HomeMy WebLinkAboutAlcohol Monitoring Systems, Inc. - Electronic Home Monitoring (SCRAM) AgreementAr
4.11o INC
1241 West Mineral Avenue, Suite 200
Littleton, CO 80120
AGENCY PRODUCTS AND SERVICES AGREEMENT
AGENCY: Yakima City Police Department TELEPHONE:
ADDRESS: 200 South 3rd St. CONTRACT TERM: 60 Months
Yakima, WA 98901
This AGENCY PRODUCTS AND SERVICES AGREEMENT (the "Agreement"), is entered into as of the Effective Date
by and between ALCOHOL MONITORING SYSTEMS, INC. ("AMS"), a Delaware corporation located at 1241 West Mineral
Avenue, Suite 200, Littleton, Colorado 80120, and the Agency listed above. This Agreement incorporates by reference any
and all Schedules executed by the parties.
1 GENERAL SCOPE OF AGREEMENT
Subject to the terms and conditions of this Agreement, Agency shall have the option to purchase or rent the equipment
specified in any Schedule(s) attached hereto (the "Equipment") and related parts and accessories ("Parts"), and
receive monitoring and tracking services ("Services") from AMS related to individuals (hereinafter "Clients") to enforce
compliance by those individuals who are required to or opt to wear the Equipment ("Clients"). Such Services utilize a
web -based software application, including any related documentation (the 'Monitoring Software"). Equipment and
Parts may be referred to herein as the "Products". The foregoing rights are granted to Agency solely in the Territory
stated on the Schedule(s) for such Products.
2 PAYMENT
2.1 Payment Terms for Products.
2.1.1 Purchased Products. The purchase price of the Products is due and payable within ten (10) days
of date of invoice.
2.1.2 Equipment Rental. Monthly payments for Equipment Rental Fees will be invoiced to Agency by
AMS on or before the tenth (10th) day of each month and shall be paid by Agency to AMS within
thirty (30) days from the date of such invoice.
2.1.3 Other Fees. All other Fees on the Schedules, including Services Fees, if applicable, will be invoiced
by AMS on a monthly basis as incurred and shall be paid by Agency within thirty (30) days from the
date of such invoice.
2.1.4 Currency; Invoiced Taxes. All fees are payable in U.S. Dollars. In addition, Agency is responsible
for the timely payment of all taxes invoiced by AMS related to the purchase price for Products,
Equipment Rental Fees and other Fees to the extent such taxes are applicable to the Agency.
2.2. Requirements for Purchase Orders. AMS will provide Agency with its standard order form to use for
purchases or rentals under this Agreement. Agency may use its own purchase order form in addition to the
AMS order form. All terms on any Agency purchase order shall not alter or amend the terms of this Agreement
and any additional or varying terms contained in such instrument are expressly rejected.
2.3 Taxes. Agency shall be solely responsible for all taxes related to Products or Services provided to it by AMS
under this Agreement including, by way of example and not limitation, sales, use, property, excise, value
added, and gross receipts irrespective of whether the Products are purchased or rented. If Agency is exempt
from taxes of any kind, including but not limited to sales tax, use tax and excise tax, Agency will provide
appropriate exemption documentation for all such taxes applicable to the transactions contemplated by this
Agreement.
2.4 Failure to Make Payments; Suspension of Services. Any amounts due and payable to AMS which are
not paid in accordance with the terms of Sections 1.1 will be subject to interest, accruing from the due date
at the rate of either one -and -one-half percent (1.5%) per month or the highest rate specified by applicable
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statute, whichever is lower. If Services are provided under this Agreement and Agency has not paid all
applicable amounts when due, AMS may provide written notice to Agency of such failure and, if Agency does
not pay all outstanding amounts within thirty (30) days of AMS' notice of delinquency, AMS may suspend
Agency's access to the Services until all past due amounts are paid in full. In addition, AMS may reject orders
from Agency for additional Equipment or withhold delivery of Equipment already ordered until all outstanding
amounts are paid in full by Agency.
2.5 Title to Products — Rental Option. Title and ownership of any rented Equipment delivered by AMS shall
remain with AMS and Agency will not encumber or dispose of such Equipment. In the event of the loss of any
of the Equipment, Agency agrees to pay AMS the Replacement Cost or applicable Purchase Price specified
in the Schedule(s). Agency shall cooperate with AMS in the preparation and filing of any documents
considered necessary by AMS to preserve AMS' title and ownership rights to the Equipment. AMS reserves
the right to audit rental inventory on a monthly basis.
3 RESTRICTIONS; LICENSE; OWNERSHIP; DISCLAIMER
3.1 Restrictions on Use; No Modification. Agency shall not do any of the following acts: (i) wilfully tamper with
the security of the Monitoring Software or Equipment; (ii) access data on the Monitoring Software not intended
for Agency; (iii) log into an unauthorized server or account on the Monitoring Software; (iv) attempt to probe,
scan or test the vulnerability of the Monitoring Software or to breach the security or authentication measures
without proper authorization; (v) wilfully render any part of Monitoring Software unusable; (vi) reverse
engineer, de -compile, disassemble or otherwise attempt to discover the source code or underlying ideas or
algorithms of the Monitoring Software; (vii) modify, translate, or create derivative works based on the
Monitoring Software; (viii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise
commercially exploit the Monitoring Software or make the Monitoring Software available to a third party other
than as contemplated in this Agreement; (ix) use the Monitoring Software for timesharing or service bureau
purposes or otherwise for the benefit of a third party; (xi remove, modify, obscure any copyright, trademark,
patent or other proprietary notice that appears on the Monitoring Software; or (xi) create any link to the
Monitoring Software or frame or mirror any content contained or accessible from the Monitoring Software.
Except as expressly provided in this Agreement, no right or license is granted hereunder, by implication,
estoppel or otherwise.
3.2 Firmware License. The Equipment contains firmware developed and owned by AMS or its third party
suppliers and Agency is hereby granted a limited, non-exclusive, non -transferable, royalty -free license, for
the Term, to use the firmware in the Equipment. AMS and its third party suppliers shall retain all rights to the
firmware contained in the Equipment. This license shall be deemed to be in effect upon delivery of the
Equipment.
3.3 Ownership. Agency acknowledges that all right, title and interest in any software or firmware provided under
this Agreement and all modifications and enhancements thereof, including all rights under copyright and
patent and other intellectual property rights, belong to and are retained solely by AMS or its third party
suppliers. This Agreement does not provide Agency with title or ownership of any software or firmware
provided under this Agreement, but only the rights specified in this Agreement. Further, if Agency suggests
any new features or functionality for the Products or the Monitoring Software that AMS or its third party
suppliers subsequently incorporates into the Products or Monitoring Software, any such new features or
functionality shall be the sole and exclusive property of AMS or its third party suppliers and shall be free from
any confidentiality restrictions that might otherwise be imposed upon AMS pursuant to Section 6 below.
