HomeMy WebLinkAboutPR 15615: CELL MORE COMMUNICATIONS - CITY VEHICLE GPSMEMORANDUM
PUBLIC WORKS DEPARTMENT
TO: Stephen B. Ftzgibbons, City Manager
FROM: Ross E. Blackketter, P.E., Director of Public Works
SUBJECT: P. R.# 15615, Cell More Communications for City Vehicle GPS
DATE: 10 November 2009
RECOMMENDATION:
It is recommended that the City Council approve Proposed Resolution No. 15615 authorizing the
City Manager to execute an agreement with Cell More Communications of Houston, Texas to
provide a GPS Fleet Tracking System for City Vehicles for an amount of $161,320. Funds are
available in CIP914, 303-1601-591.92-00.
BACKGROUND:
Purchasing advertised a Request for Proposals for a GPS Fleet Tracking System for City Vehicles
on July 5 and July 12, 2009, with 13 responses received and opened on July 22, 2009. These
responses were evaluated by City Staff and narrowed down to two companies. These two were
then requested to provide equipment for five (5) vehicles each for testing and evaluation.
Based on these tests, Cell More Communications of Houston, Texas was selected. Cell More
has submitted a proposal to provide equipment and installation for 218 City vehicles for the
amount of $95,920. In addition, there is a monthly software hosting fee of $25 per vehicle for
$5,450 per month or $65,400 per year. This brings the total for this purchase to $161,320.
BUDGETARY/FISCAL EFFECT:
Funds are available in CIP914, 303-1601-591.92-00.
EMPLOYEE/STAFF EFFECT:
None.
It is recommended that the City Council approve Proposed Resolution No. 15615 authorizing the
City Manager to execute an agreement with Cell More Communications of Houston, Texas to
provide a GPS Fleet Tracking System for City Vehicles for an amount of $161,320. Funds are
available in CIP914, 303-1601-591.92-00.
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Ross E. Blackketter, P.E.
Director of Public Works
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P.R. 15615
11/09/09 reb
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH CELL MORE
COMMUNICATIONS OF HOUSTON, TEXAS FOR THE
PURCHASE OF VEHICULAR GPS IN THE AMOUNT OF $95,920
AND ANNUAL SOFTWARE SERVICE IN THE AMOUNT OF
$65,400 FOR A TOTAL AMOUNT OF $161,320; CIP914 303-
1601-591.92-00.
WHEREAS, in the interest of providing proper tracking and maintenance of City
vehicles, a Request for Proposals for a GPS Fleet Tracking System for City Vehicles was
advertised with 13 responses; and,
WHEREAS, the responses were evaluated by City staff and narrowed to two proposals
for testing and evaluation; and,
WHEREAS, Cell More Communications has been selected to provide this equipment and
service, based on the reliability and types of reports available; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR:
THAT the City Managar is t,prpr,~r~:~ed to e3Eeeute~an-agT-eement~p9th-EE:11-po'torET-----
Communications of Houston, Texas (attached as Exhibit "A'~ to provide and install GPS tracking
equipment on City vehicles for the amount of $95,920, to provide monthly software hosting for
the annual amount of $65,400, for a total amount of $161,320, funding being available in
CIP914 303-1601-591.92-00; and,
THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City
Council.
READ, ADOPTED, AND APPROVED this the _ day of A.D. 2009
at a meeting of the City of Port Arthur, Texas hY the following vote:
AYES: Mayor
P.R.15615
Page 2
Councilmembers:
Mayor
ATTEST:
Gty Secretary
APPROVED AS TO FORM:
City Attorney C ~ C+i N
---- ~P TION: APPROVED AS TO AVAILABILITY
OF FUNDS:
Stephen B. Fitzgibbons
City Manager
Deborah Echols, CPA
Director of Finance
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Ross E. Blacldcetter, P.E. e
Director of Public Works
Shawna Tubbs
Purchasing Manager
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Cell More Communications GPS & Diagnostics Terms 8 Conditions
Please read this agreement carefully ("Cell More Communications Terms & Conditions) that governs your use of the
Cell More Communications device and your receipt of the Cell More Communications ("Service") from Cell More
Communications ("Cell More Communications", 'tive", "us"). The Cell More Communications device and the Cell
More Communications Service are collectively referred to as the `Cell More Communications.° Cell More
Communications has a contractual agreement with Networkfleet and functions as a value-added reseller of all
Networkfleet products and services. All reference here forth to Cell More Communications services and/or systems
will be interchangeable with "Networkfleet' services and/or systems.
