Item C11 C11
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE
u,.. 9 Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5
Michelle Lincoln,District 2
- James K. Scholl,District 3
' David Rice,District 4
Board of County Commissioners Meeting
June 21, 2023
Agenda Item Number: C11
2023-1081
BULK ITEM: Yes DEPARTMENT: Fleet Management
TIME APPROXIMATE: STAFF CONTACT: Daryl Greenlee
No
AGENDA ITEM WORDING: Approval of a contract with Samsara, Inc. in the amount of$241,251
for GPS services for all County vehicles and equipment and funded by the Fleet Maintenance budget.
The contract term is 40 months. Annual payments of $81,675, $79,788, and$79,788 are due in
October 2023, October 2024, and October 2025, respectively.
ITEM BACKGROUND:
Staff has identified a new GPS service provider with better coverage and service at a lower cost. Upon
approval of this contract transition will start replacing the legacy Synovia GPS sensors with the new
Samsara equipment. Coverage will be maintained throughout the current storm season as the new
system as the new system is phased in.
The new contract includes more types of units, eliminates the battery drainage some users have
experienced, and is at approximately 30% lower cost over the life of the contract.
PREVIOUS RELEVANT BOCC ACTION:
04 JUN 2019 Initial contract with Synovia entered
11 DEC 2019 BOCC aproves Amendment 1 to add 290 vehicles and equipment to Synovia contract
05 JUL 2020 BOCC approves Amendment 2 to extend the Synovia agreement through 5 JUN 2022
22 MAR 2022 BOCC approves Amendment 3 to extend the Synovia agreement through June 2024
CONTRACT/AGREEMENT CHANGES:
N/A- this is a new contract
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
!!!Samsara License & Services Term.pdf
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Monroe County FL- Samsara Quote - FINAL 5.19.23 - app by CAY.pdf
FINANCIAL IMPACT:
Budget has been requested for FY 24 $81,675.00 -payment due October 2023
Second payment $79,788 due October 2024.
Third payment $79,788 due October 2025.
Total Dollar value of Contract: $241,251
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a Samsara
This Master License and Services Agreement is entered into as of ("Effective Date"),by and between Samsara Inc.,
a Delaware corporation,with its principal place of business located at 1 De Hato Street, San Francisco, CA 94107 ("Samsara")and
Monroe County with its principal place of business located at 1100 Simonton Street,Key West FL 33040("Customer"and,collectively
with Samsara,the"Parties").This Master License and Services Agreement,including the Licenses and Services Terms and any Exhibits
attached hereto or subsequently entered into by and between the Parties (collectively this "Agreement"), sets forth the terms and
conditions pursuant to which Customer will access certain Samsara solutions and contract for certain services from Samsara.
SAMSARA LICENSE AND SERVICES TERMS
1. Certain Definitions. The following capitalized terms will 1.10"Hosted Software" means Samsara's cloud-hosted
have the meanings indicated below unless otherwise software platform,including the interface accessed online.
specifically defined in any Exhibits hereto.
1.1 "Account" means the accounts Customer create, via the 1.11 "License Expiration Date" means the later of (i) the
Hosted Software,to access Customer Data. license termination date set forth in the applicable Order
Form("Initial Term"),and(ii)if applicable to such Order
1.2 "Affiliates" means any other entity that, directly or Form the end of the then-active Renewal Term(as defined
indirectly through one or more intermediaries,controls,is below).
controlled by, or is under common control with, the
Customer. 1.12"Malicious Code" means code, files, scripts, agents,
software or programs intended to do harm or allow for
1.3 "Apps"means software applications for smartphones and unauthorized access, including, for example, viruses,
tablets distributed by Samsara through Google Play or worms,time bombs,and Trojan horses.
through the Apple App Store.
1.13"Order Form"means the quote executed by the Customer
1.4 "Authorized User"means Customer's employees and/or describing the purchase of Samsara Products and licenses
contractors whom Customer authorizes to use the Samsara issued by Samsara.
Software strictly on its behalf.
1.14"Pre-Launch Offerings" means any Samsara hardware
1.5 "Customer Data"means data captured by Customer's use and/or software offerings and related documentation and
of the Hardware,data submitted by Customer or by a third accessories that are not generally available to Samsara
party on Customer's behalf into Apps and Hosted customers and that may be in the research, development,
Software,and the analysis,reports, and alerts generated by prototyping,and/or testing phase.
the Products containing such data. For the avoidance of
doubt, Customer Data does not include any Samsara 1.15"Products"means the Hardware and Services.
Software.
1.16"Professional Services"means the training,consulting,or
1.6 "Documentation" means any Product training, technical other professional set vices that are provided by Samsara to
services, or documentation made available to Customer Customer (i) as purchased separately by Customer
through the Samsara website or otherwise made available pursuant to an Order Form, (ii) in Samsara's sole
to Customer by Samsara. discretion, or (iii) as otherwise mutually agreed between
the Parties.
1.7 "Equipment" means the vehicle, equipment, asset,
building, structure, or item into which Hardware is 1.17"Refund" means an amount refunded to the Customer
installed. pursuant to the terms of this Agreement equal to (i)pre-
paid fees for the time remaining in an applicable license
1.8 "Firmware" means software embedded in or otherwise term prorated to the period of time between(a)the date of
running on the Hardware. termination and (b) the License Expiration Date for the
applicable Order Form, and (ii) the cost of purchased
1.9 "Hardware"means the Samsara hardware devices such as Hardware (if applicable). For the avoidance of doubt, a
gateways, cameras, sensors, controllers, vision systems, Refund may only be issued as expressly provided
and accessories, that Customer have purchased, received hereunder.
for a free trial, or have otherwise acquired via an Order
Form.
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1.18"Samsara Software" means the Apps, Firmware, and layout and design of any part of the Samsara Software;(ii)
Hosted Software, and any improvements, modifications, access,tamper with,or use non-public areas of the Samsara
patches, updates, and upgrades thereto that Samsara Software Systems; (iii) gain unauthorized access to,
develops or provides in connection with this Agreement, interfere with, disable, or disrupt the integrity or security
and Support Services. of the Samsara Software Systems; (iv) avoid, bypass,
remove, deactivate, impair, descramble or otherwise
1.19"Samsara Software Systems" means the Samsara circumvent any technological measure implemented to
Software and any networks,systems,products,services,or protect the Samsara Software Systems or enforce a
data of Samsara,its providers, its partners, its customers, contractual usage limit; (v) transfer, copy, modify,
or any other third party, integrated with or connected to sublicense, lease, lend, rent or otherwise distribute the
such Samsara Software. Samsara Software to any third party; (vi) decipher,
decompile, disassemble or reverse engineer any aspect of
1.20"Services"means the Samsara Software and Professional the Samsara Software, in whole or in part; (vii)
Services. impersonate or misrepresent an affiliation with any person
or entity;(viii)use or access the Samsara Software for any
1.21 "Support Services"means the customer support services competitive purpose; (ix) perform benchmark testing on
described at https://www.samsara.com/support and the Samsara Software; (x) use the Samsara Software to
Documentation,but excluding any Professional Services. store or transmit Malicious Code; (xi) use the Samsara
Software to store or transmit infringing, libelous,
defamatory,or otherwise unlawful or tortious material,or
2. Agreement to Terms. By signing this Agreement, or by to store or transmit material in violation of third-party
executing an Order Form that references this Agreement, privacy rights, (xii) violate any applicable law or
Customer agrees to be bound by the terms of this regulation;or(xiii)authorize,permit,encourage,or enable
Agreement. Customer represents and warrants that it has any other individual or entity to do any of the foregoing.
the authority to sign this Agreement and that it otherwise Samsara has the right to investigate violations of this
has no other obligations that conflict with the teens Section or conduct that affects the Samsara Software
contained herein.if Customer does not agree to the terms Systems and immediately suspend or terminate any or all
of this Agreement,Customer should not use the Products. of Customer's access to the Samsara Software if it
Customer may not use the Products if Customer is reasonably suspects or determines that Customer has
Samsara's direct competitor, as determined in Samsara's violated this Section. Samsara may also consult and
sole discretion,except with prior written consent. cooperate with law enforcement authorities to prosecute
users who violate the law.
