HomeMy WebLinkAboutC16-381 BI Incorporated
ELECTRONIC MONITORING SERVICE AGREEMENT
Agreement No. 051816CP1
This Electronic Monitoring Service Agreement ("Agreement") is made between BI INCORPORATED ("BI"), a
Colorado corporation with its principal place of business at 6265 Gunbarrel Avenue, Suite B, Boulder, CO 80301
and Eagle County, Colorado, a body corporate and politic ("Agency") with its principal place of business at 0885 E.
Chambers, Eagle, CO 81631.
This Agreement outlines the responsibilities of each party relative to the operation of an electronic monitoring
program.
This Agreement by the stated parties is effective as of the date of Agency’s signature and the earlier of either BI’s
signature or im plementation of services as provided herein (“Effective Date”).
WHEREAS, Agency has determined that a present need exists for the products and services set forth in this
Agreement; and
WHEREAS, BI is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the GPS Electronic Monitoring services as defined below; and
WHEREAS, Agency is authorized to enter into this Agreement by the laws and regulations to which Agency is
subject; and
WHEREAS, Agency and BI agree that the terms and conditions of this Agreement apply to the products and
services to be provided hereunder; and
NOW, THEREFORE, In consideration of the promises contained herein, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto, desiring to be legally bound, hereby
agree as follows:
1. DEFINITIONS
1.1 “Active Unit”: A Unit which is assigned to a Client and is being monitored by BI.
1.2 “Active Unit Day”: Any day, or any portion thereof, in which there is an Active Unit.
1.3 “Authorized Personnel”: Those persons selected by Agency who are authorized to enroll Clients and
select or adjust notification options.
1.4 “Client”: A person subject to Agency's electronic monitoring program.
1.5 “Confidential Information”: Any information which is marked, or should be reasonably understood to be,
confidential, proprietary, or trade secrets of BI.
1.6 “Documentation”: User guides, reference manuals, and other documentation provided by BI in
connection with the Equipment provided under this Agreement. The Documentation is incorporated
herein by this reference and will be provided upon execution of this Agreement.
1.7 “Equipment” or “Unit”: Manufactured products and third party products provided by BI, including, but not
limited to, GPS tracking devices, radio frequency monitoring devices, transmitters, Drive-BI Monitors, and
alcohol monitoring devices.
1.8 “GPS”: Global positioning system.
1.9 “Supplies”: Straps, latches, and batteries for the BI transmitter.
2. Monitoring Service
2.1 Description. The Monitoring Service consists of Equipment or Units and BI's central host computer
system running TotalAccess or similar monitoring software applications (described below). Units are
issued to the Clients by the Agency. The TotalAccess system is located in BI's offices. The Units
communicate with TotalAccess through cellular telephone service or the Client's landline telephone
service.
2.2 TotalAccess. TotalAccess is a secure and password protected proprietary application that supports the
BI continuum of radio frequency, GPS, and alcohol monitoring equipment
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2.3 System Maintenance. Agency acknowledges that BI must perform periodic maintenance on the host
computer system. During the performance of this maintenance, the system may be required to be
temporarily ‘off-line’. BI will notify Agency via e-mail or phone in advance of any such maintenance.
3. BI's SERVICES
3.1 Training.
3.1.1 Initial Training. BI will provide an initial training session at no cost to Agency regarding the
operation and use of the services provided in this Agreement prior to the commencement of the
Agency’s electronic monitoring program. This training is a requirement before commencement of
services under this Agreement. No login ID will be activated until and unless the assigned user has
successfully completed training certified by BI.
3.1.2 TotalAccess Training. All TotalAccess training sessions shall be conducted via a remote service
such as web conferencing.
3.1.3 Additional Training. Additional training is available and may be subject to a training charge.
3.2 Agency Support. BI will make reasonable efforts to provide Agency with answers to specific Agency
support requests as related to the Equipment, monitoring services, and overall operation of the electronic
monitoring program. BI will supply Agency with an address for e-mail and a 1-800 toll free number for
questions and / or feedback. BI shall provide 24 hours a day, 7 days a week Agency support.