1. Right to Use the Cell More Communications System. Subject to these Cell More Communications Terms
and Conditions, Cell More Communications grants you anon-exclusive right to use the Cell More
Communications System and its software ("Software') provided to you as part of this Service for the
purposes described in these Cell More Communications Terms and Conditions.
2. Refunds. YOU UNDERSTAND THAT IT IS OUR POLICY NOT TO REFUND ALL OR ANY PART OF
SUBSCRIPTION FEES PAID TO US.
3. Services offered by Cell More Communications. As a part of the service Cell More
CommunicationsMetworkfleet will periodically collect data from the Cell More Communications installed in
your vehicle (your "System Data") and provide this data in a usable form to you through a Web site located
at: Networkfleet.com (our °Site"). Our Site offers you access to a number of services which may change from
time to time but currently include: transmitting locations-based Global Positioning System ("GPS") data to
determine your vehicle's loption (for emergency/roadside assistance and stolen-vehicle recovery); "Asset
Tracker° (a service that allows you or som on authorizers by yrn t`n inr~,te yn h cle_usin~ nuuc-Sfiq~ -.S ~
Onboard Technician" (a service that informs you if your Cell More Communications System detects a
potential problem with your vehicle and provides a summary of your vehicle's diagnostics as read by the Cell
More Communications GPS & Diagnostics System; "Service" (a web page that displays your vehicle's
service history); and "Recalls" (a service that alerts you to your vehicle's recalls as determined by the
National Highway Traffic Safety Administration). Any changes to the Service will be posted on our Site.
a. NOTICE: IN ORDER TO USE THE SERVICE AND OUR SITE, YOU AGREE TO BE BOUND
BY OUR WEB SITE PRIVACY POLICY AND WEB SITE TERMS AND CONDITIONS OF USE,
BOTH OF WHICH YOU CAN ACCESS ON OUR SITE AND WHICH MAY CHANGE FROM
TIME TO TIME. IF WE CHANGE OUR WEB SITE PRIVACY POLICY OR WEB SITE TERMS
AND CONDITIONS OF USE IN ANY MATERIAL WAY, WE WILL NOTIFY YOU AT LEAST
SIXTY (60) DAYS IN ADVANCE OF SENDING A NOTICE TO THE EMAIL ADDRESS
ASSOCIATED WITH YOUR Cell More Communications System.
4. Services Offered by Others. Your System Data includes diagnostic and location based date that is
collected from your Cell More Communications System and transmitted to a secure (as described in Section
8) website. Automotive service providers, such as automotive dealers and mechanics (collectively refered
to herein as "Dealers") and emergencylroadside assistance providers (collectively referred to herein as
"Roadside Assistance Providers") may use this data as follows:
a. Your dealer may analyze vehicle diagnostic information from your Stem Data to: Q) provide you
with email updates, customer service telephone calls or other notification regarding your
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vehicle; (ii) recommend that you bring your vehicle in of or automotive service, tune-ups or
repairs; and (iii) provide you with other vehicle-related service (collectively, "Dealer Services").
b. If you request Roadside Assistance Provider services, the Roadside Assistance Provider may
use your data to determine your vehicle's location for roadside assistance or to track a stolen
vehicle ("Location-Based Services")
c. NOTICE: YOU ACKKOWLEDGE THAT CELL MORE COMMUNICATIONS IS NOT
RESPONSIBLE FOR OR LIABLE FOR DEALER SRVICES OR LOCATION-BASED
SERVICES.
d. NOTICE: YOUR PLAN INCLUDES FOUR (4) ANNUAL COMPLIMENTARY SERVICE CALLS
PER YEAR FOR A SPECIFIC VEHICLE CONTAINING A CELL MORE COMMUNICATIONS
SYSTEM. THE COMPREHENSIVE LIST OF ROADSIDE ASSISTANCE SERVICES AS
FOLLOWS:
SERVICES PROVIDED BY ROADSIDE ASSISTANCE PROVIDER
a. TOWING
b. JUMPSTART
c. LOCKOUT
d. FLUID DELIVERY
f. WINCHOUT
II. RESTRICTIONS ON ROADSIDE ASSISTANCE
a. THE ROADSIDE ASSISTANCE PROVIDER WILL ARRANGE FOR A
MEMBER'S VEHICLE TO BE TOWED, AT NO EXPENSE TO THE
MEMBER, TO A LOCATION NOT MORE THAN 25 MILES FROM THE
SPOT WHERE THE TOW ORIGINATED. ANY DISTANCE IN EXCESS OF
25 MILES WILL BE PAID FOR BY THE CUSTOMER TO THE ROADSIDE
ASSISTANCE SERVICE PROVIDER.
