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DRiVECAM° TRIAL AGREEMENT
This Trial Agreement ("Agreement") is entered into this day of
Delaware corporation, with its principal place of business at 8911 Balboa
("Government").
, 2014 (the "Effective Date") by and between Lytx, Inc., a
Ave, Suite 200, San Diego, Califomia 92123 ("Lytx") and
RECITALS
' WHEREAS, Lybc develops, markets, sells and provides driving risk management products and related services focused on Improving driver
safety and reducing operating costs for commercial fleets;
WHEREAS, Govemment desires to receive such products and services for evaluation purposes on a trial basis at the trial locations specified
herein;
NOW, THEREFORE, the parties agree as follows:
1. CERTAIN DEFINITIONS
"Documentation" means the written Software
and Hardware related specifications Lytx provides to
Govemment hereunder.
"Hardware" means Lytx's VERs and associated
hardware provided to Govemment hereunder.
"Managed Services" means the analysis and
reporting by Lytx of driving events captured by the Products
installed In Government's vehicles.
"Products" means the Software and Hardware
described on Attachment A to be provided to Govemment for
use during the Trial Period. Attachment A also sets forth,
the quantity for each Product and Service, the requested
delivery schedule and the delivery location.
"Services" means the Managed Services,
installation services, training services and any additional
support and maintenance services to be provided hereunder.
"Software" means any software provided to
Govemment under this Agreement, including, without
limitation, the operating software embedded In the Hardware
and the the DriveCam Online° software (including any
software made available by Lytx for use by Government on a
websfte hosted by or on behalf of Lytx).
"Trial Period" means the period from the Effective
Date until the date one hundred eighty (180) days from the
Service Date, unless earlier terminated as provided below.
"VER" means a DriveCam° video event recorder.
2. PRODUCTS
All Products are provided only for the Trial Period. Title to
the Products shall remain at all times with Lytx. Government
shall not encumber or otherwise permit any claims or liens to
be levied against the Products. Govemment shall not take
or permit any action inconsistent with Lytx's ownership or
allow any third party to modify, service or repair the
Products. Govemment shall use and maintain the Products
with ordinary care and only in accordance with the
Documentation and any other Instructions that may be
provided Lytx. Govemment shall not remove or alter any
proprietary notice of any. kind from the Products. Upon the
expiration or termination of this Agreement, unless the
Government enters Into a separate agreement to purchase
the Products, Govemment shall (within ten (10) days from
such expiration or termination) retum the Products to Lytx In
good condition.
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VA-oI6P011-P-o-rdf2.
3. SERVICES
Lytx will use commercially reasonable efforts to provide the
Services. With respect to Managed Services, such services
will be Initiated on the first day of the second calendar month
following shipment of the applicable Products ("Service
Date") and shall end upon expiration or termination of the
Trial Period. Govemment agrees to provide Lytx with
reasonable cooperation and access to all necessary
Govemment personnel, facilities and equipment (including
the Products) for the purpose of performing its obligations
hereunder.
4. SOFTWARE; RESTRICTIONS
4.1 Subject to the terms of this Agreement, during the
Trial Period, Lytx grants Govemment a nonexclusive,
nontransferable license to access and use the Software and
Managed Services for Govemment's internal fleet
management purposes only, without the right to sublicense
such rights, provided Govemment unconditionally agrees to
access and use the Software and Managed Services strictly
in accordance with the Documentation and this Agreement
("License"). Under the License, Govemment may print out,
or otherwise make, printed copies ("Copies") of the reports,
numeric results and other Information and materials
generated from Government's access and use of the
Software and Managed Services for internal fleet
management purposes only. Government shall have remote
1n-bound Internet access to the data which are hosted on
computer hardware servers controlled by Lytx. To access
such data remotely, Government will be assigned user
accounts end related user identification numbers and
passwords. Govemment may designate employees (each
an "End User") to use the Software to remotely access such
data; provided, that, by using the Services, Govemment and
such End User agree to the terms of use posted on the
websfte used to access the Services (currently,
https://oniine.drivecam.com). Any updates, modifications,
enhancements or new versions of the Software or Managed
Services provided or made available to Government by Lytx,
in accordance with this Agreement, shall be considered
Software and Managed Services subject to this Agreement.
