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Home My WebLink AboutContract 44939 GAft JW CONTRACT r.. 0 Nomm This Trial Agreement "Agreement"") is entered into this 27th day of September,201 (the"Effective Date")by and between DriveCam" Inc."a Delaware corporation,,with its principal place of business at 8911 Balboa Ave, Suite Zoo, San Diego, California 92123 ("DriveCam") and City of Fort v' orth T ("Governments"). RECITALS WHEREAS, DriveCam develops, markets,sells and provides driving hsk management products and related services focused on improving driver safety and reducing operating costs for commercial fleets; WHEREAS",Government desires to receive such products and services for evaluation purposes on a trial basis at the trial locations specified herein; 'OW,THEREFORE,the parties agree as follows: 1. CERTAIN DEFINITIONS (within ten 10 days from such expiration or termination) return the Products to DriveCam in food condition. "Documentation" means the written Software and Hardware related specifications DriveCam provides to 3. SERVICES Government hereunl er, w include tenNrNS of use Date on " riv d ��Ih rso hl � �"� DriveCam DriveCam will use commercially reasonable efforts to " nveCari�N p ecam co o ter applicable provide the Services. With respect to Managed Services, websit ll notify Government of any November 1 es„ DriveCam sh�a . additional applicable DriveCam websites and Government such services will be initiated on or about Iyove , Zo1 shall only be bound by the terms contained in those websites ("Service, Date,") and shall end upon expiration or of which Government hlas actual notice. termination of the Trial Period. Government agrees to provide DriveCam with reasonable cooperation and access "Hardware" means DriveCam's VERs and to all necessary Government personnel, facilities and associated hardware provided to Government hereunder. equipment (including the Products) for the purpose of "Managed Services" means the analysis, and performing its obligations hereunder, Y reporting by DriveCam of driving events captured by the Products installed in Government's vehicles. 4. SOFTWARE; RESTRICTIONS "Products" means the Software and Hardware i Subject to the terms of this Agreement, during the described on Attachment A to be provided to,Government for Trial Period, DriveCarn grants Government a nonexclusive, use during the Trial Period. Attachment A also sets forth, nontransferable license to access and use the Software and the quantity for each Product and Service, the requested Managed Services for Governments internal feet. delivery schedule and the delivery l,ocation, management purposes only, without the right to sublicense "" rights, p ded Government unconditionally agrees to "'Services" means the Managed Services,, rv" l such provided access and use t g ices strictly installation services, training services and any additional " " Agreement he Software and Managed e support and maintenance services to be provided hereunder. " accordance with the Documentation and this g t in ree en ("Lice ), Under the license, Government may print out, "Software" means any software provided to or otherwise male, printed copies("Copies") of the reports, c results and other inform erials g out information an use o , including, d e nt inc numeric from Government's access and an rna if the Government under this Agreeme n without g h h plri ating software embedded in the ardware lNmlitatNOn,the operating Software and Managed Services for internal fleet and the the I� `veDam Gnline software (including any, management purposes only. Any updates, n�lodi�ca�tions, re made: available b DriveCam for use b enhancenr�ents or new versions of the Software or Managed software abl y y Government on a website hoisted by or on behalf of DiriveCarn)e Services provided or made available to Government by DriveCam, in accordance with this Agreement, shall be "Trla,1 Period"means the period from the Effective considered Software and Managed Services subject to this Date until the date one hundred twenty (120), days from the Agreement. Service Date,unless earlier terminated as provided below.. 4.2 Except as otherwise expressly provided in this "V ER"means a DriveCam video event recorder. Agreement, Government agrees to: (a) only use the g 2. PRODUCTS re and Managed Servic es in the manner, and for the purposes, expressly specified i in this Agreement, b) not All Products are provided only for the Trial Period,, Title to decompile, disassemble analyze or otherwise examine the the Products shall remain at all times with DriveCarn. Software and Managed Services for the purpose of reverse Government shall not encumber or otherwise permit an engineering, or facili . so Y facilitate or permit a third party to do claims or liens to be levied against the Products. (except to the extent this restriction is expressly prohibited Government shall not tale.or permit any