HomeMy WebLinkAboutContracts & Agreements_200-2008_CCv0001.pdf LEASE AGREEMENT
This Lease Agreement is made on this 2d day of December, 2008 by and between SATELLITE TRACKING OF PEOPLE LLC
("Lessor")and CITY OF REDLANDS('Lessee/CUSTOMER"),
In consideration of the mutual promises contained herein and the receipt of other good and valuable considerations, the parties
agree as follows:
Scope of War*:
Lessee/Customer desires to have the ability to electronically monitor certain individuals.
• Lessor desires to lease to Lessee/Customer certain equipment and services as set forth in Exhibit A.
• Title to all leased equipment shall remain with Lessor. Lessee/Customer is not purchasing any of the equipment set forth
in Exhibit A. Instead,such equipment Is being leased by Lessee/Customer solely for its use in the United States to assist
in tracking the location of designated individuals(referred to herein as"'Individuals"or"Offendere),
+ Lome/Customer will promptly return all leased equipment to Lessor upon expiration of the lease term in its original
condition,reasonable weer and tear excepted.
Contract Term and Renewal: This Contract shall begin on the Effective Date defined in Exhibit A and shall continue for the period
of time Lessor provides the services set forth in Exhibit A, unless terminated or renewed as provided herein ("Initial Term').
Following the Initial Term, this Contract, its terms and conditions and authorized amendments will renew automatically for
succeeding periods of one(1)year each on the anniversary of the Effective Date unless otherwise terminated as provided herein.
Payment: Lessor will provide Lessee/Customer with monthly invoices in accordance with Exhibit A. Lessor invoices are due and
payable in full when presented. LesseelCustomer is responsible for sales or use tax,if any,or any other similar State taxes on the
transactions hereunder,
Shipping: Unless otherwise agree to by Lessor,shipping of equipment will be done in accordance with Lessor's standard shipping
terms of 2"d day delivery processed the day following receipt of the order, Lessee/Customer is responsible for paying for the cost
associated with the shipping of leased equipment to and from Lessee/Custorner's designated delivery location. Lessor will pay
shipping costs for faulty equipment returned for repair and replacement.
Lessee/Customer's Obligations- In addition to any obligations and responsibilities otherwise noted herein, Lessee/Customer
understands and acknowledges that during the term of this Agreement and any renewals thereof,it(a)is has complete authority and
responsibility for the selection,management and administration of Offenders,including but not limited to monitoring,(b) designating
the monitoring level for all individuals monitored with the leased equipment,(c)identifying and making available Lessee/Customer
staff during the term of this Agreement,(d)establish alert notification protocols and parameters,
Proprietary Property: Title to any Intellectual Property,leased equipment,including its replacements,and all components of such
equipment and replacements, including any software, shall not pass to Lessee/Customer as a result of this Agreement. Leased
equipment may only be serviced and/or repaired by Lessor, As an attribute of the equipment lease and for only so long as such
lease is not terminated or expired,Lessor grants to Lessee/Customer a personal,non-exclusive,and non-transferable license under
certain U.S. Patents and other intellectual property tights,hereinafter'INTELLECTUAL PROPERTY')that Lessor has the right to
license, such INTELLECTUAL PROPERTY pertaining to the leased equipment, including any software, and the intended use of
such leased equipment. This license shall only extend to Lessee/Customer's use of the leased equipment as specified herein and
for no other purpose. This license shall also extend only to that equipment whose lease from Lessor has not terminated or expired.
Notwithstanding any provision herein to the contrary,this license shall not be assignable or transferable by Lessee/Customer. In
consideration of this license and as a requirement of the lease,Lessee/Customer agrees that it will not decompile,disassemble or
otherwise reverse engineer the leased equipment,including any software,or cause or allow others to do so. Lessee/Customer will
not modify, or cause or allow others, to modify the leased equipment and software, without the prior written consent of Lessor.
Lessor or a professional audit firm selected by Lessor shall have the right, at Lessor's expense, to enter LesseelCustomers
premises during times and dates reasonably agreed upon by Lessee/Customer and Lessor,and make a reasonable examination of
LesseelCustomees records, the leased equipment and other things as may be necessary to verify that Lessee/Customer is s
abiding by the terms and conditions of this Agreement.
