HomeMy WebLinkAboutAGMT - Satellite Tracking of People (Equip to Electronically Monitor) • •
LEASE AGREEMENT
This Lease Agreement is made on this 9 th%day of June , 2 0 0 8 by and between
SATELLITE TRACKING OF PEOPLE LLC ( "Lessor ") and City of Seal Beach
( "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 Work:
• 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 "Offenders ").
• Lessee /Customer will promptly return all leased equipment to Lessor upon expiration of
the lease term in its original condition, reasonable wear 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 within 30 days of when presented.
Lessee /Customer 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 2n day delivery processed the day
following receipt of the order. Lessee /Customer is responsible for paying the cost associated
with the shipping of leased equipment to and from Lessee /Customer'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: (a) it is has complete authority and responsibility for the
selection, management and administration of Offenders, including but not limited to monitoring,
and designating the monitoring level for all individuals monitored with the leased equipment; (b)
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identifying a Lessee /Customer representative for purposes of this Lease; and (c) establishing
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
rights, 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, Lesee /Customer agrees that it will not decompile, disassemble or otherwise reverse
engineer the lease equipment, including any software, or cause or authorize or enable others to
do so. Lessee /Customer will not modify, or cause, authorize or enable 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
Lessee /Customer's premises during times and dates reasonably agreed upon by Lessee /Customer
and Lessor, and make a reasonable examination of the leased equipment to verify that
Lesee /Customer is 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 third party to the extent allowed by law without the other's written permission. The term
proprietary information means confidential materials, documents, date and other information
which Lessor or Lessee /Customer has designated or marked as proprietary and confidential.
Neither Lessor nor Lessee /Customer will be required to protect proprietary information, which is
or becomes publicly available, (other than as a result of a breach of this Agreement) is
independently developed by such party outside the scope of this Contract, or is rightfully
obtained from third parties.
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
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to Lessee /Customer. Lessor makes no other warranties regarding the products or services
provided hereunder, express or implied, and Lessor specifically excludes any warranty or
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 not 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 his 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: (a) failures of computers, computer - related equipment, hardware or software, network
service coverage not under the control of Lessor; and (b) 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 damages
was proximately caused by Lessor's equipment. To the extent permitted by federal and state
law, Lessee /Customer shall indemnify and hold harmless Lessor for matters that involve
designating levels of monitoring for each offender and any claim, injury, loss, damage or
expense arising out of willful and intentional acts of Offenders.
Miscellaneous Provisions: Termination: Either party may terminate this contract on thirty (30)
days written notice to the other party. 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 shell notify Lessee /Customer who shall then have thirty (30)
calendar days to cure said breach. In the event of a failure to owe, Lessor, in addition to
exercising any other rights or remedies that may be available, may terminate this Contract upon
fifteen (15) days written notice. The occurrence of any of the following events shall constitute
an Event of Default or Breach under this Contact (i) Either Party fails to comply with any other
term, condition or covenant contained in this Contract end does not cure that failure as specified
herein; (ii) 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 forte products and services covered by this Agreement. Statute of Limitations: the
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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 laws 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 end assigns and is not
intended end 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
have 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.
In witness whereof, each of the parties has executed this Agreement as of the date and year first
set forth herein.
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Lessor rp/ /,
Satellite ; ' g Of People ■ LC
Name: : a _ . Utterback
Title: hief Development Officer
Signature:
Lessee /Customer:
Entity Name: City of Seal Beach
Contact Name: David Carmany- City Manager
Address: 211 - $th Street
Seal Beach, CA
90740
Contact Tel: (562) 431 -2527 ext 1300
Signature: if.:•-g ---7
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EXHIBIT "A"
CUSTOMER NAME: CITY OF SEAL BEACH
Initial Term:
Implementation Date: June 9, 2008
Termination Date: (per agreement)
Unit Pricing: Pricing for BluTag® Active will be $7.50 per unit per day, BluTag® Hybrid will
be $6.00 per unit per day, and/or BluTag® Passive will be $4.50 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) BluTag® units.
Insurance and Replacement Costs: In the event of damage to the tag caused by the
offender /defendant or Lessee /Customer, or if the tag is lost, the Lessee /Customer will reimburse
Lessor based on the Replacement Cost listed below. In lieu of Lessee /Customer paying for
lost/damaged 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 on 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): X Yes No
Insurance Cost — charge of an additional $0.75 per unit per day.
Each BluTag® System Includes:
Part Description Quantity Replacement Cost
1 BluTag® Unit 1 $1,500'
2 BluHome® Unit (if applicable) 1 $500
3 BluBox® (if applicable) 1 $350
4 BluFone® (if applicable) 1 $250
5 Straps and direct clips for BluTag® (set comprised of 6 sets per year $25 each set
one strap and four clips)
6 Charging Coupler for BluTag® 1 $50
7 BluScan® (if applicable) 1 $350
8 BluBand® 1 $350
Notes: 1 — Replacement only for lost and stolen units. Units are not available for purchase.
Data and wireless plan included.
The BluTag® installation kit includes:
Part Description Quantity Replacement Cost
1 Backplate Removal Tool 1 $25 each
2 Strap Cutting Tool 1 $50 each
3 Collar Cutting Tool 1 $25 each
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