b. THE ROADSIDE ASSISTANCE SERVICE APPLIES TO THE VEHICLE
WHICH HAS A CELL MORE COMMUNICATIONS INSTALLED, NOT TO A
CELL MORE COMMUNICATIONS CUSTOMER
c. YOUR SERVICE INCLUDES FOUR (4) SERVICE CALLS PER YEAR. YOU
WILL BE FULLY CHARGED BY THE ROADSIDE ASSISTANCE SERVICE
PROVIDER FOR EVERY SERVICE CALL IN EXCESS OF FOUR (4) PER
YEAR.
d. ROADSIDE ASSISTANCE IS FOR LIGHT DUTY VEHICLES ONLY (GVW
UNDER 50,000 LBS and 40 feet in length)
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e.THE AMOUNT OF ANY ADDITIONAL SERVICE CALLS WILL VARY
DEPENDING ON THE TYPE OF ASSISTANCE RENDERED AND/OR THE
DISTANCE A MEMBER'S VEHICLE IS TOWED.
5. Notices Regarding Location-Based Data
a. CELL MORE COMMUNICATIONS, ITS PARTNERS, AFFILIATES, AND THEIR RESPECTIVE
DIRECTORS, OFFICERS AND EMPLOYEES (INDEMNIFIED PARTIES") SHALL NOT BE LIABLE
FOR ANY CLAIMS, LOSS, DAMAGES, OR COSTS WHATSOEVER THAT MAY RESULT FROM
YOUR LOSS OF PRIVACY OR YOUR OR ANYONE ELSE'S USE OF THE LOCATION BASED
DATA.
b. Cell More Communications and Indemnified Parties shall not be liable for the accuracy of any maps
or mapping software used to display location-based data.
c. You understand that the Cell More Communications System uses wireless means to transmit the
location based data, and thus privacy cannot be guaranteed. Cell More Communications will use
commercially reasonable efforts to protect the data and will treat it as described in Section 8.
d. Cell More Communications reserves the right to restrict your access to the location-based data if it
is determined that it is being used improperly or in contravention of these Cell More
Communications Terms and Conditions.
6. PRIVACY. WE WILL ONLY DISCLOSE YOUR PERSONALLY IDENTIFIABLE INFORMATION TO
-- OTHERS TO PROVIDE SERVICE AS DESCRIBED IN SECTIONS 4 AND 5 AND WHEN REASONABLY
against legal claims; (iii) protect the ri hts, dtlens {+r}defend -
g property, and safety of Cell More Communications, our
customers, or others; (iv) respond to court order, subpoena, or other legal process; or (v) notify law
enforcement authorities of any activities that we, in good faith, believe to be unlawful.
a. Vehicle Tracking. As described in Section 4, location based data transmitted by your Cell More
Communications System may be used by a Roadside Assistance Provider for purposes relating to
roadside assistance or recovery of a stolen vehicle
b. Aggregated Data - We may combine your System Data with that of our other customers to share in
an aggregated, non-personally identifiable form with certain third parties, some of whom provide
services to your Dealer, Roadside Assistance Provider or Cell More Communications. We may
also compile your System Data and Subscription Data with that of our customers to analyze for our
internal purposes to improve the Celi More Communications System and cur Service.
PROTECTION OF DATA. The Cell More Communications System employs industry-recognized information
technology to protect the security of the System Data, the Subscription Data and the Personally Identifiable
Data that the Cell More Communications GPS 8 Diagnostics System collects from your vehicle. Our secure
servers protect this information using password protection and advanced encryption, and we may use
firewall technology for additional protection. Furthermore, all of the System Data Subscription Data and
Personally Identifiable Date we collect are protected against unauthorized access by physical secudy
means.