4.2 Except as otherwise expressly provided in this
Agreement, Govemment agrees to: (a) only use the
Software and Managed Services In the manner, and for the
purposes, expressly specified in this Agreement; (b) not
decomplle, disassemble analyze or otherwise examine the
Software and Managed Services for the purpose of reverse
engineering, or facilitate or permit a third party to do so
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(except to the extent this restriction is expressly prohibited
by applicable law); (c) not delete or in any manner alter any
notice, disclaimers or other legends contained in the
Software and Managed Services or appearing on any
screens, documents, reports, numeric results or other
materials obtained by Government through use of the
Software and Managed Services ("Notices'); (d) reproduce
and display all Notices on Copies Government makes, In
accordance with this Agreement (e) not attempt to access
any systems, programs or data of Lytx that are not licensed
under this Agreement; (f) not copy, reproduce, republish,
, upload, post, transmit or distribute the Software or Managed
Services, or any portion thereof, or facilitate or permit a third
party to do so; and (g) not use any device or software to
interfere or attempt to interfere with the proper operation of
the Software and Managed Services.
5. NO COST TRIAL
The acceptance of Products and Services for demonstration,
testing, or evaluation is not to be construed in any way as an
acceptance or offer to accept such Products and Services
for Government use or as any promise Implied that any
contract to buy is to follow from the demonstration, test, or
evaluation. Notwithstanding the foregoing, in the event that
the evaluation results In the Govemment determining to
acquire the Products and Services being evaluated
hereunder, the Govemment agrees to pay for the costs of
installation and training services that were provided to the
Govemment by Lylx during the Trial Period, subject to
receipt by the Govemment of all necessary approvals and
funding. If the Govemment determines not to acquire the
trial Products and Services, no such fees shall be due.
6. CONFIDENTIALITY; CLIENT DATA
6.1 During the term of this Agreement, each party (a
°Disclosing Party') may provide the other party (a
"Receiving Party") with confidential and/or proprietary
materials and information ("Confidential Information"). All
materials and information provided by Disclosing Party to
Receiving Party shall be considered Confidential
Information. The terms and pricing under this Agreement
shall be deemed Lytx's Confidential Information. Receiving
Party shall maintain the confidentiality of the Confidential
Information and will not disclose such information to any
third party without the prior written consent of Disclosing
Party. Receiving Party will only use the Confidential
Information internally for the purposes contemplated
hereunder. At any time, upon Disclosing Party's request,
Receiving Party shall return to Disclosing Party all Disclosing
Party's Confidential Information In its possession, including,
without limitation, all copies and extracts thereof.
Notwithstanding the foregoing, (i) Lytx's only obligations with
respect to destruction of video clips generated by VERs shall
be to comply with its standard video clip retention policy and
(II) Receiving Party may disclose Confidential Information to
any third -party to the limited extent necessary to exercise Its
rights, or perform its obligations, under this Agreement
provided that, all such third parties are bound in writing by
obligations of confidentiality and non-use at least as
protective of the Disclosing Party's Confidential Information
as this Agreement In the event that Receiving Party Is
requested or required (by oral questions, interrogatories,
requests for information or documents in legal proceedings,
subpoena, civil Investigative demand or other similar
process) to disclose any Confidential Information of
Disclosing Party, Receiving Party shall provide Disclosing
Party with prompt written notice of any such request or
requirement so that Disclosing Party may seek a protective
order or other appropriate remedy and/or waive compliance
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with the provisions of this Agreement. In the event that such
protective order or other remedy is not obtained, Receiving
Party agrees to fumish only that portion of the Confidential
Information for which Disclosing Party has waived
compliance or for which Receiving Party is advised by
written opinion of counsel, reasonably satisfactory to
Disclosing Party, is required by law, rule, regulation or court
order.
6.2 The obligations contained in this Section 6 shall
not apply to Information that: (a) is or becomes generally
known to the public through no act or omission of the other
party; (b) was In the Receiving Party's !awful possession
prior to the disclosure and was not obtained by the
Receiving Party either directly or Indirectly from the
Disclosing Party; (c) is lawfully disclosed to the other party
by a third -party without restriction on disclosure; or (d) is
independently developed by the Receiving Party without use
of or reference to the Disclosing Party's Confidential
Information.
6.3 As between Lytx and Government, Govemment
shall own the information, data and content captured by the
Products In Government's possession, provided that, such
Products are used In accordance with the terms and
conditions of this Agreement ('Date"); the Data will be
Govemment's Confidential Information; provided that, Lytx
shall have the right to use such Data (I) in connection with Its
performance hereunder and (Ii) intemaily, to improve Lytx's
products and services. Lytx shall have the right (which shall
survive termination and expiration of this Agreement) to use
and disclose the non -video and non -audio meta -data
components of the Data for any purposes; provided that,
Lytx does not indicate to any third party that such
components were provided by, obtained from, or associated
with, the Govemment or Government's drivers. Such usage
rights shall continue and survive destruction of any video
clips to which such non -video and non -audio meta -data
components relate.