3.3 Rental Maintenance. BI shall maintain the Equipment provided hereunder at its expense. Maintenance
will be performed at BI’s facility. Notwithstanding such obligation, unless otherwise specified in Exhibit A,
Agency shall be responsible for the replacement cost of lost or missing Equipment and/or the cost of
required repairs necessitated by (i) Agency’s negligence or (ii) the damage or destruction of the
Equipment by parties other than BI. Shipment shall be in accordance with BI’s Return Material
Authorization (RMA) Policy described in subsection 3.4 below.
3.4 Return Material Authorization (RMA) Policy. Freight charges to and from BI’s facility for Equipment
eligible for return hereunder shall be paid by BI when pre-authorized by a Return Material Authorization
(RMA) number issued by BI’s Customer Business Services Department and only when BI’s pre-printed
shipping labels are used. BI’s pre-printed shipping labels provide Agency with ground delivery to BI’s
facility. Freight charges incurred by BI for Equipment which is returned in a manner which is inconsistent
with BI’s pre-printed shipping labels or without an RMA number will be charged back to Agency. BI’s
Customer Business Services Department is available to the Agency Monday through Friday from 8:00
am to 5:00 PM Mountain Time by calling 1-800-241-5178.
3.5. BI shall provide all services in accordance with all applicable federal and state laws, rules and
regulations.
4. EQUIPMENT
4.1 Supplied by BI. Subject to availability of the Units, BI shall supply a sufficient quantity of Units to meet
Agency's need subject to notice five (5) business days prior to shipment. Agency agrees that it shall
assist BI in forecasting its Unit needs. All Units or other Equipment supplied by BI shall be subject to all
charges set forth in Exhibit A, as applicable. Agencies utilizing BI supplied Equipment shall be entitled
to receive, at no additional charge, a reasonable quantity of Supplies and installation kits (Unit activator,
lead cutter, allen driver) to maintain Agency's electronic monitoring program in accordance with the prices
set forth on Exhibit A.
4.2 Supplied by Agency. Agency may, subject to prior approval by BI, supply its own Units or equipment to
be utilized hereunder. Any such Unit or item of equipment must be compatible with BI's host computer
monitoring system. Units and/or equipment supplied by Agency will not be subject to the rental charges
set forth in Section 6.1 and/or Section 6.2. All other charges as set forth in Section 6 are considered
applicable and are payable by Agency in accordance with the terms and conditions set forth in Section 6.
In no event is Agency entitled to Unit supplies (batteries, latches, and straps) if it is supplying Units
and/or Equipment hereunder.
4.3 Inspection of Equipment. Upon providing written notice at least two (2) business days in advance and
with the prior consent of Agency, BI shall have the right to enter on the premises where the Equipment
may be located during normal business hours for the purpose of inspecting it, observing its use, or
conducting an inventory.
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4.4 Freight. BI will pay for the cost of shipping Units and other Equipment, Supplies and accessories to and from
Agency via ground delivery. Agency may request shipping methods other than ground delivery, in which event
Agency will pay for the additional cost of such alternative shipping method
5. AGENCY'S OBLIGATIONS. Agency agrees as follows:
5.1 to identify Authorized Personnel;
5.2 to retain complete authority and responsibility for Client selection, enrollment and alert management;
5.3 to be responsible for all liaison work with the involved courts and/or agencies;
5.4 to fulfill all Agency requirements to access and utilize BI’s TotalAccess monitoring system;
5.5 to perform or oversee orientation in compliance with BI policy. Orientation, in accordance with BI policy,
establishes Equipment use guidelines. Agency will ensure that applicable Equipment responsibility and
use forms are acknowledged and signed by the Clients prior to receipt of Equipment.
