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DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22 Agreement No. 23-244
1 AMENDMENT NO. 2 TO SERVICE AGREEMENT
2 This Amendment No. 2 to Service Agreement 22-048 ("Amendment No. 2") is dated
3 June 6, 2023 and is between Verizon Connect NWF Inc., a Delaware Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On March 22, 2022, the County, through its Purchasing Manager, and the
8 Contractor entered into Service Agreement 22-048 (the "Agreement") for a vehicle tracking
9 software subscription, to provide the County with telematics, fleet monitoring, asset tracking,
10 and geofencing solutions through the provision of a vehicle tracking software subscription and
11 associated hardware.
12 B. In entering into the Agreement, County utilized an existing contract between the
13 Contractor and Sourcewell, 202 121h Street Northeast, P.O. Box 219, Staples, MN 56479
14 ("Sourcewell"). The Contractor represents to the County that Sourcewell is a State of Minnesota
15 local government agency that is a purchasing cooperative.
16 C. The contract between the Contractor and Sourcewell is for fleet management
17 technologies, and is identified as Sourcewell Contract number 020221-NWF ("Sourcewell
18 Contract"). The Sourcewell Contract enabled a contracting solution for use by Sourcewell's
19 Participating Entities, of which County is included.
20 D. The Contractor represents to the County that the Sourcewell Contract expire on
21 March 26, 2025.
22 E. The County's Agreement with Contractor had an initial term from April 1, 2022
23 through March 31, 2023. Per the terms of the Agreement, the term may be extended for an
24 additional one (1) year period, by the mutual written consent of all parties to the Agreement,
25 subject further to the Sourcewell Contract remaining in effect.
26 F. On March 23, 2023, the parties executed Amendment No. One (1), extending the
27 Agreement for an addition one (1) year period, effective April 1, 2023 through March 31, 2024.
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DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
1 G. The County's demand for the services available under the Agreement has
2 increased since the parties entered into the Agreement. In order to provide for such increased
3 services, the County and the Contractor now desire to amend the Agreement to increase
4 Contractor's provision of such services, and, accordingly, the total compensation payable under
5 the Agreement as provided herein.
6 H. By way of this Amendment No. 2, the parties to the Agreement seek to and agree
7 to extend the Agreement through March 26, 2025, or such earlier date the Sourcewell contract
8 terminates, according to the terms of the Agreement, as amended herein.
9 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
10 which is hereby acknowledged, the County and the Contractor agree as follows:
11 1. The EXTENSION Section of the Agreement located on page (1) of the Agreement is
12 deleted in its entirety and replaced with the following:
13 "EXTENSION" This Agreement is hereby extended from the date this Amendment No. 2 is
14 executed, through March 26, 2025, or to such earlier date that the Sourcewell contract
15 terminates (the "Extension Period")."
16 2. The MAXIMUM Section of the Agreement located on page one (1) is deleted in its
17 entirety and replaced with the following:
18 "MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be
19 in excess of Five Hundred and Three Thousand dollars ($503,000) for the term of this
20 Agreement, inclusive of the Extension Period of this Agreement."
21 3. The following Section is added to the Agreement:
22 "EARLY TERMINATION: In the event that the Sourcewell Contract is terminated early, the
23 Contractor shall give the County prompt written notice thereof, but, in any event not later
24 than thirty (30) days from the date of such termination.
25 4. The Parties agree that the provisions of Section 20.2 of document entitled "Exhibit C-1:
26 "Verizon Connect NWF Additional Terms and Conditions," as referenced in Section 6(B)to the
27 Sourcewell Contract ("Exhibit C-1") shall be deleted in its entirety and replaced with the
28 following:
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DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
1 "20.2. The provisions of an Accepted Order Form, including without limitation, this
2 Agreement, and any action related thereto will be governed and interpreted under the
3 laws of the State of California without giving effect to any conflicts of law principles to the
4 contrary. Venue for any action between the Parties to the Accepted Order Form shall
5 only be in the County of Fresno."
6 5. The Agreement, as amended by this Amendment No. 2, constitutes the entire
7 agreement between Contractor and County with respect to the subject matter hereof and
8 supersedes all previous Agreements and Amendment No. 2 negotiations, proposals,
9 commitments, writings, advertisements, publications, and understandings of any nature
10 whatsoever unless expressly included in this Agreement, as amended by Amendment No. 2.
11 Accordingly, the final sentence of the first paragraph of Exhibit C-1 is deleted in its entirety. In
12 addition, Section 21 of Exhibit C-1 is deleted in its entirety and replaced with the following:
13 "21. ORDER OF PRECEDENCE: In the event of a conflict between provisions, the
14 following order of precedence applies: (1) Amendment No. 2 to Service Agreement 22-
15 048; (2) Service Agreement 22-048; (3) these additional terms and conditions as
16 included in this Exhibit C-1; (4) VCN's proposal; (5) the RFP; and (6) documents
17 attached to or incorporated by reference in the RFP."
18 6. A copy of the amended Exhibit C-1 is attached hereto as Exhibit A.
19 7. When both parties to the Agreement have signed this Amendment No. 2, the
20 Agreement, and this Amendment No. 2 together constitute the Agreement.
21 8. The Contractor represents and warrants to the County that:
22 a. The Contractor is duly authorized and empowered to sign and perform its obligations
23 under this Amendment No. 2.
24 b. The individual signing this Amendment No. 2 on behalf of the Contractor is duly
25 authorized to do so and his or her signature on this Amendment No. 2 legally binds
26 the Contractor to the terms of this Amendment No. 2.
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DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
1 c. Sourcewell Contract has not been terminated, and the Contractor has not received
2 any notice of termination of Sourcewell Contract from either party thereunder or any
3 representative thereof.
4 d. Sourcewell Contract remains in full force and effect according to its terms and
5 conditions.
6 9. The parties agree that this Amendment No. 2 may be executed by electronic signature
7 as provided in this section.
8 a. An "electronic signature" means any symbol or process intended by an individual
9 signing this Amendment to represent their signature, including but not limited to (1) a
10 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
11 electronically scanned and transmitted (for example by PDF document) version of an
12 original handwritten signature.
13 b. Each electronic signature affixed or attached to this Amendment No. 2 (1) is deemed
14 equivalent to a valid original handwritten signature of the person signing this
15 Amendment No. 2 for all purposes, including but not limited to evidentiary proof in
16 any administrative or judicial proceeding, and (2) has the same force and effect as
17 the valid original handwritten signature of that person.
18 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
19 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
20 2, Title 2.5, beginning with section 1633.1).
21 d. Each party using a digital signature represents that it has undertaken and satisfied
22 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
23 through (5), and agrees that each other party may rely upon that representation.
24 e. This Amendment No. 2 is not conditioned upon the parties conducting the
25 transactions under it by electronic means and either party may sign this Amendment
26 No. 2with an original handwritten signature.
27 10. This Amendment No. 2 may be signed in counterparts, each of which is an original, and
28 all of which together constitute this Amendment No. 2.
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DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171 F4F22
1 11. The Agreement as amended by this Amendment No. 2 is ratified by both parties to the
2 Agreement and is continued as provided herein. All provisions of the Agreement and not
3 amended by this Amendment No. 2 remain in full force and effect.
4 [SIGNATURE PAGE FOLLOWS]
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DocuSign Envelope ID:DB86E6C545C7-406A-9CE7-767A171 F4F22
1 The parties are signing this Amendment No. 2 on the date stated in the introductory
2 clause.
3
VERIZON CONNECT NWF INC. COUNTY OF FRESNO
4
5 F DocuSigned by:
�rtt,� - I % Z�-47jm
6 Jennifer Stree for of Sales Sa Qu t ro, hairman of the Board of
Su so he County of Fresno
7 9868 Scranton Road
San Diego, CA 92121 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10
By: _
11 Deputy
12 For accounting use only:
13 Org No.: 8910
Account No.: 7309
14 Fund No.: 1000
Subclass No.: 10000
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DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
Exhibit C-1: Verizon Connect NWF Additional Terms and Conditions
These additional terms and conditions set forth in this Exhibit C-1 (the "Additional Terms") are part of
Sourcewell Contract #020221-NWF ("Sourcewell Contract"), which governs the purchase and use by a
Sourcewell Member ("Customer" or "You") of products and services offered by Verizon Connect NWF Inc.
