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Docusign Envelope ID: 1FBDFF79-E67F-4D40-94A2-20EA6F22C9CD
C24-0703
SERVICES AGREEMENT
(Not Construction Related)
COVERTTRACK GROUP, INC.
This Services Agreement (“Agreement”) is entered into and effective between the CITY OF GLENDALE, an Arizona
municipal corporation ("City") and CovertTrack Group, Inc., an Arizona Corporation, authorized to do business in
Arizona (“Consultant”) as of the 13th day of August , 2024 (“Effective Date”).
RECITALS
A, City intends to undertake a project for the benefit of the public and with public funds, that is more fully set
forth in Exhibit A attached (the "Project");
B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);
Cc. Consultant desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
1. Key Personnel; Other Consultants and Subcontractors.
11 Services. Consultant will provide all Services necessary to assure the Project is completed timely and
efficiently consistent within Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other consultants or contractors, retained by City.
2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project. Nevertheless, this Agreement terminates three years from the
effective date.
3. Consultant’s Work.
3.1 Standard. Consultant must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among consultants having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.
3.2 Licensing. Consultant warrants that:
a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and
b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").
(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.
(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.
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3.3
3.4
Compliance.
a.
Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.
Consultant must not discriminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or
any disability. Consultant will require any Sub-contractor to be bound to the same
requirements as stated within this section. Consultant, and on behalf of any subcontractors,
wattants compliance with this section.
Work Product.
a.
Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural work"
as defined in the United States Copyright Act, 17 U.S.C § 101, ef seq., and other intellectual
work product as may be applicable ("Work Product").
(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.
(3) In such case, City will also remove any seal and title block from the Work Product.
4. Compensation for the Project.
4.1
4.2
4.3
Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $116,184.80 as specifically detailed in Exhibit C
("Compensation").
Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.
a.
Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.
Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict atise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.
Allowances. An “Allowance” may be identified only for work that is required by the Scope and the
value of which cannot reasonably be quantified at the time of this Agreement.
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a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts and
any unused allowance at the completion of the Project will remain with City.
b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.
c. Consultant will not use any portion of an Allowance without prior written authorization
from the City.
d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.
5. Billings and Payment.
5.1 Applications.
a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.
b. The period covered by each Payment Application will be one calendar month ending on the
last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
(1) Completed work generated by Consultant and its Subconsultants; and
(2) Unconditional waivers and releases on final payment from all Subconsultants as City
may reasonably request to assure the Project will be free of claims arising from
requited performances under this Agreement.
5.3 Review and Withholding. City's Project Manager will timely review and certify Payment Applications.
a. If the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.
6. Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the effective termination date, which may not be less than 15
days following the date of delivery.
a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.
b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of the
required items to the City.
6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.
a.
Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.
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b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.
Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.
Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise ftom or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.
8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
ageregate limit shall be twice the required occurrence limit.
b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.
c. Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.
8.2. Indemnification.
a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys' fees and litigation
expenses (each, a "Demand or Expense" collectively "Demands or Expenses") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, errors or omissions (including any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of the
Project.
b. ‘This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.
c Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
8.3 Other Insurance Provisions. The insurance policies required by the Section above must contain, or
be endorsed to contain the following insurance provisions:
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8.4
8.5
8.6
8.7
8.8
a. The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or in
connection with the performance of all tasks or work necessary to complete the Project as
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or
equipment furnished in connection with any tasks, or work performed by Consultant or on
its behalf and for liability arising from automobiles owned, leased, hired or borrowed on
behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
revisions are used.
b. For any claims related to this Project, the Consultant’s insurance coverage shall be
ptimary insurance with respect to the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it.
c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VI, unless the Consultant has obtained prior approval ftom the City stating that a
non-conforming insurer is acceptable to the City.
Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractor(s).
Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endorsements
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. The City reserves the
right to ftequire complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the Term stated herein.
Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by
the Consultant to comply with the terms and conditions of the Agreement, including any schedule
for performance or completion of the Project.
Subcontractors, Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.
Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, covetage
ot other circumstances unique to the Consultant, the Project or the insurer.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants its
compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to their
employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or
Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Consultant and Subconsultant warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The
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10.
11.
12.
13.
Consultant and Subconsultant shall cooperate with the City’s random inspections, including granting the City
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not cutrently, and during
the term of this Agreement, will not use:
a. the forced labor of ethnic Uyghurs in the People’s Republic of China;
b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c any contractors, subcontractors or suppliers that use the forced labor or any goods or
setvices produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.