Non-infringement of Intellectual Property. Lessor warrants that neither the products, processes,computer software, software
modules,media,documentation and other materials provided to Lessee/Customer under this Agreement will Infringe or constitute an
infringement of any U.S.copyright, U.S.patent, U.S. trademark or other proprietary right of a third party. Should any such Items
become the subject of an infringement claim or suit,Lessor may obtain for Lessee/Customer the right to continue using such Items
or may replace or modify them to make them non-infringing. If Lessor,in Its sole discretion,does not believe that either of these
alternatives is reasonable, Lessor may require Lessee/Customer to stop using such items and Lessee/Customer agrees to
Immediately cease all infringing use
Nondisclosure: The parties hereto agree to protect all confidential proprietary information provided by one party to the other,and
not to publish or disclose the other party's Information to any'bird party without the other's written permission. The term proprietary
information means confidential materials,documents,data and other information which Lessor or Lesseelicustomer has designated
or marked as proprietary and confidential, Neither Lessor nor LesseelCustomer will be required to protect proprietary information,
which is o, becomes publicly available,(other than as a result of a breach of,this Agreerrient)is independently developed by such
Party outside the scope of this Contract,or is rightfully obtained from third parties.
Lessor Initial Lessee/Customer inif
Warranties,Disclaimers and Indemnification: Lessee/Customer is entitled to any warranties on leased equipment provided by
the manufacturer of such equipment and which can be assigned to Lessee/Customer. Lessor makes no other warranties
regarding the products or services provided hereunder,express or implied,and Lessor specifically excludes any warranty
Of merchantability and fitness of its products and services for a particular purpose. Lessor expressly disclaims any
warranty that its monitoring service or its system Is impervious to tampering. In no event will Lessor be liable for any
direct, Indirect, special, consequential or Incidental damages in connection with or arising out of the providing,
Performance or use of the products or services provided under this Agreement. Lessee/Customer acknowledges that neither
the equipment nor services provided herein shall prevent,and that neither is it intended to prevent,any individual from committing
any harmful,tortuous,or illegal acts. Lessee/Customer further acknowledges that it may be possible for an individual to remove the
equipment by unauthorized means, and that Lessor expressly disclaims any liability for any harmful, tortuous, or illegal acts
committed by the Individual. In no event does Lessor assume or bear any responsibility or liability for acts that may be committed
by third Parties or persons subject to or using products or services. The parties hereto shall not be liable for any failure or delay in
performance hereunder which is due to Force Majeure. For purposes of this Section,Force Majeure shall mean any event beyond
the reasonable control of the parties, including,without limitation,failures of computers,computer-related equipment,hardware or
software,network service coverage,fire,flood,riots,strikes,epidemics,war(declared or undeclared and including the continuance,
expansion or new outbreak of any war or conflict now in existence),embargoes and governmental actions or decrees.
Not withstanding anything to the contrary in this Agreement, Lessor will reimburse Lessee/Customer for reasonable costs from a
final judgment in a court of law ruling the damage was proximately caused by Lessor's equipment,
Miscellaneous Provisions: Continued Performance: When this Agreement terminates,both parties will continue to comply with
all of the terms of this Agreement which call for performance prior or subsequent to the termination date,including their respective
obligations to protect confidential proprietary information Breach and Non-payment Termination: In the event a breach of this
Agreement occurs by Lessee/Customer by any reason;including non-payment,.then Lessor shall notify Lessee/Customer who shall
then have fifteen(15)calendar days to cure said breach. In the event of a failure to cure,Lessor,in addition to exercising any other
rights or remedies that may be available,may terminate this Contract upon twenty-four(24)hours notice. The occurrence of any of
the following events shall constitute an Event of Default or Breach under this Contract: (i)Either Party fails to comply with any other
term,condition or covenant contained in this Contract and does not cure that failure as specified herein;(it)A petition in bankruptcy
is filed by or against either Party or a receiver or trustee of any property of either Party is appointed,(iii)Either Party is dissolved,
liquidated or terminated,or either Party ceases its ongoing business operations, sales activity of Support Services, without prior
written consent of the other Party,(iv)Any act or omission of either Party,which adversely effects the reputation of the other;(v)The
passage of any legislation which would impair or jeopardize the ability of Lessor to maintain Lessor's proprietary rights in the
Intellectual Property for the products and services covered by this Agreement. Statute of Limitations: the parties hereby agree
that the statute of limitations for any action for fault hereunder by either party,including for breach of warranty or indemnity,shall be
one(1)year after a cause of action accrues. Venue: This Agreement shall be governed,interpreted and construed under the taws
of the State of California, No Third Party Beneficiaries: This Agreement is intended for the exclusive benefit of Lessor,
Lessee/Customer and their permitted affiliates and assigns and is not intended and shall not be construed as conferring any benefit
on any third party or the general public Successors; this Agreement shall be binding upon the respective successors,affiliates
and assigns of the parties. Modifications and Waivers:if either party waives or modifies any term or condition of this Agreement,
this will not void;waive or change any other term or condition. If either party waives a default by the other,this will not waive future
or other defaults, if any part of this Agreement,for any reason is declared to be invalid,it shall be deemed modified as necessary to
be valid. The remainder of this Agreement shall continue in effect as if the Agreement has been entered without the invalid portion.
