HomeMy WebLinkAboutArgos Connected Solutions, LLC /STREET/$34,351.32/Telematics Service Agreement-ASA DocuSign Envelope ID: FOB13522-5D05-4A48-B33D-595F316D344A
APPENDIX A FEE SCHEDULEAPPROVED
9y Sergey GrxM1ukhin of 9:09 pm,Jan 26,2620
ALL FEES SET FORTH IN THIS APPENDIX A ARE CUMULATIVE UNLESS OTHERWISE INDICATED.
MONTHLY SERVICE FEES
Services Fee Amount Fee Basis Fee Start Date
Monthly Service: Per Device each Fee fora Device commences as of the first day of the
® Pro Plus Plan GO9 $20.50/mo month month during which the Services are first provided
for the Device,which shall be no later than thirty(30)
® Pro Plus Plan GO Rugged $20.50/mo days after the Device has been shipped to the Client
® Public Works Plan $15.25/mo provided point of contact.
® Base Plan $10.00/mo
I Ford and GM Plan $15.25/mo. Service for any vehicle installed before 1/1/23 will
® Battery Asset Tracker $12.00/mo not begin billing until 1/1/23 and be due 30 days
after.
®Wired Asset Tracker $12.00/mo
Device and Accessory HARDWARE FEES—One Time Fees Per Order
Device Fee Amount Quantity Fee Start Date
Geotab GO9 Telematics Device $0.00 Per Order N/A
Light/Medium/Heavy Duty Y Harness $0.00 Per Order N/A
Vehicle/Machinery Harness $0.00 Per Order N/A
Geotab GO Rugged 9 Telematics Device $20.00 Per Order 1/1/23 or Upon Delivery
Battery or Wired Powered Asset Tracker $0.00 Per Order 1/1/23 or Upon Delivery
Winter Ops Telemetry—Proximity Sensor Kit $231.00 Per Order 1/1/23 or Upon Delivery
IOX-WORKS $126.72 Per Order 1/1/23 or Upon Delivery
IOX-AUXM—Spreader Extender $42.11 Per Order 1/1/23 or Upon Delivery
Cable- DB-9 Null Modem Integration $33.00 Per Order 1/1/23 or Upon Delivery
Weather Pack $10.00 Per Order 1/1/23 or Upon Delivery
Installation Information—One-Time Fees Per Order
Device Fee Amount Quantity Fee Start Date
Geotab GO9 Telematics Installation $0.00 Per Order Included
Geotab GO Rugged 9 Installation $0.00 Per Order Included
Winter Operations Bundle (Includes Spreader $295.00 Per Order As Invoiced
controller,one external sensor,Winter Pack)
Sensor Only(includes one external sensor kit) $150.00 Per Order As Invoiced
APPENDIX A-Additional Information
Information Terms Details
Early Termination Fee 12 Months $100 Early Termination Fee for any Geotab device
that is cancelled before 12/31/2022
Device Warranty Lifetime Client is responsible for alerting Argos Connected
Solutions to process warranty claims. Physical
damage, liquid damage,or lost device is not
covered under warranty
Help Desk Services — Tier 1 & 2 Premium 24/7/365 Live Chat,Web Form,and Phone Support directly
Support from Geotab and Argos Connected Solutions.
Online/Phone Training Included Personalized Web Training Sessions. Dedicated
team will schedule personalized training sessions.
DocuSign Envelope ID: FOB13522-5D05-4A48-B33D-595F316D344A
Telematics Service Agreement
This Telematics Services Agreement (the "Agreement"), dated (the "Effective Date"),
is entered into by and between Argos Connected Solutions, a Indiana Limited Liability Company located
at 4122 Heyward PI, Indianapolis, IN 46250 ("Argos") and
located at ("Client"). Argos and
Client are referred to in this Agreement, individually as a "Party," and collectively as the "Parties."
WHEREAS, Argos is a reseller of Geotab telematics devices,their third-party wireless services, and data
collection, monitoring, and tracking applications (together with their suppliers "Geotab"); and
WHEREAS, Client desires to purchase telematics devices and subscribe to the related third-party services
in accordance with the terms and conditions set forth in this Agreement and the various third-party
terms, conditions, and agreements.
