HomeMy WebLinkAbout2005-066 V nav hak s
HARDWARE, SOFTWARE & INSTALLATION '7
ORDER
❑X Initial Order ❑ Add -on ❑ CDPD Conversion ❑ 1xRTT ❑X GPRS ❑ Other:
Customer (Legal Name of Entity) Contact Name Navtrak Account No,
Indian River County, a political subdivision of the James " Buddy" Akins
State of Florida
Phone Fax E-mail of Contact Person
7724674000 772-7704333 jakins@ircgov.com
Billing Address City State Zip
1840 2e Street (attn : Bldg Division ) Vero Beach FL 32960
Ship to (if dt ferent) street City State Zip
Vehicle Hardware, Mapping Software & Installation Services Ordered
No. of Units Price Total
Mobile Managers : I X 904G 904X 18 450 8 100
Mobile Communicators
Cellular/GPS Antennas : 18 85 1 ,530
ESRI ArcLogistics Route Software , with Navtrak ALR Plug-in 1 15 , 000 151000
ALR/Navtrak Training — 3 Consecutive Days on-site for 3 users 1 61000 61000
Installation : I X By Navtrak By : 18 75 11350
Navtrak Mapping Software I X Single User I I 10-User 1 199 199
Additional Software User Licenses
Subtotal Hardware , Software & Installation Services $ 32, 179
Shipping + included
Sub-Total Including Shipping = $ 32, 179
Sales Taxes , if Any + N/A
Total = $ 32 , 179
Amount Due Now - Hardware, Software & Installation ( 50 %) $ 161089.50
Amount Due Now - Service Subscription Agreement (Separate) + 22102.40
To#sf DAM Now - Payable to AfaIY'IEIF kr IWWAr 18191 .90
Balance Due at Time of Installation for Hardware , Software & Install $ 16,089.50
Additional Terms : This contract provides for the purchase of hardware , the licensing of software and installation
of software and hardware. Please see a separate service subscription agreement of even date herewith for the
terms and conditions of the hosting , airtime and maintenance services to be provided by Navtrak.
[Signature Page Follows]
Page 1 of 2
Navtrak, Inc., 2000 Northwood Drive, Salisbury, MD 21801 800487-2337 Fax. 4104494861 www. Navtrak.net
IN WITNESS WHEREOF the Subscriber and Navtrak have caused these presents to be executed in their names, this 15 day
of February, 2005.
NAVTRAK, INC . BOARD OF COUNTY COMMISSIONERS
A DELAWARE CORPORATION INDIAN RIVER COUNTY, FLORIDA
BY: BY : �j / l r i"tf,`• `
t �a
s W. Duncan, Jr. , Pr ide t Thomas S. Lowther, Ch
u.��� Tr:{r C �C✓
By
osep A. , Co for
c M
WITNESS :
Atte
�
Jeffrey K. Barton, Clerk o ° . „*T%
SERVICE SUBSCRIPTION AGREEMENT
41LC!YUWK Please complete this page in its entirety so there will be no delay in processing.
X Initial Order ❑ Add-on ❑ CDPD Upgrade wireless Service: X GPRS ❑ 1xRTT ❑ Other (Specify) Promo Code:
Subscriber (Legal Name of Entity) Contact Name Navtrak Account No.
Indian River County, FL James " Buddy" Akins , Jr.
Business Address City State Zip Federal Tax No. Dun & Bradstreet ID No.
1840 25' Street Vero Beach FL 32960
Phone Fax &mall of Contact Person Persons to Be Trained to Use Software
772=567=8000 x 268 772=770-5333 jakins@ircgov.com
Billing Address (If different) Billing Contact & Phone Number
Same , but to the attn of: Finance Department
Type of Business SIC Code Subscriber Belongs to which Trade Associations & Buying Groups?
Building Inspectors
Subscriber's Favorite Trade Publications How did Subscriber 1 learn about Navtrak?