3. Changes to Terms. Samsara may modify the terms of this
Agreement at any time, in its sole discretion. if Samsara 6. Hardware Installation and Equipment Maintenance.
does so, it will notify Customer in writing. Should Customer is responsible for installation of the Hardware
Customer continue to use the Products thirty(30)days after and ongoing maintenance of any Equipment. Depending
Samsara has provided such notice without written on the Customer's intended use of the Products,Customer
objection, Customer will be deemed to have accepted the may require professional installation of the Hardware or
modified Agreement. If Customer does not agree to be ongoing professional maintenance of any Equipment. If
bound by the modified Agreement, then it must provide Customer is unable to install the Hardware or to conduct
written objection within thirty (30) days of Samsara's such ongoing maintenance,or if Customer is uncertain that
modification notice and may continue to use the Products Customer has the requisite skills and understanding,
under the unmodified Agreement for the remaining term Customer agrees to consult with a qualified installer or
set forth in the applicable Order Form. maintenance professional. Improper installation of the
Hardware or maintenance of the Equipment can lead to
4. License. Subject to the terms and conditions specified in damage of such Equipment or dangerous or life-
this Agreement or an applicable Order Form, Samsara threatening conditions,which can cause property damage,
grants Customer a non-sublicensable,non-exclusive,non- bodily injury, or death. Customer may notify Samsara if
transferable, limited and revocable license to use and Customer did not order the correct Hardware cables for
access the Samsara Software in accordance with the Hardware installation. For more information on Samsara's
Documentation,starting from the license start date set forth Cable Exchange Policy, please see the Cable Exchange
in the applicable Order Form until the License Expiration Policy section in Exhibit B.
Date set forth in such Order Form or the earlier termination
of such Order Form or this Agreement. The Support 7. Product Updates.
Services and Service Level Agreement in Exhibit B are
included as part of the license grant and contingent upon a 7.1 General. Samsara continuously improves the Products,
valid license. The Firmware license for each item of
Hardware is contingent upon Customer purchasing and and may from time to time(i)update the Samsara Software
maintaining a valid license to the Samsara Software. and cause Firmware updates to be automatically installed
onto Hardware; (ii) update the Apps; or (iii) upgrade
Hardware equipment to newer models. Samsara may
5. License Restrictions. Customer agrees not to do or attempt change or discontinue all or any part of the Products,at any
to do any of the following without Samsara's express prior time and without notice, at Samsara's sole discretion. If
written consent: (i) resell, white label, or reproduce the Samsara discontinues supporting the Products or Services
Samsara Software or any individual element within the Customer has ordered from Samsara in accordance with
Samsara Software, Samsara's name, any Samsara this Agreement prior to the applicable License Expiration
trademark, logo or other proprietary information, or the Date without offering to replace them with an updated
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version or newer model,Customer may request a Refund. subject to the terms and conditions applicable to Customer
Updates or upgrades may include security or bug fixes, herein. Customer is responsible and liable for any breach
performance enhancements,or new functionality,and may by an Authorized User of his or her obligations hereunder.
be issued with or without prior notification to Customer.
Customer hereby consents to such automatic updates. 10. Customer Data.
7.2 Pre-Launch Offerings. From time to time,Samsara may in 10.1 Ownership and Usage. Customer Data is accessible via the
its sole discretion make Pre-Launch Offerings available to Samsara Software.Customer owns all Customer Data,and
Customer. Customer's use of Pre-Launch Offerings made Samsara will keep Customer Data confidential. Customer
available by Samsara is optional and at Customer's hereby grants to Samsara a non-exclusive, transferable,
discretion. Should Customer opt to use Pre-Launch sublicenseable, worldwide, royalty-free license to use,
Offerings: (i) Customer agrees to assume all risk, and copy,modify,create derivative works based upon, display,
waive and release Samsara from any claims, liabilities, and distribute Customer Data in connection with operating
damages,and losses,arising from or related to,directly or and providing the Services. Samsara will maintain
indirectly,the Pre-Launch Offerings;and(ii)except to the reasonable administrative, physical, and technical
extent legally prohibited from taking on indemnification safeguards for protection of the security, confidentiality
obligations, Customer agrees to, without limitation as to and integrity of Customer Data. Samsara will not share
amount, defend, indemnify, and hold harmless Samsara Customer Data without Customer consent,except when the
from any third party claims arising from or related to, release of data is compelled by law or permitted herein.
directly or indirectly,the Pre-Larmch Offerings.Customer Samsara may collect and use analytics, statistics or other
acknowledges that Pre-Launch Offerings that may interact, data related to the Customer Data and Customer's use of
interface, or integrate with third party products and/or the Samsara Software (i)in order to provide the Samsara
services may not be validated or supported by such third Software to Customer;(ii)for statistical reporting and use
parties and may interfere with the operations of or void (provided that such data is not personally identifiable); or
warranties for such third party products and/or services. (iii) to monitor, analyze, develop upon, maintain, and
Except as explicitly set forth otherwise in this Section 7.2, improve the Samsara Software; including by providing
Pre-Launch Offerings are subject to the same terms and such data to third party services for the aforementioned
conditions as are applicable to a "Product" under this purposes. Such use shall survive the termination of this
Agreement. Agreement,unless legally prohibited or Customer requests
in writing upon termination that such use be limited to non-
7.3 Feedback. Customer agrees to use commercially personally-identifiable data. Customer may export
reasonable efforts to provide feedback to Samsara Customer Data at any time through the export features in
regarding the Products upon request and agrees that the Samsara dashboard or via the Samsara API. Customer
Samsara shall have all rights,title,and interest in and to all acknowledges that some information may not be
comments, suggestions, and other feedback (collectively, exportable via the Samsara dashboard or the API. if this
"Feedback")provided by Customer to Samsara related to Agreement terminates or expires and Customer does not
the Products. Customer shall and hereby does irrevocably renew,Customer Data may be immediately deleted.
transfer and assign to Samsara all right,title,and interest it
may have in such Feedback to Samsara, and Samsara 10.2 Customer Data Representation and Warranty. Customer
hereby accepts such transfer. represents and warrant that: (i) Customer will obtain all
rights and provide any disclosures to or obtain any
8. Payment, Shipping, and Delivery. Customer's payment consents, approvals, authorizations and/or agreements
and billing terms are set forth in the Order Form. Unless from any employee or third party that are necessary for
otherwise set forth herein or in the applicable Order Form, Samsara to collect, use, and share Customer Data in
all payments made to Samsara under an Order Form are accordance with this Agreement (ii) no Customer Data
non-refundable. All shipments are FOB (2010) Origin, infringes upon or violates any other party's intellectual
Freight Prepaid,and Charged Back. property rights, privacy, publicity or other proprietary
rights and(iii)Customer will adhere to all applicable state,
9. Accounts. Customer shall be solely responsible for federal and local laws and regulations in the conduct of its
administering and protecting Accounts.Customer agrees to business in relation to Samsara and its receipt and use of
provide access to the Samsara Software only to Authorized the Products. EXCEPT TO THE EXTENT LEGALLY
Users, and to require such Authorized Users to keep PROHIBITED FROM TAKING ON
Account login information, including user names and INDEMNIFICATION OBLIGATIONS, CUSTOMER
passwords, strictly confidential and not provide such AGREES TO INDEMNIFY, DEFEND AND HOLD
Account login information to any unauthorized parties. HARMLESS SAMSARA AND, IF RELEVANT, ITS
Customer is solely responsible for monitoring and SUBPROCESSORS AGAINST ANY LIABILITIES,
controlling access to the Samsara Software and DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS,
maintaining the confidentiality of Account login FEES (INCLUDING LEGAL FEES), AND EXPENSES
information and any provided API tokens.In the event that IN CONNECTION WITH ANY THIRD-PARTY LEGAL
Customer or any Authorized User becomes aware that the OR REGULATORY PROCEEDING ARISING FROM
security of any Account login information has been ANY ACT OR OMISSION OF THE CUSTOMER IN
compromised,Customer shall immediately notify Samsara RELATION TO CUSTOMER INSTRUCTIONS OR
and de-activate such Account or change the Account's FROM THE CUSTOMER'S BREACH OF THIS
login information. Authorized Users may only use the SECTION 10.2.