Notices.
13.1. A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if:
a. The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
c Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, ift
(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original signatures.
13.2 Representatives.
a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:
CovertTrack Group, Inc.
c/o Amber Stanley
15600 North 78% Street
Scottsdale, Arizona
b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
City of Glendale
c/o Chris Briggs, Chief of Police
6835 North 57 Drive
Glendale, Arizona 85301
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With required copy to:
City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2) A notice will not be deemed to have been received by City's representative until the
time that it has also been received by the City Manager and the City Attorney.
(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.
14. Entire Agreement; Survival; Counterparts; Signatures.
14.1 Integration. This Agreement contains, except as stated below, the entire agreement between City
14.2
14.3
14.4
14.5
14.6
and Consultant and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.
a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
c. Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.
Interpretation.
a. The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.
b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c The Agreement will be interpreted in accordance with the laws of the State of Arizona.
Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one of more right or remedy will not affect any other rights or remedies under this Agreement
ot applicable law.
Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.
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15.
16.
17.
14.7
Term.
15.1
15.2
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
The term of this Agreement commences upon the effective date and continues for a three-year
period. There are no extensions or renewals available exception as provided below.
Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the services/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A Project
Exhibit B Scope of Work
Exhibit C Compensation
[Signatures on following page.]
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The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation
By: Kevin R. Phelps
Its: City Manager
ATTEST:
Julie K. Bower
City Clerk (SEAL)
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
CovertTrack Group, Inc.,
an Arizona Corporation
‘Signed by:
keith Deaton. 7/18/2024
By: Reith Deaton
Its: Authorized Signer
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EXHIBIT A
Services Agreement
PROJECT
(31 pages)
COVERTTRACK GROUP, INC. TERMS AND CONDITIONS.
Docusign Envelope ID: 1FBDFF79-E67F-4D40-94A2-20EA6F22C9CD
COVERTTRACK GROUP, INC. TERMS AND CONDITIONS Date: August 30, 2023
This document limits our liability. Your use of our products or services constitutes your
acceptance of the following terms and conditions.
1. Acceptance of the Terms and Conditions
Welcome to the website of CovertTrack Group, Inc. (collectively the “Company”,
“CovertTrack” “website” “site” “we” or “us”). CovertTrack is the owner of this website
(“website”).
A summary of these terms and conditions is listed below, for Your convenience only. Please
review the full terms and conditions before using any of CovertTracks’ Products & Services.
This Agreement (as amended or modified from time to time, the "Agreement") is by and between
CovertTrack Group Inc., its subsidiaries, affiliates, partners, licensees, and authorized
agents/distributors (collectively hereinafter "CovertTrack", “our”, or ““we”) and you, the entity
you represent, and your respective agents, successors and assigns ("You", “Your” or
“Customer’), and is made effective as of the date you view the website, Your product usage,
product purchase, services usage, or electronic execution of this Agreement. This Agreement sets
forth the terms and conditions of your use of the website and any and all products,
merchandise, devices, software and services purchased from or otherwise provided by
CovertTrack or any third party merchant or manufacturer (hereinafter collectively
referred to as “Products & Services,” when applicable), advertised on the website and
explains CovertTrack’s obligations to You and Your obligations to CovertTrack in relation to
your using the website and the Products & Services that You use or purchase. When
“Products” is used in lieu of “Products & Services,” CovertTrack intends that the reference
pertains to a device only, not software or services.
Please read the Terms and Conditions carefully before you start to use the Website or Products
and Services. By using the Website or Products and Services, you accept and agree to be
bound and abide by these Terms and Conditions and our Privacy Policy incorporated
herein by reference (“Privacy Policy‘) available at
https://www.coverttrack.com/public/Terms_and_Conditions.pdf. If you do not want to agree to these
Terms and Conditions or the Privacy Policy, you must not access or use the Website or use the
Products and Services. This Agreement, as updated from time to time, is available online on
CovertTrack’s website, https://www.coverttrack.com/public/terms.aspx. Questions? Call
480.657.9545 for Customer Service or Technical Support.
By entering into this Agreement, You represent to CovertTrack that You have authority to
enter into and be bound by this Agreement on behalf of the Customer.
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This Agreement also includes by reference
e Additional Terms and Conditions, which may include those from third parties.
e Any terms provided separately to you for the Services, including product or program
terms, ordering, activation, payment terms, etc.
