17-180.00 Vestige Group: GPS Tracking for Street & Stormwater Svcs I7 2'0
Ve s ri g ecu The Vestige Group,LLC 13701 Arco Corporate Dr.Suite 450 Charlotte,NC 28273 1704-321-4906
Connecting g and Monho[Tng Machines
COMMERCIAL EQUIPMENT AND SERVICES AGREEMENT
Order Date: P.O.Number Vestige Salesperson Name: Region:
11-6-2017 Michael Forbes
d
Legal Business Name: DBA: Business Phone:
City of Spokane Valley
Website: Federal Tax ID: Business Email:
Officer/Owner Name: Type of Business:
Mark Calhoun,City Manager
❑ Corp ❑LLC ❑Sole Prop. ❑Municipality❑Federal ❑Other
Officer/Owner Phone: Officer/Owner Email:
509-720-5000 ajenkins@spokanevalley.org Please advise your Vestige rep if there are multiple shipping or installation addresses
Business Address: Shipping Address:
11707 E Sprague Ave
City: State: Zip Code: City State: Zip Code:
Spokane Valley WA 99206
ccounts aya a ontact i i eren an cer wner Email: Phone:
Accountspayable@spokanevalley.org
Installation Contact(it different than OYhcer/Owner) Email: Phone
Shane Arltsarlt@spokanevalley.org
Yearly FEES:
QUANTITY DESCRIPTION Yearly Per Unit Fee Yearly TOTALS
8 Persa with Deluxe 5 months active 7 months inactive $159.99 $1279.92
2 Persa with Deluxe Full Year $279.99 $559.98
10 Persa device purchase $120.00 $1200.00
10 AC Chargers $19.99 $199.90
1 3-wire device with 30 second ping, 12 months active $200.00 $200.00
1 Connectivity for 12 months,30 second reporting $249.99 $249.99
� w MIw Total Yearl Amount $3689.79
.�„ :,. ,s.�.,�, tet
Agreement Length ime sarviOOTam):Please read description
This rgreement is non-rarmllabk.The signer assert,that dl,rtioos required to authorize the execution ofthtr agreement an behallofthe Customer have been taken and that any manager,purchasing agent or person of similar authority is authorized to sign a.y other
doaarrntatau nccemrry by provider In regards to tb,agreement
ONE-TIME FEES(per Occurrence):
QUANTITY DESCRIPTION AMOUNT EXTENDED PRICE
1 Activation Fee $95.00 $95.00
Total One-Time Fees $95.00
All Totals Exclude Applicable Taxes and Fees
Billing Notes:
Installation not included.
The Vestige Group LLC provides on-line training,periodic upgrades to subscription services,and technical support at no additional charge for the duration of the contract. In the
event that the vehicle tracking unit malfunctions or is defective,through no fault of the customer,The Vestige Group LLC will replace the unit at no additional charge at a time
and place mutually convenient to the Customer and The Vestige Group LLC. In order to ensure a swift installation please ensure all vehicles are available.
Please inform your contact person to expect a call within 24 hours to confirm a date for installation. Future deinstalls,or reinstalls(or combined deinstalls and reinstalls
completed at the same time)will be billed at$100 per vehicle.Additional charges may apply if there are multiple installation locations or if more than one visit is necessary to
complete the activity. In signing,the client agrees to comply with the Terms of the Agreement and to complete the payments in full.
if Customer has opted in for Self install,you waive all Itaouity regarding the instarl. You accept the terms and conditions of this agreement at the time of delivery and waive
all rights to hold The Vestige Group LLC liable for loss,damage or improper install made by you.