Samsara Software strictly on behalf of Customer and
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11. Confidentiality. hereby accepts such transfer. No ownership rights are
being conveyed to Customer under this Agreement.
11.1 Confidential Information. "Confidential Information" Except for the express rights granted herein,Samsara does
means any technical, financial, or business information not grant any other licenses or access rights, whether
disclosed by one Party to the other Party that:(i)is marked express or implied, to any other Samsara software,
or identified as"confidential"or"proprietary"at the time services,technology or intellectual property rights.
of such disclosure;or(ii)under the circumstances,a person
exercising reasonable business judgment would understand 12.2 Firmware. The Firmware is licensed,not sold. Customer
to be confidential or proprietary. Samsara Confidential owns the Hardware on which the Firmware is recorded,but
Information includes any information related to the Samsara retains ownership of the copy of the Firmware
Products,including the pricing thereof, Samsara Software itself, including all intellectual property rights therein.
Systems, or Samsara customers or partners, and any data Customer acknowledges that the Firmware is protected by
or information that Samsara provides to Customer in the patent,copyright,trademark,and other laws of the United
course of providing the Products to Customer. Customer States and foreign countries.Samsara reserves all rights in
Confidential Information includes Customer Data and any the Firmware not expressly granted to Customer in this
data or information that Customer provides to Samsara for Agreement. Customer acknowledges and agrees that
the purpose of evaluating, procuring, or configuring the portions of the Firmware, including but not limited to the
Services (for example, makes and models of vehicles or source code and the specific design and structure of
equipment, address book or CRM data,vehicle routes, or individual modules or programs,constitute or contain trade
similar information). Confidential Information excludes secrets of Samsara and its licensors.
information that:(i) is now or hereafter becomes
generally known or available to the public, through no 13. Wifi Data Usage. The Enterprise Vehicle Gateway
breach of the receiving Party's confidentiality obligations; License(LIC-VG-ENT)includes up to 500 MB per month
(ii)was known,without restriction as to use or disclosure, of WiFi data. No other Vehicle Gateway license includes
by the receiving Party prior to receiving such information WiFi data, unless identified otherwise in the applicable
from the disclosing Party;(iii)is acquired by the receiving Order Form together with the magnitude of data included.
Party from a third party who has the right to disclose it and Connectivity between the Vehicle Gateway and Samsara
who provides it without restriction as to use or disclosure; Software does not count towards the monthly WiFi data
or (iv)is independently developed by the receiving Party provision. Samsara reserves the right to limit access to
without use or knowledge of or reference to any personal entertainment streaming services. Data usage
Confidential Information of the disclosing Party. above the monthly threshold may result in the reduction of
connection speeds, the restriction of connectivity, the
11.2 Confidentiality Obligations. The receiving Party agrees: interruption of connectivity,or some combination thereof.
(i) to maintain the disclosing Party's Confidential Restriction or interruption of connectivity will not impact
Information in strict confidence; (ii) not to disclose such the function of HOS Logs.Customer may track data usage
Confidential Information to any third parties (except for from the Gateways page within the Settings section of the
any employees or agents of receiving Party in performing Samsara dashboard.
under this Agreement under reasonable confidentiality
obligations); and (iii) not to use any such Confidential 14. Links to and Integrations with Third Party Products or
Information for any purpose except to perform under this Services. The Products may contain links to and/or
Agreement or as authorized by the disclosing Party. integrate with third party websites, resources, products
Notwithstanding anything to the contrary in this and/or services. SAMSARA PROVIDES THESE LINKS
Agreement,the receiving Party may disclose the disclosing AND INTEGRATIONS ONLY AS A CONVENIENCE.
Party's Confidential Information to the extent required by Samsara is not responsible for the content,functionality,or
law or regulation, including any applicable public record availability of such third party products and/or services.
request laws, provided that the receiving Party uses Customer acknowledges sole responsibility for and
reasonable efforts to give the disclosing Party advance assumes all risk arising from its use of any third party
notice of such requirement and reasonably cooperates with websites,resources,products and/or services and any links
the disclosing Party at the disclosing Parry's expense in or integrations made available thereto.
preventing,limiting,or protecting such disclosure.
15. Publicity. Customer hereby grants Samsara permission to
12. Proprietary Rights. use the Customer name and logo on Samsara's website,
press releases, customer lists, SEC filings, earnings calls,
12.1 Samsara Software. Samsara and its licensors exclusively and investor and marketing materials to list Customer as a
own all right, title and interest in and to the Samsara customer. However, Samsara will not use Customer's
Software that Customer accesses or licenses,including all name, trademarks, or logos in any other way without
associated intellectual property rights. Customer Customer's prior consent.
acknowledges that the Samsara Software is protected by
copyright,trademark, and other laws of the United States 16. Term. The term of this Agreement begins upon the
and foreign countries.Customer agrees not to remove,alter Effective Date and shall continue until the License
or obscure any copyright,trademark,service mark or other Expiration Date for the last active Order Form or until
proprietary rights notices incorporated in or accompanying otherwise terminated earlier as provided hereunder.
the Services. Customer shall and hereby does irrevocably
transfer and assign to Samsara all right,title,and interest it 16.1 Termination for Material Breach. Either Party may
may have in the Samsara Software to Samsara and Samsara terminate this Agreement upon a material breach by the
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other Party if such breach remains uncured for a period of IN CREATING,PRODUCING, OR DELIVERING THE
thirty (30) days following receipt of written notice. If PRODUCTS WILL BE LIABLE FOR ANY
Customer materially breaches this Agreement, Samsara. INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY
may terminate access to and use of the Services,at its sole OR CONSEQUENTIAL DAMAGES, INCLUDING
discretion,until the breach is cured.If Samsara materially LOST PROFITS, LOSS OF DATA OR GOODWILL,
breaches this Agreement and such breach remains uncured SERVICE INTERRUPTION, COMPUTER DAMAGE
after thirty(30)days,Customer will be entitled to provide OR SYSTEM FAILURE OR THE COST OF
a notice of termination and request a Refund. Unless SUBSTITUTE SERVICES ARISING OUT OF OR IN
otherwise set forth herein or in the applicable Order Form, CONNECTION WITH THIS AGREEMENT OR FROM
an Order Form cannot be terminated prior to the License THE USE OF OR INABILITY TO USE THE
Expiration Date. PRODUCTS, WHETHER BASED ON WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE),
16.2 Termination for Non-Appropriation of Funds. The PRODUCT LIABILITY OR ANY OTHER LEGAL
continuation of an Order Form one(1)year after the license THEORY, AND WHETHER OR NOT THE OTHER
start date and annually thereafter is contingent upon the PARTY HAS BEEN INFORMED OF THE
appropriation of sufficient funds by Customer.if sufficient POSSIBILITY OF SUCH DAMAGE, EVEN IF A
finds fail to be appropriated by Customer to provide for LIMITED REMEDY SET FORTH HEREIN IS FOUND
the continuation of the applicable Order Form for TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Customer's then-subsequent fiscal year, Customer may SOME JURISDICTIONS DO NOT ALLOW THE
terminate such Order Form with prior written notice EXCLUSION OR LIMITATION OF LIABILITY FOR
effective as of the later of the date of the beginning of such CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO
subsequent fiscal year and the end of the then-current THE ABOVE LIMITATION MAY NOT APPLY.