“Merchant” or “Manufacturer” shall mean any person, entity, individual or business selling or
marketing products, goods or services on the website.
“Products and Services” shall mean Customer’s usage of products, goods and services that
are displayed or advertised on CovertTrack’s website that have been made or offered by
CovertTrack and/or that have been manufactured by a third party merchant or Manufacturer.
This Website and Products and Services are offered and available to users who are 18 years old
or older. By using this Website or Products and Services you represent and warrant that you are
of legal age to form a binding contract with CovertTrack. If you are not 18 years old or older,
you must not access or use the Website or Products and Services.
MEDIATION/ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT
FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION
SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL
BE RESOLVED BY BINDING, INDIVIDUAL MEDIATION OR ARBITRATION AND
YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR
CLASS.
2. Changes to the Terms and Conditions
We may revise and update these Terms and Conditions from time to time in our sole discretion.
All changes are effective immediately when we post them. Your continued use of the Website
and Products and Services following the posting of revised Terms and Conditions means that you
accept and agree to the changes. You are expected to check this page from time to time so that
you are aware of any changes, as they are binding on you.
3. Summary of Terms & Conditions
Links updated 08.30.2023
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This summary is provided for Your convenience and is not intended to apprise You of each and
every term contained herein. You should read the entire agreement before using any Products &
Services.
1. We may modify this Agreement. Your continued use means you consent.
2. Requests initiated by Customer for refunds (or proration) due to early termination of a
Service Plan, are handled on a case by case basis. CovertTrack may in its sole discretion
determine if a refund is allowable and the appropriate refund amount. Monthly service fees are
determined by the contract term. Shortening the contract term will increase the monthly fee.
There are no refunds for services already used, for services terminated due to an illegal use of
Products & Services, or arising out of a breach of contract.
3. We are not bound by promises of others. General statements made elsewhere shall not
supersede the statements made herein.
4. You must read all WARNINGS and NOTICES before using Our Products & Services.
5. You are solely responsible for device maintenance, which should be performed annually by
a CovertTrack technician. You should not replace any batteries on your own. Only a
CovertTrack technician is authorized to replace batteries.
6. Weare not responsible for interruptions in services or loss of information or data, no matter
how it was caused.
7. You must obey all Federal and State laws at all times when using Products & Services.
8. Do not modify any device. This includes removing the SIM card.
9. You must keep your password secure.
10. Failure to keep Your contact and payment information updated may cause service
interruption and/or result in additional fees.
11. You must pay Your bill/contract on time.
12. Contracts automatically renew unless cancelled, in writing, ten (10) business days before
the end of your billing cycle.
13. Your billing cycle begins on the date you signed a contract or the 28" of the month,
whichever is sooner.
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14. Your authorization for auto payments remains in effect until cancelled.
15. Late payments will be charged 1.5% per month. Returned checks will result in a $25 fee.
16. We will not sell your Customer information.
17. We may release Your information and/or data upon a valid request from law
enforcement or in response to a subpoena.
18. Disputes will be handled through binding arbitration in Phoenix, Arizona.
19. Jurisdiction, Choice of Laws, and Venue shall be in Maricopa County, Arizona.
20. See CovertTrack’s Limited Warranty. There are no other warranties.
21. We are not liable for damages caused by You. You agree to hold harmless and
indemnify Us for injuries or losses arising out of Your use or misuse, directly or indirectly, of
Our Products & Services.
22. Protect Yourself from viruses and data loss. We are not responsible for damages or
losses due to use or misuse of Our Products & Services.
23. We rely on third party services to provide You with Products & Services. We cannot
guarantee another’s product or service. You are aware that loss of signal may occur causing Our
Products & Services to become inoperable and/or cause You to lose data and You agree to hold
Us harmless from any claims accruing from such loss.
24. The maximum amount you may recover for any loss is $1,500 or twelve (12) times the
cost of one month of service, whichever is greater.
25. By using Our Products & Services, or by clicking on the “ACCEPT” or “Sign Up
Now” button when creating a new account, You agree to and accept ALL of the terms and
conditions stated herein and acknowledge that you have read and understand them.
GENERAL TERMS APPLICABLE TO ALL PRODUCTS, RELATED SOFTWARE
AND/OR SERVICES (PRODUCTS & SERVICES)
4. Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide
on the Website, in our sole discretion without notice. We will not be liable if for any reason all or
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any part of the Website is unavailable at any time or for any period. From time to time, we may
restrict access to some parts of the Website, or the entire Website, to users, including registered
users.