THE RIGHT'S AND OBLIGATIONS OF THE VESTIGE GROUP LLC AND CUSTOMER ARE SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS AGREEMENT AND INCORPORATED HEREIN BY THIS
REFERENCE. PLEASE READ THE TERMS AND CONDITIONS BEFORE SIGNING THE AGREEMENT BY SIGNING BELOW YOU ARE ACCEPTING THE TERMS OF THE AGREEMENT,INCLUDING THE TERMS
AND CONDITIONS INCORPORATED HEREIN.THE VESTIGE GROUP LLC ACCEPTANCE OF CUSTOMERS ORDER IS SUBJECT TO CREDIT APPROVAL AND SIGNATURE ON THIS AGREEMENT BY A DULY
AUTHORIZED REPRESENTATIVE OF THE VESTIGE GROUP LLC.
Cuspgter��e: ^ I/W U N Title: Authorized The Vestige Group LLC Representative: Title:
Mar
- l `i.,4ftll Joshua Albright Operations Manager
5,,,,,,,,,uez,
Si Ttu e�:/� r Date. ( Signature: A� Date:
�' IY"'k ��`"l,l/l. itis _ 124Lv.�,� ill �e 12-14-2017
Customer will provide Vestige Group,LLC reasonable access to the vehicle to effect such repairs or replacements.In no
event will Vestige Group,LLC be liable for loss of use of the vehicle when the Equipment is being repaired or replaced.
This representation shall be void and of no effect if failure of the Equipment or any part thereof is due to accident,
modification or misuse by the Customer or any third party.
A. GENERAL TERMS AND CONDITIONS Vestige Group LLC repair or replacement of defective Equipment does not apply,and Customer may incur additional
The Terms and Conditions(the`Terms')of this Agreement(the"Agreement')together with each Services Order Form charges,for defects resulting from:(i)damage caused by incorrect installation,use,modification or repair by any
or
govern all contracts for the sale of services(the"Services")by Vestige Group,LLC(which for purposes herein shall component
3rd thereof,p(iii or by tge Customer orrpramthe,CD aml force,or s ang ecement by the conesystem ti
include its affiliates)o the Customer.All other terms,or variations to these primed Terms,conditions,term sheets,order component sat(iii)da ty pre d caused or by any pprovidedty or otherby th Cu Corte,or(iv)damage caused by the connection of the
forms or purchase orders are excluded unless agreed explicitly in writing by a numbered modification addendum Equipment to any third-party products software by the Customs,
authorized by Vestige Group,LLC.Execution of the Services Order Form by the customer,whether in writing,on the H. INTELLECTUAL PROPERTY RIGHTS
Internet,or by email shall mean acceptance that these Terms are deemed incorporated in any purchase order or order
form and shall form the contract between the Customer and Vestige Group,LLC Vestige Group,LLC will,provided Customer gives Vestige Group,LLC prompt notice of any such claim,indemnify the
These Terms are the entire Agreement for the sale of Services,and they shall supersede all prior terms,understandings or Customer from all costs and expenses actually incurred by Customer arising from any claim that use of the Equipment or
agreements between the Customer and Vestige Group,LLC.If any part of the Terms should be found to be invalid or oroof twes ase delivered ed anyby Vestige Group,LLC,and pronpt in conjunction IIf h with ipy third-partyService
ce customer-providedthe equipment
unenforceable by a court or other competent authority,then the rest shall not be affected. l software,that the, Equipmentuthird partyeintellectual intellectual
pr.perhe rightso Equipmenta it party endas
becomes the subjectiof a
claim that or Service infringes the intellectual property of a third party and ns a result of such
Anynotice to begiven in respect of these Tams either of the cities shall be in veil and delivered to the registered claim,or the settlement thereof,the use of the Equipment or Service is prohibited or enjoined,Vestige Group,LLC shall,at
by Pting. its sole expense,use its commercially reasonable efforts to do one or mom of the following:(i)obtain for Customer the
office or principal place of business of the other. right to use the infringing Equipment or Service without any additional cost to Customer;(ii)modify the infringing
B. PRICES,PAYMENT TERMS,COMMITMENT OF CUSTOMER,CREDIT REPORTING AND TAXES Equipment or Service so that it becomes non-infringing;or(iii)replace the infringing Equipment or Service with a non-
infringing item.If,after using commercially reasonable efforts,none of the foregoing alternatives is reasonably possible,