3.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE EXTENT ALLOWED BY LAW,
AMS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE. AMS SHALL HAVE NO LIABILITY WHATSOEVER AS A RESULT OF THE
EQUIPMENT BEING LOCATED IN AN AREA NOT COVERED BY APPROPRIATE WIRELESS
COVERAGE (IF APPLICABLE), OR IF THE EQUIPMENT FAILS TO ESTABLISH A CONNECTION WITH
THE MONITORING SOFTWARE OR THE SERVICES ARE DISABLED DUE TO NETWORK RELATED
ISSUES. Without limiting the express warranties set forth in this Agreement, AMS does not warrant that the
Services will meet Agency's requirements or that access to and use of the Services will be uninterrupted or
free of errors. AMS cannot and does not guarantee the privacy, security, authenticity and non -corruption of
any information transmitted through, or stored in any system connected to, the Internet. Neither AMS nor its
third party suppliers shall be responsible for any delays, errors, failures to perform, or disruptions in the
Services caused by or resulting from any act, omission or condition beyond AMS' or its third party supplier's
reasonable control.
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4 SERVICES TERMS (IF SERVICES ARE PROVIDED BY AMS UNDER THE AGREEMENT)
4.1 Availability of Services. AMS shall use commercially reasonable efforts to make the Services available for
twenty-four (24) hours a day, seven (7) days a week. Agency agrees that from time to time the Services may
be inaccessible or inoperable for reasons beyond the control of AMS, including: (i) equipment malfunctions;
(ii) periodic maintenance procedures or repairs which AMS may undertake; or (iii) interruption or failure of
telecommunication or digital transmission links, hostile network attacks, network congestion or other similar
failures. Agency shall not be entitled to any setoff, discount, refund or other credit as a result of unavailability
of the Services except as expressly provided herein.
4.2 Security. AMS shall use commercially reasonable efforts to prevent unauthorized access to restricted areas
of the Monitoring Software and any databases or other sensitive material. AMS reserves the right to
deactivate or suspend access to the Monitoring Software by a user if such user is found or reasonably
suspected to be using his/her access to facilitate illegal, abusive or unethical activities. Such activities include
pornography, obscenity, violations of law or privacy, hacking, computer viruses, or any harassing or harmful
materials or uses. Agency agrees to hold AMS harmless from any claims resulting from such use or for any
unlawful disclosure or use of Client data by Agency.
4.3 Access To Monitoring Software. Agency agrees to limit requests for access to the Monitoring Software to
only personnel of Agency who are authorized to enroll Clients, set notification options and otherwise access
the information residing within the Monitoring Software. AMS will provide to Agency user names, passwords
and other information necessary to access the Monitoring Software. Agency is responsible for keeping its
user names and passwords protected as Confidential Information under the terms of this Agreement and for
any communications or transactions made using its user names and passwords. Agency personnel are
responsible for changing their respective user names and passwords if they believe that either has been
stolen or might otherwise be misused. Agency shall provide written notice to AMS within ten (10) days if any
previously authorized personnel's status changes such that access should no longer be allowed, including but
not limited to termination or resignation of any Agency personnel who had access to the Monitoring Software.
These requirements are subject to change based on reasonable review by AMS of its information security needs.
AMS will also provide regular off-site data storage and backup services for Agency data.
4.4 Equipment and Utilities. Agency is responsible and shall bear the costs associated with providing and
maintaining internet access and all necessary telecommunications equipment, software and other materials
necessary for accessing the Monitoring Software. Agency agrees to notify AMS of any changes in the
foregoing, including any system configuration changes or any hardware or software upgrades, which may
affect Agency's ability to access the Monitoring Software.
4.5 Consents. Agency shall obtain the necessary consent from any Client authorizing the tracking and/or
monitoring of such Equipment by AMS or its subcontractors. Further, Agency will obtain all consents from its
Clients necessary to collect and transmit personal data to AMS or its designated third party vendors in
compliance with the relevant privacy and data protection laws. Agency agrees to indemnify and hold AMS,
and its subcontractors, harmless from any and all costs and expenses regarding any claims arising from the
failure of Agency to obtain the necessary consents referenced above.
4.6 Additional Agency Responsibilities. Agency shall be solely responsible for the management and
supervision of the Equipment and any personnel utilizing the Equipment and the Monitoring Software, as well
as the selection and implementation of the Client enrollment, monitoring and notification options provided for
the Monitoring Software. Agency is solely responsible for the management of the Clients, including the
response to any Client violations reported by AMS or its third party providers. AMS is not responsible or liable
for Agency's failure to properly fulfill its foregoing responsibilities.
4.7 Third Party Call Center Support. If Agency determines that it will establish and use a third party call center
to monitor and receive alerts from the Monitoring Software, then Agency will notify AMS and shall ensure that
personnel certified by AMS will operate the call center. Agency shall be responsible for all acts and omissions
of the third party call center personnel granted access to Monitoring Software as if they were employees of
Agency.
4.8 Additional or Changed Services at AMS' Initiative. From time to time, AMS may revise the scope of the
Services or delegate to a third party some or all of the provision of the Services, or make substitutions,
additions, modifications and improvements to Monitoring Software and/or Services. Additionally, as a part of
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these changed Services, AMS also may determine, at its sole option, to discontinue providing Services
hereunder for specific versions of the Products upon a minimum of one (1) year prior notice to Agency.
5 SERVICE AND REPAIR
5.1 Service and Repair Policy. So long as Agency (i) pays to AMS the Daily Services Fee for such Equipment
(or the Equipment Rental Fee in the case of rented Equipment) and (ii) installs the Equipment in accordance
with AMS' instructions, for all Equipment manufactured by and purchased or rented directly from AMS, AMS
will provide the necessary service and repair for such Equipment at AMS' expense to enable it to function with
the Monitoring Software in a manner substantially in accordance with the performance parameters specified
in the SCRAM Systems Quick Reference Guide for the specific Equipment. For any Equipment manufactured
by third parties and sold by AMS, any service or repair commitment for that Equipment shall be solely as
described in the relevant Schedule for that Equipment.
5.2 Exclusions from Service and Repair Policy. The above policy does not cover Equipment that is obtained
from sources outside of AMS or is defective due to (i) improper use or installation, damage, accident, abuse
or alteration; (ii) failure to comply with the operating and maintenance instructions set forth in the SCRAM
Systems Quick Reference Guide for the specific Equipment; (iii) servicing of the Equipment by anyone not
previously authorized by AMS; (iv) failure of Agency to obtain reasonable and necessary maintenance of the
Equipment as contemplated under the Agreement; or (v) use of Parts in the repair of the Equipment that have
not been approved in writing by AMS for use in the Products.
5.3 Sole Remedy. In the event of a breach of the above service and repair policy, Agency's sole remedy shall
be, at AMS' option, the repair or replacement of the defective Equipment by AMS.
5.4 Changes to Products; Retrofit Activities. AMS shall have the right at any time (i) to change the design or
specifications of any Product without notice and without obligation to make the same or any similar change on
any Product previously purchased by Agency; and (ii) to retrofit or replace (during routine maintenance or
otherwise) any of Agency's Products to incorporate any upgrades or updates then available. However, nothing
herein shall obligate AMS to provide Agency with all new models of Products at no additional cost, and AMS
may charge a fee for model upgrades in certain circumstances including, but not limited to, a new line of
products or a change in underlying technology or technological advancements requiring significant changes
to an existing product model. Regarding the foregoing, in any case where AMS charges a fee for a model
upgrade, it will provide no Tess than six (6) months' notice to Agency prior to discontinuing the sale or rental of
the discontinued model. In addition, AMS will continue to offer repair and/or replacement services for the
discontinued model under the Service and Repair Policy referenced in this Section 5 for no less than three (3)
years after the date of discontinuation.