auction inconsistent by applicable law); c not delete or in any manner alter any " " p flow y third arty to notice,wa and or o��rvio�or appearing n �n p with DriveCam s ownership or a an ce is r s contains he modify, service or repair the Products. Government shall Software d app g o Y use and maintain the Products with ordinary care and,only in screens, documents, reports, numericresults or other accordance the Documentation and an y other materials obtained by Government through use of the instructions, that may be p y a . Government and Managed Services ("Notices,"); (d reproduce shall not remove or alter any proprietary notice of a n y kind and display all Notices on Copies Government males, in from the Products. Upon the expiration or termination of this accordance with this Agreement;ent; a not attempt to access Agreement, unless the Government enters into a separate any systems, programs or data of DriveCam that are not agreement to purchase the Products, Government shall licensed, under this Agreement; not copy, reproduce, republish, upload, post,transmit or d" �� „ r ummulla u � C,n � ��,��IM"MIPr r P,s E C E I VE 0 IT" tJ L 0, 1',5 1 CITY, SECREP RY F"ro, 'WORTH,TX .... :..N:MumaummiouououuuuuuuuuuuooiiuwoW1JNMWfJ9Plirmarw�ImmmMVVwarrrarwrwwwu;4�u w w 0 w ■ v v w �y IR SIN �, � �!. IMM M1,I i MM MMH. °Mb !' ■1 tl� � 9MF _ w aw � �n■ �, �w ire � * �w� ., _ � �,� ,� _ _ rr rw■ rw �; � r . � � *" �"" � � " �" !� a !� .� !wr�ww fd imp Is AF ww 4W AOL IN AMNI F w _ d" r f 1 r , a , ATTACHMENT A TR,IAL PRODUCTS Details are.- Trial 50,DOP units, 12,0 days,with Fuel and Fleet Tracking—NO,FEDs, Standard Installs. 6 E- le rn�ing+1 post Web:Ex Training, As of now the trial will talke place 'in Public Works—W' ater Department. State of California County of an Diego Jos. on 49ft*J 2 befor Walter E'- Puesctwei, a 1400 Aa ,10"! Pubk,iximmioi(y appeared sz��' it who proved to roe on t1v basis of satistsoory evid*once to b* ow WALTER E. PUESC'HEL *tme nan*%)Waco subscribed to 0*wilbin WWwft*r4 mid Ar w®rrr POM*" Commission # 198 1874 ackno**K"d to me Ovt he/st*Mwy executed the same in I OT v!W111i N�otary Public Cajif ornia suftwfted capat#,Wiewt and thM,bf hWhwM*r stnaftmKs)on the z pw"*),,,or**entft L*on b0haff of~ft perso" San Oiego County My Comm. Expires J'u1 9, M6 acted,ex ecuted ft ins .I trument certify under F* 1! ' Cf PERJURY '6 under ft laws of'ft Slate of Cah for nia 1hal the foregoing paragraph is in*and wffect WITNESS m�y hand and official seal. 4 M&C Review 10/3/2013 11 -002-3 5 AM Official site of the City of Fort,Worth, Texas Fou WoRni CI'TY C'OUNCIL AGENDA COUNCIL ACTION: Appro,ved on 9/24/2013 NO DATE: 9/24/2013 REFERENCE NO.: **C-26460 LOG NAME. 21 DRIVECAM AJC CODE: C TYPE: CONSENT PUBLIC NO HEARING- SUBJECT.- Authorize Execution of a Trial Agreement with DriveCam, Inc., for Trial Use of Fifty DCP3 Event Recorders for the Water Department (ALL, COUNCIL DISTRICTS) 01 RECOMMENDATION: It is recommended that the City Council authorize the execution of a Tria,l Agreement with DriveCam, Inc., for the use of fifty C P,3 Event Records on Water Department vehicles. DISCUS,S]PNI: In an effort to pursue optimum driver efficiency the Water Department desires to, enter into this trial Agreement to test the effectiveness of this, event recording system. The D,riveCam, Inc., product works similar to other products that track vehicle location and driver behavior. In addition, this, system is equipped with a camera that records driver and vehicle activity during any driving event. DriveCam; Inc., develops, markets, sells and provides driving risk management products and related services focused on improving driver safety and reducing operating costs for commercial fleets. The City of Fort Worth, desires to receive such products and services for evaluation purposes on a trial, basis. Fifty CP,3 units will hey installed on Water Department veh,icies for a length of 120 days. These units include a fuel and fleet tracking, system. Standard installation will' be provided by Diri,veCam, Inc. In addition, six E-learning, sessions and one, post WebEx training will be provided as part of the trial. This product records driver events based upon unusual actions of the vehicle. These events are reviewed, by Dri,ve,Cam, Inc., staff and the information is provided to the City when events occur. These events assist in providing data for assistance in risk management,, safety and training. FISCAL INFORIVIATION/CERTIFICATiON: Thos Financial Management Services Director certifies that no expenses will be generated from the trial Agreement. TO Finn d/AccounVCenters FROM Fund/'Accoun,VCenter�s .................... Submifted for,C, Manaqer"s Office Charles, Daniels (6199) Orii inati'ng Dqpartment Head: Wayne ovum (51 18) [gi Additional Information Contact.- Wayne Corum (51,18) .......... ATTACHMENTS DCOOO'042812 City ofForth Worth TX Tr'iia] 50 Un1"1U, df1 Page I f I