NOW THEREFORE, in consideration of the foregoing promises and covenants set forth below, and other
good and valuable consideration,the Parties agree as follows:
1. TELEMATICS DEVICES
1.1 Purchase and Delivery. Client shall purchase from Argos Connected Solutions the Geotab
telematics devices more specifically described in Appendix A(the "Devices"). Argos Connected
Solutions shall order from Geotab and have shipped directly to an address of Client's
designation the quantity of Devices and Harnesses listed on Appendix A. Additional Devices may
be ordered through purchase orders with Argos Connected Solutions. Argos Connected
Solutions will not cancel, refund, or issue credits after a purchase order is signed and submitted.
When delivered,the Devices will satisfy the product specifications as described by Geotab's
respective specification sheet found on their website:
https://www.geotab.com/documentation/go9-device-install/
1.2 Installation and Removal. Argos Connected Solutions shall provide installation and activation
support to Client consisting of(a) self-installation guides and support or (b) coordination with a
Geotab certified and approved installation vendor, whenever possible. Client shall be liable for
all installation costs and expenses. With respect to third-party telematics devices and
accessories that are not provided by Argos Connected Solutions or Geotab pursuant to this
Agreement, Client is solely responsible for the installation, maintenance, updating, repair,
performance, and removal of those devices and accessories. Except as explicitly provided herein,
replacement of a Device shall be at the cost and expense of Client. In the event of any sale,
surrender, or other disposition of any vehicle or Device, or termination of Client's right to use a
vehicle, Client shall immediately notify Argos Connected Solutions.
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2. FEES AND INVOICING
Client agrees to pay Argos the fees set forth in Appendix A(the "Fees") in accordance with the terms
therein and below. Client shall be responsible for all sales, use and other applicable taxes. Client is
solely responsible for payment of any and all third-party fees required to use the Devices, software,
and Services herein. The fees set forth herein may include an amount that Argos retains for rebillers'
services rendered and volume discounts received from third parties, including Geotab.
Argos will invoice client for the devices and services on the days and intervals listed on Appendix A.
Client shall pay all invoices within thirty (30) days of the invoice date. Failure to pay an invoice when
due may result in late fees of 1.5% per month (18% per annum, compounded monthly). Client shall
be responsible for any collection costs, expenses, or reasonable attorney's fees incurred by Argos in
the collecting of any amounts owed under this Agreement.
Notwithstanding the foregoing, if Customer fails to pay any amounts due under this Service
Agreement or is otherwise in breach of any provision hereof, Argos may, in its sole discretion, (i)
without notice,terminate or suspend the Geotab Service and this Service Agreement immediately
and receive from Customer all amounts due under this Service Agreement plus all costs of collection
and/or(ii) pursue any other remedy at law or in equity.
3. DEVICE WARRANTY
3.1 Warranty. Each Device (excluding beta, test, or demonstration versions) will perform in
accordance with the product specifications issued for the Device subject to the limitations and
conditions set forth in Geotab's product specifications available on their website, and when used in
accordance with Geotab's documentation and specifications. Except for any indemnity offered by
Geotab herein,this is your sole and exclusive remedy for claims.
3.2 Warranty Period. The Warranty Period for any Geotab Device is Lifetime, commencing on the
activation date unless otherwise noted. Client is solely responsible for notifying Argos Connected
Solutions of a warranty claim or concern within the Warranty Period for any particular Device.
Physical or liquid damage is not covered under warranty, nor are lost devices.
3.3 Replacement and Repair Process. Once Argos Connected Solutions is notified of a warranty claim
it will submit a support ticket to Geotab to initiate the warranty process. Client agrees to cooperate
in the troubleshooting of the Device issue with Geotab support and Argos Connected Solutions. In
accordance with Geotab's applicable return policies and procedures, Geotab will make commercially
reasonable efforts to repair or replace such Device or correct any material defects in software and
services. Geotab reserves the right to replace any Device or software with a more current version or
model in Geotab's sole discretion. Geotab also reserves the right to charge return shipping and a
service fee if it determines that the warranty claim was not justified. In the event Geotab determines
Client tampering occurred and a Device malfunction was not the result of a faulty install, Client is
responsible for all costs associated with the return, shipping, reinstallation and replacement of the
Device onto the vehicle.