("VCN"). Customer's providing an electronic signature as part of completing an electronic Order Form or
submitting or signing an Order Form for products and services offered pursuant to the Sourcewell Contract
indicates Customer's acceptance of the terms of the Sourcewell Contract, including these Additional Terms. If
Customer does not agree to the Sourcewell Contract, including these Additional Terms, the Customer may not
order such products or services. With respect to each Customer, its Accepted Order Form plus the terms of the
Sourcewell Contract, including these Additional Terms, are collectively referred to herein as the "Agreement".
If there is a conflict between the terms of a Customer's Accepted Order Form and its Agreement, the terms of
the Agreement (without reference to its Accepted Order Form) shall prevail.
Pursuant to the Sourcewell Contract, VCN offers the following three suites of telematics product offerings:
(1) VCN Solutions -- the Devices, VCN Services, VCN Website, Customer Website Pages and
Installation Services developed and offered by VCN (collectively, "VCN Solutions");
(2) VCT Solutions -- the Devices, VCT Service Website, VCT Server Software, Remote Software,
Map Data, VCN Website and Installation Services developed by Verizon Connect Telo ("VCT") and
offered through its affiliate, VCN (collectively, "VCT Solutions"); and
(3) VCF Solutions -- the Devices, accessories and services developed by Verizon Connect Fleet
("VCF") and offered through its affiliate, VCN (collectively, "VCF Solutions").
Unless otherwise specified in this exhibit, these Additional Terms shall apply to VCN Solutions, VCT Solutions
and VCF Solutions (collectively, "Verizon Connect Services").
1. DEFINITIONS
When used in these Additional Terms, the following terms, when capitalized, shall have the meaning as
set forth below:
1.1. Accepted Order Form: An Order Form which has been executed by Customer and accepted
by VCN.
1.2. Agreement Term: Agreement Term shall have the meaning set forth in Section 11.1 below.
1.3. Confidential Information: Any 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 the
Agreement, including information which is disclosed on an Order Form, or in connection with the
provision to, and use by, Customer of Verizon Connect Services, whether such information is disclosed
in oral, written, graphic, electronic or any other form. Confidential or"proprietary" information is that
which falls under an exemption under the California Public Records Act, (California Government Code,
Title 1, Division 10, Chapter 3, beginning with section 7920.200)."
1.4. Devices: The physical equipment designated on an Accepted Order Form.
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
1.5. Fees: The purchase prices for Devices and accessories, Installation Service fees for Devices,
the fees for the applicable VCN Services, VCT Services and/or VCF Services, and any other fees
payable by Customer as set forth in these Additional Terms and an Accepted Order Form.
1.6. Installation Services: The set of services offered to install Devices in accordance with Section
4 below. Installation Services may include: (i) the installation of Devices and corresponding
accessories into Customer-designated Vehicles; and (ii) the provision of cable wiring and other minor
ancillary parts required to install the purchased Devices. Installation Services are not offered in the
states of Alaska or Hawaii.
1.7. Order Form: An order form provided by VCN to Customer, pursuant to which Customer orders
Devices, and/or Services.
1.8. Service Partners: The companies that VCN, VCT and VCF work with, from time to time, to
provide the VCN Solutions, VCT Solutions and/or VCF Solutions, including, but not limited to, wireless
service carriers, installers, website operators, mapping data providers and licensors.
1.9. Service Term: The period during which Customer is entitled to use the VCN Solutions, VCT
Solutions and/or VCF Solutions under each applicable Accepted Order Form and as set forth in Section
11 herein.
1.10. Third Party Services: The services that Customer may elect to receive directly from a third
party, including wireless service, internet service, safety monitoring, fuel card, or any other service
related to the VCN Solutions, VCT Solutions and/or VCF Solutions. Additional terms and conditions
between such third party service providers and Customer apply if Third Party Services are used in
connection with the VCN Solutions, VCT Solutions and VCF Solutions.
1.11. VCN Website: The VCN website currently located at www.verizonconnect.com.
1.12. Vehicle: An on-road vehicle, off-road vehicle and/or stationary or movable equipment owned or
under the control of Customer, which is equipped (or will be equipped) with a Device.
1.13. Definitions applicable solely to the VCN Solutions:
1.13.1 Customer Website Pages: The web pages on the VCN Website which are
designated by VCN for use by Customer.
1.13.2 Device Contract Term: The minimum length of time a Device is required to be active
as part of a VCN Solution, which is identified on the applicable Accepted Order Form.
1.13.3 VCN Services: The services offered hereunder by VCN, 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 the VCN 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; (e) Device installation services, but
only to the extent such services are identified on an Accepted Order Form; (f) any proprietary
data feed or elements thereof or any application programming interfaces (APIs) provided by
VCN ("VCN Data Services"), but only to the extent such services are identified on an Accepted
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
Order Form; and (g) any professional services provided by VCN as set forth on a signed
Professional Services Addendum attached to an Accepted Order Form.
1.14. Definitions applicable solely to the VCT Solutions:
1.14.1 Map Data: The map data and satellite imagery provided as part of the Software
Service. The use of Map Data is pursuant to applicable end user license agreements which are
incorporated herein by reference and can be found on the VCN Website.
1.14.2 Remote Software: Software that may be provided by VCN that will be installed on a
permitted device or computer system to access the Service Website and certain additional
features of the Software Service. The use of Remote Software is pursuant to applicable end
user license agreements which are incorporated herein by reference and may be found on the
VCN Website.
1.14.3 VCT Service Website: An access-restricted website and its related databases,
servers, and software.
1.14.4 VCT Server Software: The software residing on the VCT Service Website.
1.14.5 VCT Services: Any VCT software services ordered hereunder.
1.15. Definitions applicable solely to the VCF Solutions:
1.15.1 Authorization Agreement: The document under which Customer authorizes direct
debit or credit card payments to be made for VCF Solutions.
1.15.2 Non-powered Asset Vehicle Tracking Units: Tracking units for Vehicles that do not
have their own power sources, such as flatbeds, generators, pumps, dumpsters, containers, lifts
and tanks.
1.15.3 VCF Services: The VCF subscription services and software applications specified on
the Accepted Order Form, including any associated VCF Software, Devices and documentation.
1.15.4 VCF Software: The online software applications provided as part of the VCF Services,
together with any other software provided in connection with the VCF Services.
1.15.5 VCF Subscription: A single subscription to the VCF Services, whether based on the
number of Vehicles, users, administrators or other measures set forth on the applicable
Services Order Form. As it relates to the VCF Solutions, a "Subscription" may also be referred
to as a "unit".
2. ORDERS, DELIVERY, AND ACCEPTANCE
2.1. Order Forms: Customer may not modify, rescind or cancel an Accepted Order Form, in whole
or in part, without VCN's written consent; any such action by Customer shall be considered null and
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
void and have no effect on the Accepted Order Form. The transmittal to Customer of an Order Form
does not constitute an offer. All orders are subject to acceptance by VCN, evidenced either (a) in
writing via email, or (b) by shipping the Devices or provisioning the Verizon Connect Service.
2.2. Shipping, Risk of Loss and Acceptance: Devices will be shipped to the address designated
on Customer's Accepted Order Form. Title and risk of loss will transfer to Customer upon receipt of the
Devices by Customer or Customer's agent at the address designated on Customer's Accepted Order
Form. Shipping is included in the price of Devices or, if applicable, Device accessories (e.g., cables).
3. INTELLECTUAL PROPERTY RIGHTS AND LICENSES
Except as explicitly set forth in this Agreement, all rights, title (other than Devices and hardware accessories
purchased by Customer), and interest in and to the Devices, Verizon Connect Services and, upon its creation,
all other proprietary rights therein, shall at all times remain with VCN, its affiliates and/or its suppliers. Except
as expressly stated herein, this Agreement does not grant Customer any rights to, or in, patents, copyrights,
database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other
rights, title, interest or licenses in respect of the Verizon Connect Services and the Devices. Customer will not
delete or alter the copyright, trademark, and other proprietary rights notices of VCN, its affiliates or their
licensors appearing on the Devices or Verizon Connect Services.
