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Verizon/Street/Pilot Programve rim Networkfleet Pilot Program Please review populated fields and complete others as directed. For questions, please inquire with your sales contact. ?PiItiKlide�r lihfor'mationl 1 Date September 2, 2015 Account Sub Type PUBLIC SECTOR Pilot Duration Number of Days 60 Sales Contact Mark Hanna (865) 202-2121 mhanna@verizon.com J.CompanyJinformationr1HEIe'etlWetiiitelUsera Item Description ,M,, kj Company Name City of Carmel -Street Dept. 5500N3VD GPS Diagnostics Main User Name 10 DBA 9 -pin Heavy Duty Harness with Square Flange (5500/5200) Parts044 Main User Email $0.00 Address 10 Time Zone Light Duty Harness plus OBD -II Adapter Kit (5500/5200) City 4 $0.00 5500 monthly service fees State 10 $0.00 Zip Country ._ —_ 1P,roductaf ery cess s ` , • �: ' .... w . ,. .. .�... ....mi.. 'r,.;: .� Req; Item Description Code Qty Unit Price 5500N3VD GPS Diagnostics 5500N3VD 10 $0.00 9 -pin Heavy Duty Harness with Square Flange (5500/5200) Parts044 6 $0.00 Base Installation - Plug/Play or 3 Wire 10 $0.00 Light Duty Harness plus OBD -II Adapter Kit (5500/5200) Parts047 4 $0.00 5500 monthly service fees 5500MS 10 $0.00 f IlotyAddiftansl�Teim's"df6anditlon"s aterem °ShIPit0�iatildfe68:#illPibt Orders shipped Qtin–cill _., '._ _._ ___.._ _.._._._.-... Company Contact Street Address City State Zip Country Phone Items to ship to this address: �Pil to irermsland GonaiB s City of Carmel - Street Dept. agrees that they will participate in mutually agreed conference calls during the Pilot Tenn with the Networkfleet Salesperson listed an the Pilot Order Form to discuss City of Carmel - Street Dept.'s assessment of the Pilot Program based on predetermined criteria. This Pilot Order is subject to Networkfleet's Pilot Program Terms and Conditions. Please review and Indicate your acceptance of the attached Terms and Conditions and confine your agreement by providing your electronic signature below. City ofCannet_Naworkfleet Pilot_ v082515 Page 1 of 5 Nctworkfiect Confidential itCuitbiii oignatuWe}w ': ' Name Sign Here Sign Here Le Title Name Email di Date Name Approved and Adopted this CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety IRresidiffaCiflleer .,,; ` _, Sign Here r Le u,h rG` ✓"` Name James Brainard di Date Name Diana Cordray WeffiliePn - Sign Here /V422 "-L4 Name Mary Burke Date Member si{: G P .:iT1 ..-.; Sign Here / ; trete w, he..r Name ,., ori S. Watson Date q/alle; ATTEST: ;�11151CF1`;�Cle'Ic„Treasurer,. _, -_ ,_ ,..,• a `aa Sign Here Name 0 Date e_- di 33-0872319 Name Diana Cordray Date Cj -Z-6 Networkfleet Pilot Program 2QL> Networkfieet, Inc. kar:tCont rich Manag ' Sign Here , .. _j_ `/� Name ennifer AI:A. ander Date August 25, 2015 FID/TIN: 33-0872319 Sandra M Johnson Deifivrty City ofCnrsnd Naworkneet Pilot_ v082515 Page 2 of Networkfleet Confidential VERIZON NETWORKFLEET PILOT PROGRAM TERMS AND CONDITIONS These Terms and Conditions govern the participation by Customer ("Customer" or "You") in a trial program ("Pilot Program") of Nebvorkfleet's Devices and Services. 1. DEFINITIONS. When used In these Terms and Conditions, the following teens, when capitalized, shall have the meaning set forth below: "Confidential Information" means any nonpublic or proprietary information of a party (the "Disclosing Party") which is obtained by the other party (the "Receiving Party") in the course of activity pursuant to this Agreement, including information which is disclosed on an Order Fonn, or in connection with the provision to, and use by, Customer of Networkfleet products and services, whether such information is disclosed in oral, written, graphic, electronic or any other form. Confidential Information does not include any information that: (a) was known to the Receiving Party prior to receiving the same from the Disclosing Party; (b) is independently developed by the Receiving Party; (c) is acquired by the Receiving Parry from another source that has the right to disclose such information without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the Receiving Party. "Customer IVebsite Pagel" means thc web pages on the Networkfleet Website which are designated by Networkfleet for use by Customer. "Devices" means the Networkfleet wireless device or devices(s) identified on a Pilot Order Form. "Networkfleet Services" means the services offered hereunder by Nctworkfleet, from time to