3.4 To the extent Argos Connected Solutions receives any warranties or indemnities from third-party
Installers,Argos Connected Solutions hereby assigns to Client those rights.
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4. SOFTWARE AND WIRELESS SERVICES
4.1 Monthly Services. Client shall pay Argos Connected Solutions, at the rates specified in Appendix
A, for the following services: (a) technical support; (b) Device order management; (c) activation
management; (d) warranty and training support; (e) program execution management; (f) access
to Geotab software and reports, if applicable; and (g) wireless services (all together the
"Services").
4.2 Argos Connected Solutions Rights. Argos Connected Solutions and Geotab shall have access to
and the right to collect, use, and copy any and all data generated by any vehicles, and any data
and information generated in connection with any Client-authorized Device, in order to provide
and enhance the Device, software, and Services (including troubleshooting and improvement)
and any other services Argos Connected Solutions provides to Client. In addition to the
telematics services, Client desires and acknowledges that Argos Connected Solutions may use
the data to enhance the delivery of other fleet management products and services to which
Client subscribes.Argos Connected Solutions and Geotab may also compile, store, use, exploit,
modify,transfer, or disclose the data and vehicle information for any purpose, irrevocably and in
perpetuity, as follows: (i)the data and information will not be identifiable to Client; and (ii)the
data and information will be aggregated with that of other telematics clients. Argos Connected
Solutions and Geotab will not attempt to disaggregate the data or re-associate it with a Device
without Client's consent, or unless legally compelled to do so.
5. CLIENT ACKNOWLEDGEMENTS. Client acknowledges and agrees to each of the following:
5.1.1 Argos Connected Solutions, Geotab, or other suppliers own all their copyrights, trademarks,
service marks, patents, trade secrets and other proprietary and/or property rights in and
comprising the Services and Devices, including the reports, any telematics websites, the
software and related applications, the data generated by vehicles, the Devices, and any
related documentation provided in conjunction with the Services or the Devices, including all
modifications or improvements to any of the foregoing,and regardless of whether such items
or services were created for or suggested by Client. Intellectual property and other
proprietary rights with respect to the Devices,software, and Services may be governed by the
then-current end user license agreements applicable thereto. The software and hardware
may contain technological measures designed to prevent illegal usage of software or other
violations of this Agreement, Geotab's end user agreement, or applicable law. Client agrees
not to circumvent or attempt to circumvent such measures.
5.1.2 Argos Connected Solutions is not the manufacturer of the Devices or the provider of the
Services or software; the software or Service providers may provide over-the-air (OTA)
firmware updates for Devices and/or modify Devices and software capabilities without notice.
5.1.3 The Devices may rely upon communication networks including wireless, satellite, or other
forms of network connectivity and, as such, must be correctly installed in order to function
properly, and may not be able to be collect or transmit data in restricted and enclosed areas
(such as parking garages) or once a vehicle travels beyond a certain range; further, that
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Devices may work with existing networks only(e.g. GPRS and EDGE networks), and if a carrier
retires or discontinues the networks, Devices may no longer operate.
5.1.4 The collection, delivery and accuracy of data may be dependent upon the Devices, software,
third-party databases (such as national road speeds), OEM engine computer modules, and/or
network connectivity which each may, at times, contain technical inaccuracies or errors, may
be changed or updated by Geotab or a third-party provider without notice, and may be
unavailable or inoperative due to conditions beyond Argos Connected Solutions or Geotab's
reasonable control; further, compatibility associated with any third-party wireless network
provider may not be guaranteed; Argos Connected Solutions is reliant on such providers in
order to obtain data from Geotab.
5.1.5 Argos Connected Solutions is not the originator of any data and is entitled to rely upon the
data as it is received from Geotab and the Device.
5.1.6 Neither the Device,the Services, nor any software will prevent or detect all vehicle problems,
and Argos Connected Solutions does not guaranty that the use of any Device, Services or
software will prevent or reduce the likelihood of bodily injury or property damage as a result
of vehicle-related accidents.
5.1.7 Argos Connected Solutions ability to perform this Agreement may be dependent upon timely
performance of Client's, drivers', Geotab's, third-party installers', and other obligations and
commitments, and any delays resulting from untimely performance by such parties will not
be attributable to Argos Connected Solutions.
