND IS USED IN THE COUNTRY TO WHICH SMARTDRIVE ORIGINALLY
SHIPPED THE SMARTRECORDER 3 SYSTEM.THIS LIMITED WARRANTY DOES NOT APPLY AND IS VOID IF THE
SMARTRECORDER 3 SYSTEM HAS BEEN SUBJECTED TO IMPROPER OPERATION,HAS HAD UNAUTHORIZED REPAIR OR
MODIFICATION,AND/OR HAS BEEN SUBJECTED TO NEGLECT,ACCIDENT OR ABUSE(INCLUDING MECHANICAL OR
ELECTRICAL SHOCKS,FAILURE TO MAINTAIN,USING UNAUTHORIZED SUPPLIES TO INTEROPERATE,IMPROPER TRANSPORT,
OPERATION OUTSIDE OF ITS ENVIRONMENTAL SPECIFICATIONS,OR OPERATED WITHOUT A CONSTANT SUPPLY OF
ELECTRICAL POWER FROM THE VEHICLE OR SYSTEM BATTERY).THE WARRANTY ON ALL SMARTRECORDER 3 SYSTEMS IS
TWO(2)YEARS FROM THE DATE OF ORIGINAL SHIPMENT.
Notwithstanding the foregoing,this Limited Warranty does not cover:
• SmartRecorders that can be returned to service by troubleshooting
• Loss of time and inconvenience related to the failed component
• Keypad,cables,SmartRecorder system battery and any hardware other than the SmartRecorder 3 System components
• SmartDrive Extended Storage unless ownership remains with SmartDrive as per the contract
• SmartRecorder3 Portable Systems
SUBJECT TO THE TERMS HEREIN,THIS WARRANTY ONLY COVERS THE COST OF THE SMARTRECORDER 3 SYSTEM,
SHIPPING CHARGES,AND PROPER DISPOSAL OF THE DEFECTIVE SMARTRECORDER 3 SYSTEM.THIS WARRANTY DOES NOT
COVER,AND SMARTDRIVE ASSUMES NO RESPONSIBILITY FOR,LOSS OF SERVICE OR DATA.THIS WARRANTY DOES NOT
COVER ANY OTHER LOSSES WHICH MAY BE INCURRED OR IMPLIED BY LOSS OF SERVICE OF THE SMARTRECORDER 3
SYSTEM.THIS WARRANTY DOES NOT COVER DAMAGE TO THE VEHICLE OR OTHER PROPERTY,LOSS OF SERVICE OF THE
VEHICLE OR OTHER PROPERTY,AND LOSS OF REVENUE DUE TO A VEHICLE OR OTHER PROPERTY BEING PUT OUT OF
SERVICE AS A RESULT OF A SMARTRECORDER 3 SYSTEM FAILING.
SmartoriveSystems DISCLAIMERS
9450 Carroll Paii<Drive EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
SMARTDRIVE MAKES NO WARRANTIES,AND HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE,
San Diego,CA 92121 WHETHER EXPRESS,IMPLIED,OR STATUTORY,INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTY OF
Phone 858.225.5550 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT.THE REMEDY PROVIDED ABOVE IS
Toil Free 866.933.9930 THE EXCLUSIVE REMEDY AND IN LIEU OF ALL OTHER WARRANTIES,EXPRESS,IMPLIED,STATUTORY OR OTHERWISE.
SMARTDRIVE DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.
Fax 858.638.1757
vmmsmartdrive.net Some locations do not allow limitations on how long an implied warranty will last or the exclusion or limitation of incidental or
consequential damages,so the above limitations or exclusions may or may not apply to you.This warranty gives you specific legal
rights,and you have other rights which vary by location.
400-0200-000501
Copyrights;2015 SmartDrive Systerns.Inc-All rights reserved.This Information is intended for the use of SmartDrive 1
customers only..Any other use without the express written consentof SmartDrive Systems,Inc.is strictly prohiNted.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/22/2016
DATE: Tuesday, March 22, 2016 REFERENCE NO.: **P-11847
LOG NAME: 13P16-0004 DRIVER PERFORMANCE - EW PROPERTY
SUBJECT:
Authorize Execution of a Contract with SmartDrive Systems, Inc., in an Amount Up to $190,888.00 for the
First Year for a Driver Performance Monitoring System for the Property Management Department (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a contract with SmartDrive Systems,
Inc., in an amount up to $190,888.00 for the first year for a Driver Performance Monitoring System for the
Property Management Department.
DISCUSSION:
The Property Management Department will use this contract to purchase a driver performance monitoring
system that consists of a video-based risk management and safety training program. This 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 allow the City to include additional vehicles in
future years, however, those costs are not expected to exceed $190,888.00 annually.