7. TERMINATION
Either party may terminate this Agreement without cause,
upon 10 days prior written notice and immediately if the
other party breaches any material term or condition of this
Agreement and fails to correct such breach within such
thirty (30) days.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL LYTX OR ITS LICENSORS,
SUPPLIERS, OR DISTRIBUTORS, BE LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES; (II)THE COST OF
PROCUREMENT OF SUBSTITUTE PRODUCTS OR
SERVICES; (I11) FOR INTERRUPTION OF USE OR LOSS
OR CORRUPTION OF DATA; OR (IV) FOR ANY
AMOUNTS THAT EXCEED $100. LYTX AND ITS
LICENSORS, SUPPLIERS, AND DISTRIBUTORS SHALL
HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE
TO MATTERS BEYOND THEIR REASONABLE CONTROL.
9. WARRANTY DISCLAIMER
ALL SERVICES AND DOCUMENTATION ARE PROVIDED
'AS IS.° EXCEPT FOR LYT)CS STANDARD PRODUCT
WARRANTY WHICH SHALL APPLY, LYTX AND ITS
LICENSORS, SUPPLIERS AND DISTRIBUTORS HEREBY
DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON -INFRINGEMENT.
LYTX AND ITS LICENSORS, SUPPLIERS, AND
DISTRIBUTORS MAKE NO WARRANTY THAT THE
SOFTWARE WILL WORK IN COMBINATION WITH ANY
HARDWARE OR SOFTWARE PRODUCTS PROVIDED BY
THIRD PARTIES, THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR
FREE, THAT ALL DEFECTS IN THE SOFTWARE CAN BE
CORRECTED, OR THAT ANY SPECIFIC RESULT OR
OUTCOME WiLL BE ACHIEVED BY UTILIZING THE
, PRODUCTS OR SERVICES. FURTHER, NEITHER LYTX,
ITS LICENSORS, SUPPLIERS, NOR DISTRIBUTORS
MAKES ANY WARRANTY THAT ACCESS TO THE
SERVICES OR ASSOCIATED NETWORK COVERAGE
(E.G. WIRELESS NETWORK COVERAGE) WILL BE
CONTINUOUS OR UNINTERRUPTED.
10. TRADENAMES AND TRADEMARKS
This Agreement does not grant to any party a license to use
any trademark, trade name or logo of the other party, and
each party recognizes that the trademarks, trade names and
logos of the other party represent valuable assets of that
party and that substantial recognition and goodwill are
associated with such trademarks, trade names and logos.
Each party hereby agrees that it shall not use or permit any
third party to use, at any time, the other parry's trademarks,
trade names or logos.
11. GENERAL
Each party shall comply with all applicable laws and
regulations. Lytx is an independent contractor under this
THE PARTIES HEREBY AGREE TO THE FOREGOING TERMS AND CONDIfONS:
LYTX, INC.
Authorized Signature
Name:
Title:
Agreement. Nothing in this Agreement creates a
partnership, joint venture, or agency relationship between
the parties. All notices under this Agreement shall be in
writing, and shall be deemed given when personally
delivered, when sent by confirmed fax, or three days after
being sent by prepaid certified or registered U.S. mail to the
address of the party to be noticed as set forth herein or such
other address as such party last provided to the other by
written notice. This Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns, and shall not
be enforceable by or inure to the benefit of any third party.
The failure of either party to enforce its rights under this
Agreement at any time for any period shall not be construed
as a waiver of such rights. This Agreement supersedes all
proposals (oral or written), negotiations, or discussions
between parties relating to the subject matter of this
Agreement and all past dealing or industry custom. No
changes, modifications or waivers are to be made to this
Agreement unless evidenced in writing and signed for and
on behalf of both parties. In the event that any provision of
this Agreement shall be deterrnlned to be Illegal or
unenforceable, that provision will be limited or eliminated to
the minimum extent necessary so that this Agreement shall
otherwise remain In full force and effect and enforceable.
This Agreement shall be govemed by and construed in
accordance with the laws of the State of California, without
regard to the conflicts of laws provisions thereof.
GOVERNMENT
Authorized Signature
Name:
Title:
Address: Address:
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CITY OF MIAMI,
A FLORIDA MUNICIPAL CORPORATION
ATTEST
BY: BY:
Todd B. Hannon
City Clerk
Daniel J. Alfonso
City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
BY: BY:
Victoria Mendez
City Attorney
ATTEST
By:
Ann Marie Sharpe, Director
Risk Management
3a
ATTACHMENT A
TRIAL PRODUCTS
Sec attached trial quote.
4
ATTACHMENT A
TRIAL PRODUCTS
See attached trial quote.
4
DriveCam
row...v Lytx t
Lytx, Inc.