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Notice: IN ORDER TO USE THE SERVICES, YOU UNDERSTAND THAT THE Cell More
Communications GPS and Diagnostics System WILL USE COMMERICALLY REASONABLE
EFFORTS TO PROTECT THE DATA. HOWEVER, YOU ACKNOWLEDGE THAT THERE CAN BE NO
ASSURANCE THAT THESE SECURITY MEASURES WILL PREVENT THIRD PARTIES FROM
INTERCEPTING DATA TRANSMITTED BY WIRELESS TRANSMISSION THROUGH A CELLUAR
NETWORK.
Personal Identification Numbers (PIN), Passwords and Secret Questions. A PIN, password or "secret
question" may be required to access the Software and location-based data described above in Section 7.
You can change these at any time by contacting Networkfleet or by accessing the Networkfleet website.
Failure to protect your PIN, password or secret question, or improper use of the same, may result in
termination of the service. You acknowledge that you accept full responsibility for the use and protection of
your PIN, Password, or secret question, and that Cell More Communications is not responsible if an
unauthorized party uses these in anyway. You also consent that vendors working with Cell More
Communications and Networkfleet (e.g., those providing roadside assistance) may use your PIN, password,
or secret question, and accept full responsibility for any services performed or data that may be accessed
resulting from using these wnstructs.
9. SURVEYS. By becoming a Cell More Communications user, you agree that we may contact you by a-mail
and mail to invite your participation in surveys regarding your use, experience, enjoyment and acceptance of
the Cell More Communications System and Service.
10. Restrictions on Use of the Cell More Communications System: You agree that you shall not (and you shall
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Communications System or the Software; (ii) remove any product identification or other notices or
trademarks on the Cell More Communications System or the Software; or (iii) modify the Cell More
Communications System or the Software in any manner, incuding, modifying the Software or incorporating
the Software into or with other software.
11. PAYMENT. You agree to pay all tees due for the Cell More Communications System and Service, including
applicable sales/use taxes, to Cell More Communications. Monthly Monitoring Service subscription plan fees
(Minimum twelve (12) month service term required) will be paid directly to Cell More Communications as
specified in the monthly invoice. Payment is due net fifteen days, delinquent at 30 days. You should avoid
service interruption by submitting payment before your account is considered delinquent. Failure to pay in a
timely manner will be considered a violation of these Tertns & Conditions. You may choose to authorize
electronic transfers tc pay for the monthly service fee. Credit card payments are accepted. IN CASE OF
ANY SERVICE OR BILLING DISPUTE, YOU MUST NOTIFY US IN WRITING NO LATER THAN 60 DAYS
AFTER THE DATE OF THE ALLEGED BILLING ERROR. FAILURE TO DO SO MAY WAIVE YOUR
RIGHT TO FURTHER CONTEST THE DISPUTE. PLEASE INCLUDE YOUR ACCOUNT NUMBER AND A
BRIEF SUMMARY OF THE DISPUTE. Notices or Billing Questions may be sent to, Attention: Customer
Service, Cell More Communications, 14655 Northwest Freeway, Suite 105, Houston, TX 77040.
a. Current pricing schedule is attached hereto as "schedule A"
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12. Tertn and Termination. Your right to use the Cell More Communications System and the Cell More
Communications Service begins on the date that you sign the Cell More Communications registration form
and lasts for the applicable term. After that, you may continue to use the Cell More Communications
System and Service by paying the applicable fees for the renewal Service subscription plan selected by you.
The initial term and any renewal period are referred to as the "Term". YOU MAY NOT CANCEL THIS
AGREEMENT, OR YOUR OBLIGATION TO FULLY PAY FOR THE CELL MORE COMMUNICATIONS
SYSTEM AND SERVICE, DURING THE TERM. You may however, transfer the Cell More Communications
Terms and Conditions by returning your Cell More Communications System to Cell More Communications
and follow the procedures set forth below. Upon expiration or termination of the Cell More Communiptions
Terms and Conditions, the provisions of Sections 5-16 shall survive. Cell More Communications, in its sole
discretion, may immediately terminate your right to use the Cell More Communications System, to receive
the Service and to have an account on our Site if you fail to comply with any term of the Cell More
Communications Terms and Conditions, or have violated the law or the rights of Celf More Communications.