Primary Application for Customer or Problem Navtrak Expected to Solve for Customer
Plan use of inspection fleet ; validate that scheduled inspections have taken place
Brand of Accounting Software Used Brand of Dispatch Software Used No. of Vehicles in Entire Fleet
ESRI ArcLogistics Route ( in future) 18
Summary of Monti ly Payments - Beginning 60 days after Contract Date
No. of Units x Payment = Total
FAVUGPS Hosting Service (per month ) 18 $ 33.95 $ 611 .10
Cellular Wireless Airtime 500KB/mo. Other: 18 11 . 99 215. 10
Two-way Text Communication Services - Add-on (per month )
Total Monthly Payments, excluding taxes $ 826.20
SAMUntafY of PaYMWnt Due Now X 2
Last 2 Months ' Payments = $ 11652.50
Wireless Airtime Activation Fees (onentime fee per unit) 1 18 $ 25.00 1 + 450.00
Dae /Mow - Check Payable to /Msvtrak Inc. _ $ 2, 102 .40
Subscriber Acknowledgements & Special Terms : (Initials: )
We have read , understood, and accepted the terms of this Contract, including the General Conditions (page 3 ) and
agree to pay the charges detailed herein .
We understand that our first payment will be due 60 days from the date of this Contract. If our vehicle hardware
and mapping software are installed earlier, there will be no charges for service beforehand (i .e. , service will be
"free"). If installed later, we will receive no service credits from Navtrak.
Our computer has at least the following minimums : Pentium II, 223 MHz, 128 MB RAM , Windows 2000 or later, 8 MB
video card . We will arrange firewall access for the Navtrak software installation & internet connection .
We have delivered a check payable to Navtrak for the amount DUE NOW as set forth above .
special Terms or instructions: This contract provides for hosting, airtime and maintenance services to be provided by
Navtrak. Please see a separate hardware, software and installation order of even date herewith for the terms and
conditions of the purchase of hardware , the licensing of software and installation of software and hardware.
[Signature Page Follows]
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Navtrak, Inc., 2000 Northwood Drive, Salisbury, MD 21801 800=7874337 Fax. 4104494861 www. Navtrak. net
IN WITNESS WHEREOF the Subscriber and Navtrak have caused these presents to be executed in their names, this .9 day
of February, 2005.
NAVTRAK, INC. BOARD OF COUNTY CONMUSSIONERS
A DELAWARE CORPORATION INDIAN RIVER COUNTY, FLORIDA
BY: BY: t 4: � a=, ,,
es W. Duncan, Jr , ident Thomas S. Lowther, G� `
By
alyd, C$U#lty ' 1 4I.WITNESS : i �-' Attjj!B
/./A'/ Jeffrey K. Barton,
Indian River County Approved Date
Administration
Budget
Co. Arty. 1
Risk Management
WMON . DC1/ aLA7
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GENERAL CONDITIONS OF THE SERVICE SUBSCRIPTION AGREEMENT BETWEEN NAVTRAK & SUBSCRIBER
%1 . PARTIES. This Contract is between Indian River County, a political subdivision of the State of Florida, (hereinafter the "Subscriber';you" and "your)
& Navtrak, Inc. ( 1ve" and
"our) .
2 . OUR SERVICE & HOW IT WORKS. In consideration of the monthly subscription fees as set forth on Page 1 of this Contract, we will provide our standard
automatic, web-
enabled vehicle location hosting service to you during the term of this Contract, as well as two-way text communications service it you pay for it. Fees for
service for add-on units
will be at our then-current rates unless otherwise agreed in writing. As long as your vehicle is equipped with a Navtrak Mobile Manager® & appropriate
antenna, operates within
the coverage area of the Carrier (defined below) providing Airtime (defined below) & maintains line-of-sight access to the GPS satellites, you can monitor
the location & activities
of your vehicle & can transmit data to & from it at anytime through the Internet.
a. NAVTRAK will install the following equipment in eighteen (18) vehicles designated by the County (See separate list of vehicles, with names/numbers
and tag numbers to
be provided at the time of installation) .
b. All of the above equipment shall be installed and operating in good working order within 60 days from the date of the last signature on this
contract. All installations shall
be performed in a workman like manner by trained, experienced, qualified NAVTRAK technicians.