3.1. VCN LICENSE
3.1.1 During the Service Term, VCN grants to Customer a non-exclusive, non-transferable
license to: (a) use the VCN Services in the United States and such other countries as may be
approved by VCN in writing; (b) access and use the Customer Website Pages; and (c) use the
firmware and the software included in the VCN Devices, solely for use in connection with the
VCN Services, and as provided in this Agreement. Redistribution or resale of the VCN Services
by the Customer is prohibited without VCN's prior written consent.
3.2. VCT LICENSE
3.2.1 During the Service Term, Customer will have a non-exclusive, non-transferable license
to: (i) access and use the VCT Server Software through the VCT Service Website within the
United States; (ii) download one copy of the Remote Software to each permitted device or
computer system; (iii) install and use, for its internal business purposes only, the Remote
Software on each permitted device or computer system; (iv) view any Map Data; and (v) use the
VCT Service in accordance with this Agreement.
3.3. VCF LICENSE
3.3.1 During the Service Term, Customer will have a non-exclusive, non-transferable license
to access and use the VCF Devices and VCF Services. The VCF Devices and the VCF
Services may contain certain third-party applications licensed to VCF or its affiliates. The right to
access and use the VCF Services granted hereunder shall be subject to any underlying third
party license for any component of the VCF Devices or VCF Services.
3.4. API DATA SERVICES
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
3.4.1 Certain Services, such as VCN Data Services, which are offered pursuant to the
Agreement facilitate the sharing of the data collected by the applicable Verizon Connect
Services with third parties and/or third party applications (collectively, "API Data Services"). If
Customer requests API Data Services, the following additional terms apply:
3.4.2 To enable VCN and its affiliates to provide the API Data Services requested by
Customer, Customer authorizes VCN and its affiliates to grant the individual(s) and/or
companies selected by Customer (each, a "Third Party") access to data from Customer's
subscription services account and related information therein. Customer acknowledges that the
data access granted to the Third Party via the API Data Services is being undertaken solely at
the direction of, and for the convenience of Customer. With respect to each specific API Data
Service provided to the Third Party requested by Customer, this authorization remains in effect
until Customer cancels such API Data Services by providing written termination notice (as
described in Section 11 below).
3.4.3 Customer acknowledges and agrees that Customer is responsible for protecting and
securing all usernames and passwords from unauthorized use, including use by the Third Party
or by any other person/organization to whom Customer grants access (whether directly or
through the API Data Services). Customer agrees that access to the Third Party or any other
person/organization to whom Customer provides access, directly or indirectly, is at Customer's
sole risk and expense.
3.4.4 Customer agrees to comply with all data protection laws and regulations, including the
General Data Protection Regulation (EU) 2016/679 (GDPR) and the California Consumer
Privacy Act (CCPA), if such regulations are applicable pursuant to the data access being
provided by the API Data Services granted by this Form. Customer acknowledges that if GDPR
is applicable, Customer would be deemed a "controller" thereunder. Customer represents and
warrants that it has obtained all relevant consents from end-users, employees, or relevant data
subjects to this access. Customer further agrees to indemnify and hold VCN harmless from and
against any and all claims, losses, costs, damages, and liabilities by third parties arising out of
or in any way connected to or related to such access, including but not limited to the failure to
obtain end user or data subject consent for this transfer or such access.
4. INSTALLATION SERVICES
4.1. Upon creation of an Accepted Order Form and except for Devices for Self-Install (as defined
below), VCN will perform Installation Services pursuant to this Agreement to enable the Verizon
Connect Services ordered by Customer. Installation Services may be performed by a Service Partner,
who will install the Devices at a mutually agreed-upon time and location. Prior to performance of
Installation Services, Customer must provide to VCN an accurate list of Devices to be installed and the
address(es) where Devices should be shipped. Installation Services are not offered in the states of
Alaska or Hawaii. Customer personnel must be onsite during performance of Installation Services to: (i)
provide keys and access to Vehicles; (ii) allow for Vehicle inspections; and (iii) acknowledge
installation-related issues. If Customer personnel does not remain onsite during the entirety of the
installation process, the installation will be deemed accepted when completed. The following services
are outside the scope of Installation Services, which VCN will not be obligated to perform: (a) procure,
install, or configure mobile devices; (b) install tablets or tablet mounts; or (c) train Customer on how to
self-install Devices or other hardware. Generally, VCN will require two to three weeks' lead-time to
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
begin installations. Installer will follow generally accepted industry standards when performing
Installation Services. Specific installation requests must be provided in advance by Customer in writing.
Before proceeding with any Installation Service that involves more work than is standard and
customary, VCN will advise and obtain Customer approval for additional fees to be charged for such
non-standard installation. Customer shall be liable for a "no-show" charge at then-current standard
rates per Vehicle in the event that (i) Customer, any Vehicle or delivered Device is not available or
prepared for a scheduled installation, or (ii) a scheduled installation appointment is cancelled, or the
installation location and/or time is changed, by Customer less than 24 hours prior to the previously
agreed date and time. VCN's inability to install a Device in Customer Vehicles due to unavailability of
Customer or relevant Vehicles shall not relieve Customer of its duty to pay any relevant fees pertaining
to such Vehicle(s). Customer acknowledges and agrees that installation of the Device may involve
drilling holes, rewiring, and performing other similar alterations to the Vehicle and that VCN has no
obligation to restore the Vehicle to its original state after removal of Devices. When Installation Services
are completed, the installer will provide an installation log to Customer documenting any issues found.
4.2. Self-Install of Devices: In the event that installation or de-installation is carried out by
Customer, Customer's employees, agents, representatives or nominated subcontractors ("Self-Install"),
then Customer shall be responsible for compliance with all applicable laws related thereto and the
proper installation of the Device. Non-powered Asset Vehicle Tracking Units that are part of VCF
Solution require Customer to Self-Install. Customer acknowledges and understands that VCN will not
be obligated in any way for the installation of any Self-Install Devices. VCN shall not be liable for any
issues, losses or damages whatsoever in connection with the Self-Install of Devices, including without
limitation, if Devices or Verizon Connect Services are not able to properly function, unless such
damage has been caused by the negligent act or omission of VCN. For Self-Installed Devices,
Customer shall be responsible for ensuring secure placement in or on the applicable Vehicle and for
ongoing inspections for wear and tear and potential degradation.
4.3. VCN Solutions: For Devices, VCN or its Service Partners will install the Device in the
applicable vehicle at a mutually agreed location, in accordance with its Installation Policy, located at
https://static.verizonconnect.com/networkfleet/Installation Policy.pdf, as it may be amended from time
to time. Installation Services are not offered in the states of Alaska or Hawaii.
5. TRAINING AND SUPPORT SERVICES
5.1. Customer will designate one or more employee(s) to act as the coordinator(s) for Customer's use
of the Devices and Verizon Connect Services and will require such coordinator(s) to participate in
training provided from time to time by VCN. This online training may be available at no additional
charge to Customer.
5.2. VCN Support Desk (Networkfleet): During the time Customer is entitled to receive VCN
Services, and subject to Section 8 below (Exclusions), VCN or its designee will provide Customer with
reasonable telephone or e-mail consultation and technical assistance regarding the VCN Devices and
VCN Solutions during VCN's regular working hours. Customer may call VCN or its designee at (866)
227-7323 or e-mail inquiries to NWFSupportCa�Verizonconnect.com for support services.
5.3 VCT Support Desk (Gov Fleet): During the time Customer is entitled to receive VCT Services,
and subject to Section 8 below (Exclusions), VCN or its designee will provide Customer with
reasonable telephone or e-mail consultation and technical assistance regarding the VCN Devices and
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
VCN Solutions Verizon Connect Services during VCN's regular working hours. Customer may call VCN
or its designee at (800) 906-9316 or e-mail inquiries to fleet.govt(a-)verizonconnect.com for support
services.