time, including, but not limited to: (a) collection of diagnostic and/or location information from a Vehicle; (b) analysis, delivery and posting of Vehicle information to thc Networkfleet Website; (c) notification to Customer and/or a designated third party by e-mail of certain events or Vehicle information; (d) Customer access and usage of Customer Website Pages; and (e) Device installation services; but only to the extent such services are identified on a Pilot Order Form. "Nenvorkfleet Website" means the Nctworkfleet website currently located at www.netwnrkfKi.com. "Pilot Order Form" means the order farm provided by Networkfleet to Customer pursuant to which Customer agrees to participate in the Pilot Program. Service Partners" means the companies that Networkflect works with, from time to time, to provide the Networkfleet Services, including, but not limited to, wireless service carriers, installers, website operators, mapping data providers and licensors. "Vehicle" means an on -mad vehicle, off-road vehicle and/or stationary or movable equipment owned or under the control of Customer, which is equipped with a Device. 2. PILOT ORDERS, DELIVERY AND ACCEPTANCE. The transmittal by Networkfleet to Customer of a Pilot Order Fonn does not constitute an offer and all orders are subject to acceptance by Networkfleet either in writing, electronically or by shipping the Devices and/or the provisioning of the Networkfleet Services,. 3. NETWORKFLEET LICENSE. Networkfleet grants to Customer a non-exclusive, non -transferable license during the term of the Pilot Program to (i) use the Networkfleet Services in the United States and such other countries as may be approved by Networkfleet in writing, (ii) access and use the Customer Website Pages, and (iii) use the firmware and software included in the Devices, solely for use in connection with the Networkfleet Services, and as provided in these Terms and Conditions. 4. INSTALLATION SERVICES. If the Pilot Order Form provides for Device installation services, Networkfleet or its contractors will install the Device in die applicable Vehicle at a mutually agreed City of Carmel_Networklket Pilot_ v082515 location, in accordance with Networkfleet's Installation Policy, located at http://infp.networkfsect.conVrsinetworkfeelimacesllnstallation Policv.o df, as it may be amended from time to time, which is available at the Networkfleet Website. The Parties will use reasonable efforts to schedule and complete the installation during normal working hours within thirty (30) days of the date the Pilot Order Form is accepted by Networkfleet. Customer acknowledges and agrees that installation of the Device may involve drilling holes, rewiring and other similar alterations to the Vehicle and that Networkfleet has no obligation to restore the Vehicle after removal of the Device. 5. CUSTOMER OBLIGATIONS. Customer shall limit its use of the Devices, Networkfleet Services, Networkflect Website, and Customer Website pages only for evaluation purposes and shall comply, and cause its employees and agents to comply, with all applicable laws and regulations and with Networkfleet's Website Acceptable Use Policy, and Privacy Policy, which are, or will be available, on the Networkfleet Website, Customer shall inform its drivers of Vehicles that such Vehicle has been enabled for Networkfleet Services and that the Networkfleet Services include the collection of data points associated with the Vehicle's location and manner of operation Customer agrees that if it does not execute a Networkfleet Direct Customer Agreement and place an order within thirty (30) days of the end of the Pilot Tenn, or if this Pilot Program Agreement is terminated pursuant to Section 7, the Customer will return at Customer's expense the all Devices and related accessories to Networkfleet in original condition. ordinary wear and tear excepted. If the Devices and related accessories are not received by Networkfleet within sixty (60) days of the end of the Pilot Tenn, the Customer will be charged the current price for the Devices and any related accessories. 6. DISCLAIMER OF WARRANTIES. NETWORKFLEET MAKES NO WARRANTY OR GUARANTEE OF ANY KIND WITH RESPECT TO THE DEVICES AND THE NETWORKFLEET SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NETWORKFLEET DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, NETWORKFLEET DOES NOT WARRANT THAT THE RECEIPT OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM THE DEVICES WILL BE AVAILABLE AT ALL TIMES, AT ALL GEOGRAPHIC LOCATIONS, UNINTERRUPTED OR ERROR•FREE, OR THAT THE TRANSMISSION OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM NETWORKFLEET TO CUSTOMER OR TO THE CUSTOMER WEBSITE PAGES WILL ALWAYS BE ACCURATE, TIMELY OR COMPLETE. 