You are responsible for
e Making all arrangements necessary for you to have access to the Website.
e Ensuring that all persons who access the Website through your internet connection are aware
of these Terms of Service and comply with them.
To access the Website or Products and Services or some of the resources it offers, you may be
asked to provide certain registration details or other information. It is a condition of your use of
the Website that all the information you provide on the Website is correct, current, and complete.
You agree that all information you provide to register with this Website or otherwise, including
but not limited to through the use of any interactive features on the Website, is governed by
our Privacy Policy, and you consent to all actions we take with respect to your information
consistent with our Privacy Policy.
We may, without notice to you, at any time, revise these Terms and Conditions and any other
information contained in this website. We may also make improvements or changes in the
products, services, or programs described in this site at any time without notice.
5. General
This website contains proprietary notices and copyright information, the terms of which must be
observed and followed.
The Company grants you a non-exclusive, non-transferable, limited permission to access and
display the Web pages within this website and to use the Services provided you comply with
these Terms and Conditions, and all copyright, trademark, and other proprietary notices remain
intact and this Agreement has not been terminated and as long as you meet any applicable
payment obligations. You are only granted the right to use the Website and Products and
Services and only for the purposes described by the Company. The Company reserves all other
rights in the website and Products and Services. You may only use a crawler to crawl this
website as permitted by this website’s robots.txt protocol, and the Company may block any
crawlers in its sole discretion. The use authorized under this agreement is non-commercial in
nature (e.g., you may not sell the content you access on or through this website.) All other use of
this website is prohibited.
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You may not copy, modify, distribute, sell, or lease any part of our website or Products and
Services, nor may you reverse engineer or attempt to extract the source code of that software,
unless applicable laws prohibit these restrictions or you have our written permission to do so.
Except for the limited permission in the preceding paragraphs, the Company does not grant you
any express or implied rights or licenses under any patents, trademarks, copyrights, or other
proprietary or intellectual property rights. You may not mirror any of the content from this
website on another website or in any other media. Any software and other materials that are
made available for downloading, access, or other use from this website with their own license
terms will be governed by such terms, conditions, and notices. Your failure to comply with such
terms or any of the terms on this site will result in automatic termination of any rights granted to
you, without prior notice, and you must immediately destroy all copies of downloaded materials
in your possession, custody or control.
6. Disclaimer
From time to time, this website may contain technical inaccuracies or typographical errors, and
we do not warrant the accuracy of any posted information. Please confirm you are using the most
up-to-date pages on this website, and confirm the accuracy and completeness of information
before using it to make decisions relating to services, products, or other matters described in this
website.
7. Ownership of the Website
The website, any content on the website, and the infrastructure used to provide the website
are proprietary to CovertTrack and our affiliates. By using the website and accepting these
Terms and Conditions: (a) CovertTrack grants you a limited, personal, non-transferable,
non-exclusive, revocable license to use the website as pursuant to these Terms and
Conditions and to any additional terms and policies set forth by CovertTrack; and (b) you
agree not to reproduce, distribute, create derivative works from, publicly display, publicly
perform, license, sell, or resell any content, software, merchandise, or services obtained
from or through the website without the express permission of CovertTrack.
8. Registration
To register and become a "User" of the website and purchase or use Products and Services , you
must be at least 18 years of age to enter into and form a legally binding contract. In addition, you
must be in good standing and not an individual that has been previously barred from using the
website under the laws and statutes of the United States or other applicable jurisdiction.
When you register, with CovertTrack we may collect information such as your name and e-mail
address. You can edit your account information at any time. Furthermore, the registering party
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hereby acknowledges, understands and agrees to:
a) furnish factual, correct, current and complete information with regards to yourself as may
be requested by the data registration process, and
b) maintain and promptly update your registration and profile information in an effort to
maintain accuracy and completeness at all times.
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete
nature, CovertTrack will have sufficient grounds and rights to suspend or terminate the User who
is in violation of this aspect of the Agreement, and as such refuse any and all current or future
use of CovertTrack Services, or any portion thereof.