RFP ADVERTISEMENT -A Request for Proposals (RFP)was advertised in the Fort Worth Star-Telegram
on November 4, 2015, November 11, 2015, November 18, 2015, November 25, 2015 and December 2,
2015. One hundred seventy-five vendors from the City's database system were solicited, four responses
were received.
The proposal evaluation factors included the vendor's business plan and technical proposal, qualifications
and references, adherence to terms and conditions of the contract, total cost of ownership and technical
expertise. Proposals were evaluated by a panel made up of representatives from the Property
Management Department- Fleet Services and the Water Department. The evaluation panel compared
responses to the evaluation factors and SmartDrive's proposal was the best rated value to the City.
PRICE ANALYSIS -The City has no previous purchase history for this type of video monitoring system
and equipment. The evaluation panel reviewed the proposed pricing and determined it was fair and
reasonable.
ADMINISTRATIVE CHANGE ORDER—An administrative increase or change order for this contract may
be made by the City Manager in the amount up to $47,722.00 per year and does not require specific City
Council approval as long as sufficient funds have been appropriated.
M/WBE OFFICE—A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE Office, in accordance with the BIDE Ordinance, because
Logname: 13P16-0004 DRIVER PERFORMANCE -EW PROPERTY Page 1 of 2
the purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
CONTRACT TERMS— Upon City Council's approval, this Contract will have an initial three year term
beginning March 23, 2016 and expiring March 22, 2019.
RENEWAL OPTIONS -This Contract may be renewed for two additional one-year terms at the City's
option. This action does not require City Council approval provided that City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal terms.
FISCAL INFORMATION /CERTIFICATION:
The approval of this action provides contract authority up to$190,888.00 per year, as specified. The
Director of Finance certifies that funds are available in the current operating budget, as appropriated, of
the Equipment Services Division - Property Management Department and that prior to an expenditure
being made, the Property Management Department has the responsibility to validate the availability of
funds.
BQN\16-0004\EW
FUND IDENTIFIERS (FIDs):
TO
Fund Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year Chartfieh 2
FROM
Fund Department ccoun Project Program ctivity BudgefT Reference # moun
ID ID Year Chartfield 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Jack Dale (8357)
Additional Information Contact: Eryck Walker (6610)
ATTACHMENTS
1. MWBE Waiver.pdf (CFW Internal)
2. Quote and EPLS.pdf (CFW Internal)
3. Reguisition.pdf (CFW Internal)
4. SmartDrive 1295 Form.pdf (Public)
Logname: 13P16-0004 DRIVER PERFORMANCE-EW PROPERTY Page 2 of 2
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 2
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-5482
SmartDrive Systems, Inc.
San Diego, CA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is01/25/2016
being filed.
City of Forth Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
RFP 16-0004 Driver Performance
Driver Performance Monitoring System-SmartRecorder 3 System.
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Siegel, Robert Portola Valley, CA United States X
Mahendra-Rajah, Prashanth Piscataway, NJ United States X
Kramlich, Dick Menlo Park,CA United States X
Carano, Bandel Palo Alto, CA United States X
Palmer, Jason San Diego, CA United States X
Mitgang, Steve San Diego, CA United States X
Vucina, Dave Dallas,TX United States X
Wabco Holdings, Inc. Piscataway, NJ United States X
Oak Investment Partners XII, LP Palo Alto, CA United States X
New Enterprise Associates 12, LP Menlo Park,CA United States X
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34416
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached and not the truthfulness,
CERTIFICATE OF INTERESTED PARTIES FORM 1295
2 of 2
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-5482
SmartDrive Systems, Inc.
San Diego, CA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/25/2016
being filed.
City of Forth Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
RFP 16-0004 Driver Performance
Driver Performance Monitoring System-SmartRecorder 3 System.
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
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LINDSAY MULLANEY
F „ COMMISSION#2036912 c
j NOTARY PUBLIC
SAN DIEGO COUNTY,CALIFORNIA'_
Commission Expires:AUG. 15TH 2017= SignaturO of authorized agent of contracting business entity
.1111111 11111 1111111 llllllllll 11111 111 1111111 11 11 111111 11 111 111 111111 111 111111 11 111 111111 11 lllllllr
AFFIX NOTARY STAMP/SEAL ABOVE
.I I/
Sworn to and subscribed before me,by the said �►`���In C( 7 e this the_ ti� day of —I G( it
20_/ to certify which,witness my hand and seal of office.
ig ature of offi 0'
oath Printed name of o cer administering oath J Title of office administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.LIS Version V1.0.34416