13. Transfer and Deactivation. Your CELL MORE COMMUNICATIONS System transmits your vehicle's
location and diagnostic information, and is associated with an account that includes personal information
such as your name, address, telephone number, a-mail address, usemame and password. If you wish to
transfer the CELL MORE COMMUNICATIONS System to another vehicle owned by you, you agree to have
it moved from one vehicle to another vehicle in accordance with the most recent deadivatioNtransfer policy
posted on our Site. The policy, which may change from time to time, currently provides that you agree to
notify CELL MORE COMMUNICATIONS that you are transferring your CELL MORE COMMUNICATIONS
System and Service by calling CELL MORE COMMUNICATIONS at (713) 462-9966 and pay CELL MORE
COMMUNICATIONS then curent, applicable transfer fee. The balance of your applicable subscription term
will be transfered to the new vehice. Please contact CELL MORE COMMUNICATIONS to determine the
transfer fee to be charged by CELL MORE COMMUNICATIONS. If you transfer your vehicle and CELL
MORE COMMUNICATIONS Service to a "buyer" (e.g., someone who purchases your vehice), you must
also deactivate (stop) your CELL MORE COMMUNICATIONS System and Service by calling CELL MORE
COMMUNICATIONS at (713) 462-9966, but you will not be able to Vansfer the balance, if any, or your
--subscription-terrtr. - ~
information. CELL MORE COMMUNICATIONS will assume no liability arising from or related to any Service
interruptions or your loss of privacy resulting from your failure to transfer or deactivate your Service
according to CELL MORE COMMUNICATIONS transfer polices located at: www.Networkfleet.com Your
failure to propedy notify CELL MORE COMMUNICATIONS may make you liable for any privacy claims
resulting from your failure to deactivate or improper deactivation of the Service. CELL MORE
COMMUNICATIONS shall not be liable for any claims, loss, damages, or costs that may result from a third
party's loss of privacy resulting from your failure to deactivate the service as described above.
14. Compliance with Laws. Regarding CELL MORE COMMUNICATIONS System, you agree to comply with
all applicable laws, statutes, ordinances, regulations, including but not limited to all applicable export laws,
restrictions, national secudty controls and regulations of the United States and other applicable foreign
agencies or authorities, and not export or re-export, or allow the export or re-export of the CELL MORE
COMMUNICATIONS System or any copy or direct product thereof or information or technology you obtain
or team pursuant to the CELL MORE COMMUNICATIONS Terms and Conddions in violation of any such
restrictions, laws or regulations.
15. Copyright The Software in the CELL MORE COMMUNICATIONS System and any associated
documentation that CELL MORE COMMUNICATIONS provides to you is protected by copyright.
Networkfleet retains title to the Software and any associated documentation. You may not copy or otherwise
5535 Memorial Dr. Ste. F-451
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use the Software and any associated documentation, in whole or part, except as permitted by TX Tenns and
Conditicns.
16. Limited Warranty. This warranty gives you specifc legal rights and you may have other rights which vary
from state to state. CELL MORE COMMUNICATIONS warrants that, at CELL MORE COMMUNICATIONS
discretion, it will either replace or repair without charges the CELL MORE COMMUNICATIONS System
installed in your vehicle if this unit proves to be defective in material or workmanship within one (1) year from
the date of installation. Please contact CELL MORE COMMUNICATIONS in order to repair or replace your
CELL MORE COMMUNICATIONS System. You must provide a dated proof of purchase to CELL MORE
COMMUNICATIONS in order to have your CELL MORE COMMUNICATIONS System repaired or replaced.
CELL MORE COMMUNICATIONS System and parts which have been replaced become the property of
CELL MORE COMMUNICATIONS and at the option of CELL MORE COMMUNICATIONS may be removed
or deactivated. INSTALLATION OR ATTEMPTED REPAIR BY ANY UNAUTHORIZED PERSON OR
ENTITY WILL RENDER THIS WARRANTY NULL AND VOID. ANY CELL MORE COMMUNICATIONS
System THAT MALFUNCTIONS AFTER THE EXPIRATION PERIOD THE WARRANTY WILL BE
REPLACED OR REPAIRED AT THE OWNERS EXPENSE. IN THE EVENT THAT A CELL MORE
COMMUNICATIONS System PRODUCT PROVES TO BE DEFECTIVE IN MATEIRAL OR
WORKMANSHIP WITHIN THE WARRANTY PERIOD, THE PURCHASERS SOLE REMEDY SHALL BE
REPAIR OR REPLACEMENT AS PROVIDED ABOVE.