It is CovertTrack priority to ensure the safety and privacy of all its visitors to the website and
users of the Products and Services, especially that of children. Therefore, it is for this reason that
the parents of any child under the age of 13 that permit their child or children access to the
CovertTrack website or use of the products and services must create a "family" account, which
will certify that the individual creating the "family" account is of 18 years of age and as such, the
parent or legal guardian of any child or children registered under the "family" account. As the
creator of the "family" account, he/she is thereby granting permission for his/her child or
children to access the various Services provided through the website, including, but not limited
to, message boards, email, and/or instant messaging. It is the parent's and/or legal guardian's
responsibility to determine whether any of the services and/or content provided on the website
are age-appropriate for his/her child.
A user will register on the app by clicking on "sign up", once there, the user will provide
CovertTrack with his or her email address, first name, last name, password, and password
confirmation.
9. Products and Services Usage
(a) TERMS OF USE.
CovertTrack reserves the right to modify this Agreement and its related Services from time to
time. Your continued use of the Products & Services constitutes your acceptance and agreement
to be bound by any such modifications. Requests initiated by Customer for refunds (or proration)
due to early termination of a Service Plan, are handled on a case by case basis. CovertTrack may
in its sole discretion determine if a refund is allowable and the appropriate refund amount.
Monthly service fees are determined by the contract term. Shortening the contract term will
increase the monthly fee. There are no refunds for services already used, for services terminated
due to an illegal use of Products & Services, or arising out of a breach of contract.
You agree that CovertTrack shall not be bound by any representations made by third parties
whose products, software or services are used in conjunction with CovertTrack Products &
Services. Any statement of a general nature, which may be posted on CovertTrack’s Web site or
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contained in CovertTrack’s promotional materials, will not bind CovertTrack. CovertTrack may,
at times, offer certain promotions with different charges and features. Such promotions may be
discontinued at any time, without prior notice.
(b) ACKNOWLEDGMENT OF WARNINGS AND INSTRUCTIONS.
By using CovertTrack Products & Services You are agreeing that You have read and understand
all related warnings, instructions and notices provided therewith or contained in this Agreement.
Additionally, in the event You did not see the warnings, instructions and notices included with
the Products & Services, You agree that You have reviewed and understood the warnings
available on the CovertTrack Website for the Products & Services you are using. Further, You
have provided access and/or discussed those warnings and instructions with any parties to whom
You have provided access to or use of the Products & Services. CovertTrack disclaims any
liability for Your failure to read or follow warnings, instructions and notices.
Batteries Replacement Warning:
Because tracking devices can be subject to extreme temperatures, water, vibration & shock
during use, it is critical for battery safety, warranty, and operational purposes that the devices are
inspected, serviced, and their batteries are replaced on an annual basis by the manufacturer.
Please contact us at 480-661-1916, or at admin@gpsintel.com, to make arrangements for
maintenance and battery replacement.
Do not replace batteries in your tracking devices. Only CovertTrack technicians may
replace Your device’s batteries. Failure to follow the above warnings may result in fire,
explosion, injury or death and may void any warranty. CovertTrack is not responsible for
maintaining or inspecting the Products, including batteries replacement, and will not initiate such
inspections unless and until requested by You. Inspections are provided free of charge by
CovertTrack, however, You are responsible for any shipping costs and for contacting
CovertTrack in advance for details related to sending in Products for inspection. You are solely
responsible for Product maintenance and ensuring Products are sent in for inspection on a timely
basis.
The free portion of the service includes, and is limited to: visually & electronically inspecting the
device for any damage or maintenance issues, replacing any worn or broken seals, upgrading
firmware to the most recent version, testing the device to ensure it is tracking properly. The
service is provided as a customer courtesy, and does not act as an additional guaranty or
warranty for the device. These terms and conditions may be changed without any notice or
obligation to the customer at any time by the manufacturer and additional terms or conditions
may apply.
(c) TERMS OF USAGE & SERVICE.
Subject to the terms and conditions of this Agreement, CovertTrack shall attempt to provide, but
cannot guarantee, GPS Related Services twenty-four (24) hours a day, seven (7) days a week
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throughout the term of this Agreement. Customer understands and agrees that CovertTrack
DOES NOT ACCEPT ANY LIABILITY for temporary interruptions affecting Products &
Services or for access outages. Customer understands and accepts that from time to time,
without notice, the services may be inaccessible or Products may be inoperable for a
variety of reasons, many of which may be outside of CovertTrack’s control, including,
without limitation: (1) Product damage or malfunctions; (ii) periodic maintenance procedures or
initiated by which CovertTrack or third-party service provider may undertake; or (iii) causes
beyond the control of CovertTrack or which are not reasonably foreseeable by CovertTrack,
including, without limitation to, interruption or failure of telecommunication or digital
transmission links, hostile network attacks, network congestion or other failures, and You shall
not be entitled to any offset, proration, discount, refund or other credit.