5.1.8 Any third-party installers of the Devices or software remain responsible for the scheduling of
installation services, not Argos Connected Solutions.
5.1.9 Software used in connection with the Services may be controlled by U.S. and/or Canadian
export control laws. Further transfer or export of the software may be subject to U.S. export
control laws or similar laws of other countries. Client will abide by such laws and will not re-
export or divert the software to a country or activity in contravention of U.S. and other
applicable law.
6. WARRANTY DISCLAIMER.ARGOS CONNECTED SOLUTIONS AND GEOTAB DO NOT REPRESENT OR
WARRANT THAT THE PRODUCTS AND SERVICES WILL MEET CLIENT'S BUSINESS OR OTHER
REQUIREMENTS, OR THAT THE PRODUCTS AND SERVICES WILL BE ERROR-FREE, VIRUS-FREE, OR
THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE RELIABLE, ACCURATE, OR CURRENT.
ARGOS CONNECTED SOLUTIONS AND GEOTAB DO NOT WARRANT THAT THE RECEIPT OF DATA
FROM DEVICES WILL BE UNINTERRUPTED OR THAT ACCESS TO DATA WILL ALWAYS BE TIMELY,
NOR DO THEY GUARANTEE THAT CLIENT VEHICLES WILL NOT BREAK DOWN OR SUFFER ADVERSE
EFFECTS FROM THE DEVICES, SOFTWARE, AND SERVICES. THE DEVICES, SOFTWARE, AND
SERVICES ARE PROVIDED BY ARGOS CONNECTED SOLUTIONS AND GEOTAB ON AN "AS-IS" BASIS.
EXCEPT AS SET FORTH HEREIN, ARGOS CONNECTED SOLUTIONS AND GEOTAB DO NOT PROVIDE,
AND CLIENT EXPRESSLY WAIVES,ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, AS TO THE DEVICES, SERVICES, SOFTWARE, DATA (INCLUDING ITS ACCURACY AND
DocuSign Envelope ID: FOB13522-5D05-4A48-B33D-595F316D344A
AVAILABILITY), OR ANY INDIVIDUAL COMPONENTS THEREOF. THE IMPLIED WARRANTIES OF
NONINFRINGEMENT, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, QUIET ENJOYMENT OR QUIET POSSESSION, AND THOSE ARISING IN LAW OR STATUTE, OR
FROM A COURSE OF TRADE OR DEALING, ARE EXPRESSLY DISCLAIMED.
7. TERMINATION
The term of this Agreement shall be twelve (12) months from the Effective Date. Either Party may
terminate this Agreement upon six-month notice to the other Party prior to the end of the term or
any renewal thereof. If a Termination Event (as defined below) occurs less than twelve (12) months
after Services commence for a vehicle, Client will pay Argos an early termination fee for that vehicle
in accordance with Appendix A(the "Early Termination Fee").A"Termination Event" is defined as the
occurrence of any of the following events: (i) Argos's receipt of a Client sale notice (or notice of
surrender or other disposition)for the vehicle in which the Services are provided, (ii)a written request
from Client to Argos to terminate Services on a vehicle or specific Device, or (iii) Client ceases using
the Services or Device in accordance with the terms of this Agreement. If a Device is being transferred
between vehicles, Argos will waive Early Termination Fees. Argos will bill Early Termination Fees in
the billing cycle immediately following the Termination Event or transfer.
8. GENERAL PROVISIONS
8.1 Client Communication. Client will provide to Argos Connected Solutions a single point of contact
for all implementation, steady state, management change, and continual improvement
communications. Client's single point of contact is responsible for communicating telematics
information to internal Client resources, managers, and drivers as necessary, and any Argos
Connected Solutions obligation to communicate information to Client is met by communicating
information to the single point of contact.
8.2 Cooperation. Client will cooperate with Argos Connected Solutions and will cause its employees,
contractors,and agents to cooperate with Argos Connected Solutions and Geotab as necessary to
meet their obligations hereunder. Client will not engage in any activity that interferes with or
disrupts the Services or any software, network, or other device used to provide the Services.