5.6 to be responsible for the proper use, management and supervision of Equipment; and
5.7 to ensure that users have completed training in access and use of the Monitoring Service, including
TotalAccess.
6. COST OF SERVICES
6.1 Unit Rental Charge. For every Unit provided to Agency by BI, Agency shall pay to BI rent for each day
in any given month that a Unit is in Agency's possession (the "Unit Rental Charge"). The Unit Rental
Charge is as set forth on Exhibit A.
6.2 Additional Rental Charge. For any additional items of Equipment or component of a Unit provided by
BI and in Agency’s possession, Agency shall pay to BI daily or monthly rent for that item of Equipment as
set forth in Exhibit A.
6.3 Service Charge. Every Active Unit is subject to a daily charge as set forth in Exhibit A. For every Active
Day, Agency shall pay to BI an amount based upon the daily service charge.
6.4 Net 30. BI will invoice Agency on a monthly basis for all charges incurred during the month. Payment
shall be made by Agency to BI within thirty (30) days of invoice date.
6.5 Taxes. Except for BI’s net income, Agency will pay, as the same respectively come due, all taxes and
governmental charges of any kind whatsoever together with any interest or penalties that may at any time
be lawfully assessed or levied against or with respect to such item of equipment or services. Agency is a
political subdivision and tax exempt entity.
6.6 During any period that BI Equipment is inoperable, whether due to defective or faulty Equipment or an
interruption in services or temporary downage of the telecom systems, Agency will not be charged any
costs of services set forth in this section 6.
7. TERM, TERMINATION, RENEWAL
7.1 Term. The initial term of this Agreement is for one (1) year from the Effective Date, and will renew
automatically for succeeding periods of one (1) year each on the anniversary of its original effective date
unless otherwise terminated as provided for herein.
7.2 Termination for Convenience. This Agreement may be terminated for convenience by either party
upon thirty (30) days prior written notification to the other party.
7.3 Notice. All notices with respect to this Agreement shall be in writing and signed by a duly authorized
representative of the party. Notices shall be sent by certified mail or delivered by messenger.
7.4 Termination for Default. This Agreement may be terminated by a party upon thirty (30) days prior
written notice to the other party if the other party defaults on any responsibility and/or obligation under
this Agreement, or is in breach of any term of this Agreement, and the defaulting party does not remedy
such default or breach within thirty (30) days following the date of such notice.
7.5 Return. Upon expiration or termination of this Agreement, Agency shall immediately return all property
due to BI. In the event BI's Units, unused supplies and other such property are not returned within seven
(7) days, Agency shall pay to BI ten dollars ($10.00) per Unit per day until BI has all such Units and other
property in its possession. BI is entitled to full payment for services rendered and accepted by Agency
whether during the term of this Agreement or thereafter.
8. LIMITATION OF LIABILITY
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8.1 Agency will be responsible for the proper use, management and supervision of the Equipment. Agency
agrees that BI will not be liable for any damages caused by Agency's failure to fulfill these
responsibilities.
8.2 Disclaimer of Warranty. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, BI EXCLUDES THE
WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE MONITORING SERVICE OR
EQUIPMENT FOR A PARTICULAR PURPOSE. BI EXPRESSLY DISCLAIMS ANY WARRANTY THAT
THE MONITORING SERVICE OR EQUIPMENT IS IMPERVIOUS TO TAMPERING. THE FOREGOING
WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. BI EXPRESSLY
DISCLAIMS ANY WARRANTY THAT THE MONITORING SERVICE OR EQUIPMENT IS COMPLETE,
ACCURATE, RELIABLE, ERROR FREE OR FREE FROM VIRUSES OR OTHER HARMFUL
COMPONENTS, THAT THE PRODUCTS AND SERVICES WILL BE CONTINUOUSLY AVAILABLE, OR
THAT DATA ENTERED ARE SECURE FROM UNAUTHORIZED ACCESS.