5.4 VCF Support Desk (Reveal): During the time Customer is entitled to receive VCF Services,
and subject to Section 8 below (Exclusions), VCN or its designee will provide Customer with
reasonable telephone or e-mail consultation and technical assistance regarding the VCN Devices and
VCN Solutions Verizon Connect Services during VCN's regular working hours. Customer may call VCN
or its designee at 800-906-9545 or e-mail inquiries to reveal.govt verizonconnect.com or support
services.
6. CUSTOMER OBLIGATIONS
6.1. Customer agrees to use the Verizon Connect Services in accordance with their intended
purposes. Customer shall comply, and cause its employees and agents to comply, with all applicable
laws and regulations and with VCN's Website Acceptable Use Policy (available at the VCN Website)
and Verizon's Privacy Policy (available at www.verizon.com/privacy). Customer will provide notice to
its Vehicle operators that the Vehicle has been enabled for use with a Verizon Connect Services, which
collects data associated with the Vehicle's location and manner of operation.
6.2. Customer shall provide VCN with (i) all necessary cooperation in relation to this Agreement, (ii)
all necessary and timely access to its premises and Vehicles to enable VCN to comply with its
obligations in relation to the installation of the Devices, and (iii) all necessary access to such
information as may be required by VCN in order to render the Verizon Connect Services.
6.3. Customer shall ensure that (i) only authorized users access the Verizon Connect Services, (ii)
usernames and passwords are protected from unauthorized use, (iii) it immediately notifies VCN in
respect of any suspected or actual breach of security, and (iv) its network and systems comply with the
relevant specifications provided by VCN from time to time. Customer is responsible for all use of the
Verizon Connect Services made using any usernames and passwords registered by or allocated to it,
whether or not the use is made by Customer or someone else using its username and password.
Customer is responsible for protecting and securing its username and password from unauthorized
use.
6.4. Customer confirms that to the extent required under applicable law or regulation, that it shall
provide notice to and receive consents from all its employees, contractors, agents and other authorized
users of the Devices and Verizon Connect Services of: (a) the nature of the Verizon Connect Services,
including for the collection of Vehicle Information (defined below), and, if applicable, any Video Content
(as defined below in Section 17.3) and the anticipated use of any such information and content, which
may include his or her personal data by the Customer and by VCN and its affiliates in connection
thereto and (b) the collection, use and disclosure of such information and content as set out in this
Agreement and in Verizon's Privacy Policy. In addition to the foregoing, the Customer acknowledges
and agrees that it is solely responsible for accessing and using the Devices and Verizon Connect
Services in compliance with the terms of this Agreement and any applicable law or regulation, including
without limitation, local law provisions regarding remote employee monitoring and the recording,
storage and use of Video Content.
7. LIMITED WARRANTY
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
7.1. VCN Solutions:
7.1.1 Devices: VCN warrants to Customer that VCN Devices (other than Asset Tracker
Devices) provided by VCN will be free from defects in material and workmanship that prevent
the VCN Device from functioning in accordance with its specifications for the greater of (i) three
(3) years after shipment or (ii) such time as Customer has continuously paid for VCN Services.
The VCN Device warranty will cease to be effective thereafter. For the avoidance of doubt, the
warranty will not resume in the event Customer resumes VCN Services at a later date.
7.1.2 Asset Tracker Devices: VCN warrants to Customer that Asset Tracker Devices
(excluding the battery) which have been purchased new from VCN by Customer will be free
from defects in material and workmanship that prevent the VCN Device from functioning in
accordance with its specifications for a period of three (3) years following the initial activation of
such Asset Tracker Device.
7.1.3 Accessories: VCN warrants to Customer that all accessories (including harnesses)
which are purchased new from VCN by Customer will be free from defects in material and
workmanship that prevent them from functioning in accordance with their specifications for a
period of one (1) year from the date of shipment.
7.1.4 Installation Services:
7.1.4.1 Standard Warranty: VCN warrants to Customer that Installation Services
provided by VCN or its authorized subcontractors will be free from defects in
workmanship for a period of one (1) year following completion of such Installation
Services.
7.1.4.2 Extended Warranty: In the event Customer purchases an extended installation
warranty ("Limited Lifetime Warranty"), VCN warrants to Customer that such installation
services shall be free from defects in workmanship associated with VCN's installation of
the VCN Device pursuant to this Agreement during the period of coverage of the Limited
Lifetime Warranty.
7.1.5 Additional Warranty Terms and Claims Process: Warranty claims must be made by
notifying VCN in writing promptly after Customer learns of the facts supporting a warranty claim,
as specified in VCN's then-current applicable warranty policy located at
https://static.verizonconnect.com/networkfleet/Limited Lifetime Warranty Policy Direct VAR.p
df. Subject to Section 8 (Exclusions) below and the VCN's then-current applicable warranty
policy, VCN will, at its discretion, either repair or replace any non-complying VCN Device with a
VCN Device of equivalent functionality, and, if applicable, remedy any defects in the installation
of the VCN Device.
7.1.6 THE REMEDIES IN THIS SECTION 7.1 ARE SUBJECT TO THE LIMITATIONS AND
EXCLUSIONS SET FORTH IN SECTION 7.4 AND 8 BELOW AND ARE VCN'S ONLY
OBLIGATION AND CUSTOMER'S ONLY REMEDY FOR BREACH OF ANY WARRANTY FOR
A VCN SOLUTION.
7.2. VCT Solutions:
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
7.2.1 VCN warrants to Customer that a VCT Device purchased hereunder will be free from
material defects in material and workmanship that prevent the VCT Device from functioning in
accordance with its specifications for a period of twelve (12) months from shipment;
7.2.2 VCN warrants to Customer that the VCT Service will materially conform to the applicable
user documentation provided with the VCT Service for the term of the order;
7.2.3 VCN warrants to Customer that Installation Services will be free from defects in
workmanship for thirty (30) days from completion of such installation;
7.2.4 VCN will, at its discretion, repair or replace any VCT Device with a VCT Device of
equivalent functionality, and if applicable, remedy any defects in installation of the Device. VCN
will use commercially reasonable efforts to repair or replace the non-conforming VCT Service as
a part of support and maintenance for the VCT Service;
7.2.5 THE REMEDIES IN THIS SECTION 7.2 ARE SUBJECT TO THE LIMITATIONS AND
EXCLUSIONS SET FORTH IN SECTIONS 7.4 AND 8 BELOW AND ARE THE SOLE
OBLIGATIONS AND REMEDY FOR BREACH OF ANY WARRANTY FOR A VCT SOLUTION.
7.3 VCF Solutions:
7.3.1 VCF Devices. Subject to the exclusions in Section 7.4 below, VCN warrants that, for
the applicable Service Term and during Customer's continuous subscription (the "Warranty
Period"), the Devices will be free from defects in materials and workmanship and will
substantially conform to the specifications for such Devices. If a VCF Device is defective within
the Warranty Period, VCF will repair or replace it within a reasonable period using components
or replacements that are new, or equivalent to new in accordance with industry standards and
practice. Customer will provide VCF or its designated representatives reasonable access to
Vehicles to effect such repairs or replacements.