6 CONFIDENTIAL INFORMATION
6.1 Confidential Information. In connection with this Agreement a party ("Discloser") may fumish to the other
party ("Recipient") software, user and training manuals, data, Client information, designs, drawings, tracings,
plans, layouts, specifications, samples, equipment and other information provided by or on behalf of Discloser
to Recipient, that should reasonably have been understood by Recipient, because of (i) legends or other
markings, or (ii) the circumstance of disclosure or the nature of the information itself, to be proprietary and
confidential to Discloser or to a third party ("Confidential Information"). Confidential Information specifically
includes all information accessed by Agency via the Monitoring Software. Confidential Information may be
disclosed in written or other tangible form (including digital or other electronic media) or by oral, visual or
other means. Each party agrees not to disclose to the other party any confidential or proprietary information
of third parties unless authorized to do so. The parties each agree to treat this Agreement, including all
exhibits hereto, as Confidential Information of each party.
6.2 Nondisclosure. With the exception of required disclosures as discussed in section 6.4, it is agreed that,
after receipt of Confidential Information of the other party, Recipient shall: (i) restrict the dissemination of such
Confidential Information to those employees who need to use the Confidential Information in the performance
of this Agreement, and (ii) to use no less than a reasonable standard of care in safeguarding against
unauthorized disclosure of such Confidential Information.
6.3 Exceptions From Confidential Information. Confidential Information shall not include information that: (i)
is or becomes part of the public domain without violation of this Agreement by Recipient, (ii) is already in
Recipient's possession free of any restriction on use or disclosure, (iii) becomes available to Recipient from
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a third party provided that such party was free from restriction on disclosure of the information or (iv) has
been independently developed by Recipient.
6.4 Required Disclosures. If Recipient is required by legal proceeding discovery request, "open records" or
equivalent request, investigative demand, subpoena, court or government order to disclose Confidential
Information, Recipient may disclose such Confidential Information provided that: the disclosure is limited to
the extent and purpose legally required.
7 INDEMNITY
Each party agrees, to the extent allowed by law, to defend, indemnify and hold the other party and its officers, directors,
shareholders, employees and third party suppliers (collectively, the "Indemnified Parties") harmless from and against
all losses, damages and expenses, including reasonable attorneys' fees, in connection with any claims against the
Indemnified Parties arising out of or related to the negligence or willful misconduct of the other party's employees or
agents. Further, Agency shall indemnify and hold harmless AMS and its officers, directors, shareholders, employees
and third party suppliers against the acts of any Client assigned to wear a Equipment, including claims for personal
injury, property damage or death. An indemnifying party shall have the foregoing obligation only if the other party
provides: (i) a prompt written request for indemnification and defense in such claim or action; (ii) sole control of the
defense and settlement thereof; and (iii) all available information, assistance and authority reasonably necessary to
settle and defend any such claim or action.
8 TERM AND TERMINATION
8.1 Term. The term of this Agreement shall commence from the Effective Date and shall continue for the period
specified on page one (the "Initial Term") unless earlier terminated in accordance with the provisions of this
Agreement. After the Initial Term, this Agreement may be renewed upon execution by the parties of an
amendment to this Agreement ("Renewal Term") (the Initial Term together with any Renewal Term, referred
to as the "Term").
8.2 Termination by Consent. This Agreement may be terminated at any time upon mutual consent of the
parties, which termination will be evidenced by a written agreement providing for such termination.
8.3 Termination for Breach. Either party may terminate this Agreement (i) if a voluntary or involuntary petition
in bankruptcy, receivership, assignment for the benefit of creditors or other similar insolvency action is filed
or levied against the other party and not discharged within sixty (60) days after the filing or levied thereof; (ii)
by written notice by the non -breaching party, if the other party fails to cure any nonpayment of money owed
to the other party under this Agreement within thirty (30) days of such notice; (iii) by written notice by the non -
breaching party, if the other party fails to cure any material breach of this Agreement (other than non-
payments described in clause (ii) above) within sixty (60) days of such notice (it is understood; however, that
a violation of law, breach of confidentiality or misuse of access grants that cannot be cured shall be grounds
for immediate termination); or (iv) immediately, by written notice by the non -breaching party, upon the second
commission of a previously remedied material breach under clause (iii) above.
8.4 Termination for Non -Appropriation of Funds. In the event that Agency is unable to continue to make
payments required hereunder due to a failure of the responsible governmental entity to make available
funding to the level and in the amount required to remain in compliance with Agency's financial obligations;
hereunder, then upon the occurrence of such a non -appropriation event and on the date that the requisite
funding ceases to be available to the Agency, Agency may terminate this Agreement, without further financial
obligation or liability to AMS other than to pay for Products and Services previously delivered to Agency or
performed for Agency.
8.5 Unrestricted Termination. Agency agrees to provide AMS a 30 day cure period prior to contract termination.
Should AMS fail to resolve identified issues to the satisfaction of the Agency, Agency may then terminate
contract with 60 day's notice. .
8.6 Survival. This Section, any indemnity obligations of either party, and Sections 3.3, 3.4, 6, 9, 10, 11.1 and
11.2 shall survive termination of this Agreement.
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9 EFFECT OF TERMINATION
9.1 Payments; Return of Rented Equipment. Upon any termination of this Agreement or any Schedule
incorporated by reference herein, Agency shall provide AMS with all outstanding payments due and, within
ten (10) days of the termination, return all rented and spare Equipment to AMS or, if so directed by AMS, to
AMS' third party supplier..
9.2 Rights to Equipment. Upon any termination of this Agreement or any Schedule incorporated by reference
herein, if Agency has rented the Equipment, such Equipment shall be returned to AMS within 30 days. Should
Agency fail to return any equipment within 30 days of termination, AMS will process the equipment as lost
and bill the Agency at the rates for lost equipment listed under the associated pricing schedules.
10 ALLOCATION OF LIABILITY
10.1 UNDER NO CIRCUMSTANCES SHALL A PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER
PARTY OR ANY OTHER THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
GOODWILL, PROFITS, DATA, (OR USE THEREOF), OR BUSINESS INTERRUPTION ARISING OUT OF
ANY ACTS OR FAILURES TO ACT, WHETHER SUCH DAMAGES ARE LABELED IN STRICT LIABILITY,
TORT, CONTRACT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10.2 AMS HAS NO RESPONSIBILITY OR LIABILITY FOR ACTS THAT MAY BE COMMITTED BY INDIVIDUALS
WHILE THEY ARE CLIENTS. UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF AMS FOR
ALL CLAIMS OF ANY KIND WHATSOEVER, AND UNDER ANY THEORY OF LIABILITY, EXCEED THE
TOTAL AMOUNT PAID BY AGENCY TO AMS DURING THE TWELVE MONTHS IMMEDIATELY
PRECEDING THE EARLIEST EVENT GIVING RISE TO THE CLAIM.