8.3 Damages. IN NO EVENT WILL BI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, EVEN IF BI HAS KNOWLEDGE OF THE POSSIBILITY OF THE
POTENTIAL LOSS OR DAMAGE, IN CONNECTION WITH OR ARISING OUT OF THE PROVIDING,
PERFORMANCE, OR USE OF THE SERVICE OR EQUIPMENT PROVIDED UNDER THIS
AGREEMENT.
8.4 Acts. IN NO EVENT DOES BI ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ACTS THAT MAY
BE COMMITTED BY PERSONS AND/OR CLIENTS THAT ARE SUBJECT TO AGENCY’S
ELECTRONIC MONITORING PROGRAM.
8.5 Telecom. Agency recognizes and acknowledges that information is transmitted via third-party
telecommunications service providers. BI makes no representations or warranties regarding carriage of
information over any communications medium not directly controlled by BI, including, but not limited to,
wireless and land-line telecommunications services. Further, BI shall not be liable for any interruption of
service or non-transfer of information due to interruptions, temporary downage or other failure to any
system that is not directly in BI’s control. BI agrees to notify Agency immediately in the event BI
Equipment is not operational due to any such interruption.
9. INDEMNIFICATION COVENANTS
9.1 General. BI will indemnify Agency from and against all liability resulting from the negligence or willful
misconduct of BI, its employees and agents in the providing of the services set forth herein. To the
extent permitted by law, Agency will indemnify BI from and against all liability resulting from the
negligence or willful misconduct of Agency, its employees and agents in the operation and use of the
services as set forth herein.
9.2 Acts. Because BI does not approve those persons and/or Clients subject to Agency's electronic
monitoring program, Agency agrees to indemnify BI, to the extent permitted by law, from and against all
liability resulting from the acts committed by those persons subject to its electronic monitoring program.
As used in this Agreement, the term "liability" includes but is not limited to legal fees and expenses,
penalties and interest.
9.3 Survival. This Section 9 shall remain in effect even if Agency has made full payment under this
Agreement or this Agreement is terminated.
10. OWNERSHIP AND CONFIDENTIALITY/NONDISCLOSURE OBLIGATIONS
10.1 BI shall retain all ownership interests in all parts of the Monitoring Services. All rights owned by BI that
are not granted by this Agreement, including the right to derivative works, are reserved to BI. All rights,
powers and privileges which arise out of this Agreement are, and shall remain at all times, the sole and
exclusive property of BI. Nothing contained in this Agreement shall be deemed to convey to Agency any
title or ownership interest in the Equipment or Documentation.
10.2 The parties agree to hold in confidence and not disclose to any party, other than authorized employees,
the Documentation or any confidential information or trade secrets of the other party, unless as required
by law or government order.
10.3 BI will issue Agency a login ID and a password for use in accessing Total Access and the specific Client
information for that Agency. The confidentiality of the Monitoring Service and Client information is
dependent upon Agency’s careful control of the login ID and password. Agency agrees to maintain its
password as private and confidential information and to take all reasonable measures to maintain the
careful control and security of the login ID and password. In this regard, Agency agrees that each
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employee or contractor, to be authorized to work with or to have access in any way to the Documentation
or trade secrets hereunder, shall agree to be bound by confidentiality, nondisclosure, use, and copying
restrictions consistent with those of this Agreement. Agency agrees to notify BI immediately of the
existence of any circumstances surrounding any unauthorized knowledge, possession, or use of the login
ID and password or any part thereof by any person or entity. BI is not responsible for breaches in
security resulting from third party access to Agency’s password.
10.4 Agency shall not itself and also shall not knowingly permit any of its employees, subcontractors, or
sublicensees to alter, maintain, enhance, or otherwise modify any part of the Monitoring Service, other
than strictly to input, access and update information relating to Clients, as permitted by this Agreement.
Agency shall not reverse engineer, reverse compile, reverse assemble or do any other operation or
analysis with the Monitoring Service or associated software, hardware, and technology that would reveal
any of BI’s confidential information, trade secrets, or technology.