7.3.2 VCF Asset Tracker Devices. (a) Subject to the limitations contained herein, VCN
warrants that, for the applicable Service Term, the Equipment will be free from defects in
materials and workmanship and will substantially conform to the specifications for such
Equipment. If the Equipment is defective within the Warranty Period, VCN will repair or replace
them within a reasonable period using components or replacements that are new, or equivalent
to new in accordance with industry standards and practice. Customer will provide VCN or its
designated representatives reasonable access to Vehicles to effect such repairs or
replacements. (b) Battery-Powered Asset-Tracking Equipment. Customer acknowledges and
agrees that (i) Customer shall be solely responsible for replacing and installing any depleted
batteries required to operate the battery-powered asset-tracking Equipment ordered by
Customer under the Agreement and that VCN's warranty obligations set forth in Section 7.3.1
above shall not apply to any such depleted batteries for any reason; (ii) Customer is solely
responsible for keeping track of the remaining expected life of such batteries, and ordering
replacement batteries from VCN in a timely manner to ensure uninterrupted receipt of the
applicable VCN Services; and (iii) VCN shall not be liable for any loss or damage whatsoever in
connection with the Self-install of such batteries, including without limitation if Equipment or
Services should be unable to function properly, unless such damage has been caused by the
negligent act or omission of VCN. VCN shall not be liable to Customer for any loss or damage
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
whether resulting directly or indirectly from the unavailability of any of the Services, degradation
of the accuracy of the information, or the failure of Equipment as a result of any depleted
batteries. Subject to the limitations contained in this section, for the avoidance of doubt VCN
warrants that for the duration of the applicable Service Term, battery-powered asset-tracking
Equipment, including the related batteries, will be free from defects in materials and
workmanship and will substantially conform to the specifications of such Equipment
7.3.3 THE ABOVE REMEDY ARE SUBJECT TO THE LIMITATIONS AND EXCLUSIONS
SET FORTH IN SECTIONS 7.4 AND 8 BELOW AND SHALL BE THE CUSTOMER'S SOLE
AND EXCLUSIVE REMEDY AND SHALL BE IN LIEU OF ANY OTHER REMEDY AVAILABLE
TO THE CUSTOMER AT LAW OR IN EQUITY IN RESPECT OF ANY DEFECTIVE VCF
DEVICES.
7.4 EXCLUSIONS:
7.4.1 VCN Solutions: The Limited Warranty for VCN Solutions do not include repair,
replacement or correction of any defect, damage or malfunctions caused by: (a) installation not
performed by VCN or its authorized subcontractors and/or failure to properly install the VCN
Devices as described in the VCN installation guides (for clarification, the applicable warranty
shall apply except to the extent any defect, damage or malfunctions were caused by improper
self-installation); (b) accident, negligence, theft, vandalism, operator error, misuse or acts of
God; (c) failure of the facilities Customer uses to access the VCN Website or failure to conform
to VCN specifications; (d) modifications, attachments, repairs or unauthorized parts
replacements performed by Customer or any third party not authorized by VCN; or (e) use by
Customer of hardware or software not provided or approved by VCN. Customer will be
responsible for the cost of any support services provided by VCN resulting from any of the
foregoing.
7.4.2 VCT Solutions: The Limited Warranty for VCT Solutions does not cover any VCT
Device which: (i) has been repaired, disassembled, reverse engineered, decompiled, adjusted,
altered, or modified in any way so as in the judgement of VCN, or its supplier to affect its
stability and reliability; (ii) has an accessory purchased from any entity other than VCN installed
thereon; (iii) has been subject to misuse, abuse, negligence, accident, incorrect installation
(unless installed by VCN, VCT, or a Service Partner), or improper storage, maintenance, or
operation; (iv) has had software installed on it by a party other than the original manufacturer,
VCN, or Service Partner; (v) has been subjected to operating or environmental conditions that
deviate from the VCT Device's specifications; (vi) has been damaged due to acts of God; (vii)
has been damaged due to service performed by an unauthorized entity; or (viii) has its serial
number defaced, altered, or removed. The Limited Warranty for VCT Solutions does not extend
to Map Data. Nothing will be construed as providing or intending to provide the Limited Warranty
to a third party. The Limited Warranty will not apply if Customer has more than one On-Board
Diagnostic System II device connected to an On-Board Diagnostic System port at a time. The
Limited Warranty does not extend to any accessories (e.g. panic switch, ID button, cables, and
other accessories purchased for use with location tracking units) or tablets, except that VCN will
pass on to Customer any manufacturer warranty made available by manufacturer, if applicable.
VCN does not warrant installations during any period (a) against abuse, misuse, modification, or
unintended use; or (b) an installation which results in covering or otherwise concealing an
antenna.
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171 F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
7.4.3 VCF Solutions: Under no circumstances shall VCN be liable to Customer or any third
party for loss of use of any Vehicle when the VCF Devices is being repaired or replaced or for
any indirect or consequential loss. VCF's obligation to repair or replace defective VCF Devices
pursuant to Section 7.3 above does not apply to malfunctions resulting from: (i) damage caused
by incorrect installation, use, modification or repair by any unauthorized third party or by the
Customer or its representative, (ii) misuse or abuse to any element of the system or component
thereof, (iii) damage caused by Customer, its agents, representatives or any third party outside
VCF's control, or (iv) damage caused by the connection of the VCF Device to any third party
products or software provided by the Customer.
7.4.4 Replacement Devices Not Covered by Warranty: If the Device and/or accessory is
not eligible to be replaced at no charge pursuant to the warranty terms specified above,
Customer will be charged the price specified in pricing information for any replacement Device
and/or accessory shipped to Customer and Customer shall submit an Order for such
replacement Device and/or accessory.
8. DISCLAIMER OF WARRANTIES
EXCEPT FOR THE LIMITED DEVICE AND INSTALLATION WARRANTY SET FORTH IN SECTION 7.1
ABOVE, NEITHER VCN NOR ITS AFFILIATES NOR THEIR SUPPLIERS MAKES ANY WARRANTY OR
GUARANTEE OF ANY KIND WITH RESPECT TO THE DEVICES, THE INSTALLATION SERVICES AND
THE VERIZON CONNECT SERVICES, INCLUDING MAPPING INFORMATION, MAP DATA, COLLECTED
DATA, ALERTS, REPORTS (SUCH AS HOURS OF SERVICE REPORTS), QUALITY, RELIABILITY, OR
ACCURACY THEREOF. THE DEVICES AND VERIZON CONNECT SERVICES ARE PROVIDED "AS IS"
AND "WITH ALL FAULTS BASIS". TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE HEREBY
DISCLAIMED, 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. VCN AND
ITS AFFILIATES DO 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, MAP DATA AND OTHER CONTENT FROM VCN OR ITS AFFILIATES TO CUSTOMER OR
TO THE CUSTOMER WEBSITE PAGES WILL ALWAYS BE ACCURATE, TIMELY OR COMPLETE OR
MEET THE CUSTOMER'S REQUIREMENTS. VCN AND ITS AFFILIATES MAKES NO WARRANTIES OF
ANY KIND, AND HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WITH RESPECT TO THE
CONTENT OF ANY THIRD PARTY INFORMATION WHICH IT MAY MAKE AVAILABLE TO THE CUSTOMER
IN THE COURSE OF PROVIDING ONE OR MORE OF THE VERIZON CONNECT SERVICES. NO ORAL OR
WRITTEN ADVICE OR INFORMATION PROVIDED BY VCN OR ITS AFFILIATES WILL CREATE A
WARRANTY, AND CUSTOMER IS NOT ENTITLED TO, AND WILL NOT, RELY ON ANY SUCH ADVICE OR
INFORMATION.
9. FEES AND INVOICING TERMS —VCN SOLUTIONS & VCT SOLUTIONS
9.1. FOR VCN SOLUTIONS: Unless otherwise provided in an Accepted Order Form, or by written
agreement between VCN and Customer:
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
9.1.1 Unbundled Devices and Accessories: Purchase prices and shipping fees are
invoiced upon delivery of the VCN Device and/or accessory, as applicable, to the common
carrier for shipment to Customer.
9.1.2 Unbundled VCN Service: The applicable VCN Services fee associated with a Device
begins at the time of activation of the Device and is invoiced monthly in arrears.
9.1.3 VCN Bundled Devices and Services: The monthly bundled rate for a VCN Device and
VCN Service (includes Device, applicable accessory, VCN Services and ground shipping) is
invoiced monthly and begins on the first of the month following the month in which the Device is
shipped. Customer acknowledges that depending on the timing of the installation scheduling,
invoicing for this VCN bundled Device and VCN Service may begin prior to the Device's
installation and the start of the VCN Service. Once the VCN Service provided as part of the
VCN bundled offering has started, the monthly bundled rate for a VCN Device and VCN Service
shall be invoiced monthly in advance (e.g., the May 1 invoice shall cover the May 1-31 service
period).