10.3 The limitations set forth in this Section 10 shall apply even if any exclusive remedy in this Agreement fails of
its essential purpose. The allocation of liability in this Section 10 represents the agreed and bargained for
understanding of the parties and each party's compensation hereunder reflects such allocations.
11 MISCELLANEOUS PROVISIONS
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington without regard to its conflicts of laws provisions. AMS and Agency hereby irrevocably
consent to jurisdiction, service of process and venue in the City and County of Yakima, Colorado.
11.2 Arbitration. Disputes arising under this Agreement that cannot be resolved informally by the parties through
good faith negotiations shall be resolved by arbitration before a sole arbitrator appointed and operating
pursuant to the Federal Arbitration Act and Commercial Arbitration Rules of the American Arbitration
Association. The arbitration shall be conducted in the City and County of Denver, Colorado. The written
decision of the arbitrator shall be final, binding and convertible to a court judgment in any
appropriate jurisdiction. Each party shall bear its own expenses with respect to such arbitration and shall
share equally in the expenses of the arbitrator and the fees of the American Arbitration Association.
11.3 Injunctive Relief. Notwithstanding anything above to the contrary, either party at any time may apply to a
court having jurisdiction thereof for a temporary restraining order, preliminary injunction or other appropriate
order where such relief may be necessary to protect its interests (including, without limitation, any breach of
the obligations under Sections 3 and/or 6), without any showing or proving of any actual damages and without
posting a bond or other security.
11.4 Non -Discrimination. To the extent required by law, AMS shall have in place a policy against discrimination
such that no person shall be excluded from full employment rights or participation in or the benefits of any
program, services or activity on the grounds of race, color, creed, religion, age, sex, disability, marital status
or national origin, and no person who is protected by applicable federal or state laws shall be otherwise
subjected to discrimination.
11.5 Assignment. Except as expressly permitted herein, neither party may transfer or assign this Agreement, in
whole or in part, without the written consent of the other party and any such attempt at transfer or assignment
shall be void. Notwithstanding the foregoing, AMS may transfer or assign this Agreement to an entity that is
an affiliate of AMS or, in the event of a sale of all or substantially all of its assets or equity, each without the
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consent of Agency. This Agreement shall extend to and be binding upon any successors and permitted
assigns of the parties.
11.6 No Agency; Independent Contractor. The use of the term "Agency" in this Agreement is solely for
convenience and is not intended to make either party an agent of the other party. This Agreement does not
constitute and shall not be construed as constituting a partnership, agency, distributorship or joint venture
between the parties. AMS is to be and shall remain an independent contractor with respect to Products
provided or Services performed under this Agreement. AMS may subcontract the performance of any of its
obligations under this Agreement. However, such subcontracting will not relieve AMS of its obligations under
this Agreement.
11.7 Force Maieure. Except for the obligation to make payments as provided herein, neither party shall be in
default under this Agreement by reason of its delay in the performance of, or failure to perform, any of its
obligations under this Agreement, if, and to the extent that, such delay or failure is caused by strikes, wars,
natural disasters, acts of the public enemy, government restrictions or acts of terrorism. Upon claiming any
excuse or delay under this Section, such party shall promptly notify the other party, use reasonable efforts to
remove the cause and continue its performance under this Agreement whenever the cause is removed. If
Services become interrupted due to a Force Majeure event for a period greater than 48 hours, AMS shall
give agency a credit against the next payable invoice for a prorated amount that reflects the loss of Services.
11.8 Notices. All notices, requests, demands or communications required or permitted hereunder shall be in
writing, delivered personally or by electronic mail, facsimile or overnight delivery service at the respective
addresses set forth herein (or at such other addresses as shall be given in writing by either party to the other).
All notices, requests, demands or communications shall be deemed effective upon receipt for personal
delivery, or on the business day following the date of sending by electronic mail, facsimile or overnight delivery
service.
11.9 Waiver; Severability. Any waiver of any default or breach of this Agreement shall be effective only if in
writing and signed by an authorized representative of the party providing the waiver. No such waiver shall be
deemed to be a waiver of any other or subsequent breach or default. If any provision of this Agreement is
held to be invalid, the remaining portions of this Agreement shall remain in full force.
11.10 Publicity. AMS shall have the right to issue news releases, press releases or other communications
regarding this Agreement to potential investors and customers. However, AMS shall not disclose any names
of Clients without the prior written approval of the Client and Agency.
11.11 Headings. Headings used in this Agreement are for convenience of reference only and shall not be
construed as altering the meaning of this Agreement or any of its parts.
11.12 Execution. This Agreement may be executed simultaneously in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The
parties agree that signatures on this Agreement, as well as any other documents to be executed under this
Agreement, may be delivered by facsimile in lieu of an original signature, and the parties agree to treat
facsimile signatures as original signatures and agree to be bound by this provision.
11.13 Entire Agreement. This Agreement constitutes the entire understanding of the parties, and supersedes all
prior or contemporaneous written and oral agreements, representations or negotiations with respect to the
subject matter hereof. This Agreement may not be modified or amended except in writing and signed by both
parties.
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FOR AND ON >%
BEHALF OF AGENCY ALCOHOL MONITORING SYSTEMS, INC.
By: a/(J 4/ k riayeM 04/ By:
tiU D
Name: tiff Moore Name: Lou Sugo
Title: City Manager Title: Vice President — Sales and Marketing
Agency: Ci
Date:
Attest:
of Yakima
CI`) of Agency
Signed by AMS and effe
CITY CONTRACT NO: 201 7-69
RESOLUTION NO: n/
5//
"Effective Date"
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1241 West Mineral Avenue, Suite 200
Littleton, CO 80120
SCHEDULE C
SCRAM Continuous Alcohol Monitoring
AGENCY PRODUCTS AND SERVICES AGREEMENT
AGENCY: Yakima City Police Department
This Schedule C to the AGENCY PRODUCTS AND SERVICES AGREEMENT ("Agreement") is entered into on the
Effective Date by and between ALCOHOL MONITORING SYSTEMS, INC. ("AMS") and the Agency listed above. This
Schedule is incorporated by reference into the Agreement dated executed by the parties. All other
terms and conditions of the Agreement that are not in conflict with the terms of this Schedule are hereby ratified. Each
capitalized term herein shall have the meaning assigned to it in the Agreement.
1 GENERAL SCOPE OF AGREEMENT
Subject to the terms and conditions of the Agreement, Agency shall have the option to purchase or rent SCRAM
Continuous Alcohol Monitoring Products and Services from AMS to monitor and enforce compliance by Clients
who are subject to alcohol treatment and/or home detention programs solely in the Territory specified herein.
2 COMMERCIAL TERMS FOR PRODUCTS AND SERVICES
2.1 Terms and Pricing of Products.
2.1.1 Products. Agency may purchase or rent the Products at the prices set forth herein. In addition,
when Equipment is in use by a Client, the Agency shall owe Daily Services Fees for Services as
specified herein. When the Equipment is rented and not purchased, Agency will pay a monthly
Equipment Rental Fee for the use of any Equipment ordered by Agency. The Equipment Rental
Fees are payable irrespective of whether the Equipment is in use by a Client. Equipment Rental
Fees will begin to accrue five (5) days following the shipping of the Equipment by AMS to
Agency. Accepted orders for Products are non -cancelable unless written notice is given by either
party to cancel all or any part of such order at least thirty (30) days prior to delivery. For additional
Equipment, Agency shall use an AMS Equipment Order Form for any Equipment purchased or
rented by Agency during the Term. Rental products must be returned to AMS at Agency's
expense and must have a Return Merchandise Authorization (RMA) Number from AMS prior to
shipment. The Equipment is not designed to give immediate notification of alcohol detection and,
further, AMS makes no assurances that the Equipment will detect all tamper efforts.