10.5 Agency agrees not to make any attempt to gain any unauthorized access to any other Agency’s or user’s
account or to the systems, networks or databases of the Monitoring Service other than Agency’s specific
Client information as specifically permitted herein. Violations of the Monitoring Service security system
are prohibited and could result in criminal and civil liability.
10.6 Agency shall not, and shall take all reasonable actions to cause its employees, agents and
subcontractors, if any, not to, during the term of this Agreement or at any time thereafter, divulge,
communicate or utilize, other than in the performance of Agency’s obligations under this Agreement, any
Confidential Information which Agency’s or such person has acquired or may acquire, whether technical
or non-technical, relating to the business and affairs of BI.
11. INSURANCE. Each party hereto shall maintain comprehensive general liability insurance, including acts,
errors or omissions and contractual liability insurance, in an amount not less than $1,000,000. Upon request,
the parties hereto shall furnish to the other a certificate of insurance or other evidence that the required
insurance is in effect.
12. FORCE MAJEURE. BI shall not be liable for any delay in the performance or nonperformance which is due to
causes beyond BI’s control, including, but not limited to, war, fire, floods, sabotage, civil unre st, strikes,
embargoes or delays, acts of God, acts of third parties, acts of governmental authority or any agent or
commission thereof, accident, breakdown of equipment, telecommunications services – both wireless and wire
systems, including cell phones, pagers, and the like, differences with employees or similar or dissimilar causes
beyond BI’s reasonable control.
13. GENERAL
13.1 Each party is obligated to protect the proprietary rights and trade secrets which must be revealed during
the course of business. Such obligation shall be for the term of the Agreement and five (5) years
thereafter. Protection shall be interpreted as against the use of such information in a way deemed
detrimental to the other party. Publicly available information shall not be considered proprietary.
13.2 This Agreement is limited in its scope to its defined purpose. It in no way implies that either party has
specific knowledge or bears responsibility for the business practices of the other party. All business
practices and contract compliance outside the defined conditions of this Agreement and authorized
amendments are the sole responsibility of each party.
13.3 Any provision of this Agreement which is found to be prohibited by law shall be ineffective to the extent of
such prohibition without invalidating the remainder of this Agreement. Preprinted terms and conditions of
any purchase order or other instrument issued by Agency in connection with this Agreement which are in
addition to or inconsistent with the terms and conditions of this Agreement will not be binding on BI and
will not apply to this Agreement.
14. VENUE, JURISDICTION AND APPLICABLE LAW. Any and all claims, disputes or controversies related to
this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall
be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under
and shall be governed by the laws of the State of Colorado.
15. ENTIRE AGREEMENT. The entire agreement between the parties with respect to the subject matter hereof is
contained in this Agreement. No prior or contemporaneous negotiations, understandings, or agreements shall
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be valid unless in writing and signed by authorized representatives of each party. This Agreement shall be
binding on and inure to the benefit of the parties hereto and their representatives, successors and assigns.
16. ASSIGNMENT AND SUBCONTRACTING. This Agreement may not be transferred or assigned by Agency or
by operation of law to any other person, persons, firms, or corporation without the express written approval of
BI. BI shall have the right to subcontract any and all services set forth under this Agreement, so long as BI
remains primarily responsible hereunder. Any subcontractor shall be subject to the same insurance
requirements as set forth in paragraph 11 herein.
17. COUNTERPARTS. This Agreement may be executed in any number of counterparts, and by the different
parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.
BI INCORPORATED
Eagle County, CO
_____________________________________________
Signature
_____________________________________________
Signature
__Ruth Skerjanec ______________________________
Printed Name
_____________________________________________
Printed Name
__VP, Financial Planning________________________
Printed Title
_____________________________________________
Printed Title
_____________________________________________
Date
_____________________________________________
Date
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EXHIBIT A
TO THE
ELECTRONIC MONITORING SERVICE AGREEMENT
Agreement No.051816CP1 ("Agreement")
between
BI INCORPORATED ("BI")
and
Eagle County, CO ("Agency")
Pursuant to Section 6 of the Electronic Monitoring Service Agreement referenced above, the cost to Agency for the
services rendered by BI is as follows:
EXACUTRACK ONE CHARGES:
ExacuTrack One Tracker Component Rental: $3.10 per day per Unit provided from BI inventory.