7. TERM AND TERMINATION. The term is set forth on the Pilot Order Form. Either party may terminate the Pilot Program Agreement at any time with written notice to the other party. Unless otherwise agreed to in writing between Customer and Networkfleet, at the end of the Pilot Term, all Devices will be deactivated by Networkfleet. The provisions of Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 of these Terms and Conditions will survive. 8. INDEMNIFICATION. (a) Customer will defend, indemnify and hold Networkflect and the Service Partners, and their respective affiliates, officers, employees and agents, harmless from and against any and all third party claims and all associated damages, suits, proceedings, liens, penalties, liabilities, awards or expenses (including reasonable attorneys' fees) resulting from (i) Customers breach of its obligations under a Pilot Order Form or these Terms and Conditions; (ii) a claim that Customer or its personnel violated applicable state or federal laws or regulations in its possession, distribution, installation or use of the Page 3 of 5 Networkfleet Confidential Devices, the Networkfleet Services or the Networkfleet Website; or (iii) a claim for any property damage, personal injury or death arising in any way from, directly or indirectly, Customer's use, failure to use, or inability to - use the Devices, the Networkfleet Services or the Networkfleet Website except to the extent such claim was caused by Networkfleet's gross negligence or willful misconduct. Customer must consult with and get prior written consent from Networkfleet prior to settling any such claim which would bind Networkfleet to pay unreimbursed monies, admit guilt or wrongdoing on the part of Networkfleet, or which would otherwise materially prejudice Networkfleet. Networkfleet shall also have the right to participate in the investigation, defense and settlement negotiations of any such claim with separate counsel chosen and paid for Networkfleet. (b) Networkfleet shall defend, indemnify and hold Customer harmless against any third party claims, and all associated damages, suits, proceedings, liens, penalties, liabilities, awards or expenses, to the extent that such claims allege that Networkfleet Device or the Networkfleet Service infringes such third party's intellectual property rights; provide4, however that Network(leet's obligations hereunder shall not apply if and to the extent that the infringement or alleged infringement is caused by or otherwise results from (i) the use of the Networkfleet Device or the Networkfleet Service other than as specifically authorized by Networkfleet, (ii) the combination or use of the Networkfleet Device or the Networkfleet Service with non-Networkfleet products or services, including, but not limited to, Customer's products and services, or (iii) any acts or omissions of Customer or any other third party, and provided further, that Customer provides Networkfleet written notice of the third party claim within five (5) business days after receiving notice of the claim and permits Networkfleet to control, and cooperates with Networkfleet in, the defense of such claim and any related settlement negotiations. Networkfleet shall permit Customer to participate with its counsel in the defense of the claim at its own expense; however, nothing herein shall limit Networkfleet's right to control the defense. 9. LIMITATION OF LIABILITY. (a) NEITHER PARTY, NOR THE SERVICE PARTNERS WILL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF THAT PARTY IS INFORMED THAT THOSE DAMAGES MAY OCCUR. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THOSE PARTICULAR LIMITATIONS MAY NOT APPLY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY OF CUSTOMER ARISING UNDER SECTION 8 (INDEMNIFICATION) AND SECTION 10 (PROPRIETARY RIGHTS). (b) NETWORKFLEETS AND THE SERVICE PARTNERS' CUMULATIVE LIABILRY UNDER ANY LEGAL THEORY SHALL NOT EXCEED ONE THOUSAND (51,000) DOLLARS. (c) WITHOUT LIMITING THE FOREGOING, NETWORKFLEET AND THE SERVICE PARTNERS ARE NOT RESPONSIBLE FOR LIABILITIES OF ANY KIND RESULTING FROM DELAYS IN DELIVERY, INSTALLATION OR PROVIDING NETWORKFLEET OR OTHER SERVICES, REGARDLESS OF THE CAUSE OF THE DELAY. CUSTOMER UNDERSTANDS AND AGREES THAT NETWORKFLEET AND THE SERVICE PARTNERS CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND THAT THEY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RESULTING FROM AN ALLEGED OR ACTUAL LACK OF SECURITY RELATING TO CUSTOMER'S USE OF THE NETWORKFLEET SERVICES. (d) CUSTOMER UNDERSTANDS AND AGREES THAT: (i) THE DEVICE IS A WIRELESS DEVICE AND THAT THE NETWORKFLEET SERVICES WORK BY USING WIRELESS COMMUNICATIONS NETWORKS TO CONNECT THE DEVICES WITH NETWORKFLEETS DATA CENTER AND BY USING GPS (THE GLOBAL POSITIONING SYSTEM SATELLITE NETWORK) TO DETERMINE A VEHICLE'S LOCATION; (ii) THE NETWORKFLEET SERVICES WILL NOT OPERATE UNLESS A VEHICLE IS IN AN AREA THAT HAS WIRELESS COMMUNICATIONS COVERAGE AND IS SUBJECT TO WIRELESS SERVICE NETWORK AND TRANSMISSION LIMITATIONS AND MAY BE ADVERSELY AFFECTED BY TERRAIN, SIGNAL STRENGTH, WEATHER AND ATMOSPHERIC CONDITIONS, OR OTHER THINGS THAT NETWORKFLEET AND THE SERVICE PARTNERS DO NOT CONTROL; AND (iii) INFORMATION ABOUT A VEHICLES LOCATION WILL NOT BE AVAILABLE UNLESS THE DEVICE IN THE VEHICLE I5 ABLE TO RECEIVE GPS SIGNALS. 10. ARBITRATION. With the exception of any claims relating to the protection of either partys Proprietary Rights or Confidential Information, which may require immediate injunctive or other equitable relief, it is agreed that any controversy between the parties related directly or indirectly to the Devices or the Networkfleet Services will be settled by binding arbitration under the commercial rules of the American Arbitration Association, regardless of whether the controversy is based on contract, tort, strict liability or other legal theory. This Agreement does not allow class or collective arbitrations even if the AAA or BBB procedures or rules would. Notwithstanding any other provision of this Agreement, the arbitrator may award money or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. No class or representative or private attomcy general theories of liability or prayers for relief may be maintained in any arbitration held under this Agreement. The arbitration will he held in a mutually agreed location, by one arbitrator knowledgeable and experienced in the electronic information services industry and who is a licensed attorney. 11. CONFIDENTIALITY. Each party as a Receiving Party will protect Confidential Information of the Disclosing Party against any unauthorized use or disclosure to the same extent that the Receiving Party protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will Receiving Party use less than a reasonable standard of care to protect such Confidential Information. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party for any purpose other than as: (a) reasonably necessary to perform its obligations under this Agreement; (b) expressly permitted by this Agreement; (c) required by applicable law (provided that the Receiving Party shall notify the Disclosing Party of such required disclosure promptly and cooperate with the Disclosing Party, at the Disclosing Partys reasonable request and expense, in any lawful action to contest or limit such required disclosure; or (d) consented to in writing by the Disclosing Party. The parties further agree that any obligations to protect Confidential Information set forth herein shall survive termination of this Agreement for a period of three (3) years from the termination of this Agreement, except that as to any Confidential Information deemed a "trade secret" under applicable law, such obligations shall continue for so long as such information is deemed a trade secret. The provisions of this Section 15 are necessary for the protection of the business and goodwill of the Disclosing Party and are considered by the Receiving Party to be reasonable for such purpose. The Receiving Parry agrees That any breach of these provisions may cause the Disclosing Party substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, the Disclosing Party shall have the right to seek specific performance and other injunctive and equitable relief. 