2.1.2 Shipments. AMS will provide to Agency at no additional charge additional SCRAM Continuous
Alcohol Monitoring Sets equal to an additional ten percent (10%) to be used when Equipment is
in transit or if it is removed from service for repair or scheduled maintenance with the intent that
100% of Agency's Net Commitment is available for use. "Net Commitment" is the number of
purchased and rented Equipment units minus lost units. If Agency elects to put more than 100%
of purchased or rented inventory into service, AMS reserves the right to invoice Agency for the
purchase of the Equipment and Daily Service Fees. All right and title to spare Equipment
provided under this Section remains with AMS and Agency shall return all spare Equipment to
AMS upon termination of the Agreement.
2.1.3 Delivery Terms. Products ordered by Agency shall be delivered FOB destination, which shall
be Agency's designated facility. AMS will pay shipping costs for any order of at least five (5)
SCRAM Continuous Alcohol Monitoring Sets. Agency shall pay shipping for all other orders,
including the cost of any expedited order.. AMS shall determine the type of packaging, mode
and time of transportation.
2.2 Fees for Services. Agency shall pay AMS for the Services described in Section 3 and for the right to
access the Monitoring Software at the current per diem rate for each SCRAM Continuous Alcohol
Monitoring Set in use on a Client, (collectively, the "Daily Services Fee"). The current per diem rate as of
the Effective Date is specified herein.
Yakima City Police Department 1 of 4 Confidential
Schedule C - SCRAM Continuous Alcohol Monitoring Rev. 2017-03-15
3 SERVICES
3.1 General Scope of Services j"Services"). In consideration of the payment by Agency of the Daily
Services Fee for the Equipment, AMS shall provide Agency with the Services and support functions set
forth herein (the "Services"). Further, unless otherwise expressly agreed to by the parties, AMS is not
obligated to and will not provide Services for any Equipment not purchased or rented by Agency directly
from AMS. The Services shall consist of: (i) the remote collection and compilation of reports and data
from the Equipment via the Monitoring Software; (ii) the provision of training and certification for Agency
personnel as described below; (iii) the provision of technical support and telephone assistance from AMS
professionals; (iv) the scheduled maintenance of the Equipment; (v) the provision of reasonable disaster
recovery and backup Services for Client data stored on the Monitoring Software; and (vi) the provision of
such other Services and support functions as may be agreed to in writing by the parties from time to time.
3.2 Training and Certification. AMS will provide Agency with personnel training and certification in the use
of the Products at AMS' then -current training rates. Agency personnel using the Products to monitor home
detention Clients must complete training and certification as specified by AMS prior to being granted
access to Monitoring Software. In addition, AMS will provide Agency access to a reasonable number of
copies of its SCRAM Continuous Alcohol Monitoring Quick Reference Guide and the AMS required
training curriculum and syllabus. Any travel, lodging and reasonable expenses incurred by AMS personnel
for purposes of training and personnel certification will be reimbursed by the Agency.
3.3 Equipment Maintenance. AMS and Agency shall establish a routine maintenance program designed to
keep the Equipment in good repair, working order and condition in accordance with AMS' then -published
specifications, including establishing a schedule that will ensure the retum of the Equipment to AMS at
approximately annual intervals. Unless otherwise agreed, Agency shall be responsible for (i) collecting
any Equipment from Clients that is scheduled for maintenance and (ii) shipping it to AMS having first
obtained a Return Merchandise Authorization (RMA) Number from AMS. Such maintenance program
shall not cover Equipment damaged or rendered inoperative for any cause not due to defects covered by
the service and repair policy in this Agreement. Agency shall not, without prior approval from AMS, send
to AMS for maintenance any Equipment not then scheduled for maintenance. Equipment returned to AMS
for any reason, including rental retums, damages, and scheduled repairs, that are not accompanied with
a properly issued RMA may be assessed a returned administrative charge.
3.4 Agreements with Clients. Agency is solely responsible for notifying Clients in writing of any restrictions
or limitations on the use of the Equipment of which it is made aware by AMS, including but not limited to
banned products; prohibitions on tampering; health risk warnings; and swimming, bathing and personal
hygiene restrictions. These mandatory restrictions and prohibitions to be communicated to Clients are
available on SCRAMNET in the form of a "Participant Agreement". This Participant Agreement is not
intended to cover all possible requirements of the relationship between Agency and its Clients and should
be reviewed by Agency's legal advisors prior to use. Agency agrees to hold AMS harmless for the failure
of Agency to notify Clients of the restrictions and prohibitions contained in the Participant Agreement and
for the failure of Clients to heed the restrictions and prohibitions contained therein.
4 ACCESS RIGHTS
In consideration of the payment of the Daily Services Fees set forth below and subject to the terms and restrictions
set forth herein, AMS grants Agency a limited, non-exclusive right to access the Monitoring Software for the
purpose of monitoring Client data. Any Agency personnel using the Products to monitor home detention Clients
must complete training and certification as specified by AMS prior to being granted access to the Monitoring
Software.
Yakima City Police Department 2 of 4 Confidential
Schedule C - SCRAM Continuous Alcohol Monitoring Rev. 2017-03-15
SCHEDULE C
AGENCY PRODUCTS AND SERVICES AGREEMENT
TERRITORY, PRICING AND OTHER TERMS
1. Territory:
Yakima City in the State of Washington
2. Equipment Fees:
SCRAM Continuous Alcohol Monitoring Bracelet & Base Station Kit Rental Pricing as of Effective Date:
Quantity
Daily Fee Per
Active Unit
Daily Fee Per Active Unit
With Cellular
Daily Fee Per Active Unit
With Ethernet
1-49
$6.35
$7.55
$6.85
SCRAM Continuous Alcohol Monitoring Replacement Costs as of Effective Date:
Equipment
Cost
CAM Bracelet
$1,108.35
CAM Base Station
$374.81
Multi Connect
$450.00
4. Other Special Terms:
In reference to the U.S. General Services Administration (GSA) Schedule Contract #GS -07F -0003Y.
Shelf Allowance (for leased equipment only): Customers are allowed a 20% shelf stock allowance. This means
that 20% of their total inventory (both in use and not in use) may sit on the shelf (not in use), at no charge. Over
the course of a billing month, the total billable days for shelf equipment that is above and beyond 20% of the total
billable days, will be billed at a rate of $1.82 per unit per day.
Lost or Damaged Allowance (for leased equipment only): Customers are allowed a 5% Lost or Damaged
Allowance. This means that 5% of their total inventory (both in use and not in use) may be reported to AMS as
"lost" or returned to AMS as "damaged", at no charge. At the end of a 12 month billing cycle or the termination of
contracting for equipment and services, customers will be billed for the listed GSA purchase price of that piece of
equipment for the number of devices lost or damaged above 5% of their average total inventory for the year.