Prices,which are expressed in US Dollars,ue only valid if expressed in writing by Vestige Group,LLC and only for the then Vestige Group,LLC may require that Customer return the infringing Equipment to Vestige Group LLC and/or
discontinue use of the Service and upon such retum or discontinuation of use,Vestige Group,LLC shall refund to
period stated m the quotation or contract.If not stated,the validity period is 30 days.Billing and the Service Term(as Customer a prorated portion of
described in Section N)shall commence on delivery of Equipment or forty five(45)days from the execution of the
applicable Services Order Form,whichever is earlier. ^,j gi) the Service fees already paid for in advance No credit or refund shall be made for Services already provided to the
Unless otherwise stated,payment of all amounts shall be made within IS days of a date on the invoice or before any Customer.Vestige Group,LLC retains all Vestige Group,LLC owned Intellectual Property in the Equipment and Services
due date for payment shown ale the invoice.If any payment is not made by the l date the due date,Vestige Copyright and all other intellectual property rights'subsisting in the Service is owned by Vestige Group,LLC or the
providers of such information.The Customer may use information retrieved from the Services only for its own use which
Group,LLC reserves the right to charge a late payment charge of one f percent(1%)per month of the means that the Customer may not sell,resell,retransmit or otherwise make the information retrieved from the Services
outstanding past due balance.Any failure by Customer to make timely payment of any obligation under this Agreement available in any manner or on any medium to any third party unless the Customer has obtained Vestige Group,LLC prior
shall be deemed a brach.Customer agrees to reimburse Vestige Group,LLC for all charges,costs,expenses and written consent.
attorney's fees incurred to enface or collect the amounts due under this Agreement.
In the event Customer has s valid dispute with any invoice or amount due,such dispute must be communicated in writing
K. CONFIDENTIALITY
to Vestige Group,LLC within 30 days of the billing date,describing the amount,issue and the reason for any dispute. Both Vestige Group,LLC and the Customer will treat all information received from the other party that is marked
Any amounts not disputed within this time frame will be deemed to be valid.Vestige Group,LLC and Customer agree to `Confidential'or which is reasonably obvious to be confidential("Confidential Information')m it would treat its own
work expeditiously to resolve any dispute confidential information,but in no event shall either party employ less than a reasonable degree of cam in protecting the
Confidential Information.Confidential Information includes,but shall not be limited to:pricing,business plans,customer
Customer
agrees to notify Vestige Group,LLC within 30 days of any change in Customer's trade name,address,or lists,operational and technical data and product plans subject to the requirements of chapter 42.56 RCW.
phone number.By executing this Agreement,Customer authorizes Vestige Group,LLC to periodically request your
credit reports and bank and trade references.All payments to Vestige Group,LLC exclude taxes unless specifically
stated.The Customer is responsible for payment of all applicable taxes,however designated or incurred in connection L USE OF THE VESTIGE GROUP LLC SERVICE
with the transactions under this agreement,and agrees to reimburse Vestige Group,LLC for any taxes paid on their
behalf. The Customer is responsible for all use of the Services made using any usernames and passwords registered by or allocated
C. DELIVERY AND INSTALLATION OF VESTIGE GROUP,LLC OWNED EQUIPMENT to it,whether or not the use is made by the Customer or someone else using its username and password.The customer is
responsible for protecting and securing its username and password from unauthorized use.The Customer must notify
The provision of Services as contemplated herein requires the installation of certain Vestige Group,LLC owned Vestige Group,LLC immediately in the event that it is aware of the possibility of a broach of security.
equipment(the"Equipment')into Customer vehicles.All Equipment delivery times and dates are approximate,but Vestige Group,LLC may provide hypertext links to sites on the Internet,which are operated by unrelated third parties.