9.1.4 Device Installation Fee: If applicable, the Device installation fee is invoiced one-time
upon completion of the Installation Services. However, if the Limited Lifetime Warranty is
purchased for a VCN Solution, then the monthly installation fee is invoiced upon applicable
Device activation.
9.2. FOR VCT SOLUTIONS: Notwithstanding that VCN is the holder of this Sourcewell Contract
#020221-NWF, the parties expressly agree that VCT (a VCN affiliate) will directly invoice Customer for
all Fees associated with VCT Solutions pursuant to the terms of this Section 9 and as follows:
(a) for each Customer that places its first Accepted Order Form for any Verizon Connect
Services after the August 4, 2020 revision date of this Exhibit C-1 (a "New Customer"), VCT
will directly invoice New Customers for VCT Solutions as described in this Section 9 (excluding
Section 9.1).
(b) for Customers that have purchased any Verizon Connect Services prior to the August 4,
2020 revision date of this Exhibit C-1 ("Existing Customers"), VCN will continue to invoice
Existing Customers based on the previously applicable invoicing terms. For each Existing
Customer that agrees in writing to direct invoicing by VCT, VCT will begin directly invoicing
Existing Customers on or after September 1, 2020 for VCT Solutions being delivered under all
active Accepted Orders Forms and any issued after this Exhibit C-1 becomes effective.
Unless otherwise provided in a written agreement between VCN and Customer:
9.2.1 Unbundled Devices and Accessories: Purchase prices and shipping fees are
invoiced upon shipment of the VCT Device and/or accessory, as applicable, to the common
carrier for shipment to Customer.
9.2.2 Unbundled VCT Service: Fees for VCT Services that require products from VCT will
begin the first day of the month following the earlier of: (a) installation of each product included
on a purchase order or (b) one hundred twenty (120) days following the Order Effective Date.
Fees for the Services that do not require product from VCT will begin the first day of the month
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
following thirty (30) days from Order Effective Date or activation of the OEM data feed. The
invoice will be monthly in arrears.
9.2.3. Device Installation Fee: If applicable, the Device installation fee is invoiced one-time
upon completion of the Installation Services.
9.3 Customer will be invoiced monthly in accordance with the terms set forth in this Section 9. If
Customer has elected to enter into an Authorization Agreement, payment of all fees will be made
automatically via credit or debit card or ACH on the invoice date. Customer is responsible for providing
updated payment authorizations if payment information changes and failure to do so may result in a
suspension or termination of unpaid VCN Service or VCT Service.
9.4. All other Fees are due and payable as set forth in the Accepted Order Form.
9.5. Fees do not include applicable taxes and surcharges. VCN may charge, and Customer agrees
to be responsible for, and pay at the same time as Fees are paid, applicable state and local sales taxes
and other government mandated fees in connection with the sale of the VCN Solutions and VCT
Solutions unless Customer has provided satisfactory certificates or other evidence of exemption.
9.6. Customer understands and agrees that the VCN Website contains functionality that allows
Customer to make changes to Customer's account, including changes by Customer which may affect
the monthly charges for the applicable Verizon Connect Services or other fees payable to VCN.
Customer shall be responsible for all charges resulting from Customer's actions initiated through
Customer's access to the VCN Website.
10. FEES AND INVOICING TERMS FOR VCF SOLUTIONS
10.1. Notwithstanding that VCN is the holder of Sourcewell Contract #020221-NWF, the parties
expressly agree that VCF (a VCN affiliate) may directly invoice Customer for all Fees associated with
VCF Solutions.
10.2. Unless otherwise provided in a written agreement between VCN and Customer:
10.2.1 Unbundled Devices and Accessories: Purchase prices and shipping fees are
invoiced on the first day following the month of the delivery of the VCF Device and/or accessory,
as applicable, to the common carrier for shipment to Customer.
10.2.2 Unbundled VCF Service: The applicable VCF Services fee associated with a Device
begins at the time of VCF Service is activated and is invoiced either monthly in arrears or
annually in advance (e.g., the May 1 invoice shall cover the May 1-April 30 service period).
10.2.3 VCF Bundled Devices and VCF Services (other than VCF Bundled Self-Installed
Devices and VCF Services): The monthly bundled rate for a VCF Device and VCF Services
(includes VCF Device, applicable accessory, VCF Services, initial Installation Service, and
ground shipping) is invoiced monthly on the first of the month following the month of the VCF
Bundle Start Date if Customer elects to be invoiced monthly. If Customer elects to be invoiced
annually, the monthly bundled rate for twelve (12) months is invoiced as a lump sum on the first
of the month following the month of the VCF Bundle Start Date. The "VCF Bundle Start Date"
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
is the earlier of (i) completion of the associated VCF Device installation; or (ii) the passage of
ninety (90) days after the date of the Accepted Order Form regardless whether VCF has
shipped the associated VCF Device. Fees begin on the VCF Bundle Start Date.
10.2.4 VCF Bundled Self-Install Devices and VCF Services: For those VCF Bundled
Devices and VCF Services that are Self-Installed ("VCF Bundled Self-Installed Devices and
Services") as part of a VCF Solution (such as Non-Powered Asset Tracking units), the monthly
bundled rate for a VCF Bundled Self-Installed Devices and Services is invoiced monthly on the
first of the month following the month of the VCF Self-Install Bundle Start Date if Customer
elects to be invoiced monthly. If Customer elects to be invoiced annually, the monthly bundled
rate for twelve (12) months is invoiced as a lump sum on the first of the month following the
month of the VCF Self-Install Bundle Start Date. The "VCF Self-Install Bundle Start Date" is
the earlier of (i) completion of the associated VCF Device installation; or (ii) the passage of
ninety (90) days after the date of shipment. Fees begin on the VCF Bundle Start Date.
10.2.5 Device Installation Fee: If applicable, the Device installation fee is invoiced one-time
upon completion of the Installation Services. For VCF Solutions, future de-installs, or reinstalls
(or combined de-installs and reinstalls completed at the same time) will be billed at $80 per
Vehicle. Additional charges may apply if there are multiple installation locations or if more than
one visit is necessary to complete the Installation Service. Customer may not transfer its
monthly Subscription price to a lower monthly Subscription price after completion of the
Installation Service.
10.3. All other Fees are due and payable as set forth in the Accepted Order Form.
10.4. Fees do not include applicable taxes and surcharges. VCF may charge, and Customer agrees
to be responsible for, and pay at the same time as Fees are paid, applicable state and local sales taxes
and other government mandated fees in connection with the sale of the VCF Solutions unless
Customer has provided satisfactory certificates or other evidence of exemption.
11. TERM, SUSPENSION AND TERMINATION
11.1. Agreement Term: As related to each Accepted Order Form, the initial Agreement Term shall
be for the term specified on the Accepted Order Form. Upon expiration of the initial Agreement Term,
this Agreement will automatically renew for one-month periods until either party elects to terminate by
providing written notice to the other party, or the Agreement is otherwise terminated, as set forth herein.
11.2. Service Term:
11.2.1 For VCN Solutions & VCT Solutions. The Service Term associated with each Device
begins: (a) for non-bundled Devices upon activation; or (b) for bundled Devices upon the date
on which the bundled Device is shipped. When the Service Term set forth in the Accepted
Order Form expires, the Service Term shall continue on a month-to-month basis. Unless
otherwise specified in the Accepted Order Form, the Service Term for add-on features shall be
coterminous with the Service Term for the base Vehicle tracking units to which the add-on
features apply.
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
11.2.2 For VCF Solutions. The Service Term for each Accepted Order Form shall be in
effect for the period as specifically set forth on the Accepted Order Form. Unless otherwise
specified in the Accepted Order Form, the Service Term for add-on features shall be
coterminous with the Service Term for the base Vehicle tracking units to which the add-on
features apply.
