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HomeMy WebLinkAboutRedman Consulting Group Contract 2009-2014 REDMAN CONSULTING GROUP, INC. Municipal Tracking System Trac EZ User Agreement This Municipal Tracking System User Agreement (this "Agreement") is made and entered into this August 1, 2009, by and between Redman Consulting Group, Inc., a Florida Corporation ( "RCG, Inc. "), and the City of Cape Canaveral, Florida , a Florida Municipal District ( "Licensee "). RCG hereby grants to the Licensee, for the term of this Agreement, a limited non - exclusive, non- transferable right and the use of Licensee's RCG System "Trac EZ" for the term of Licensee's current municipal solid waste collection contract(s) (including any renewals or extensions thereof) pursuant to the Terms and Conditions below, in consideration of payment of the monthly fee set forth below: Commencement Date: _August 1, 2009_ Expiration Date: _September 30, 2014 Municipality: _City of Cape Canaveral, Florida Initial Term: Term of Ci of Cape Canaveral Solid Waste Agreement beg nning October 1, 2009 to September 30, 2014 (years and months) (plus any renewals under Licensee's municipal solid waste collection contract) Solid Waste Collection Contract Expiration Date: September 30, 2014 Monthly Fee excluding taxes $ 250.00 Additional Terms. The following additional terms shall apply: The City shall have the right to place three (3) additional departments on the tracking system at the City's discretion at no additional cost to the City. The Terms and Conditions on the reverse side hereof are incorporated herein as if fully set forth on the face of this Agreement. By execution below, the undersigned certifies that he /she is authorized to execute this Agreement as a legally binding obligation of Licensee, effective as of the Commencement Date above. City of Cape Canaveral, Florida RCG, Inc. (Licensee) By: af". By: e- - Name: /}n a App I f-s Name: can Redman Title: ccc -. G Motiel s � Title: President Address for Notices: Address for Notices: 7017 S. Atlantic Avenue New Smyrna Beach, FL 32169 Fax no.: Fax no.: 386 - 427 -4549 Attn: Attn: Jean Redman TERMS AND CONDITIONS 1. Definitions. As used herein, the terms "Agreement," "Monthly Fee," day period. In the event Licensee terminates this Agreement pursuant to this "Commencement Date," "Licensee," and "RCG" shall have the meanings Section 7.2, Licensee shall pay RCG an early termination fee equal to the total indicated on the first page of this Agreement, and the following terms shall have Monthly Fees for the succeeding one -year term, as such fee may have been the following meanings: increased pursuant to Sections 6.1 or 6.2. 1.1 "Proprietary Rights" means patent rights, copyrights, trade 7.3 Rights Upon Termination. Following the expiration or secret rights, Confidential Information and all other intellectual and industrial termination of this Agreement for any reason, the License granted herein shall property rights of any sort throughout the world. simultaneously and automatically terminate, and Licensee's access to the 1.2 "System" means Trac EZ, RCG's proprietary application System shall cease. program that functions to provide a municipal solid waste tracking system for 8. Warranties. complaints, compliments and requests for waste collection services, and which 8.1 Limited Warranty. RCG shall use all reasonable efforts to is accessible by subscription at Trac EZ's intemet website: tracezonline.com. ensure that the System performs the functions as described herein. RCG does 2. License Grant. RCG hereby grants Licensee a non - transferable, non- not guarantee that the System will meet Licensee's requirements or exclusive license during the Term only to use the System for its intended expectations. In the event Licensee discovers that the System fails to conform purpose and in accordance with the terms and conditions herein for the benefit with the foregoing warranty, Licensee's sole remedy and RCG's sole obligation of Licensee and its business purposes (the "License "). Unless otherwise shall be as follows: (i) RCG shall first undertake reasonable commercial efforts provided to Licensee or agreed upon in writing, Licensee has no right to receive, to repair the System in order to correct such non - conformance; and (ii) if RCG is use or examine any source code or design documentation relating to the System. unable to repair the System, this Agreement shall terminate and the provisions The License shall be non - transferable. of Section 7.3 shall apply. 