Yakima City Police Department 3 of 4 Confidential
Schedule C - SCRAM Continuous Alcohol Monitoring Rev. 2017-03-15
THIS SCHEDULE C, AND THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR SCHEDULE
Cs, PROPOSALS AND UNDERSTANDINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF
THIS SCHEDULE. This Schedule C shall not be effective until executed by Agency and accepted and executed by an
authorized representative of AMS. By execution, both signers certify that each is authorized to execute the Schedule
on behalf of their respective companies.
FOR AND ON BEHALF OF AGENCY
By:
Name:
Name: Cliff Moore
Title: City Manger
Agency: City of Yakima
Date: -
Attest:
Clerk
ALCOHOL MONITORING SYSTEMS, INC.
By:
Name:
Title:
gency
Lou Sugo
Vice President — Sales and Marketing
Signed by,/".effective‘MS ariii ective a��•f 5,1/ 9 r-7
a I "Effective Date"
14 �l 4,00'•.( L-1
SINC"
Yakima City Police Department 4 of 4 Confidential
Schedule C - SCRAM Continuous Alcohol Monitoring Rev. 2017-03-15
A.,,A.AS
1241 West Mineral Avenue, Suite 200
Littleton, CO 80120
SCHEDULE G
SCRAM GPS
AGENCY PRODUCTS AND SERVICES AGREEMENT
AGENCY: Yakima City Police Department
This SCHEDULE G to the AGENCY PRODUCTS AND SERVICES AGREEMENT (the "Agreement") is entered into
on the Effective Date by and between ALCOHOL MONITORING SYSTEMS, INC., ("AMS") and the Agency identified
above. This Schedule is incorporated by reference into the Agreement dated executed by the parties.
All other terms and conditions of the Agreement that are not in conflict with the terms of this Schedule are hereby ratified.
Each capitalized term herein shall have the meaning assigned to it in the Agreement.
1 GENERAL SCOPE OF AGREEMENT
Subject to the terms and conditions of the Agreement, Agency shall have the option to purchase or rent the SCRAM
GPS Equipment, purchase related Parts, and receive Monitoring Services from AMS to enable Agency to acquire
and track geophysical information regarding its Clients solely in the Territory specified herein.
2 COMMERCIAL TERMS FOR EQUIPMENT AND SERVICES
2.1 Equipment. Agency may purchase or rent Equipment for the Purchase or Monthly Rental Fees specified
in this Schedule. Daily Services Fees for the Services apply to this Equipment when it is in use. Agency
may also rent Equipment for the Active Unit Daily Fees specified on this Schedule. Active Unit Daily Fees
include the Services specified herein. Any Daily Services Fees for purchased or rented Equipment and
any Active Unit Daily Fees will be invoiced to Agency for all Equipment in use during any portion of a day
during the month. For purposes of this Schedule, the term "in use" is defined as any Equipment that is
assigned to a Client and accessing the Monitoring Software (currently SCRAMNEr and INSIGHT). Agency
shall use the AMS Equipment Order Form for additional Equipment ordered by Agency during the Term.
2.2 Spare Equipment Fees — Active Unit Pricing. For Agencies with any Equipment in inventory acquired
under Active Unit pricing, Agency is allowed to maintain up to a specified percentage of its Equipment in
use for the month as spare inventory ("Spare Allowance"). After the first sixty (60) days from the Effective
Date of this Schedule, if it is determined by AMS, based on the Agency's utilization rate for the month,
that Agency's unused inventory is in excess of the Spare Allowance for month, AMS will invoice and
Agency will pay a Daily Shelf Fee for each of the unused Equipment in excess of the Spare Allowance.
The utilization rate for the month will be based on a calculation of Equipment in use per day for the month
as compared to the average Equipment in inventory per day for the month. The Spare Allowance and
Daily Shelf Fee are as specified below. Agency must retum any excess Equipment inventory in order to
avoid being charged a Daily Shelf Fee.
2.3 Delivery and Shipment Terms. Products ordered by Agency shall be delivered FOB destination, which
shall be Agency's designated facility. AMS shall determine the type of packaging, mode and time of
transportation. Agency shall be responsible for all shipping fees related to any shipments of the Equipment
or Parts, including new orders and returns.
3 SERVICES
3.1 General Scope of Services ("Services"). In consideration of the payment by Agency of the Daily
Services Fee or Active Unit Daily Fee for the Equipment, AMS shall provide Agency with the Services
and support functions set forth herein (the "Services"). Further, unless otherwise expressly agreed to by
the parties, AMS is not obligated to and will not provide Services for any Equipment not purchased or
rented by Agency directly from AMS. The Services shall consist of: (i) the remote collection and
compilation of reports and data from the Equipment via the Monitoring Software; (ii) the provision of
training and certification for Agency personnel as described below; (iii) the provision of technical support
and telephone assistance from AMS professionals; (iv) the scheduled maintenance of the Equipment; (v)
the provision of reasonable disaster recovery and backup Services for Client data stored on the Monitoring
Software; and (vi) the provision of such other Services and support functions as may be agreed to in
writing by the parties from time to time.
Yakima City Police Department 1 of 3 Confidential
Schedule G - Scram GPS Rev. 2017-03-15
3.2 Training and Certification. AMS will provide Agency with personnel training and certification in the use
of the Products at AMS' then -current training rates. Agency personnel using the Products to monitor home
detention Clients must complete any training and certification specified by AMS.
3.3 Equipment Maintenance. AMS and Agency shall establish a routine maintenance program designed to
keep the Equipment in good repair, working order and condition in accordance with AMS' then -published
specifications, including establishing a schedule that will ensure the retum of the Equipment to AMS at
approximately annual intervals. Unless otherwise agreed, Agency shall be responsible for (i) collecting
any Equipment from Clients that is scheduled for maintenance and (ii) shipping it to AMS having first
obtained a Return Merchandise Authorization (RMA) Number from AMS. Such maintenance program
shall not cover Equipment damaged or rendered inoperative for any cause not due to defects covered by
the service and repair policy in this Agreement. Agency shall not, without prior approval from AMS, send
to AMS for maintenance any Equipment not then scheduled for maintenance. Equipment returned to AMS
for any reason, including rental retums, damages, and scheduled repairs, that are not accompanied with
a properly issued RMA may be assessed a returned administrative charge.
3.4 Agreements with Clients. Agency is solely responsible for notifying Clients in writing of any restrictions
or limitations on the use of the Equipment of which it is made aware by AMS. These mandatory restrictions
and prohibitions to be communicated to Clients are available on SCRAMNET in the form of a "Participant
Agreement". This Participant Agreement is not intended to cover all possible requirements of the
relationship between Agency and its Clients and should be reviewed by Agency's legal advisors prior to
use. Agency agrees to hold AMS harmless for the failure of Agency to notify Clients of the restrictions
and prohibitions contained in the Participant Agreement and for the failure of Clients to heed the
restrictions and prohibitions contained therein.
4 ACCESS RIGHTS
In consideration of the payment of the Daily Services Fees set forth below and subject to the terms and restrictions
set forth herein, AMS grants Agency a limited, non-exclusive right to access the Monitoring Software for the
purpose of monitoring Client data.