Entire Agreement: This Agreement sets forth the full understanding between the parties and may only be changed in writing,dully
executed by both Parties. Acknowledgement: The parties acknowledge that they nave had an opportunity to fully examine this
Agreement and completely understand its terms,and that they approve the same including all of the terms and conditions,
Exhibit A attached Is made a part of this Contract as if fully included in the text.
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Lessor lnit?alst/ - Le seelCustorner Initial Y
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In witness whereof,each of the parties has executed this Agreement as of the date and year first set foz th herein.
Lessor:
SATELLITE TRACKING OF PEOPLE LLC
Name:Greg S.Utterback
Title-Chief Developmen fficer
Signature:
C.
Lessee/ u m
CITY OF L DS
,7
By:
Jon Karrson,Mayor
Attest:
City PW-rk
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Lessor initial Lessee,Customer Initial
EXHIBIT A
CUSTOMER NAME: City of Redlands
Police Department
PO Bax 3005
Redlands,CA 92373
Contact Name: Commander Thomas Fitzmaurice
Phone: (909)7987643
Initial Term:
Implementation Date: December 2,2008
Termination Date: Annual
Unit pricing: Pricing for BiuTag"Active will be$6.50 per unit per day, BiuTag@ Hybrid will be $ 5.25 per unit per day,and/or
BluTagO Passive will be 5 4.00 per unit per day,for GPS units installed and active on offenders. BluHome,a GPS accessory,is an
additional$1.00 when,paired with either BluTag"Active or BluTag"Hybrid. Also included in the per diem;at no additional charge,is
one(1)installation kit for every twenty(20)SluTagy units.
Insurance and Replacement Casts: in the event of damage to the tag caused by the o#fenderldefendant or Lessee/Customer,or if
the tag is lost, the Lessee/Customer will reimburse Lessor based on the Replacement Cast listed below. in lieu of
Lessee/Customer paying for losttdamaged Tags,Lessee/Customer may elect below to purchase insurance(full coverage,no
deductible)at the per diem noted below. Election for insurance coverage must be made at the beginning of the contract,
and stays in effect during the term of the contract for all billable Tags. Regardless of whether insurance coverage is elected,
Lessee/Customer shall use its best efforts to recover all tags an behalf of Lessor. Lessor may terminate this contract if lost or
damaged units from this Agreement exceed 20%of the average daily units activated.
Electing Insurance Coverage(must check one): Yes No
Insurance Cost-charge of an additional$0.76 per unit per day.
Each B. S stem includes:
Pa Description Quandt Re lacement Cost
1 SluTa a Unit q 51.500
2 8luHome0 Unit if a licable l 1 5 500`
3 BluBox(D it a licable 1 5 350
4 BtuFone7 if a licable' 1 $250•
5 Straps and direct clips for BluTagl-D(set comprised of one 6 sets per $25 each set
straR and four cli s ear
6 Charging Coupler for BiuTa Cv 1 $50
7 BiuSearV if applicable) 1 $3501
8 BluBand® 1 5 350'
Notes: 1-Repiacement only for iost and stolen units. Units are not available for purchase. Data and wireless plan included.
The BluTa b installation kit includes:
Part : Description Quantity Replacement Cost i
1 1 Back late Removal Tool 1 5 25 each
2 Stra Cuttin Tooi 1 50 each l
3 I Collar Cutting Tool 1 5 25 each
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Lessor initial LesseelGustomer nitais-
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