Vestige Group,LLC shall use its reasonable efforts to respect tem.The parties shall each make commercially Using an external hypertext link means that the Customer maybe leaving Vestige Group,LLC site and Vestige Group,
reasonable efforts to schedule and complete the Installation of the Equipment within fourteen(14)days from the date this LLC therefore takes no responsibility for and gives no warranties,guarantees or representations m respect of linked sites.
Agreement is executed,unless an alternate schedule is agreed upon in advance by both parties.Vestige Group,LLC shall
not be liable for any lou or damage resulting from late delivery or installation.Should Customer not make reasonable Customer aclaowledges and agrees that although Vestige Group,LLC Service contains maps,routing instructions and
efforts to make vehicles available to Vestige Group,LLC or our designee for installation of Equipment within forty five driving directions,Vestige Group,LLC assumes no responsibility for the accuracy of this information.Customer is
(45)days from the date of this Agreement,Vestige Group,LLC obligation to install such Equipment shall expire,and responsible for checking directions for accuracy,confirming that the designated routes still exist,responding appropriately
any installation thereafter shall be subjected to an incremental installation fee of$100 per vehicle,in addition to all other to construction and other road hazards and adhering to all traffic laws.
fees.Vestige Group,LLC inability to install such Equipment in Customer vehicles due to unavailability of Customer
vehicles shall not relieve Customer of its service fees pertaining to such vehicle(s). The Equipment and Services are designed to collect certain data and information from Customer's vehicles,inchnding,
without limitation,data regarding the location of the vehicles,rate of travel,ignition on/off,idle time,number of stops and
Vestige Group,LLC,its employees or sub-contractors shall normally eery out installations.In the event that installation
is carried out by the Customer,the Customer's employees,agents,representatives or nominated subcontractors("Self- Cher mr similaran dVestige Group,upV,Lige Gro Ip,LLC Information").Customer Information, and agrees that rightss between
install"),Vestige Group,LLC shall not be liable for any loss or damage whatsoever,arising directly or indirectly,as a Customer oVestigei LLC,g thege Group,LLC owns allVehicleforegoing,
Customer acknowledges
all grin and to such
Vehicle Information,Without limiting generality of the acknowledge and agrees that,as the
result of any negligence or failure to follow Vestige Group,LLC instructions in installing t a Equipment. owner of the Vehicle Information,Vestige Group,LLC may review,analyze,manipulate,copy and modify the Vehicle
D. ACCESS AND USE Information.Vestige Group,LLC may also distribute reports,analyses and data based upon the Vehicle Information,
provided,however that Vestige Group,LLC agrees that it shall not disclose to any third parties any Vehicle Information
that identifies specifically Customer or any of the drivers of Customer's vehicles.It being understood,however,that the
Subject to the terms and conditions of this Agreement,Vestige Group,LLC hereby grams Customer a non-exclusive, foregoing restriction shall not apply to disclosures of Vehicle Information that are(i)required by law or in response to a
non-transferable limited right in the territory where the Customer is located as follows:a)to access and use the request from law enforcement authorities,(i)made in connection with a subpoena or other similar demand,(iii)made in
Services until the last day of the Service Term,consistent with any Vestige Group,LLC policies and additional use connection with*contemplated merger,acquisition or similar transaction,(iv)made to Vestige Group,LLC affiliates or
limitations specified or referenced in the order form and solely for the Customers use,and b)To download,print,copy related companies,and/or(v)made to Vestige Group,LLC service providers.