12. PROPRIETARY RIGHTS. Customer acknowledges and agrees that the Devices, the Networkfleet Service and the Networkfleet Website may include patent, copyright, trademark, service mark, trade secrets, or other intellectual property rights (collectively "Proprietary Rights") of Networkfleet, its affiliates or the Service Partners (including, with respect to the Networkfleet Website, materials that may be proprietary to Tele Atlas or its suppliers), and that Networkfleet, its affiliates and/or the Service Partners retain title to and ownership of those Proprietary Rights and any and all improvements, modifications, fixes or enhancements made by or for Networkfleet, its affiliates and/or the Set -vice Partners to the Devices, the Networkfleet Service or the Networkfleet Website, regardless of whether such items or services are created or suggested by Customer. Customer will not copy, modify, reverse -engineer, disassemble or decompile any software or firmware included in any Device or the Networkfleet Website or otherwise provided to Customer by or on behalf of Networkfleet, and will not disclose such software or provide access to the Devices, such software or any Networkfleet Services to any third party for such a purpose. City of Carnel_Networklleet Pilot_ v082515 Page 4 of 5 Networkfleet Confidential 13. MODIFICATIONS; WEBSITE MAINTENANCE. Networkfleet may alter or modify all ar part of the Devices, the Networkfleet Services or the Networkfleet Website from time to time; provided that Networkfleet shall not intend for such alterations or modifications to materially adversely affect Customer's use of the Networkfleet Services or Networkfleet Website. Subject to the foregoing, such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, information, products, services, software or changes in instructions. Networkfleet resents the right to perform scheduled maintenance for the Networkfleet Services and Networkfleet Website from time to time. This may include application and database maintenance as well as general website maintenance and may or may not involve Networkfleet Website and Networkfleet Services unavailability. 14. DATA. Customer represents and warrants that it has all necessary rights and authority with respect to the data collected from Customer and its vehicles and transmitted through Customer's use of the Devices, the Networkfleet Services and the Networkfleet Website ("Business Data") and that Customer approves and grants to Networkfleet, its affiliates and the Service Partners the nonexclusive license and right to collect access, copy and use the Business Data in the course of performing the Networkfleet Services. Customer further grants to Networkfleet and its affiliates the perpetual right and license to use such Business Data as needed to analyze, measure and optimize the performance of Devices and the Networkfleet Services and to develop new offerings for Customer and others, including the development of data products provided, however, that such use of Business Data shall be in an anonymous form. 15. SERVICE PARTNERS. Nothing set forth in a Pilot Order Form or in these Terms and Conditions gives Customer any specific rights with respect to, nor does it create a contract between Customer and the Service Partners. The Service Partners have no legal, equitable or other liability of any kind to Customer, and Customer hereby waives any and all claims or demands therefor. Customer is not a third -party beneficiary of any agreement between or among Networkfleet and the Service Partners, but the Service Partners are intended third party beneficiaries of this Agreement, and the protections set forth in these Terms and Conditions, including, among other things, the disclaimers of warranties, limitations of liability, and indemnification provisions, do apply to the Service Partners. The Networkfleet Website includes aerial, satellite imagery from Digital Globe, one of the Service Partners, as a mapping option. If Customer uses such mapping option, Customer agrees to comply with the terms of use contained in Digital Globe's End User License Agreement displayed at http:(lwww.dig ialulobe.cora'sites.defaulUfiles/dacs(l igitalGlobe Produc t EULA.odf. In the event Customer acquires Compliance, E -Logs or any other services provided by J.J. Keller & Associates ("Keller Services") through Networkfleet, Customer acknowledges and expressly agrees that such Keller Services are subject to separate terms and conditions between Customer and 1.1. Keller & Associates, and that Networkfleet will not accept any liability for Customer's use, inability to use, or any other matters arising from, or related to, the Keller Services. The current end user