17. Disclaimers. YOU ACKNOWLEDGE THAT THE Cell Mare Communications System IS A WIRELESS
SYSTEM AND THAT
THE Cell More Communications System CANNOT COLLECT DATA FROM THE Cell More
Communications System ONCE IT TRAVELS BEYOND A CERTAIN RANGE. Cell More Communications
DOES NOT WARRANT THAT THE RECEIPT OF DATA FROM THE Cell More Communications System
WILL BE UNINTERRUPTED OR THAT THE TRANSMISSION OF DATA FROM Cell More Communications
System TO OUR SITE WILL ALWAYS BE TIMELY. YOU ACKNOWLEDGE THAT NEITHER THE Cell More
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DETECT ALL VEHICLE PROBLEMS, GUARANTEE THAT YOUR VEHICLE WILL NOT BREAK DOWN OR
GUARANTEE THAT YOU WILL NOT INCUR VEHICLE REPAIR BILLS. YOU ACKNOWLEDGE THAT THE
Cell More Communications System SHOULD NOT BE USED IN LIEU OF A VEHICLE WARRANTY OR
STANDARD VEHICLE MAINTENANCE. YOU ACKNOWLEDGE THAT THE Cell More Communications
System DOES NOT DETECT FAILURES IN INTERNALLY LUBRICATED PARTS AND SYSTEMS NOT
MONITORED BY YOUR VEHICLE'S COMPUTER. YOU ACKNOWLEDGE THAT IF THE LOCATION-
BASED DATA OR LOCATION-BASED SERVICES ARE USED TO ATTEMPT TO LOCATE A VEHICLE
(E.G. A STOLEN VEHICLE), Cell More Communications DOES NOT GUARANTEE THAT THE VEHICLE
WILL BE SUCCESSFULLY LOCATED AND/OR RECOVERED. IN THE EVENT THE Cell More
Communications System OR THE SERVICE IS NOT ACTUALLY AVAILABLE OR IS NOT FUNCTIONING
PROPERLY, WE SHALL HAVE THE RIGHT TO REFUSE TO PROVIDE A REPLACEMENT Cell More
Communications System OR SERVICE. WHILE WE ENDEAVOR TO PROVIDE THE MOST ACCURATE, UP-TO-
DATE DATA AVAILABLE, DATA WE COLLECT FROM THE CeII More Communications System INSTALLED IN
YOUR CAR MAY, AT TIMES, CONTAIN TECHNICAL INACCURACIES OR ERRORS, AND MAY BE CHANGED OR
UPDATED WITHOUT NOTICE. IXCEPT AS IXPRESSLY SET FORTH HEREIN, THE Cell More Communications
System AND THE SERVICE ARE PROVIDED BY US ON AN °AS-IS" BASIS. TO THE FULL EXTENT
PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED T0, IMPLIED WARRANTIES OF
NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE Cell
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More Communications System AND THE SERVICE, AND THE DATA (INCLUDING ITS ACCURACY AND
AVAILABILITY), SERVICES OR MATERIALS INCLUDED OR OFFERED AS PART OF THE SERVICE. The above
warranty gives you specific legal rights, and you may also have other rights that may vary from state to
state. Some jurisdictions do
not allow the exclusion or limitation of implied warranties, so the above limitation or exclusions may not
apply to you. Please contact Cell More Communications if you have any questions or need further
information.
18. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW NEITHER Cell More
Communications (INCLUDING THE INDEMNIFIED PARTIES), NOR OUR WIRELESS DATA
COMMUNICATIONS SERVICE PROVIDER, SHALL HAVE ANY LIABILITY OF ANY KIND FOR ANY
DAMAGES OTHER THAN ACTUAL DAMAGES DIRECTLY AND PROXIMATELY RESULTING FROM THE
FAILURE, DELAY, OR NONPERFORMANCE OF THE SERVICE, OR WITH RESPECT TO ANY SUBJECT
MATTER OF THE Cell More Communications TERMS AND CONDITIONS. THE MAXIMUM COLLECTIVE
LIABILITY OF Cell More Communications AND OUR WIRELESS PROVIDER FOR SUCH DAMAGES
SHALL BE LIMITED SOLELY TO ONE HUNDRED DOLLARS ($100). NEITHER Cell More Communications
(INCLUDING THE INDEMNIFIED PARTIES) NOR OUR WIRELESS PROVIDER SHALL HAVE ANY
LIABILITY, DIRECTOR INDIRECT, FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING WITHOUT LIMITAION LOST PROFITS, LOSS OR GOODWILL, WORK STOPPAGE,
VEHICLE OR VEHICLE COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, OR OTHER
COMMERCIAL LOSS) DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF YOUR
INABILITY TO USE THE SERVICES OR EQUIPMENT OR SOFTWARE, EITHER SEPARATELY OR IN
COMBINATION WITH ANY OTHER SERVICES, FACILITIES, EQUIPMENT, OR SOFTWARE, WHETHER
OR NOT PERFORMED OR PROVIDED UNDER THIS AGREEMENT, OR OTHERWISE RELATED TO
ANY SUBJECT MATTER OF THE Cell More Communications System TERMS AND CONDITIONS, EVEN
IF Cell Mare Communications AND OUR WIRELESS PROVIDER HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS. Cell More Communications (INCLUDING THE INDEMNIFIED PARTIES)
AND OUR WIRELESS PROVIDER SHALL HAVE NO LIABILITY, EITHER DIRECT OR INDIRECT FOR
ANY LOSS OR DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF ANY THIRD PARTY'S
UNAUTHORIZED ACCESS TO YOUR DATA TRANSMITTED OVER OR IN CONNECTION WITH THE
__ SERVICES. ALL OF THE FOREGOING LIMITATIONS AND Excwslonls SHAT I RF FFFFCTI\/F
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES
WERE FORESEEN OR UNFORESEEN. EXCEPT FOR PAYMENTS DUE HEREUNDER, Cell Mare
Communications (INCLUDING THE INDEMNIFIED PARTIES) AND OUR WIRELESS PROVIDER SHALL
HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE
CONTROL. Some jurisdictions do not allow the limitation or exclusion of liability far incidental or
consequential damages, so the above limitation or exclusion may not apply to you.
19. Indemnity. You agree to indemnify, defend and hold Cell More Communications, the Indemnified Parties,
agents and other partners (including Dealers and Roadside Assistance Providers), harmless against all third
party claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and
reasonable attorneys' fees, arising out of or relating to your use of the Cell More Communications System or
the Service, including but not limited to installation or failure to transfer your Cell More Communications
System and Service and notify Cell More Communications of such transfer if you Vansfer your vehicle or
arising from any breach of the Cell More Communications Terms and Conditions, and to pay all damages
and costs awarded against Cell More Communications.
20. General. You agree that any legal action brought against us shall be governed by the laws of the State of
Texas, vrithout regard to conflict of law principles or the United Nations Convention on Contracts for the
International Sale of Goods. You agree that the sole jurisdiction and venue for any litigation arising from the
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Cell More Communications Tenns and Conditions shall be an appropriate federal or state court located in
Houston, Texas. We make no representations that the Celi More Communications System is appropriate for
use outside the United States. Those who choose to use the Cell More Communications System outside the
United States do so, on their own initiative and are responsible for compliance with local laws. If any
provision with the Cell More Communications Terms and Conditions is held to be invalid or unenforceable,
such provision shall be limited, modified to affect the intent of the parties, or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain enforceable. You may not assign the Cell
Mare Communications Terms and Conditions or any rights granted hereunder (and any attempt assignment
shall be void) without the prior written consent of Cell More Communications. The CeII More
Communications Terms and Conditions may be amended only by a written agreement embodying the full
terms of the amendment signed by authorized representatives of Cell Mare Communications and you. The
failure of Cell More Communications to enforce at any time any of the provisions of this agreement shall in
noway be considered to be a waiver of such provision or excuse a similar subsequent failure to perform any
such term or condition by you.
21. (i) (END USER] HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS
SERVICE CARRIER AND [END USER) IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT
BETWEEN [CUSTOMERS] AND UNDERLYING CARRIER SHALL HAVE NO LEGAL, EQUITABLE, OR
OTHER LIABILITY OF ANY KIND TO [END USER]. IN ANY EVENT, REGARDLESS OF THE FORM OF
THE ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY IN TORT OR OTHERWISE, [END USER's] EXCLUSIVE REMEDY FOR CLAIMS ARISING IN
ANY WAY IN CONNECTION WITH THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER, INCLUDING,
BUT NOT LIMITED TO PAYMENT OF DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID
BY [END USER] FOR THE SERVICES DURING THE TWO (2)-MONTH PERIOD PRECEDING THE DATE
THE CLAIM AROSE.