C. NAVTRAK shall install any software or programming necessary on computers supplied by the County for the smooth operation of the system and service.
d . NAVTRAK shall provide three (3) consecutive days of on-site training in one location to train the County employees who will be using the system
and service as to its
operation. NAVTRAK shall supply trained , experienced, qualified personnel to County for training purposes in Indian River County. Additional training is
available from
Navtrak from time to time at the request of Subscriber, to be billed to Subscriber at Navtrak's then current rates for same.
e. NAVTRAK shall maintain , service and repair all equipment provided to County during the term of this contract. Subscriber has reviewed a copy of
the Navtrak warranty
and Navtrak's rates for non-warranty service. Warranty services will be provided by NaArak without cost to Subscriber as set forth therein . Non-warranty
services will
be billed to Subscriber at Navtrak's then-current rates as incurred. The County shall replace any equipment damaged by its own negligence.
f. NAVTRAK shall supply support and advice to County via a toll free phone number. NAVTRAK shall respond to all inquiries prior to the close of the
business day, if the
request for support is submitted to NAVTRAK before 12 noon . NAVTRAK shall respond to all inquiries prior to 12 noon of the following business day if
the request for
support is submitted to NAVTRAK before 5:00 pm of the previous day.
g . Between the time period beginning on the date we receive payment for the hardware and installation and ending on the 120th day after the contract
is signed,
Subscriber can cancel this contract upon written notice to NAVTRAK and Subscriber shall incur no additional liability under this agreement, provided that
all equipment
and software licenses are returned to NAVTRAK in working order.
3. TERM & EARLY TERMINATION. The term begins on the Contract Date & ends 38 months later, regardless when the Mobile Managers are installed. There
are no charges for
our hosting service during the first 2 months. The Contract automatically renews from year to year after the end of the term at our then current rates
unless terminated by either
of us as set forth below. You have the right to terminate this Contract effective at the and of the 14th month & again at the end of the 26th month
provided that you give us 30
days' advanced written notice & pay us an early termination fee in the amount of $200 per vehicle monitored . In lieu of the per-vehicle earty termination
fee, we will accept the
return to us of the Mobile Manager for the vehicle terminated within 30 days after the termination date, provided that the Mobile Manager is found to be
in working order when
received by us. We may suspend service to you under this Contract upon request of any leasing company from which you have leased Mobile Managers. The
advanced
payments will be applied against the last months of the Contract.
4. WIRELESS SERVICE . We will provide cellular wireless service ("Airtime') to you during the term of this Agreement at the rate set forth on page 1 , plus
all applicable
governmental taxes surcharges and fees. We will purchase the Airtime from one of several wireless service carriers (the "Carder"). You agree that we may
activate the selected
wireless service with the Carrier of our choice. The Carrier is not a party to this Contract, but you agree not to take any action or fail to take any
action that would cause us to
breach the agreement between us and the Carrier. Unless otherwise noted on page 1 , your service allows for the monthly transmission of 500 kilobytes (KB)
of data times the
number of vehicles subject to this Contract. Two-way data communication services require larger Airtime plans. Excess usage each month will be billed to
you at $0.02 per KB
when we are billed by the Carrier. Roaming charges may apply if your vehicles travel outside your home service area and roaming capability is activated.
At your request, we
will provide you with maps of your home service area & with information about roaming charges. The Carrier's monthly billing period to us for your Airtime
usage will not coincide
with our monthly billing period to you . You agree that we may bill you during our normal billing period for estimated Airtime usage by you , subject
to subsequent revision for
roaming charges, excess usage and pro-ration , provided that we do so for all subscribers on a consistent basis. We are not responsible for providing Airtime
usage or billing
credits to you that we cannot obtain from the Wireless Carriers.
5. PAYMENTS, BILLING DISPUTES & OBLIGATION TO PAY. All payments under this agreement shall be made in compliance with the Florida Prompt Payment Act,
§218.70
FS , including payments for hosting service, Airtime and out-of-warranty repair or replacement services that we provide to you (at our normal rates) , including
any sales or use
taxes, access and other fees required by law to be paid on any of our services or on Airtime.