annual license period. If Customer so terminates such
Order Form, Samsara shall be entitled to payment of and 18.2 Cap. EXCEPT AS TO ANY EXPRESS
for: all amounts due as of the date of termination; INDEMNIFICATION OBLIGATION SET FORTH
deliverables in progress;liabilities,fees,or costs caused by HEREIN OR A BREACH OF SECTION 7.2 OR
such termination including for obligations that extend SECTION 10.2 BY CUSTOMER,IN NO EVENT WILL
beyond the date of termination;and reasonable Order Form EITHER PARTY'S TOTAL LIABILITY ARISING OUT
close-out costs. OF OR IN CONNECTION WITH THIS AGREEMENT
OR FROM THE USE OF OR INABILITY TO USE THE
16.3 Effect of Termination. Upon any termination or expiration PRODUCTS EXCEED THE AMOUNTS CUSTOMER
of the Agreement, the following Sections of this HAS PAID TO SAMSARA HEREUNDER DURING
Agreement will survive: 5(Restrictions), 7.2 (Pre-Launch THE TWELVE (12) MONTHS PRECEDING THE
Offerings), 7.3 (Feedback), 8 (Payment), 10 (Customer EVENT GIVING RISE TO THE DAMAGE, OR IF
Data), 11 (Confidentiality), 12 (Proprietary Rights), 16 CUSTOMER HAS NOT HAD ANY PAYMENT
(Term) , 17 (Warranty Disclaimers), 18 (Limitation of OBLIGATIONS TO SAMSARA (FOR EXAMPLE
Liability), 19 (Dispute Resolution), 20 (Governing Law), THROUGH A FREE TRIAL), ONE HUNDRED
and 21 (General Terms). At the Customer's request, and DOLLARS($100).
subject to Samsara's data retention and backup policies,
Samsara shall delete and remove any Customer Data on the 18.3 THE EXCLUSIONS AND LIMITATIONS OF
Hosted Software. DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE
17. Warranty Disclaimers. THE SERVICES, ANY PRE- BARGAIN BETWEEN SAMSARA AND CUSTOMER.
LAUNCH OFFERINGS, AND ANY LINKS AND
INTEGRATIONS WITH THIRD-PARTY WEBSITES, 19. Dispute Resolution. Unless Customer is legally prohibited
RESOURCES, PRODUCTS AND/OR SERVICES ARE by law from resolving disputes by arbitration,any dispute
PROVIDED"AS IS,"WITHOUT WARRANTY OF ANY arising from or relating to the subject matter of this
KIND. WITHOUT LIMITING THE FOREGOING, Agreement that cannot be resolved by the Parties within a
SAMSARA EXPLICITLY DISCLAIMS ANY period of sixty(60)days after notice of a dispute has been
WARRANTIES OF MERCHANTABILITY, FITNESS given by one Party hereunder to the other,shall be finally
FOR A PARTICULAR PURPOSE, NON- settled by arbitration in the JAMS location nearest to the
INFRINGEMENT, AND ANY WARRANTIES county in which Customer has its principal place of
ARISING OUT OF COURSE OF DEALING OR USAGE business, using the English language in accordance with
OF TRADE.Samsara makes no warranty that the Services the Arbitration Rules and Procedures of the Judicial
will meet Customer's requirements or be available on an Arbitration and Mediation Services,Inc.("JAMS Rules")
uninterrupted, secure, or error-free basis. Samsara makes then in effect,by one or more commercial arbitrator(s)with
no warranty regarding the quality, accuracy, timeliness, substantial experience in resolving complex commercial
truthfulness,completeness or reliability of any analytics or contract disputes. The Parties agree that such arbitrator(s)
Customer Data.Exhibit A contains information regarding shall have full authority to award preliminary and
the Samsara Hardware warranty. permanent injunctive relief,damages,and any other relief
available in law, at equity, or otherwise pursuant to
18. Limitation of Liability applicable law and that any emergency arbitrator(s)
appointed in accordance with the JAMS Rules shall have
18.1 No Consequential Damages.NEITHER SAMSARA NOR authority to grant emergency relief in accordance with such
CUSTOMER NOR ANY OTHER PARTY INVOLVED rules.
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20. Governin Law. This Agreement and any action related Commerce Denied Person's List or Entity List, the State
thereto will be governed by the laws of the state in which Department's Debarred list,or similar denied parties list without
Customer has its principal place of business without regard prior authorization by the U.S. Government. Customer shall
to its conflict of laws provisions.Exclusive jurisdiction and not export,re-export,or transfer the Products if for use directly
venue for actions related to this Agreement or Customer or indirectly in any prohibited activity described in Part 744 of
use of the Products will be the state and federal courts the U.S. Export Administration Regulations, including certain
located in or nearest to the county in which the Customer nuclear, chemical or biological weapons, rocket systems or
has its principal place of business,and both parties consent unmanned air vehicle end-uses.
to the jurisdiction of such courts with respect to any such
actions.
21.5 Force Majeure. Samsara is not liable or responsible,
21. General Terms. nor shall be deemed to have defaulted under or breached this
Agreement,for any failure to perform or delay in performing its
obligations under this Agreement due to an event of force
21.1 Entire Agreement. This Agreement together with any majeure.An event of force majeure is any event or circumstance
amendments or addenda thereto and any applicable Order beyond Samsara's reasonable control, such as war, hostilities,
Form constitute the entire and exclusive understanding and act of God, earthquake, flood, fire, or other natural disaster,
agreement between Samsara and Customer regarding the strike or labor conditions,material shortage,epidemic,disease,
Products,and this Agreement supersedes and replaces any government action, or failure of utilities, transportation
and all prior oral or written understandings or agreements facilities, or communication or electronic systems.
between Samsara and Customer regarding the Products. If
there is a conflict between the terms of an Order Form and
the terms of this Agreement, then the terms of the Order 21.6 Financed Purchases. if you are accessing the Products
Form controls over the terms of this Agreement.If for any through a financing entity ("Lender"), the terms in this
reason a court of competent jurisdiction finds any provision Section shall apply. Any obligation you may have to the
of this Agreement invalid or unenforceable,that provision Lender is absolute and unconditional, not subject to any
will be enforced to the maximum extent permissible and setoff or counterclaim as between you and Lender,unless
the other provisions of this Agreement will remain in full agreed to otherwise in the separate financing agreement
force and effect. ("Financing Agreement")you enter into with the Lender to
finance your purchase of the Products. You acknowledge
21.2 Acceptable Use.Customer may not,and may not allow any and agree that when you execute the Financing Agreement,
third-party, including its Authorized Users, to (a)use the the Lender is prepaying Samsara for the Products on your
Products: (i) for any inappropriate, improper, behalf and such prepayment is final and cannot be refunded
discriminatory,illegal,or otherwise harmful purpose or(ii) by Samsara unless otherwise provided under this
to violate,or encourage the violation of,the rights of others Agreement. You accept the risk that any Products are not
which includes, without limitation, legal rights (e.g., provided or are not satisfactory; provided this sentence
intellectual property or proprietary rights)or human rights does not affect your rights against Samsara as limited by
(i.e.,the rights inherent to all human beings regardless of this Agreement,or Samsara's obligations to you under this
race, sex,nationality,ethnicity,language,religion, or any Agreement. If you choose to discontinue use of the
other status, including without limitation the right to life Products for any reason,you will continue to be liable for
and liberty,freedom from slavery and torture, freedom of any outstanding payment obligations specified in the
opinion and expression, the right to work and education, Financing Agreement. If you have any claim against or
and many more), each as reasonably determined by dispute with Samsara,you may not take action by reason
Samsara; or(b)engage in abusive,harassing, threatening, of such claims against Lender. if you are purchasing
offensive,or otherwise improper conduct towards Samsara through a Lender, Samsara may terminate your access to
or its employees, agents, service providers, partners, or the Products should you breach this Agreement or the
other customers. To report any potential misuse or terms of the Financing Agreement. Any Refunds issued by
violation,please email abuse(a)samsara.com or submit an Samsara under this Agreement for Product purchases
anonymous concern via samsara-external.etlricspoint.com. financed under a Financing Agreement shall be remitted to
the Lender, and any impact such remittance may have on
your remaining payment obligations to Lender is governed
21.3 Assignment. Customer may not assign or transfer this by the Financing Agreement.
Agreement, by operation of law or otherwise, without
Samsara's prior written consent.Any attempt by Customer
to assign or transfer this Agreement,without such consent, 21.7 Notices. Any notices provided under this Agreement must
will be null. Samsara may freely assign or transfer this be made in writing. Notices to Samsara must be made via
Agreement without restriction. Subject to the foregoing, email to the email address below. Courtesy copies to either
this Agreement will bind and inure to the benefit of the Party may optionally be provided to the office address set
Parties,their successors and permitted assigns. forth below via: (i)personal delivery,(ii)overnight courier
delivery,or(iii)registered or certified mail,return receipt
21.4 Export Restrictions. Customer shall not use the requested. If a different San Francisco, California, USA
headquarters address for Samsara is provided on Samsara's
Products in violation of applicable export control or sanctions website at https://www.samsara.com/company/contact
laws of the United States or any other applicable than the address set forth below, such different address
jurisdiction. Customer shall not use the Products if Customer is should be used instead,with attention to the Legal Team.
or is working on behalf of any restricted person or entity,
including those listed on the U.S.Treasury Department's list of
Specially Designated Nationals, the U.S. Department of Samsara Inc.