and use any documentation as reasonably necessary for it's internal,in-house use related to the rights granted under
subsection(a)above. J. AVAILABILITY OF SERVICES
Vestige Group,LLC reserves all rights nes expressly granted herein.Except as otherwise permitted herein,Customer Vestige Group,LLC does not warrant any connection,communication,transmission,security of or results from the use of
may not copy,modify,adapt,or crate derivative works of the Services.Except as otherwise permitted herein,in no any information provided(or omitted to be provided)in connection with the Services.Availability of,or accuracy of
event shall Customer(i)use,or permit any third party to use,the Services for time-sharing,rental,or service bureau information provided by the Services may become disrupted or degraded from time to time as a result of events such as,
purposes,or(ii)decompile,disassemble,reverse assemble,or otherwise reverse engineer the Equipment or Services,or but not limited to;disruption to satellite system operation,unavailability of wireless data carrier services or signals,
permit any third party to decompile,reverse assemble,or reverse engineer the Equipment or Services.Customer will use disruptions to the Internet or Vestige Group,LLC server(s),computer failures and viruses,and hardware failures.
the equipment and services only in compliance with applicable law. Vestige Group,LLC shall use commercially reasonable efforts to minimize the effects of any such disruption or
E. OWNERSHIP RIGHTS degradation to the Customer,but shall not be liable to the Customer for any loss or damage,whether resulting directly or
indirectly from the unavailability of any of the Services,degradation of the accuracy of the information or the failure of
the Products.Vestige Group,LLC accepts no responsibility whatsoever for any Vehicle Information lost as a result of any
Customer acknowledges that Vestige Group,LLC and its suppliers own all rights,title,and interest in the Equipment and failure of the Equipment or disruption to or degradation of any of the Services.Vestige Group,LLC total liability to the
Services,including but not limited to all copyrights,trade secrets,trademark,patents,confidential information,and Customer shall not exceed the fees received by Vestige Group,LLC from the Customer for the Services relating to the
proprietary and intellectual property rights subsisting therein Customer does not acquire any rights,express or implied, period during which any disruption or degradation of the Services continued
in the Equipment or Services other than those specified in this Agreement.
Third Pavy Software.Customer that the Equipment and Services may contain certain third party Neither Vestige Group,LLC nor its wireless network partners make any warranties with respect to the Service or the
Partyoft licensed to Vestige Leacknowledges h rightto access and use the S Services performance of any wireless network.To the extent Vestige Group,LLC provides access to information provided by other
applicationsRgranted hereunder shall be subject sources,Vestige Group,LLC accepts no liability for and makes no warranties,express or implied,with respect to the
to any underlying license to Vestige Group,LLC from a third party of any component of the Equipment or Services. content thereof Customer has not relied on and will not make claim that it is entitled to the benefit of my representations,
promises,description of services or other statement not specifically set forth in this Agreement
G. EQUIPMENT DEFECTS&REPRESENTATIONS
L. LIABILITY
Subject to the limitations contained herein,Vestige Group,LLC represents that for the Service Term of this Agreement,
the Equipment will be free from defects in materials and workmanship and will substantially conform to the Vestige Group,LLC does not represent or warrant that Customer will achieve any certain results by use of the Service.
specifications for such Equipment.WITH THE EXCEPTION OF THE REPRESENTATION IN THE FOREGOING Vestige Group, LLC does not warrant that the functions contained in the Equipment or Service will meet Customer's
SENTENCE,Vestige Group,LLC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND requirements or that the operation of the Equipment or Services will be uninterrupted or error free.With the exception of
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ALL OTHER WARRANTIES ARE HEREBY the indemnity obligations set forth in section H,Vestige Group, LLC maximum liability for all claims under the
DISCLAIMED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTY OF MERCHANTABILITY, Agreement(whether in tort,contract,negligence or otherwise)shall not exceed one years'Services fee or the total fees
NON-INFRINGEMENT OR received by Vestige Group,LLC from the Customer for the Services,whichever is less.