8911 Balboa Ave
an Diego, CA 92123
Tel: 858.430.4000
Fax: 858.380.3133
Bill To
City of Miami
Prepared for/ Bill To
City of Miami
Keith Carswell
(305) 960-2804
kcarswell@miamigov.com
DriveCam® Program Price Quote
Purchase Option - GSA
Quote Number: DC00007990
Created Date:03/19/2014
Valid Until: 09/30/2014
Prepared By: Rush Akin
Sales Rep: Rush Akin
Phone:+1 8153825168
Email: rakin@lytx.com
Ship To
Purchase Option Proposal Summary
Number of Video Event Recorders (VERs):
142
Number of Subscriptions:
142
Subscription Term (Months):
60
Subscription Cast 0:
$460.88
Year 1 Costs
Hardware
Subscriptions
implementation Services
Training
Total Year 1 Costs
$77,390.00
$62,855.84
$40,279.72
$490.00
$181,015.56
Terms:
• Client agrees to purchase the subscriptions for the subscription term set forth above.
• State taxes, shipping and handling may apply.
• Subscription pricing is based on overnight upload of events. Customers that use vehicle battery kill switches or other devices that
prevent overnight upload of events will be required to utilize Real -Time Cellular Upload which is subject to additional fees.
• Any Lytx installation services provided hereunder shall be subject to a mutually agreed installation schedule. Client .shall be responsible
for ensuring availability of vehicles and VERs and access to installation site on agreed installation date. No refunds shall apply for Lytx's
failure to complete an installation due to vehicle or VER unavailability or lack of access to Installation site on agreed installation date.
Additional fees may apply for return site visits due to .such factors.
• Any eLearning provided hereunder will be available to Client for two years from the date of eLearning purchase (invoice date). Individual
eLearning user accounts will be activated upon Client request and remain active for six months from the date of activation. No refunds
shall apply for unused eLeaming services. Notwithstanding the foregoing, all eLearning access shall terminate upon termination of all
Managed Services hereunder.
• All spies as a result of this quotation are subject to the terms and conditions of Lytx s GSA 1 T70 schedule, #GS-35F-0623S, which are
incorporated herein by reference and all orders are .subject to acceptance by Lytx.
By signing below, Client agrees to purchase the Products and Services described in this Quote in accordance with the Terms:
Printed Name
Title
Signature
Date
PO# (Optional)
PO $ Amount (Optional)
Lytx Confidential DriveCam® Program Price Quote 1 Purchase Option - GSA
Page 1 of 2
DC.ST D-000
DriveCam
Lytx, Inc.
8911 Balboa Ave
;an Diego, CA 92123
Tel: 858.430.4000
Fax: 858.380.3133
Prepared for/ Bill To
City of Miami
Keith Carswell
(305) 960-2804
kcarswell@miamigoy.com
Quote Number: DC00007990
Created Date:03/19/2014
Valid Until: 09/30/2014
Prepared Sy: Rush Akin
Sales Rep: Rush Akin,
Phone: +18153825168
Email: rakin@lytx.com
Hardware (One -Time Cost)
Part No
Description
Qty
Price
Amount
VER-DC3P-
0021
DriveCam 3 Plus Video Event Recorder- Cellular
GSM
142
$545.00
$77,390.00
TOTAL
$77,390.00
Installation Services and Accessories (one -Time Cost)
Part No
Description
Qty
Price
Amount
SRV-INS-0008
Provisioning Fee
142
$47.86
$6,796.12
PER-CAT-0020
Cable Assembly, 20 ft Extension, RJ45 to
DC3/DC3P
142
$30.00
$4,260.00
SRV-INS-0011
DriveCam Installation Per Unit - Complex Install
(Waste/Transit)
142
$205.80
, $29,223.60
TOTAL
$40,279.72
Implementation Assumptions: VER Quantity: 142
Installation Model: Tier 2— Complex Install
•
Training (One -Time Cost)
Part No
Description
Qty
Price
Amount
4235-00009-
0000
Post Training Summary and Q&A
1 '
$250.00
$250.00
4235-00010-
0001
eLearning 5-24 students
6
$40.00
$240.00
TOTAL
$490.00
Subscription Fee (per invoice period for Commitment Term)
Part No
Description
Qty
Price
Amount
4230-001MS-A
Managed Services Invoiced Annually
142
$269.00
$38,198.00
3235-00DOL-A
DriveCam Online License Invoiced Annually
142
$84.00
$11,928.00
4230-00FTS-A
Fleet Tracking Service Invoiced Annually
118
$107,88
$12,729.84
TOTAL
$62,855.84
Additional Information:
Quote for Budget. Number of cranes are _24 x 2 ;Number of rubbish trucks are_43_;Number of one-
armed bandits are _42___; and Number of rear loaders are _9 ;Total = 142
Lytx Confidential DriveCam® Program Price Quote Purchase Option - GSA
Page 2 of 2
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