11.3. Termination: Either party may terminate its obligations pursuant to an Accepted Order Form
by giving written notice to the other party: (a) immediately if the other party breaches its obligations
under an Accepted Order Form or this Agreement and fails to cure such breach within ten (10) days
after receipt of notice for payment breach or within thirty (30) days after receipt of notice for all other
types of breaches (or such later date as may be specified in the notice); or (b) without cause with sixty
(60) days' advance written notice, which may be subject to termination fees as set forth herein. If
notice of breach is sent by VCN, during the notice or cure period VCN may suspend Customer's access
to and use of the applicable Verizon Connect Services with respect to all Customer Devices, without
incurring any liability whatsoever, until the breach is cured, and Customer shall remain liable for all
applicable Fees while access and use are suspended.
11.4. VCN may terminate its obligations pursuant to an Accepted Order Form immediately and
without limiting its other rights or remedies available at law or in equity if Customer breaches its
obligations under an Accepted Order Form or this Agreement and was sent a prior notice of breach
during the preceding twelve (12) months, such termination to be effective on the date specified in the
notice or the date of the notice, if no effective date is specified.
11.5. Termination Fees:
11.5.1 For VCN Devices. VCN will charge an early termination fee for VCN Devices
terminated by VCN pursuant to Section 11.3(a) or 11.4 above, or terminated by Customer
pursuant to Section 11.3(b) above prior to the VCN Device being activated for at least the length
of its applicable Device Contract Term in the amount of: (a)Ten Dollars ($10.00) per month for
each bundled Device (other than for a bundled Expressfleet Device) for the remainder of the
Device Contract Term, or (b) Five Dollars ($5.00) per month for each bundled Expressfleet
Device for the remainder of the Device Contract Term.
11.5.2 For VCF Devices. VCF may charge, in its sole discretion, a Device recovery fee in the
event Customer terminates the VCF Subscription and such termination is effective prior to the
end of the initial 12-month period following delivery of the affected VCF Device. VCF may
charge a one-time Device recovery fee in the amount of: (a) Fifty Dollars ($50.00) for a Vehicle
Tracking Hardware Device, (b) Fifty Dollars ($50.00) for an Asset Trackers, or (c) One Hundred
Seventy-Five Dollars $175.00 for a Video Road Facing Al Camera or a Dual Video Al Camera.
11.6. If the obligations of either party pursuant to an Accepted Order Form are terminated for any
reason in accordance with this Section 11 or any other reason, the Verizon Connect Services will
terminate effective as of the date of the termination, Customer will pay to VCN any Fees for Devices
received or Verizon Connect Services provided prior to the effective date of the termination and
otherwise payable hereunder, and the parties' respective rights and obligations under Sections 9, 10,
11, 12, 13, 14, 15, 17, 18, 19, and 20 of this Agreement will survive.
12. INDEMNIFICATION
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171 F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
12.1. The party seeking indemnification pursuant to the associated Sourcewell Contract #020221-
NWF shall: (a) provide the other party with prompt written notice of the claim; (b) allow the indemnifying
party to control the defense and settlement of the claim, provided, however, that the indemnifying party
shall not agree to any injunctive relief or settlement that obligates the indemnified party to perform any
obligation make an admission of guilt, fault or culpability or incur any expense, without such indemnified
party's prior written consent, which shall not be unreasonably withheld, delayed or conditioned; (c) have
the right to obtain its own counsel at its own expense; and (d) provide reasonable cooperation to the
indemnifying party.
13. LIMITATION OF LIABILITY
13.1. NEITHER PARTY, NOR ITS AGENTS OR VENDORS, SHALL BE LIABLE FOR
CONSEQUENTIAL, , INDIRECT OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR
LOST DATA, EVEN IF THAT PARTY IS INFORMED THAT THOSE DAMAGES MAY OCCUR. VCN'S
CUMULATIVE LIABILITY UNDER ANY LEGAL THEORY SHALL NOT EXCEED THE AMOUNT PAID
TO VCN UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE
LIABILITY ACCRUES FOR A CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO
LIABILITY OF EITHER PARTY ARISING UNDER SECTION 12 (INDEMNIFICATION), SECTION 14
(CONFIDENTIALITY) AND/OR SECTION 15 (PROPRIETARY RIGHTS). SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THOSE PARTICULAR LIMITATIONS MAY NOT APPLY TO YOU.
13.2. WITHOUT LIMITING THE FOREGOING, UNLESS DIRECTLY CAUSED BY THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF VCN, VCN IS NOT RESPONSIBLE FOR LIABILITIES
OF ANY KIND RESULTING FROM DELAYS IN DELIVERY, INSTALLATION OR PROVIDING VCN
OR OTHER SERVICES, REGARDLESS OF THE CAUSE OF THE DELAY. CUSTOMER
UNDERSTANDS AND AGREES THAT VCN 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 VCN SERVICES.
13.3. CUSTOMER UNDERSTANDS AND AGREES THAT: (a) THE DEVICE IS A WIRELESS
DEVICE AND THAT THE VERIZON CONNECT SERVICES WORK BY USING WIRELESS
COMMUNICATIONS NETWORKS TO CONNECT THE DEVICES WITH DATA CENTER(S) AND BY
USING GPS (GLOBAL POSITIONING SYSTEM) TO DETERMINE A VEHICLE'S LOCATION; (b) THE
VERIZON CONNECT SERVICES WILL NOT OPERATE UNLESS A VEHICLE IS IN AN AREA THAT
HAS ADEQUATE WIRELESS COMMUNICATIONS COVERAGE AND, EVEN IF A VEHICLE IS IN
SUCH AREA, THE VERIZON CONNECT SERVICES ARE 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 VCN DOES NOT CONTROL; AND (C) INFORMATION ABOUT A VEHICLE'S
LOCATION WILL NOT BE AVAILABLE UNLESS THE DEVICE IN THE VEHICLE IS ABLE TO
RECEIVE GPS SIGNALS.
14. CONFIDENTIALITY
14.1. 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
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
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 Party's 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.
14.2. 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.
14.3. The provisions of this Section 14 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 Party 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.
15. PROPRIETARY RIGHTS
15.1. Customer acknowledges and agrees that the Devices and the Verizon Connect Services
(including the components incorporated therein, such as hardware, software, data, websites and
services) may include proprietary information and know-how, techniques, algorithms, processes,
patent, copyright, trademark, service mark, trade secrets, or other intellectual property that are
protected by and subject to intellectual property rights (collectively "Proprietary Rights") of VCN, its
affiliates or the Service Partners (including, with respect to the VCN Website, materials that may be
proprietary to Tele Atlas or its suppliers), and that VCN, 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 VCN, its affiliates and/or the Service Partners to any aspect of the
Verizon Connect Services (including the Devices), regardless of whether such items or services are
created or suggested by Customer.
15.2. Customer will not copy, modify, reverse-engineer, disassemble, translate, convert or decompile
any software or firmware included in any Verizon Connect Services, or otherwise provided to Customer
by or on behalf of VCN, and will not disclose such software or provide access to the Devices, such
software or any Verizon Connect Services to any third party for such a purpose.
15.3. Customer agrees that with respect to Verizon Connect Services, it shall not, nor shall it permit
any third party to (a) assign, transfer, lease, rent, sell, distribute or import such Verizon Connect
Services to any third party; (b) except with the express written consent of VCN, combine, embed or
incorporate the Verizon Connect Services into any other product or service other than any Customer-
owned or developed interface for purposes of receiving the data feed delivered from the Devices; (c)
remove or alter any proprietary notices in the Verizon Connect Services; (d) use the Verizon Connect
Services in connection with the transmission, sale, license, or delivery of any infringing, competitive,
defamatory, offensive, or illegal products, services, or materials; (e) use the Verizon Connect Services
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
in any manner that threatens the integrity, performance, or availability of the Verizon Connect Service;
or (f) use the Verizon Connect Service in any manner that violates local, state or federal laws,
regulations or orders.