Customer agrees and understands that CovertTrack has no control over the continuous or
uninterrupted availability of tracking services. Any break in service known to CovertTrack will
be communicated to the Customer as soon as possible, but no guarantees are made that such a
notice will be received by You.
In the event that a scheduled interruption is necessary, CovertTrack will notify the Customer
with as much advance notice as possible.
In the event that a break in service or problem with product functioning occurs due to forces
beyond CovertTrack’s control, CovertTrack will attempt to notify Customers using reasonable
means (such as posting information on CovertTrack’s Website) and will make efforts to re-
establish service. CovertTrack cannot guarantee that services will be re-established in a timely
manner. If the performance of any part of this Agreement by either party is prevented, hindered,
delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or
governmental action, labor dispute, act of God or any other cause beyond the control of either
party, that party shall be excused from any obligation to the extent that the party was prevented,
hindered or delayed by such cause.
(d) NO UNLAWFUL CONDUCT OR IMPROPER USE.
As a condition of Your use of CovertTrack’s Products & Services and Products and Services
offered by third party merchant’s and manufacturers (CovertTrack’s Products & Services and
Products and Services offered by third party merchant’s and manufacturers are referred to in this
paragraph only as the “Services”) You agree not to use the Services for any unlawful purpose or
in any manner prohibited by these terms and conditions. You agree to comply with all local,
state, federal and international laws, as well as all government rules or requirements applicable to
the purchase, transfer, or use of the Services. You will not be entitled to a refund of any amount
paid to CovertTrack due to CovertTrack’s decision to take corrective action in order to rectify
Your improper or illegal use of the Services. CovertTrack reserves the right at all times to
disclose any information as CovertTrack deems necessary to satisfy any applicable law,
regulation, legal process or governmental request. CovertTrack reserves the right at all times to
edit, refuse to post, or to remove any information or materials, in whole or in part, in
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CovertTrack's sole discretion. You agree that your information and tracking records may be
released to any law enforcement officer or agency requesting information as part of an active
investigation regarding Your possession or use of the Services without a Subpoena or Warrant.
If You have purchased the Services, CovertTrack has no obligation to monitor Your use of the
the Services. CovertTrack reserves the right to review Your use of the Services and to cancel the
the Services in its sole discretion. CovertTrack reserves the right to terminate Your access to the
the Services at any time, without notice, with the limitation on your damages being a refund for
unused Services. All refunds are subject to the terms stated in Section 1: Terms of Use, above.
CovertTrack reserves the right to terminate Services if Your usage of the Services results in, or is
the subject of, legal action or threatened legal action, against CovertTrack or any of its affiliates
or partners, without consideration for whether such legal action or threatened legal action is
eventually determined to be meritless. CovertTrack may review every account for excessive
storage space and/or bandwidth utilization and to terminate or apply additional fees to those
accounts that exceed allowed levels.
Customer agrees to be solely responsible for obtaining proper authorization/consent to
track person(s), vehicles, or assets and agrees to abide by all state and federal laws
concerning the use of tracking devices. Customer agrees to indemnify and hold
CovertTrack, and its subcontractors, Members, Officers and Employees harmless from
any and all costs and expenses regarding any claim(s) arising from unauthorized tracking
or other use of the Products & Services purchased or controlled by Customer. Customer is
urged to seek independent legal advice to ensure that Customer knows the applicable laws
regarding the possession, use, and transfer of tracking devices. Laws can vary from State to
State, and Country to Country, regarding the permitted use of CovertTrack’s Products
and Services.
WARNING: VEHICLES TEND TO MOVE IN UNEXPECTED WAYS. YOUR USE OF
COVERTTRACK’S PRODUCTS AND SERVICES MAY BE LAWFUL IN ONE
JURISDICTION, BUT ILLEGAL IN ANOTHER JURISDICTION. IF A VEHICLE
CROSSES JURISDICTIONAL LINES, YOUR USE MAY SUDDENLY BECOME
ILLEGAL.
(e) Acceptable Use Policy
All website users are responsible for complying with all applicable laws in the United States in
their use of the website.
e Prohibited Activities
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