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Email:le�4alnoticesksamsara.com Address:
Telephone:(415)985-2400
Address: Attn: Legal Team, 1 De Haro Street, San Francisco, 21.8 Remedies. Either party's failure to enforce any right or
CA 94107 provision of this Agreement will not be considered a
waiver of such right or provision. The waiver of any such
right or provision will be effective only if in writing and
Customer-see addendum signed by a duly authorized representative of both Parties.
Except as expressly set forth in this Agreement, the
Name: exercise by either party,of any of its remedies under this
Agreement will be without prejudice to its other remedies
Email: under this Agreement or otherwise.
Telephone:
[END OF TERMS AND CONDITIONS]
IN WITNESS WHEREOF,the Parties have executed this Master License and Services Agreement effective as of the
Effective Date,which if not specified earlier in this Agreement shall be the later date set forth below.
SIGNATURES
Monroe County Samsara Inc.
By: By: 400011
Name: Name: Adam Eltoukhy
Title: Title: EVP-Chief Legal Officer
Date: Date: April 4,2023
------------
Approved as to form and legal sty.. e P
oru-oe Comty ttcn y's Office
Christina C ty Assistant urip),Attorney
e
Date: 4/4/23
364
ADDENDUM A
The following clauses are added into this Agreement between Samsara("Contractor")and Monroe
County ("County") as if fully set forth therein:
SECTION 1. SCOPE OF SERVICES
1.1 Contractor shall do,perform, and carry out in a professional and proper manner
the professional services described in the Master License and Services Agreement ("MSA"),
and Order Form attached hereto and made a part of this agreement, as well as any future Order
Forms.
1.2 Contractor and County may execute additional Order Forms, each of which, if
accepted by the County, shall be governed by this Agreement. The Order Forms shall be to
purchase additional software and/or hardware. Upon receipt of any future Order Forms, the
requesting department shall prepare and submit a Task Order to be approved and executed
according to the Monroe County Purchasing Policy.
SECTION 2. WARRANTIES AND REPRESENTATIONS
2.1 Contractor warrants that it is authorized by law to engage in the performance of
the activities herein described, subject to the terms and conditions set forth in these Agreement
documents. The Contractor shall, at all times, exercise independent, professional judgment
and shall assume professional responsibility for the services to be provided. Contractor shall
provide services using the following standards, as a minimum requirement:
A. The Contractor shall maintain adequate staffing levels to provide the services required
under this Agreement.
B. To the extent that Contractor uses employees, subcontractors or independent
contractors,this Agreement specifically requires that the employees, subcontractors and
independent contractors shall not be an employee of or have any contractual
relationship with County.
C. All personnel engaged in performing services under this Agreement shall be fully
qualified, and, if required, to be authorized or permitted under State and local law to
perform such services.
D. The Contractor shall maintain all necessary licenses, permits or other authorizations
necessary to act as a Contractor.
SECTION 3. COUNTY'S RESPONSIBILITIES
3.1 Contractor's scope of basic services consists of those described in the MSA and Order
Form. The County will provide the equipment necessary to operate all software and
hardware provided pursuant to this Agreement.
3.2 The County shall make payments as outlined in Section 4 of this Agreement.
SECTION 4. PAYMENT TO CONTRACTOR
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4.1 The lump sum fees that will be paid by the County are as shown in the attached Order Form
and shall be contained in any future Order Form. The County is exempt from sales and use
taxes.
4.2 The lump sum fees are inclusive of all actual costs incurred, including by way of example
and not limitation, photocopies, long distance telephone charges, overnight delivery
services, and travel expenses.
4.3 Payment will be made according to the Florida Local Government Prompt Payment Act,
Sections 218.70-218.80, Florida Statutes. Contractor shall submit to the County an Order
Form with supporting documentation in a form acceptable to the Clerk. Acceptability of the
Order Form to the Clerk is based on generally accepted accounting principles and such laws,
rules and regulations as may govern the Clerk's disbursal of funds. Order Forms and/or
invoices shall be sent to the County's Fleet Department who will review the documents and
route them to appropriate County Staff for approval. Upon receiving all required approvals,
the Order Form(s) will be forwarded to the County Clerk's office for payment.
SECTION 5. NOTICES
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
To the County: Roman Gastesi, Monroe County Administrator
1100 Simonton Street, Room 2-205
Key West,Florida 33040
And: Monroe County Attorney's Office
1111 12t" Street, Suite 408
Key West, Florida 33040
And: Monroe County Fleet Department
For the Contractor: See Section 21.7 of the Agreement
SECTION 6. GOVERNING LAW,VENUE, INTERPRETATION, COSTS AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida applicable to contracts made and to be performed entirely in the State. In the event
366
that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of this Agreement, County and Contractor agree that venue shall lie in the 16tn
Judicial Circuit, Monroe County, Florida.
SECTION 7. CONTRACT DOCUMENTS
This contract consists of this Addendum, the Master License and Services Agreement
("MSA") and Order Form provided by Samsara and any future Order Forms.
SECTION 8. INSURANCE POLICIES
8. 1 The CONTRACTOR shall obtain insurance as specified and maintain the required
insurance at all times that this Agreement is in effect. In the event the completion of the
project (to include the work of others) is delayed or suspended as a result of the
CONTRACTOR' S failure to purchase or maintain the required insurance, the
CONTRACTOR shall indemnify the COUNTY from any and all increased expenses
resulting from such delay.
8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of
VI or better, that is licensed to business in the State of Florida and that has an agent for
service of process within the State of Florida. Contractor shall provide sixty (60) days
notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be
written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the
COUNTY.
8.3 CONTRACTOR shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida, sufficient to
respond to Florida Statute 440.
B. Employers Liability Insurance with limits of$ 100, 000 per Accident, $ 500, 000
Disease,policy limits, $ 100, 000 Disease each employee.
C. Comprehensive Business Automobile and Vehicle Liability Insurance covering
claims for injuries to members of the public and/or damages to property of others
arising from use of motor vehicles, including onsite and offsite operations, and
owned, hired or nonowned vehicles, with $ 200, 000 per person, $ 300, 000 per
Occurrence, $ 200,000 Property Damage or$ 300,000 combined single limit.
D. Commercial General Liability Insurance, including Personal Injury Liability,
covering claims for injuries to members of the public or damage to property of
others arising out of any covered act or omission of the CONTRACTOR or any of
its employees, agents or subcontractors or subCONTRACTORs, including
Premises and/ or Operations, Products and Completed Operations, Independent
Contractors; Liability assumed under an insured contract Endorsement with $
300,000 per Person, 500,000 per Occurrence, $ 200,000 Property Damage or$
500,000 Combined Single Limit
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An Occurrence Form policy is preferred. If coverage is changed to or provided on
a Claims Made policy, its provisions should include coverage for claims filed on or
after the effective date of this contract. In addition,the period for which claims may
be reported must extend for a minimum of 48 months following the termination or
expiration of this contract.