16. MODIFICATIONS; WEBSITE MAINTENANCE
16.1. VCN and its affiliates may alter or modify all or part of the Devices, the Verizon Connect
Services and/or associated websites from time to time; provided that such alterations or modifications
shall not materially adversely affect the intended use of the Verizon Connect Services. 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. If such
alterations or modifications in fact materially adversely affect such intended use, Customer may, as its
sole and exclusive rights and remedy, elect to terminate this Agreement on thirty (30) days written
notice to VCN. VCN reserves the right to perform scheduled maintenance for the Verizon Connect
Services and its associated website(s) from time to time. This may include application and database
maintenance as well as general website maintenance and may or may not involve unavailability of the
Verizon Connect Services and/or its associated website(s).
17. DATA
17.1. Collected Data: In the course of providing the Verizon Connect Services, VCN or its affiliates
may receive or collect spatial data or data relating to the Vehicles, mobile objects, devices, locations,
employees, contractors, suppliers, and/or customers of Customer, including but not limited to, vehicle
identification number (VIN), GPS location, vehicle speed, acceleration, vehicle diagnostics information,
tracking data, rate of travel, ignition on/off, idle time, number of stops, names and ID numbers of
employees, addresses of customers, and other similar information ("Collected Data"). Customer
represents and warrants that it has all necessary rights and authority with respect to the Collected Data.
The collection, amalgamation, manipulation or recording of Collected Data may give rise to intellectual
property rights including database rights, copyrights, rights in know-how and confidential information,
design rights and other similar rights anywhere in the world ("Vehicle IP"). Customer acknowledges
and agrees that as between Customer and VCN, VCN owns all Collected Data and Vehicle IP,
including all rights in and to such Collected Data and Vehicle IP, and Customer hereby assigns for good
and valuable consideration (the receipt of which is hereby acknowledged by Customer) any rights it
may have in any current and future Collected Data and Vehicle IP. Customer has the right to use any
Collected Data and Vehicle IP provided to Customer as part of the Verizon Connect Services for its
own internal business purposes.
17.2. Video Content: Collected Data shall not include any content recorded by cameras associated
with the Integrated Video service ("Video Content"). The Video Content shall be owned by Customer,
including all rights in and to such Video Content. Without limiting the generality of the foregoing,
Customer acknowledges and agrees that VCN may review, analyze, manipulate, copy and modify the
Video Content. VCN may also distribute reports, analyses and data based upon the Video Content;
provided, however, that VCN agrees that it shall not disclose to any third parties any Video Content that
specifically identifies Customer, or any of the drivers of Customer's Vehicles without Customer's prior
written consent. The parties agree that the foregoing restriction shall not apply to disclosures of Video
Content that are (i) required by law or in response to a request from law enforcement authorities, (ii)
made in connection with a subpoena or other similar demand, (iii) made in connection with a
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
contemplated merger, acquisition or similar transaction, (iv) made to VCN's affiliates or related
companies, and/or (v) made to Service Partners for delivering services on behalf of VCN.
17.3. Use of Collected Data: Customer agrees that during and after termination of the Verizon
Connect Services, (i) VCN may retain and use Collected Data for purposes of providing the Verizon
Connect Services, and conducting research and development; (ii) VCN may share Collected Data with
its affiliates, providers of Third Party Services and other third-parties providing services to VCN and its
affiliates, subject to the obligation of confidentiality; (iii) VCN and its affiliates may disclose Collected
Data if required under applicable law, regulation or court order; and (iv) VCN and its affiliates may use
and share with third parties any Collected Data in aggregated or de-identified form such that the source
of the Collected Data cannot be identified or that is publicly available without any restriction. Customer
acknowledges that Collected Data may be commercially exploited by or on behalf of VCN and its
affiliates for commercial marketing purposes, subject to the permissions and restrictions set forth above
and in this Agreement, and in Verizon's Privacy Policy (available at www.verizon.com/privacy). If
Customer has provided consent, VCN may continue to receive and collect the Collected Data after the
termination of the Verizon Connect Services for purposes of facilitating API Data Services, including
Third Party Services (defined in Section 1 above), that are requested by Customer.
18. SERVICE PARTNERS
Nothing set forth in an Accepted Order Form or in this Agreement 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 therefore. Customer is not a third-party beneficiary of any agreement between or among
VCN and the Service Partners, but the Service Partners are intended third party beneficiaries of this
Agreement, and the protections set forth in this Agreement, including, among other things, the disclaimers of
warranties, limitations of liability, and indemnification provisions, do apply to the Service Partners.
19. EXPORT CONTROL
Customer understands and agrees that: (a) the software used in connection with the Service is controlled by
U.S. export control laws; (b) further transfer or export of the software may be subject to U.S. export control
laws or similar laws of other countries; (c) Customer will abide by such laws; and (d) Customer will not re-
export or 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 Persons List or Entity List and the U.S. Treasury Department's Specially Designated Nationals,
Terrorists or Narcotics Traffickers List).
20. GENERAL
20.1. No amendment, change, modification or waiver to any provision of any Accepted Order Form or
this Agreement will be binding unless signed by an authorized representative of each party.
20.2. The provisions of an Accepted Order Form, including without limitation, this Agreement, 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.
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
20.3. EACH PART OF THIS AGREEMENT 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 PERMITTED BY APPLICABLE LAW.
20.4. Except as otherwise expressly permitted in this Agreement, each party must deliver all notices
or other communications required or permitted under an Accepted Order Form or this Agreement to the
other party, in the case of VCN to Verizon Connect, One Verizon Way, Basking Ridge, New Jersey
07920, Attention: Legal Department; and in the case of Customer at the address listed on the signature
page of the Accepted 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.
20.5. Customer may not assign, sublease, sublicense or in any way transfer or assign any of its rights
and obligations under this Agreement without VCN's prior written consent, including by operation of
law, change of control, merger or otherwise.
20.6. This Agreement, together with any Accepted Order Form and any documents or policies
referred to herein or in an Accepted Order Form, constitutes the entire agreement between Customer
and VCN with respect to the Verizon Connect Services and all related hardware, software and service
components. The aforementioned shall prevail over all prior or contemporaneous oral and written
communications or agreements between Customer and VCN. In the event of any conflict or
inconsistency between the provisions of this Agreement, an Accepted Order Form, or any documents
or policies referred to herein or in an Accepted Order Form, the parties agree that any such conflict or
inconsistency shall be resolved first in favor of an Accepted Order Form, and next in favor of this
Agreement. VCN will not be bound by, and specifically objects to, any term, condition or other
provision that is different from or in addition to the provisions of this Agreement or an Accepted Order
Form which is proffered by Customer in any purchase order, receipt, acceptance, confirmation,
correspondence or otherwise, unless VCN specifically agrees in writing.
20.7. Any waiver or failure to enforce any provision of this Agreement or an Accepted Order Form on
one occasion will not be deemed a waiver of any such provision or any other provision on any other
occasion.
20.8. In any arbitration, mediation or other legal action or proceeding to enforce any right or remedy
under an Accepted Order Form or this Agreement, the prevailing party will be entitled to recover, in
addition to any other relief to which it may be entitled, its reasonable attorneys' fees and other costs
incurred in that action or proceeding.
20.9. If any provision of an Accepted Order Form or this Agreement is held by a court of competent
jurisdiction to be unenforceable, the enforceability of the remaining provisions of the Accepted Order
DocuSign Envelope ID: DB86E6C5-45C7-406A-9CE7-767A171F4F22
EXHIBIT A Verizon Connect NWF Inc.
(formerly Networkfleet, Inc.)
Sourcewell Contract#020221-NWF
Exhibit C-1, Additional T&Cs, rev. 08-24-22
Form and this Agreement 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.
20.10. Customer agrees that the Verizon Connect Services may be provided by, and all related
information (including Collected Data) accessed and/or stored by, resources located within and outside
the United States and consents to such performance of services, including access and storage of
information, from outside the United States.
21. ORDER OF PRECEDENCE: In the event of a conflict between provisions, the following order of
precedence applies: (1) Amendment No. 2 to Service Agreement 22-048; (2) Service Agreement 22-048; (3)
these additional terms and conditions as included in this Exhibit C-1; (4)VCN's proposal; (5) the RFP; and (6)
documents attached to or incorporated by reference in the RFP.