Yakima City Police Department 2 of 3 Confidential
Schedule G - Scram GPS Rev. 2017-03-15
SCHEDULE G
AGENCY PRODUCTS AND SERVICES AGREEMENT
TERRITORY, PRICING AND OTHER TERMS
1. Territory:
Yakima City in the State of Washington
2. Equipment Fees:
GPS Bracelet Kit — Active Unit Daily Fees as of Effective Date:
Active Unit pricing is inclusive of both the rental of the GPS Bracelet Kit and the Daily Services Fees. An "Active
Unit" is one that is "in use" (as that term is defined in this Schedule) during any portion of a day.
Quantity
Daily Fees Per Active Unit
1-50
$3.36/Day
GPS Bracelet Kit Lost Unit Replacement Fee $650.00/Device
3. Other Special Terms:
In reference to the U.S. General Services Administration (GSA) Schedule Contract #GS -07F -0003Y.
Shelf Allowance (for leased equipment only): Customers are allowed a 20% shelf stock allowance. This means
that 20% of their total inventory (both in use and not in use) may sit on the shelf (not in use), at no charge. Over
the course of a billing month, the total billable days for shelf equipment that is above and beyond 20% of the total
billable days, will be billed at a rate of $0.74 per unit per day.
Lost or Damaged Allowance (for leased equipment only): Customers are allowed a 5% Lost or Damaged
Allowance. This means that 5% of their total inventory (both in use and not in use) may be reported to AMS as
"lost"or returned to AMS as "damaged", at no charge. At the end of a 12 month billing cycle or the termination of
contracting for equipment and services, customers will be billed for the listed GSA purchase price of that piece of
equipment for the number of devices lost or damaged above 5% of their average total inventory for the year.
THIS SCHEDULE G, AND THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR SCHEDULE Gs,
PROPOSALS AND UNDERSTANDINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS
SCHEDULE. This Schedule G shall not be effective until executed by Agency and accepted and executed by an authorized
representative of AMS. By execution, both signers certify that each is authorized to execute this Schedule on behalf of
their respective companies.
FOR AND ON BEHALF OF AGENCY
By:
Name: tiff Moore
Title: City Manager
Agency:
Date:
Attest:
City of Yakima
ALCOHOL ONITORING SYSTEMS, INC.
By:
Name: Lou Sugo
Title: Vice President — Sales and Marketing
lA AI 0 -NOW
CI rk of Agency Z'. Irs—c.)_ 1
Signed by AMS' . nd'effectWe as -CQ
„ 4'': ,
Yakima City Police Department
Schedule G - Scram GPS
3 of 3
5-/9/
"Effective Date"
Confidential
Rev. 2017-03-15
1241 West Mineral Avenue, Suite 200
Littleton, CO 80120
SCHEDULE R
SCRAM Remote Breath
AGENCY PRODUCTS AND SERVICES AGREEMENT
AGENCY: Yakima City Police Department
This SCHEDULE R to the AGENCY PRODUCTS AND SERVICES AGREEMENT ("Agreement") is entered into on the
Effective Date by and between ALCOHOL MONITORING SYSTEMS, INC. ("AMS") and the Agency listed above. This
Schedule is incorporated by reference into the Agreement dated executed by the parties. All other terms
and conditions of the Agreement that are not in conflict with the terms of this Schedule are hereby ratified. Each capitalized
term herein shall have the meaning assigned to it in the Agreement.
1 GENERAL SCOPE OF AGREEMENT
Subject to the terms and conditions of the Agreement, Agency shall have the option to purchase or rent SCRAM Remote
Breath Products and Services from AMS to monitor and enforce compliance by Clients who are subject to alcohol
monitoring programs solely in the Territory specified herein.
2 COMMERCIAL TERMS FOR PRODUCTS AND SERVICES
2.1 Terms and Pricing of Products.
2.1.1 Products. Agency may purchase or rent the Products at the prices set forth herein. The Equipment
Rental Fees are payable irrespective of whether the Equipment is in use by a Client. Equipment Rental
Fees will begin to accrue five (5) days following the shipping of the Equipment by AMS to Agency.
Accepted orders for Products are non -cancelable unless written notice is given by either party to cancel
all or any part of such order at least thirty (30) days prior to delivery. For additional Equipment, Agency
shall use an AMS Equipment Order Form for any Equipment purchased or rented by Agency during the
Term. Rental products must be returned to AMS at Agency's expense and must have a Return
Merchandise Authorization (RMA) Number from AMS prior to shipment.
2.1.2 Shipments and Delivery Terms. Products ordered by Agency shall be delivered FOB destination, which
shall be Agency's designated facility. AMS will pay shipping costs for any order of at least five (5) SCRAM
Remote Breath Units. Agency shall pay shipping for all other orders, including the cost of any expedited
order AMS shall determine the type of packaging, mode and time of transportation.
2.2 Fees for Services. Agency shall pay AMS for the Services described in Section 2 and for the right to access the
Monitoring Software at the current per diem rate for each SCRAM Remote Breath Set in use on a Client,
(collectively, the "Daily Services Fee"). The current per diem rate as of the Effective Date is specified herein.
3 SERVICES AND SUPPORT
3.1 General Scope of Services ("Services"). In consideration of the payment by Agency of the Daily Services Fee
for the Equipment, AMS shall provide Agency with the Services and support functions set forth herein (the
"Services"). Further, unless otherwise expressly agreed to by the parties, AMS is not obligated to and will not
provide Services for any Equipment not purchased or rented by Agency directly from AMS. The Services shall
consist of: (i) the remote collection and compilation of reports and data from the Equipment via the Monitoring
Software; (ii) the provision of training and certification for Agency personnel as described below; (iii) the provision
of technical support and telephone assistance from AMS professionals; (iv) the provision of reasonable disaster
recovery and backup Services for Client data stored on the Monitoring Software; and (vi) the provision of such
other Services and support functions as may be agreed to in writing by the parties from time to time.
3.2 Training and Certification. The Equipment is intended to be used to determine if a Client has consumed alcohol.
It is a professional device designed to be used by trained Agency personnel in conjunction with a routine equipment
maintenance and calibration program. Use by untrained personnel or without periodic maintenance or calibration
may result in invalid results or incorrect interpretation of results. AMS will provide Agency with personnel training
and certification in the use of the Products at AMS' then -current training rates. In addition, AMS will provide Agency
access to a reasonable number of copies of its SCRAM Continuous Alcohol Monitoring Operational Reference
Yakima City Police Department 1 of 3 Confidential
Schedule R - SCRAM Remote Breath Rev. 2017-03-15
Guide and the AMS required training curriculum and syllabus. Any travel, lodging and reasonable expenses
incurred by AMS personnel for purposes of training and personnel certification will be reimbursed by the Agency.