F. Cyber Liability Insurance to include the following coverages: Data Breach,
Network Security Liability, Internet Media, Network Extortion, regulatory
Proceedings, PCI Fine and Cost. The minimum limits acceptable is: $ 1,000,000
G. COUNTY shall be named as an additional insured with respect to
CONTRACTOR'S liabilities hereunder in insurance coverages identified in
Paragraphs C and D.
H. CONTRACTOR shall require its subCONTRACTORs to be adequately insured at
least to the limits prescribed above, and to any increased limits of CONTRACTOR
if so required by COUNTY during the term of this Agreement. COUNTY will not
pay for increased limits of insurance for subCONTRACTORs.
1. CONTRACTOR shall provide to the COUNTY certificates of insurance including
those naming the COUNTY as an additional insured.
J. If the CONTRACTOR participates in a self-insurance fund, a Certificate of
Insurance will be required. In addition, the CONTRACTOR may be required to
submit updated financial statements from the fund upon request from the
COUNTY.
SECTION 9. FLORIDA PUBLIC RECORDS LAW (Florida Statute 119.0701)
Contractor must comply with Florida public records laws, including but not limited to Chapter
119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and
Contractor shall, upon reasonable advance notice, allow and permit reasonable access to, and
inspection of, all documents, records, papers, letters or other "public record" materials in its
possession or under its control and solely subject to the provisions of Chapter 119,Florida Statutes.
The County shall have the right to unilaterally cancel this contract for material breach upon
violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this
provision shall be deemed a material breach of this contract and the County may enforce the terms
of this provision in the form of a court proceeding and shall, to the extent provided by Florida
statute, as a prevailing party, be entitled to reimbursement of all, attorney's fees and costs
associated with that proceeding. This provision shall survive any termination or expiration of the
contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law in
order to comply with this provision.
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Contractor shall maintain all books, records, and documents directly pertinent to performance
under this Agreement in accordance with generally accepted accounting principles consistently
applied. Each party to this Agreement and their authorized representatives shall, at most once
annually and at each party's sole expense, have reasonable and timely access to such electronic
records of each other party to this Agreement for public records and auditing purposes during the
term of the Agreement and for five (5) years following the termination of this Agreement. If an
auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to
this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall, if
undisputed, repay the monies together with interested calculated pursuant to Section 55.03 the
Florida Statutes, running from the date the monies were paid to Contractor.
Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records
laws of the State of Florida, including but not limited to:
a. Keep and maintain public records required by Monroe County in order to perform the service.
b. Upon written request from the public agency's custodian of public records, at most once
annually, provide the public agency with a copy of the requested records or allow the records to
be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in
Florida Statutes, Chapter 119 or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in
possession of the contractor or keep and maintain public records required by the public agency to
perform the service. If the contractor transfers all public records to the public agency upon
completion of the contract,the contractor shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If the contractor keeps
and maintains public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to Monroe County, upon request from the public agency's custodian of records, in a
format that is compatible with the information technology systems of Monroe County.
If the Contractor does not comply with the County's request for records, the County shall enforce
the public records contract provisions in accordance with the contract notwithstanding the
County's option and right to unilaterally cancel this contract upon violation of this provision by
the Contractor, solely in accordance with Florida state statute. A Contractor who fails to provide
the public records to the County or pursuant to a valid public records request within a reasonable
time may be subject to penalties under Section 119.10, Florida Statutes.
Contractor shall not transfer custody, release, alter, destroy, or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
369
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY, AT (305) 292-3470, bradley-
brian(a monroecounty-fl.gov, c/o Monroe County Attorney's Office, 1111 12
St., Suite 408, Key West FL 33040.
SECTION 10. MONROE COUNTY PURCHASING POLICY and Florida Statute 287.0582
See section 16.2 of Samsara's Master License and Services Agreement which is in compliance
with Monroe County Purchasing Policy and Florida Statutes.
SECTION 11. PUBLIC ENTITY CRIME STATEMENT
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity,
may not be awarded or perform work as a Contractor, supplier, subcontractor, or Contractor under
a contract with any public entity, and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vendor list. As used herein, the term
"convicted vendor list" means a list maintained by the Florida Department of Management
Services, as defined in F.S. 287.133.
By entering in this Agreement, the vendor acknowledges that it has read the above and states that
neither the vendor nor any Affiliate has been placed on the convicted vendor list within the last 36
months.
SECTION 12. ETHICS CLAUSE
By entering in this Agreement, the vendor warrants that he/it has not employed, retained or
otherwise had act on his/her behalf any former County officer or employee in violation of Section
2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 010-1990. For breach or violation of this provision the County may, in its
discretion, terminate this Agreement without liability and may also, in its discretion, deduct from
the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission,
percentage, gift, or consideration paid to the former County officer or employee.
SECTION 13. SCRUTINIZED COMPANIES (F.S. 287.135)
This contract is terminable at the option of the awarding body if the company is found to have
been placed on the Scrutinized Companies that Boycott Israel List as that term is defined in F.S.
287.135 or is engaged in a boycott of Israel.
370
SECTION 14. CONVICTED VENDOR
By signing this agreement, Contractor represents that the execution of this Agreement will not
violate the Public Entities Crime Act (Section 287.133,Florida Statutes). Violation of this section
shall result in termination of this Agreement and recovery of all monies paid hereto,and may result
in debarment from County's competitive procurement activities.
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on an Agreement with a public entity for the construction
or repair of a public building or public work, may not perform work as a Contractor, supplier,
subcontractor, or Contractor under Agreement with any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017 of
the Florida Statutes, for the Category Two for a period of 36 months from the date of being placed
on the convicted vendor list.
SECTION 15. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of
competent jurisdiction, the remaining terms, covenants, conditions and provisions of this
Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted
by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this Agreement. The
County and Contractor agree to reform the Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision.
SECTION 16. ATTORNEY'S FEES AND COSTS
The County and Contractor agree that in the event any cause of action or administrative proceeding
is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,
the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award
against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the Circuit Court of Monroe County.
SECTION 17. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the
benefit of the County and Contractor and their respective legal representatives, successors, and
assigns.
SECTION 18. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Agreement have been duly authorized by all necessary County and corporate action, as
required by law.
SECTION 19. COOPERATION
371
In the event any administrative or legal proceeding is instituted against either party relating to the
formation, execution, performance, or breach of this Agreement, County and Contractor agree to
participate, to the extent required by the other party, in all proceedings, hearings, processes,
meetings,and other activities related to the substance of this Agreement or provision of the services
under this Agreement.
SECTION 20. NONDISCRIMINATION
The parties agree that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has
occurred, this Agreement automatically terminates without any further action on the part of any
party, effective the date of the court order. The parties agree to comply with all Federal and Florida
statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but
are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit
discrimination in employment on the basis of race, color,religion, sex, and national origin; 2)Title
IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC § 794), which prohibits discrimination on the basis of disability; 4)
The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-
255), as amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive
Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91616),
as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The
Public Health Service Act of 1912, §§ 523 and 527(42 USC§§ 690dd-3 and 290ee-3),as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil
Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§
12101), as amended from time to time, relating to nondiscrimination in employment on the basis
of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on
the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity
or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal
or state statutes which may apply to the parties to, or the subject matter of, this Agreement.
SECTION 21. COVENANT OF NO INTEREST
County and Contractor covenant that neither presently has any interest, and shall not acquire any
interest,which would conflict in any manner or degree with its performance under this Agreement,
and that only interest of each is to perform and receive benefits as recited in this Agreement.
SECTION 22. CODE OF ETHICS
The parties understand that officers and employees of the County are required to comply with the
standards of conduct for public officers and employees as delineated in Section 112.313, Florida
Statutes,regarding,but not limited to, solicitation or acceptance of gifts; doing business with one's
372
agency; unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
SECTION 23. NO SOLICITATION/PAYMENT
The County and Contractor warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or secure
this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Agreement. For the breach or violation of the provision,the Contractor agrees that the County
shall have the right to terminate this Agreement without liability and, at its discretion, but solely
to the extent required under Florida state statute,to offset from monies owed, or otherwise recover,
the full amount of such fee, commission,percentage, gift, or consideration.