(ii) [END USER] SHALL INDEMNIFY AND HOLD HARMLESS THE UNDERLYING WIRELESS SERVICE
CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS,
I ICFI ci nnlnFO non !v oo PER-TY pl1MAG€~ __ _ _ _
PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION
WITH THIS AGREEMENT OR THE USE, FAILURE TO USE, OR INABILITY TO USE THE NUMBER
EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING CARRIER'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF THE
AGREEMENT,
(iii) [END USER] HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS
THAT ANY SUCH NUMBER CAN BE CHANGED FROM TIME TO TIME.
(iv) [END USER] UNDERSTANDS THAT [CUSTOMER] AND THE UNDERLYING CARRIER CANNOT GUARANTY
THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY
RELATING TO THE USE OF THE SERVICES.
(v) THE SERVICE IS FOR [END USER'S] USE ONLY AND [END USER] MAY NOT RESELL THE SERVICE TO
ANY OTHER PARTY.
(vi) [END USER] WILL NOT REMOVE OR OBSCURE ANY COPYRIGHT, TRADEMARK NOTICE, OR
RESTRICTIVE LEGEND.
5535 Memorial Dr. Ste. F-451
Houston, T'X 77007
(713)212-0800
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SIGNATURE SECTION
Cell More Communications Terms and Conditions Acceptance:
I/we agree to the Cell More Communications Terms and Conditions outlined in this
document, and ceritify that I/we are authorized to sign this agreement on behalf of:
Company Name: Date:
Authorized Signature:
Title:
Authorized Printed Name:
Office#
Mobile#
# of units
5535 Memorial Dr. Ste. F-451
Houston, TX 77007
(713)212-0800
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SCHEDULE"A"
CURRENT PRICING SCHEDULE:
• WIRELESS SERVICE (2 MINUTE GPS UPDATE) -
Minimum twelve (12) month service term required: $25.00 per unit, billed monthly.
• UNIT TRANSFER FEE: $45.95 PER TRANSFER
• UNIT TRANFER FEE if CELL MORE COMMUNICATIONS PEFORMS TRANSFER -
$99.95 PER VEHICLE
• PROCESSING FEE FOR EARLY TERMINATION: $350.00 PER UNIT
• Above pricing does not include applicable taxes.
Authorized Signature:
Date / /
5535 Memorial Dr. Ste. F-451
Houston, TX 77007
(713)212-0800
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ELECTRONIC DEBIT AUTHORIZATION
CELL MORE COMMUNICATIONS is hereby authorized to pay the monthly service fees
using the following credit card information:
Cardholder Name:
Card # Security code #
Expiration Date: Card Type: Visa/MasterCard/Discover/Amer Exp
Billing Address (including zip):
Authorized
Title:
4r rrhori~ed Date;
5535 Memorial Dr. Ste. F-451
Houston, TX 77007
(713)212-0800
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Exhibit A
Hardware Fees (One Time)
NETWORIa=LEFT Agn~vnont Fees
Model L3500 - $ 390.00 (Light Duty vehicle)
Model H3500 - $ 390.00 (Heavy Duty Vehicle)
Model 4200 - $390.00 (Non-Diagnostic 3 wire and no roadside assistance)
Service Fees (Monthly)
Networkfleet Wireless Service:
$ 25.00 per vehicle
• Minimum twelve(12) month service term required. Discounts if pre paid (12) months or more
in advance. Customer will be assesed a $ 350.00 processing fee for early termination in
addition to any early termination liability arising under the Agreement.
• Additional charges will apply for vehicles roamimg into Canada and Mexico at the then-
current roaming fees established by Networkcar or its service providers.
Activation Fees:
$20.00 per vehicle (waived)
rans er ee: - --- .-_. _ _ __
545.95 per transfer (to move a unit from one vehicle to another)
Installation pricing for Cell More Communications to install or transfer units:
Installation or transfer to new vehicle $99.95 per vehicle + $45.95 to transfer service
($50 installation for the initial 218 units)
Wait time - $55.95 per hour
Replacement parts:
Combination antenna - $ 49.95
Light duty hamess - $ 49.95
Heavy duty hamess (6pin) - $ 49.95
Heavy duty hamess (9 pin) - $ 49.95
Web Services Software Development Kit (SDK) - $ 595.95 (One Time fee)
NetworkFleet Service Plan $ 6.00 per vehicle/per month
Cell More Conununications
5535 Memorial Dr. Ste. F-451
Houston, TX 77007
(713) 212-0800 (office)