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HomeMy WebLinkAboutContracts & Agreements_49-1990_CCv0001.pdf EHICLE LOCATION SYSTEM BETA TEST AGREEMENT This Vehicle Location System Beta Test Agreement(the "Agreement") is entered into this 201bday Of Nov. , 19 goby and between the City of Redlands, a political subdivision of the State of California ("Participant") and International Teletrac Systems ("Teletrac"). Participant and Teletrac are sometimes referred to as the Parties. The Parties agree as follows: 1. The Pilot Program, 1.1 Commencement Date. Teletrac has developed a vehicle location system (the "System") which may assist Participant in its dispatching operations. Participant and Teletrac have determined that Participant will participate in a pilot program (the "Pilot Program") of the System to determine the efficacy of installing the system on vehicles owned or operated by the Participant. The Pilot Program is currently scheduled to begin ,on January 1, 1991 which date may be delayed. (the "Commencement Date"). 1.2 Term. The Pilot Program shall continue for a period of six months after the Commencement date. 2. Pilot Program Coverage Area. The Pilot Program shall be conducted within the boundaries shown in Exhibit "A" to this Agreement (the "Test Area"). Teletrac shall have the right, in its sole discretion, to expand or contract the boundaries of the Test Area upon 5 days written notice to Participant. 3. Pilot Projzram Equipment and Set U12 Procedures 3.1 Units. Teletrac shall supply 2 radiolocation units, antennas and mounting brackets (collectively the "Units") to Participant without charge. Teletrac shall, at its sole expense, install the Units on vehicles designated by the Participant (the "Vehicles"). All Units shall be installed in the interior of the Vehicles or in the trunk compartment, All Units shall use a magnetic mount omni-directional antenna (or other mutually acceptable mount) which shall be placed on the roof of each Vehicle. At the Participant's request, Teletrac shall install permanent antennas on the Participant's vehicles. Teletrac shall not be required to remove antennas which have been permanently installed on Vehicles. 3.2 Installation. Participant shall assist Teletrac in making reasonable arrangements to coordinate Unit installation, maintenance and repair. Unit installation shall be completed at least one week prior to the Commencement Date. Unit Installation shall take place at a mutually agreeable location between the hours of 9 to 5 Monday through Friday. If required for initial installation, Teletrac shall have access to the vehicles from 9 to 5 on Saturdays. 3.3 So-ft-w--=. Teletrac shall supply Participant with mapping and communications software (the "Software") at no charge. A portion of the software uses a proprietary map database from Etak, Inc. Teletrac shall provide up to 3 employees designated by the Participant with an aggregate of 5 hours of hands on training on the Software. Class size and training schedules shall take place at a mutually agreeable place and time. 3.4. Cgmpgters. Modems and je_lgphone Lines, Teletrac shall, at its expense, obtain an IBM 80386 compatible computer with a minimum of 4.0 megabits of RAM, a 30MB hard drive, a 5 1/4" 1.2MB floppy disk drive, keyboard, EGA or VGA display card and monitor, mouse and a Everex Evercom 2400 bps modem using DOS 3.3 (collectively the "Computer"), all of which shall be used to conduct the Pilot Program. The Computer shall be installed in an appropriate location in the Participant's police dispatch offices located at 212 Brookside Avenue, Redlands, California 92373. Participant shall also provide a telephone line for connection to the Computer's modem. Participant and Teletrac shall take reasonable steps to ensure that the Software is installed in the Computer at least 1 week prior to the Commencement Date. 3.5. Return of Equipment and Software. Title to all Units, Computer and the Software shall remain with Teletrac. Participant shall take reasonable steps to protect the Units, and Software from damage and destruction. Unless the Participant and Teletrac agree otherwise, upon the conclusion of the Pilot Program, all Units, Computer and Software shall be returned to Teletrac. 