3.3 Equipment Maintenance. AMS and Agency shall establish a routine maintenance program designed to keep the
Equipment in good repair, working order and condition in accordance with AMS' then -published specifications,
including calibrating the Equipment on a no less than annual basis. AMS is not responsible for Agency's failure to
adequately or timely calibrate the Equipment
3.4 Equipment Calibration.
3.4.1 Self -Calibration. Agency may elect to perform its own calibration using calibration equipment purchased
from AMS. In those instances where Agency elects to self -calibrate the Equipment, Self -Calibration Kits
are available for purchase from AMS and will include calibration gas that will be shipped to Agency in
non -refillable, non -returnable cylinders, and which shall become Agency's sole property. Agency will
handle, use, and dispose of such cylinders in compliance with all applicable federal, state, and local laws,
rules, regulations, and other legal requirements; and shall indemnify and hold AMS harmless from and
against any and all legal proceedings and damages it may suffer if Agency breaches these obligations.
3.4.2 AMS Calibration. Agency may elect to have AMS calibrate the equipment by completing a Return
Material Authorization and paying the Unit Calibration Fee.
3.4.3 Calibration Options. For quality assurance purposes, Agency's only options hereunder are to self -
calibrate using the Self Calibration Kits from AMS or to return the Equipment for calibration by AMS.
3.5 Equipment Limitations.
3.5.1 Automated Facial Recognition. The Equipment, working with the Monitoring Software, includes
automated facial recognition software. This software is provided "as is" with no warranty, express or
implied, and AMS makes no guarantee as to the accuracy or ability of this software to reliably determine
matching and non-matching Client photos, or to detect circumvented tests. AMS makes no claims about
the suitability or fitness of using this software for any particular court, agency, or Client, and it is
recommended for increased accuracy that Agency manually review the pictures associated with each
test.
3.5.2 Breath Test Results. AMS will not analyze or interpret testing results, reporting histories, or provide an
opinion as to whether the Client has consumed alcohol. The concentration of alcohol in the blood of the
Client cannot be exactly determined by using a breath alcohol -screening device. Blood alcohol
concentration depends on a number of variables including, but not limited to, the amount of alcohol
consumed, the rate at which it was consumed, body size, age, physical health and the rate of which the
Client metabolizes alcohol. No vehicle or machinery should ever be operated after alcohol consumption,
regardless of the breath test result as even small quantities of alcohol can result in driving impairment.
3.5.3 Wireless/ Cellular Service. While AMS provides the AT&T data network coverage as a part of its
Services for the Equipment, AMS accepts no responsibility or liability for wireless data coverage or lack
thereof. No data will be transmitted when the AT&T data network is not available.
3.6.4 Other Limitations. The SCRAM Remote Breath Equipment is not waterproof and should not be
immersed in or exposed to water. Equipment damaged by Clients or by exposure to water will not be
repaired and is subject to the Lost Unit Replacement Fee.
4 ACCESS RIGHTS
In consideration of the payment of the Daily Services Fees set forth below and subject to the terms and restrictions set
forth herein, AMS grants Agency a limited, non-exclusive right to access the Monitoring Software for the purpose of
monitoring Client data. Any Agency personnel using the Products to monitor Clients must complete training and
certification as specified by AMS prior to being granted access to the Monitoring Software.
Yakima City Police Department 2 of 3 Confidential
Schedule R - SCRAM Remote Breath Rev. 2017-03-15
SCHEDULE R
AGENCY PRODUCTS AND SERVICES AGREEMENT
TERRITORY, PRICING, AND OTHER TERMS
1. Territory:
Yakima City in the State of Washington
2. Equipment Fees:
Remote Breath Kit — Services Fees as of Effective Date:
Quantity
Daily Fee Per Active Unit
1-50
$6.00
Remote Breath Kit Lost Unit Replacement Fee $1,190.00
3. Other Special Terms:
In reference to the U.S. General Services Administration (GSA) Schedule Contract #GS -07F -0003Y.
Shelf Allowance (for leased equipment only): Customers are allowed a 20% shelf stock allowance. This means that
20% of their total inventory (both in use and not in use) may sit on the shelf (not in use), at no charge. Over the
course of a billing month, the total billable days for shelf equipment that is above and beyond 20% of the total billable
days, will be billed at a rate of $1.48 per unit per day.
Lost or Damaged Allowance (for leased equipment only): Customers are allowed a 5% Lost or Damaged Allowance.
This means that 5% of their total inventory (both in use and not in use) may be reported to AMS as "lost" or returned
to AMS as "damaged", at no charge. At the end of a 12 month billing cycle or the termination of contracting for
equipment and services, customers will be billed for the listed GSA purchase price of that piece of equipment for the
number of devices lost or damaged above 5% of their average total inventory for the year.
THIS SCHEDULE R, AND THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR SCHEDULE Rs,
PROPOSALS AND UNDERSTANDINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS
SCHEDULE. This Schedule R shall not be effective until executed by Agency and accepted and executed by an
authorized representative of AMS. By execution, both signers certify that each is authorized to execute the Schedule on
behalf of their respective companies.
FOR AND ON BEHALF OF AGENCY ALCOHOL MONITORING SYSTEMS, INC.
Name: Cliff Moore
Title: City Manager
Agency:
Date:
Attest:
City of Yakima
Yakima City Police Department
Schedule R - SCRAM Remote Breath
By:
Name:
Title:
SKI h1 `�11
xi
/ �1 /; x• t1 ;1#„
.
Lou Sugo
Vice President — Sales and Marketing
Ierk of Agency
\Lh
Signed by A, S and effestwe a`
.'ISHIN�,
3 of 3
"Elle tive Date"
Confidential
Rev. 2017-03-15
Extension of Contract No. 2017-068
For
SCRAM Electronic Monitoring
Equipment and Services for the Police Department
This Extension of the existing Contract No. 2017-068 entitled "Master
Agency Agreement and Product and Service Schedule," and entered into on
5/30/17 (hereafter the "Contract") with Alcohol Monitoring Systems, Inc.,
(hereafter "Contractor") is between the City of Yakima (hereafter the "City") and
Contractor.
Whereas, the City entered into City Contract No. 2017-068 with Contractor
for the purpose of buying or renting equipment for alcohol monitoring and
supporting services; and
Whereas, the original term of said Contract, including extensions
thereunder, currently terminates on 5/30/22; and
Whereas, the city is piggybacking GSA schedule GS-07F-0003Y and
negotiations over the terms of a new contract relating to GSA Schedule for
SCRAM Electronic Monitoring Equipment and Services are ongoing; and
Whereas, the parties want the existing contract to remain in effect during
the pendency of negotiations, and until a new contract is signed; and
Now, therefore, the City and Contractor agree to the following extension of
the existing Contract, under the conditions set forth:
The term of Contract No. 2017-068 is hereby extended for 60 days
from 5/19/22 to 7/19/22 or until a new Contract is executed,
whichever comes first, at which time Contract No. 2017-068 shall
terminate, unless sooner terminated by either party in accordance
with the terms of the Contract.
1
Except as expressly modified herein, all other terms and conditions of the
above-referenced Contract No. 2017-068 between the City of Yakima and Alcohol
Monitoring Systems, Inc., shall remain in full force and effect.
CITY OF YAKIMA ALCOHOL MONITORING SYSTEMS, INC.
By: Y
Zj —B
City Manager Name
John Hennes
Title: Chief Operating Officer
Date: `5 l 1,i 1: C.>,9P^ Date: 5/10/2022
TTEST: t-\M
i)
City ler ` 40* 0
1'VA S-04
Contract No. 2017-068 aX-4-• a-
2