SECTION 24. NON-WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County
and the Contractor in this Agreement and the acquisition of any commercial liability insurance
coverage, self-insurance coverage, or local government liability insurance pool coverage shall not
be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement
entered into by the County be required to contain any provision for waiver.
SECTION 25. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the County, when
performing their respective functions under this Agreement within the territorial limits of the
County shall apply to the same degree and extent to the performance of such functions and duties
of such officers, agents, volunteers, or employees outside the territorial limits of the County.
SECTION 26. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,nor shall
it be construed as,relieving any participating entity from any obligation or responsibility imposed
upon the entity by law except to the extent of actual and timely performance thereof by any
participating entity,in which case the performance may be offered in satisfaction of the obligation
or responsibility. Further, this Agreement is not intended to, nor shall it be construed as,
authorizing the delegation of the constitutional or statutory duties of the County, except to the
extent permitted by the Florida constitution, state statute, and case law.
SECTION 27. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the County and the Contractor agree that neither the County
nor the Contractor or any agent, officer, or employee of either shall have the authority to inform,
373
counsel, or otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this Agreement.
SECTION 28. ATTESTATIONS
Contractor agrees to execute such documents as the County may reasonably require,including,but
not being limited to, a Public Entity Crime Statement and an Ethics Statement.
SECTION 29. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any
member, officer, agent or employee of County in his or her individual capacity, and no member,
officer, agent or employee of County shall be liable personally on this Agreement or be subject to
any personal liability or accountability by reason of the execution of this Agreement.
SECTION 30. INDEMNIFICATION, DEFEND, HOLD HARMLESS
The Contractor does hereby consent and agree to defend (or settle), at its expense, any actual or
threatened third-party action, suit or proceeding against County, its Mayor, the Board of County
Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other
agents, individually and collectively, ("Claim") to the extent such Claim is based on an allegation
that Contractor's Products or any part thereof, as of its delivery date under this Agreement,
infringes a valid United States patent or copyright or misappropriates a third party's trade secret,
and will indemnify County,its Mayor,the Board of County Commissioners, appointed Boards and
Commissions, Officers, and the Employees, and any other agents for any costs, damages and
reasonable attorneys' fees attributable to such Claim that are awarded against County. Contractor's
obligations under this section are contingent upon: (a) County providing Contractor with prompt
written notice of such Claim; (b) County providing reasonable cooperation to Contractor, at
Contractor's expense, in the defense and settlement of such Claim; and (c) Contractor having sole
authority to defend or settle such Claim. In the event that Contractor's right to provide the Products
is enjoined or in Contractor's reasonable opinion is likely to be enjoined, Contractor may obtain
the right to continue providing the Products, replace or modify the Products so that it becomes
non-infringing,or,if such remedies are not reasonably available, terminate this Agreement without
liability to County and County will be provided a Refund. THE FOREGOING STATES THE
ENTIRE OBLIGATION OF CONTRACTOR AND ITS LICENSORS WITH RESPECT TO
ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS. Contractor will have no liability
under this section to the extent that any Claim results from: (a)modifications to the Products made
by a party other than Contractor or a party acting on Contractor's behalf, (b) the combination,
operation or use of the Products with equipment, devices, software or data not supplied by
Contractor; (c) County's failure to use updated or modified versions of the Products provided by
Contractor; (d) Contractor's compliance with any designs, specifications or plans provided by
County; or (e) County's use of the Products other than in accordance with this Agreement or any
Documentation.
374
At all times and for all purposes hereunder, the Contractor is an independent contractor and not an
employee of the Board of County Commissioners. No statement contained in this agreement shall
be construed so as to find the Contractor or any of his/her employees, contractors, servants or
agents to be employees of the Board of County Commissioners for Monroe County. As an
independent contractor the Contractor shall provide independent, professional judgment and
comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to
the services to be provided.
SECTION 31. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the
day of April, 2023.
ON BEHALF OF MONROE COUNTY
Craig Cates, Mayor
a. f4u*�
Contractor Signature
Adam Eltoukhy, EVP- Chief Legal Officer
Approved as to Form and Legal Sufficiency
Date: 2/13/23
------------
Approved as to f"orni-and legal stiff ie y
Mont-oe Co ty AttcT y's Office
Christina Coi°y, Assistant Count,),Attorney
Date: 4/4/23
375
EXHIBIT "A"
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 0 10-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without
liability and may also, in its discretion, deduct from the Agreement or purchase price, or
otherwise recover, the full amount of any fee, commission,percentage, gift, or consideration paid
to the former County officer or employee."
Signature of Corporate Officer
Date
State of:
County of:
Subscribed and sworn to (or affirmed before me,by means of Physical presence
or Online notarization, on
(date)
By (name of afftant).
He/She is personally known to me or has produced
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
376
EXHIBIT "B"
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid,proposal, or reply on a contract to provide any goods or
services to a public entity, may not submit a bid, proposal, or reply on a contract with a public
entity for the construction or repair of a public building or public work, may not submit bids on
leases of real property to a public entity, may not be awarded or perform work as a Contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017,
Florida Statute, for CATEGORY TWO for a period of 36 months from the date of being placed
on the convicted vendor list."
I have read the above and state that neither Samsara nor any Affiliate has been placed on the
convicted vendor list within the last 36 months.
(Signature)
Date:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed)before me, by means of❑ physical presence or ❑ online
notarization, on (date)by (name of affiant).
He/She is personally known to me or has produced (type of
identification) as identification.
NOTARY PUBLIC
My Commission Expires:
377
Samsara Inc
1 De Haro Street
s a m s a ra San Francisco, CA 94107
www.samsara.com
QUOTE #Q-546926 Prepared For:
Monroe County, FL
1100 Simonton St
Issued 05-19-2023 Key West, Florida
Expires 06-30-2023 33040
Prepared By:
Michael Harper
Sourcewell Contract#: 020221-SAM michael.harper@samsara.com
Quote Summary Subtotal
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Hardware and Accessories $0.00
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Licenses
License Term—40
Months
................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Upfront Hardware Sales Tax $0.00
..............................................................................................................................................................................................................
If shipping is"Pending"-Amount is pending due to size
of order;Shipping and Handling subject to change.
If Sales tax is"Pending"—Final amount will be provided
prior to payment Annual License Sales Tax $0.00
"3%fee
charged on non-ACH charges(Canada Exempt)
'Sales tax subject to change
..............................................................................................................................................................................................................
First Payment- Deferred to Oct. 2023: $81,675.00
...............................................................................................................................................................................................
Second Payment-Oct.2024 $79,788.00
...............................................................................................................................................................................................
Third Payment-Oct.2025 $79,788.00
...............................................................................................................................................................................................
Total 40-Month Cost(June 2023-October 2026) $241,251.00
..........................................................................................................................................................................................................................................................................................
samsara.com 1
378
Samsara Inc
1 De Haro Street
s a m s a ra San Francisco, CA 94107
www.samsara.com
SHIP TO William Uptegrove
111 Overseas Hwy Suite 300
Rockland Key, Florida,33040
United States
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Hardware and Accessories Quantity Net Unit Price Total Price
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Vehicle IoT Gateway, model VG54 261 $0.00 $0.00
H W-VG 54-NA
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Enhanced VG Series OBDII J1962 L-mount cable 260 $0.00 $0.00
CBL-VG-COBDI I-Y1
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
AG51 Unpowered Asset Gateway 117 $0.00 $0.00
HW-AG51
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
AG Non-Trailer Power Cable Harness 108 $0.00 $0.00
CBL-AG-AP W R
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
AG26 65 $0.00 $0.00
H W-AG 26
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
AG J1939 9pin cable 35 $0.00 $0.00
CBL-AG-A9PI N
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Vehicle IoT Gateway, model VG54, for Heavy Duty Vehicles 23 $0.00 $0.00
H W-VG 54-NAH
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Enhanced VG Series J1939 or J1708(9-pin) 22 $0.00 $0.00
CBL-VG-CJ 1939
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
9-pin Caterpillar cable 8 $0.00 $0.00
CBL-AG-ACT9
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Enhanced VG Series OBDII J1962 universal-mount cable 2 $0.00 $0.00
CBL-VG-COBDI I-YO
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Hardware Due $0.00
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Licenses Quantity Annual Unit Total Annual
Price Price
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
License for Asset Gateways 65 $168.00 $10,920.00
LI C-AG2-ENT
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
License for Unpowered Asset Tracker 117 $108.00 $12,636.00
LIC-AG-UNPWR
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Annual License $23,556.00
Due
...............................................................................................................................................................