8.3 Third Party Beneficiary. Client agrees that Geotab is an intended third-party beneficiary of these
terms.
8.4 Governing Law. This Agreement shall be interpreted under the laws of the State of Indiana,
without giving effect to its conflict of laws provision. Any action or litigation of any kind
whatsoever in connection with this Agreement shall be adjudicated in a court of competent
jurisdiction located in Indiana. The Client hereby consents to the jurisdiction of such courts and
to service of process by any means authorized by Indiana or Federal law and hereby waive the
right to transfer the venue of any such litigation or action.
8.5 End User Agreement Client's purchase and use of the data, Devices, Services, and software is
subject to further Geotab terms, available at: https://my.geotab.com/eula.html, and Client's
execution of this Agreement constitutes Client's acceptance of the additional terms. Argos and
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Geotab reserve the right to modify these additional terms from time to time, with or without
express notice to Client.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized
representatives and effective as of the date first above written.
Argos Connected Solutions, LLC City of Carmel, Street Department
Signature: / Signature:
Print name: Date: Print name: Date:
Bobby Humphrey 02/07/2024
Print signor's title: Print signor's title:
President
DocuSign Envelope ID: FOB13522-5D05-4A48-B33D-595F316D344A
Approved and Adopted this 21 day of February , 20 24
CITY OF CARMEL,INDIANA
By and through its Board of Public Works and Safety
BY:
Sue Finkam,Presiding Officer
Date:
,-Doou Signed by:
(aura (,,,wri,UL
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Laura Campbell, Member
2/21/2024
Date:
1�DoouSigned bybjyy:�I
)
Alan Potasnik, Member
2/21/2024
Date:
ATTEST:
Float,
dd7by:
(iYkitok.
70D1004DC00043A..
Jacob Quinn, Clerk
2/21/2024
Date:
DocuSign Envelope ID: FOB13522-5D05-4A48-B33D-595F316D344A Page 1 of 1
INDIANA RETAIL TAX EXEMPT g
City of CIirrinie1 CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 110852
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P
CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
2/2/2024 377044
ARGOS CONNECTED SOLUTIONS LLC Street Department
VENDOR 4122 HEYWARD PL SHIP 3400 W. 131st Street
TO Carmel, IN 46074-
INDIANAPOLIS,IN 46250 - Matt Higginbotham (317) 733-2001
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
84628
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 2201 Fund: 2201 Motor Vehicle Highway FND
Account: 43-509.00
1 Each GPS Tracking Services $9,289.32 $9,289.32
Sub Total $9,289.32
i 7 0
a III . i • t ■ I
Send Invoice To:
Street Department
3400 W. 131st Street \\N:
Carmel, IN 46074- N
(317) 733-2001 PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $9,289.32
SHIPPING INSTRUCTIONS A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
*SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
*C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
*PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
*THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 4 � ��---+�'CL C l
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
ORDERED BY
Lee Higginbotham James Crider
TITLE Commissioner Director of Administration
CONTROL NO. 110852 CONTROLLER
DocuSign Envelope ID: FOB13522-5D05-4A48-B33D-595F316D344A Page 1 of 1
INDIANA RETAIL TAX EXEMPT g
City of CIirrinie1 CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 110749
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P
CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
1/3/2024 377044
ARGOS CONNECTED SOLUTIONS LLC Street Department
VENDOR 4122 HEYWARD PL SHIP 3400 W. 131st Street
TO Carmel, IN 46074-
INDIANAPOLIS,IN 46250 - Matt Higginbotham (317) 733-2001
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
83828
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 2201 Fund: 2201 Motor Vehicle Highway FND
Account: 43-509.00
1 Each GPS Tracking Services $25,062.00 $25,062.00
Sub Total $25,062.00
i 7 0
a III . i • t ■ I
Send Invoice To:
Street Department
3400 W. 131st Street \\N:
Carmel, IN 46074- N
(317) 733-2001 PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $25,062.00
SHIPPING INSTRUCTIONS A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
*SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
*C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
*PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
*THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 4 � ��---+�'CL C l
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
ORDERED BY
Lee Higginbotham James Crider
TITLE Commissioner Director of Administration
CONTROL NO. 110749 CONTROLLER