6. LIMITATION ON WARRANTY & INHERENT PERFORMANCE LIMITS OF WIRELESS TECHNOLOGY & SERVICES. We make no warranty as to the quality or function of any
sensors, switches, panic buttons, engine kill switches & similar ancillary equipment that may be installed along with, connected to or activated through our
Mobile Managers and
we provides no assurance that: a) such ancillary equipment will function as intended; b) when connected to the Mobile Manager such equipment and/or the Mobile
Manager will
generate the alarm , transmit the data, indicate activation or activate any action on the vehicle as intended; or c) any such alarm, data transmission or
indication of activation will
be sent to our servers, received by our servers, forwarded by our servers to you or received by you. WE DO NOT GUARANTEE RECEPTION DUE TO TERRAIN ,
ELECTRICAL
FAILURE , LIMITATIONS OF WIRELESS COVERAGE OR OTHER CONDITIONS BEYOND OUR CONTROL. WE SHALL NOT BE LIABLE TO YOU FOR LOSS OF SERVICE
AS A RESULT OF ACTS , ERRORS OR OMISSIONS OF YOUR EMPLOYEES OR AGENTS OR FROM THE CARRIER'S FAILURE TO PROVIDE SERVICE . IN NO EVENT
WILL WE BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE OUR SERVICE ,
SOFTWARE OR HARDWARE. OUR LIABILITY UNDER THIS CONTRACT SHALL BE LIMITED SOLELY TO TERMINATION OF THIS CONTRACT & THE FORFEITURE OF
ANY UNPAID SUBSCRIPTION CHARGES .
7. YOUR INDEMNIFICATION & WAIVER. To the extent allowed by law. YOU WILL DEFEND, INDEMNIFY & HOLD US , OUR ASSIGNEES, DEALERS HARMLESS FROM &
AGAINST ALL CLAIMS, COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, DAMAGES, JUDGMENTS, VERDICTS , SETTLEMENT AMOUNTS & LIABILITIES
ARISING OUT OF OR RELATED TO OUR SERVICE OR ITS USE BY YOU . NO AGENT OF OURS MAY CHANGE THE TERMS OF THIS WARRANTY & LIMITATION OF
LIABILITY.
8. YOUR INSURANCE. Intentionally Omitted .
9. ASSIGNMENT/TRANSFER BY NAVTRAK. WE MAY TRANSFER OUR INTEREST IN THIS CONTRACT, IN WHOLE OR IN PART, WITHOUT YOUR CONSENT, NOT TO BE
UNREASONABLY WITHHELD OR DELAYED. YOU SHALL PAY THE SUBSCRIPTION FEES & ANY OTHER AMOUNTS DUE UNDER THIS CONTRACT AS DIRECTED BY
US OR SUCH TRANSFEREE . SUCH TRANSFEREES SHALL BE ENTITLED TO ENFORCE THE RIGHTS SO TRANSFERRED AGAINST YOU .
10. SUBSCRIPTION FEE CREDITS. We will issue you a credit against your next bill in the event information from your vehicle is not accessible to you
through no fault of yours,
your employees or agents or the Carrier (a "Service Failure') provided that the following conditions have been met: a) You have notified our Technical Support
Dept of a
suspected Service Failure at 800-787-2337, identified the vehicles involved, & received from us a trouble report case number for your records; b) The Service
Failure persists for
more than 7 days after the later of: 1 ) Your report of the suspected Service Failure, or 2) if access to the vehicle is required, the date the vehicle
has been made available to us;
c) We reasonably eliminate tampering by your employees & the Carrier as the cause of the Service Failure; and d) You provide us with access through your
computers' or
network's firewall with the knowledge and consent of your Computer Services Department. The credit shall be $1 .25 per day per vehicle with a Service Failure
dating from the
date you report the Service Failure, not from the date of the Service Failure.
11 . MISCELLANEOUS. a) All agreements, representations, indemnities & warranties contained in this Contract shall survive termination ; b) This Contract
constitutes your legal,
valid & binding agreement & shall be binding upon & inure to the benefit of our respective successors & assigns; c) This Contract shall be governed by
the laws of Florida ; d)
Jurisdiction & venue with respect to this Contract shall be in Indian River County, Florida, or if in Federal court, the Southern District of Florida; e)
; You authorize us to investigate
& evaluate your credit history & financial responsibility; f) The terms of this Contract shall be subject to the rules & regulations of all federal , state
& local laws & regulations under
which either of us or the Carrier may be regulated; g) This Contract constitutes the entire agreement between us & no covenant or condition or any other
part of this Contract
may be waived except in writing signed by the parties; h) Failure by either of us to enforce any of provisions or a waiver thereof in any instance shall
not be construed as a
general waiver on its part of any such provisions & the same shall be & remain in full force & effect; i) If any of provisions shall be determined
to be unenforceable by any court
of competent jurisdiction then such provision shall be deemed to be excluded & the remainder of the Contract shall remain in full force & effect.
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