4. Pilot Program Location Information. The Pilot Program shall ultimately be operational 24 hours a day, seven days a week (the "Coverage Time"). During the course of the Pilot Program, the Coverage Time may be expanded or contracted. To the extent possible Teletrac shall provide Participant with at least 24 hours advance notice if the Pilot Program will not be operational during the Coverage Time. At such times that the Participant is not obtaining location information, Teletrac shall have the right to locate the Vehicles in order to Test and improve Teletrac's software, system operation and system coverage. 5. SECURITY OF UNITS. If a Unit(s) is damaged as a result of negligence on the part of the Participant or is lost, the Participant agrees to replace the Unit(s), at the Participant's sole expense. 6. MAINTENANCE QE UNITS AF—rWARE. 6.1. General Maintgnange, Teletrac shall provide maintenance service for the Units and Software. Participant shall take reasonable steps to ensure that Teletrac shall have access to the Vehicles at Participant's vehicle depot in order to provide maintenance to the Units between the hours of 9 a� 5 Monday through Friday. Participant shall provide access to the Computer for Software updates. 6.2 Unit Maintenange. Maintenance shall be provided at a level to ensure that the Units and Software are operational at all reasonable times. To the extent possible, maintenance service or replacement of Units shall be provided within 72 hours of receipt of notification from the Participant that a maintenance problem exists. 7. INDEPENDENT CO ACTOR While performing services hereunder, the Participant is an independent contractor and not an officer, agent or employee of Teletrac. 8. INSURANCE, Teletrac and the Participant shall maintain respective programs of general liability, property damage, workers' compensation and auto insurance as is required to protect the parties as their interests may appear. 9. Reasonable Cooperation 9.1 C-Qg=ration. Teletrac and the Participant acknowledge that the Pilot Program is designed to test and improve Teletrac's location information system and to provide vehicle location information to the Participant. Teletrac and the Participant shall reasonably cooperate in order to ensure that system testing is undertaken in a satisfactory manner. 9.2 Rgfgren(zg&Participant agrees that the City of Redlands Police Department will serve as a reference for, and will discuss the results of the Pilot Program with a) other potential beta site users, b) prospective customers of Teletrac, and c) members of the media which have been mutually agreed upon by the Participant and Teletrac. With the prior approval of the Participant, and at times that are acceptable to the Participant, Teletrac may bring visitors to the Test Site to demonstrate the operation of the Pilot Program. 10. Term, This Agreement shall be effective on the date first written below and shall remain in effect until the end of the Pilot Program. The Agreement may be amended by mutual consent of the parties and may be terminated by either party upon thirty (30) days advance written notification. It. Disclaimer of General Wa_n-4flties. PARTICIPANT ACKNOWLEDGES THAT THE PILOT PROGRAM WELL USE UNITS AND SOFTWARE WHICH ARE IN A "BETA" STAGE AND ARE NOT READY FOR SALE OR USE BY THE GENERAL PUBLIC. ACCORDINGLY, TELETRAC DOES NOT MA ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNITS OR SOFTWARE. NEITHER TELETRAC NOR PACTEL TELETRAC SHALL BE LIABLE TO THE PARTICIPANT FOR ANY DAMAGES INCLUDING ANY LOST PROFITS, SAVINGS OR OTHER CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES CAUSED BY OR ARISING OUT OF A DELAYS IN THE PILOT PROGRAM OR THE PARTICIPANT'S USE OF THE UNITS, THE SOFTWARE OR TELETRAC' LOCATION SYSTEM. IN ADDITION, NEITHER TELETRAC NOR PACTEL TELETRAC SHALL BE LIABLE FOR ANY CLAIM FOR DAMAGES ARISING OUT OF THE USE OF THE UNITSOR SOFTWARE BASED UPON CONTRACT, NEGLIGENCE, OR STRICT LIABILITY IN TORT OR "WARRANTY. 