EXACUTRACK ONE WITH 1.30.A0 ZX SERVICE:
ET One - GPS Point Collection every 1 minute, Data Transmission every 30 minutes, no AFLT, with Zone
Crossing Notification.
ExacuTrack One 1.30.A0 ZX Service: $1.90 per day per Unit provided from BI inventory.
ExacuTrack One 1.30.A0 ZX Total: $5.00 total of ExacuTrack One Components and
ExacuTrack One 1.30.A0 ZX Service charges.
ADDITIONAL SERVICES:
Freight: BI will pay for the cost of shipping Units and other Equipment, Supplies and Accessories to and from
Agency via ground delivery. Agency may request shipping methods other than ground delivery, in which event
Agency will pay for the additional cost of such alternative shipping method.
Twenty Percent (20%) ExacuTrack One Unit No-charge Spares: Each month during the term of the
Agreement, Agency is entitled to keep a quantity of ExacuTrack One Tracking units equal to, but not to exceed,
20% of that month’s average number of active Units per day in its possession at no charge (not subject to the
Rental Charge while not in use). For any inactive ExacuTrack One Units in excess of the 20% allowance,
Agency will incur a $3.10 charge per unit per day. Following execution of this Agreement, Agency will be
granted a sixty (60) day ramp-up period before billing of spares will commence.
Unlimited ExacuTrack One Unit Loss or Damage: During each year of this Agreement, BI will pay for the
cost associated with replacing lost, stolen, or damaged Exacutrack One Units.
Supplies Cost: ExacuTrack One fiber optic Strap - $60.00 each; and ExacuTrack One wallcharger - $60.00
each.
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LOC8 CHARGES:
LOC8 Tracker Component Rental: $3.60 per day per Unit provided from BI inventory.
OPTION A - LOC8 WITH 1.30.W5.C30 ZX SERVICE:
LOC8 - GPS Collection Rate once (1) per minute, Data Transmission every 30 minutes, WiFi Locate every 5
minutes (If GPS not found), Cell Tower Locate every 30 minutes (If GPS not found), with Data Transmission at
Zone Crossing.
LOC8 1.30.W5.C30 ZX Service: $1.90 per day per Unit provided from BI inventory.
LOC8 1.30.W5.C30 ZX Total: $5.50 total of ExacuTrack One Components and
ExacuTrack One 1.30.W5.C30 ZX Service charges.
ADDITIONAL SERVICES:
Freight: BI will pay for the cost of shipping Units and other Equipment, Supplies and Accessories to and from
Agency via ground delivery. Agency may request shipping methods other than ground delivery, in which event
Agency will pay for the additional cost of such alternative shipping method.
Twenty Percent (20%) LOC8 Unit No-charge Spare(s): Each month during the term of the Agreement,
Agency is entitled to keep up to, but not to exceed, Twenty Percent (20%) LOC8 Tracker Unit(s) at no charge
(not subject to the Unit Rental Charge while not in use). For any inactive LOC8 Units in excess of the Twenty
Percent (20%) spare(s) allowance, Agency will incur a $3.60 charge per unit per day. Following execution of
this Agreement, Agency will be granted a sixty (60) day ramp-up period before billing of spares will commence.
Unlimited LOC8 Unit Loss or Damage: During each year of this Agreement, BI will pay for the cost
associated with replacing lost, stolen, or damaged LOC8 Units.
Supplies Cost: LOC8 fiber optic Strap - $30.00 each; and LOC8 wallcharger - $49.00 each; LOC8 Battery -
$35.00 each.
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