agreements for Keller Services can be found at: httos:f/www.kellerencompass.comfapp/login/lermsofusc.aspx and www.kel terencompasS.comideviceapp.asox. 16. EXPORT CONTROL. Customer understands and agrees that: (t) the software used in connection with the Service is controlled by U.S. export control taws; (ii) further transfer or export of the software may be subject to U.S. expon control laws or similar laws of other countries; (iii) Customer will abide by such laws; and (iv) Customer will not re-export ar divert the software to a country or activity in contravention of U.S. law. Customer represents and warrant that Customer is not, nor does Customer anticipate being, listed on any U.S. Government, United Nations or other country's prohibited parties list (including, but not limited to the U.S. Department of Commerce Denied City of Cannel_Naworkflcet Pilot_ v082515 Persons List or Entity List and the U.S. Treasury Department's Specially Designated Nationals, Terrorists or Narcotics Traffickers List). 17. GENERAL (a) No amendment, change, modification or waiver to any provision of any Pilot Order Form or these Terms and Conditions will be binding unless signed by an authorized representative of each party. (b) The provisions of a Pilot Order Eorm, including without limitation, these Terms and Conditions, and any action related thereto will be governed and interpreted under the laws of the State of Delaware without giving effect to any conflicts of law principles to the contrary. (c) EACH PART OF THESE TERMS AND CONDITIONS THAT LIMITS LIABILITY, DISCLAIMS WARRANTIES OR GUARANTEES, OR EXCLUDES DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED IN SUCH MANNER. IF ANY REMEDY FAILS TO FULFILL ITS ESSENTIAL PURPOSE, THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES REMAIN IN EFFECT TO THE FULLEST EXTENT PEIUvIITTED BY APPLICABLE LAW. (d) Except as otherwise expressly permitted in these Terms and Conditions, each party must deliver all notices or other communications required or permitted under a Pilot Order Form or these Teens and Conditions to the other party, in the case of Networkfleet to Networkfleet, Inc. at 6363 Greenwich Drive, San Diego, California 92122, aaention: Contract Compliance; e-mail: NWFConlractCompliance@Networkfleet.com; and in the case of Customer at the address listed an the signature page of the Pilot Order Form, by courier, by certified or registered mail (postage prepaid and return receipt requested), electronically with proof of' receipt, or by a nationally -recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party. (e) Customer may not assign, sublease, sublicense or in any way transfer or assign any of its rights and obligations under the Pilot Program Agreement without Nctworkfleet's prior written consent, including by operation of law, change of control, merger or otherwise. (f) These Tcrms and Conditions, together with the Pilot Order Form and any documents or policies referred to herein constitute the entire agreement between Customer and Networkfleet with respect to the Devices and the Networkfleet Services and prevail over all prior or contemporaneous oral and written communications or agreements between Customer and Networkfleet. (g) If any provision of a Pilot Order Form or these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, the enforceability of the remaining provisions of the Pilot Order Form and these Terms and Conditions will not be affected and the unenforceable provision will be deemed modified such that it is enforceable and accomplishes the intention of the parties to the fullest extent possible. 1 have read and agree to the Pilot Program Terms and Conditions Page 5 of 5 Networkfleet Confidential Lt1 ,Alia f-4 CITYO `°° EL JAMES BRAINAItD, MAYOR Dear Board of Public Works Members, Before you is a contract from Verizon Wireless that covers a pilot program for GPS units for ten vehicles in my fleet. The GPS units will monitor the engines and send alerts to us when there are issues and it will follow and map the trucks daily travel routes. There is no cost to the City for this pilot program but they wish to have this contract signed prior to its implementation. Please let me know if you have questions and I thank you for your consideration. Sincerely, Dave Huffman Street Commissioner City of Carmel CAR?IEI. STREET DE,I',vrnutNr 3400 W. 73IsT S Rwr, AVi*rru;ru. IN 46074 OFHGE 317.733.2001 FAX 317.7332005