12. DISCLAIMER QE SQF-TWARE AND MAPBASE WARRAhMS THE PARTICIPANT HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT NEITHER TELETRAC, PACTEL TELETRAC NOR ETAK MAKES ANY WARRANTIES WITH PECT TO THE MAPBASE AND ACCEPTS THE TMAPBASE "AS IS". THE PARTICIPANT DISCLAIM ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR D*IPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PARTICIPANT'S APPLICATION OR USE OF THE MAPBASE. NEITHER TELETRAC, PACTEL TELETRAC NOR ETAK WILL BE LIABLE TO THE PARTICIPANT FOR ANY DAMAGES ARISING OUT OF THE USE OF THE MAPBASE, INCLUDING ANY LOST PROFITS, SAVINGS OR OTHER CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF TELETRAC, PACTEL TELETRAC OR ETAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR OF ANY CLAIM BY ANY OTHER PARTY. IN ADDITION, NEITHER TELETRAC, PACTEL TELETRAC NOR ETAK SHALL BE LIABLE FOR ANY CLAIM BY THE PARTICIPANT OR ANY OTHER PARTY FOR DAMAGES ARISING OUT OF THE USE OF THE MAPBASE BASED UPON CONTRACT,NEGLIGENCE, OR STRICT LIABILITY IN TORT OR WARRANTY. 13. Confidentiality, All software provided by Teletrac to the Participant including the MapBase supplied by Etak, Inc., and all materials and knowledge related thereto is obtained by the Participant and its employees, agents and representatives, in confidence, and to the extent permitted by law, shall not be duplicated or disclosed by any of them in any form for the use or benefit of any person or entity, nor reproduced, transcribed, imitated or simulated in whole or in part, except in accordance with this Agreement. The Participant may disclose relevant aspects of the software to employees, agents or representatives to the extent that such disclosure is reasonably necessary to the Participant's use of the software pursuant to this Agreement, provided that the Participant shall take all reasonable steps to ensure that the software is not disclosed or duplicated in contravention of this Agreement by employees, agents or representatives, including, but not limited to, requesting the execution of a written confidentiality agreement by each such person. Participant and its employees may disclose the above described information to the extent they are required to do so by law, 14. Su Mors, This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. 4 15. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties as to the subject matter of this Agreement and supersedes all previous communications, representations or agreements. 16. No Third PAM Bengficiarig& This Agreement is intended to be for the sole benefit of the Participant and Teletrac and no provision of this Agreement shall be relied upon for the benefit of any third party. 17. NqfiM All notices given pursuant to this Agreement shall be in writing and shall be deemed to have been given when personally delivered, or, when delivered by United States first-class mail (prepaid registered or certified mail) as follows: If to Teletrac, to: International Teletrac Systems 9800 La Cienga Blvd., Suite 1005A Inglewood, California 90301 Attn: President ,or any such other address as Teletrac shall specify by notice to Participant. If to Participant, to: City of Redlands - Police Department 212 Brookside Avenue Redlands, California 92373 Attn: Chief Robert E. Brickley or any such other address as Participant shall specify by notice to Teletrac. 18. Counter=s. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 19. Headins. The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 20. Amendments. No provisions of this Agreement shall be deemed amended or modified by either party unless such amendment or modification is in writing and signed by an authorized representative of the party against whom it is sought to enforce such amendment or modification. 21. Non-Assignment- Neither party shall assign or otherwise, transfer its rights or obligations under this Agreement without the prior written consent of the other party. 5 22 . GoverningLaw, This Agreement shall be governed by and construed in accordance with the laws of the state of California as if both parties were resident and doing business in California. 23 . At the conclusion of the six month program Teletrac agrees to sell to the participant the computer, modern, and monitor, at Teletrac's cost which at the current time is approximately $2, 000. This cost does not include the two radio location units, antennae, or mounting brackets. CITY OF REDLANDS INTERNATIONAL TELETRAC SYSTEMS A political subdivision of A CALIFORNIA CORPORATION the Statel,,pf -qrnia B A/1 BY: a -les" G " 'iDe r3 Mark Licht M r - President DATE: November 20. 1990 DATE: 3/11 SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CLERK OF THE CITY COUNCIL. Clerk of the City Council of Redlands, California 6