FITNESS FOR A PARTICULAR PURPOSE If during the Service Term any Equipment is found to be defective, Neither the Customer nor Vestige Group,LLC shall be liable to the other for any economic(including,without limitation,
Vestige Group,LLC will at its option repair or replace the defective Equipment within a reasonable time using loss of revenues,profits,contracts,business or anticipated seeincidental,exemplary,
components or replacements that are new or used.The foregoing remedy is the sole and exclusive remedy of Customs ii savings),whether
indirect, based
nt punitive or
consequential losses or damage or less of goodwill in any way whether such liability is based on ort,contract,negligence,
regarding defective equipment and is in lieu of any other remedy available to the Customer at law or in equity. strict liability,product liability or otherwise arising from or relating to this Agreement or resulting from the use or the
mobility to use the Service or Equipment or the performance or non-performance of the Services or Equipment It is the
responsibility or the Customer to insure itself in this regard if it so desires.
M FORCE MAJEURE
Vestige Group,LLC shall not be liable to the Customer for non-performance or delay in performance of any of its
obligations under these Terms or loss or damage of any products due to acts of God,failure of the Internet or another
network,war,riot,civil commotion,embargo,strikes,fire,theft,delay in delivery of services of sub-contractors or sub-
suppliers,shortage of labor or materials,confiscation or any other unforeseen event(whether or not similar in nature to
those specified)outside the reasonable control of Vestige Group,LLC.
N. TERM AND TERMINATION
The mitis)Service Term of this Agreement shall begin on the earlier of delivery of the Equipment or forty five(45)days
from the date the Services
Order Form is executed,and continue for the period indicated on the Services Order Form(the"Service Term").Unless
we receive notion from you in writing at least 60 days prior to the expiration of the Initial Term(or any year thereafrter),
this Agreement will automatically renew on a month to month basis(a`Renewal Period")under the same terms and
conditions.When you elect to return the Equipment to us,the Equipment must be scheduled for returned 15 days
poor to the end of the Initial Term or applicable Renewable Period or any written notice of your intention to return shall
be deemed null and void and this Agreement shall renew in accordance with this Agreement In the event that you elect
to return the Equipment,you are responsible for all expenses incurred in returning the Equipment to us.This Agreement
and/or the Services Order Form may not be terminated by Customer or Vestige Group,LLC during the Service Term
other than for breach and then only by the non-breaching party.This Agreement may be terminated by either party at the
end of the applicable Service Term by providing written notice at least sixty(60)days prior thereto,but in the absence of
such notice,the applicable Service Term shall automatically renew under the same terms and conditions for
successive three(3)month periods(such renewal periods(s)shall also be referred to herein as a'Service Term').
The provisions of the Confidentiality clause of these Terms shall survive termination by two years.
Upon the termination of this Agreement,for whatever reason,all rights granted by Vestige Group,LLC to Customer
hereunder shall immediately case and Customer shall immediately return to Vestige Group,LLC all Vestige Group,
LLC property,including,but not limited to, it's Equipment,Confidential Information and all copies thereof.Upon the
termination of this Agreement,Vestige Group,LLC shall immediately return to Customer all Customer property,
including,but not limited to,its Confidential Information and all copies thereof.Termination of this Agreement shall not
limit either party from pursuing other remedies available to it,including injunctive relief.Termination of this Agreement,
other than as annuli of Vestige Group,LLC breach,shall not relieve Customer of its obligation to pay all fees and other
amounts due by Customer under this Agreement and such amounts shall be accelerated and paid by Customer in a lump
sum payment due upon termination
0. ASSIGNMENT
Vestige Group,LLC reserves the right to assign this Agreement to a third party at any time dung the term of this
Agreement This Agreement is personal to the Customer,and Customer may not assign its rights or obligations,in whole
or in part,to any third party without Vestige Group,LLC written approval
P. GOVERNING LAW AND JURISDICTION
This agreement will be governed by,enforced in and interpreted according la the laws of the state of South Dakota.You
consent to exclusive jurisdiction m the state or Federal coasts of North Carotins You expressly waive any right to a
trial