samsara.com 2
379
Samsara Inc
1 De Haro Street
s a m s a ra San Francisco, CA 94107
www.samsara.com
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Bundles Quantity Annual Unit Total Annual
Price Price
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
License for Vehicle Gateways-Public Sector Only, No WiFi, No
ELD 284 $198.00 $56,232.00
LIC-VG-PS
..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Annual License
$56,232.00
Due
...............................................................................................................................................................
samsara.com 3
380
Samsara Inc
1 De Haro Street
s a m s a ra San Francisco, CA 94107
www.samsara.com
Thank you for considering Samsara for your fleet.
Samsara provides real-time visibility, business-relevant tools, and powerful
analytics that enable customers to increase the productivity of their fleets and
reduce operating costs. A solution for your fleet is proposed below.
What is included?
Samsara's fleet tracking solution includes hardware accessories and a per-
gateway license. Gateway licenses provide all ongoing elements of the service,
including:
- Real-time location and vehicle telematics
- Dashboard access with unlimited administrator accounts
- Driver App for US and Android devices with unlimited driver accounts
- Over-the-air software feature upgrades
-API access as it relates to features for integration with 3rd party systems
- Maintenance and phone support
Samsara does not include hidden costs in its licenses. If you want access to
Samsara's full set of fleet features--including but not limited to WiFi hotspot and
ELD capabilities--you will need to upgrade your license. Samsara reserves the right
to audit usage of features unrelated to the solution as well as remove them from
the Samsara Dashboard.
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381
Samsara Inc
1 De Haro Street
s a m s a ra San Francisco, CA 94107
www.samsara.com
Payment Terms
This order form includes a license fee for the Samsara Software associated with the Hardware to
be paid annually and, if applicable, a one-time Hardware cost to be paid upfront(Net-30).The
annual fees are payable by recurring wire transfer. Undisputed late payments are subject to a
1.5%per month late fee. If license payments are delinquent by 60 days, Samsara may suspend
the Service until late payments are remitted.
License Term
The license term for the Samsara Software licenses purchased under this Order Form begins on
the day Samsara activates the applicable Samsara Software license by providing you a claim
number and access to the Hosted Software ("License Start Date"). If Hardware associated with
a
then-u nactivated Samsara Software license will be shipped to you under this Order Form, such
Samsara Software license will be activated on the day the Samsara Hardware ships.
Notwithstanding the foregoing, if you are renewing the license term for a previously-activated
Samsara Software license under this Order Form,the License Start Date for the renewal license
term shall be the day that Samsara extends your access to the Hosted Software for the renewal
license term. Samsara Hardware requires a valid license to function.
Samsara may ship Hardware under this Order Form subject to a schedule as mutually agreed
between the Parties or as determined by Samsara. To the extent such Hardware is associated
with then-unactivated Samsara Software licenses,the Samsara Software license term for each
such Hardware device will start on the day that device ships regardless of the shipment schedule
for the other such Hardware devices. If all such Hardware is shipped in one shipment, the license
term for all such Hardware will be the full license term under this Order Form. If such Hardware is
shipped in multiple shipments, only the license term of such Hardware in the initial shipment will
be such full license term.The license term of the remaining such Hardware shipped after the initial
shipment will be set to match the then-remaining license term of the initial shipment, so that the
license term for all such Hardware under this Order Form expires on the same date. The total cost
of the licenses for such Hardware shipped after the initial shipment will be pro-rated based on their
actual license term, rounded up to the nearest month, as compared to the full license term under
this Order Form. Certain payment amounts under this Order Form assume that the entire order is
fulfilled at the same time and are subject to potential reduction based on the actual schedule of
order fulfillment.
Support and Warranty
Samsara stands behind its Products. Hardware Products that require a valid license to function
come with a warranty that lasts as long as you maintain a valid license for such Hardware. All
other Hardware Products, such as accessories, come with a one-year warranty, unless otherwise
specified on the relevant Samsara data sheet. During the warranty period, Hardware exhibiting
material defects will be replaced pursuant to our Hardware Warranty&RMA policy at
wwyv,: rrrsroim/support/hardvuaire warranty. Additional support information can be found at
www.samsara.col U.p- o�rt.
Terms
Unless otherwise set forth herein,your use and access of the Hardware, Products, and
Services specified herein are governed by Samsara's terms of service found at
ts ./lyy, amair „crrniterrris..a:f.:sgrvip , unless the Parties have entered into a separate terms
of service agreement and/or a separate terms of service agreement is attached to this Order
Form, in which case such separate terms of service agreement shall govern (the"Terms of
Service"). You agree to be bound by the Terms of Service, and any capitalized terms not defined
samsara.com 5
382
Samsara Inc
1 De Haro Street
s a m s a ra San Francisco, CA 94107
www.samsara.com
herein shall have the meaning set forth in the Terms of Service. You further agree that any other
Order Forms you enter into for the purchase of Products shall also be governed by the Terms of
Service unless otherwise set forth in the applicable Order Form. For clarity, unless otherwise
agreed by the Parties or approved by Samsara,the pricing and payment terms under this Order
Form shall not apply to any such other Order Forms.
The continuation of this Order Form one (1)year after the license start date and annually
thereafter is contingent upon the appropriation of sufficient funds by Customer. If sufficient funds
fail to be appropriated by Customer to provide for the continuation of the Order Form for
Customer's then-subsequent fiscal year, Customer may terminate this Order Form with prior
written notice effective as of the later of the date of the beginning of such subsequent fiscal year
and the end of the then-current annual license period. If Customer so terminates this Order Form,
Samsara shall be entitled to payment of and for:all amounts due as of the date of termination;
deliverables in progress; liabilities,fees, or costs caused by such termination including for
obligations that extend beyond the date of termination;and reasonable Order Form close-out
costs.
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383
Samsara Inc
1 De Haro Street
s a m s a ra San Francisco, CA 94107
www.samsara.com
Notification of Confidentiality
Except as legally required under applicable public records request laws, provided that you use
reasonable efforts to provide Samsara with advance notice of any such disclosure, you agree that
the pricing and payment terms specified in this Order Form shall (i) be held in strict confidence; (ii)
not be disclosed to any Samsara competitor or other entity, except as pre-approved in writing by
Samsara;and (iii) not be used except to evaluate the suitability of the Samsara Products for your
business. You will immediately notify Samsara in the event of any unauthorized use or disclosure
under these terms. Violation of these obligations will cause irreparable harm to Samsara for which
Samsara may obtain compensatory and timely injunctive relief from a court, as well as any other
remedies that may be available, including recovery of all reasonable attorney's fees and costs
incurred in seeking such remedies.Your obligations specified herein shall last until the pricing and
payment terms herein are,through no fault or action by you, public. This Order Form is a legally
binding agreement between you ("Customer") and Samsara Inc. ("Samsara"). IN WITNESS
WHEREOF, Customer has caused this Order Form to be executed by its duly authorized
representative.
I confirm acceptance of this Order Form on behalf of the Customer identified herein and represent
and warrant that I have full and complete authority to bind the Customer to this Order Form,
including all terms and conditions herein. Please confirm acceptance of this Order Form by
signing below:
Signature
Print Name:
Date:
Appi-oved as to fovai mKI legal sifficiotiry
Nlotuot CoLuity 4ttairit 's Office
(-hristina Corv, Assistatit County Attomey
Date:5/31/23
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