HomeMy WebLinkAboutContract 55515City Secretary Contract No. �JJ� �J 1�J
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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.
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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,
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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
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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
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$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.
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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
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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.
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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.
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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
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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
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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.
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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
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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
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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:
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• 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.
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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.
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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.
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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.
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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
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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
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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:
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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
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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.
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_ 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
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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
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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.
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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.
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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.
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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.
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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.
�
�
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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
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upon request.
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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).
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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:
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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.
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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.
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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)
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• 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
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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.
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�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
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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
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. 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.
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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.
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There are five different
types of solutions.
Solutions cnn be n
combination of types.
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Third-party or Pnrtner backend
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Geotnb crented reports thnt cnn be
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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
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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.
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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
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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.
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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.
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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.
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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
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https://marketplace.Geotab.com/solutions/safety-scorecard
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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.
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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
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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.
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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.
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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�����
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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
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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_. _ ._ _ _.. _. _ _ _ _.
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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.
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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
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IOX-RS232
[PU B]. pdf
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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
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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
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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.
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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