3. Restrictions on License. Any use of the System not expressly authorized 8.2 Disclaimer. Except for the express limited warranties set forth in this Agreement is strictly prohibited, and Licensee shall not (and shall not in this agreement and to the extent allowed by applicable law, RCG hereby allow any third party to): (i) sublicense or sell, grant or permit access to the disclaims all other warranties, whether express, implied, statutory or otherwise, System to any third party; (ii) use the System for the purpose of compiling, regarding the system or any support related thereto. RCG specifically disclaims enhancing, verifying, supplementing, adding to or deleting from any mailing list, any implied warranties of merchantability, fitness for a particular use or purpose geographic or trade directories, business directories, classified directories, and non - infringement, and those arising from a course of dealing or usage of classified advertising, or other compilation of information which is sold, rented, trade. Further, RCG does not warrant, guarantee or make any representations published, furnished or in any manner provided to a third party; (iii) use the that the system will be free from defects or that its use will be uninterrupted, or System in any service or product not specifically authorized in this Agreement; regarding the use, or the results of the use, of the system in terms of accuracy, or (iv) decompile, disassemble, or otherwise reverse engineer or attempt to reliability or otherwise. reconstruct or derive any source code (or underlying ideas, algorithms, structure 9. Limitation on Liability. Neither party shall be responsible or liable with or organization) from the System or from any other information by any means respect to any subject matter of this agreement under any contract, negligence, whatsoever. strict liability, warranty, or other theory: (a) for interruption of use, for loss or 4. Technical Support. RCG shall provide Licensee with technical support, inaccuracy or corruption of any system or data, or for cost of procurement of via telephone or e-mail, concerning Licensee's use of the System, for correction substitute goods, services or technology; (b) for any indirect, incidental or of defects, and to enable Licensee to use the System under this Agreement. consequential damages, even if such party has been otherwise advised that such 5. RCG's Retention of Rights. RCG retains exclusive ownership of all damages are available, or for any exemplary or punitive damages including, but rights, title and interest including, without limitation, all Proprietary Rights, in not limited to, loss of profits; or (c) for any amounts in excess of the aggregate and to the System, all modifications (by whomever made) thereof. The License of fees paid or payable to it (in the case of RCG) or (in the case of Licensee) does not constitute a sale of the System or any portion thereof. Each party paid or owed by it hereunder. the foregoing limitations shall not apply to (i) recognizes that RCG grants no licenses, by implication, estoppels or otherwise, damages included in an award against either party resulting from a claim for except for the License expressly set forth in this Agreement. which a party is indemnified hereunder (ii) any claims for personal injury or 6. Charges and Payment. death (iii) any claims based upon a party's gross negligence or willful 6.1 In consideration of the License, Licensee will make payment(s) misconduct; (iv) any claims based on a willful violation of either party's to RCG the Monthly Fee set forth on the first page of this Agreement pursuant proprietary rights; or (v) either party's breach of its obligations under section 10 to the provisions set forth herein. The Monthly Fee is based on the number of above. The limitations of liability set forth herein shall apply notwithstanding homes in Licensee's residential and/or commercial waste collection area and failure of essential purpose of any limited remedy provided herein. according to the most current U.S. population census (the "Base Home Count "). 10. General Provisions. For every ten percent (10 %) increase in the Base Home Count, the Monthly Fee 10.1 Assignment. Licensee shall not assign, transfer or sublicense will, without notice to Licensee, be increased by ten percent (10%). this Agreement or any of its rights, obligations or benefits under this Agreement 6.2 In addition to the increase in the Monthly Fee provided without the prior written consent of RCG. Any assignment prohibited by this for in Section 6.1, RCG may also increase the Monthly Fee for each succeeding Section 12.1 shall be null and void. year of the Agreement, without notice to Licensee, by the increase in the U.S. 10.2 Controlling Law. This Agreement shall he deemed to have Consumer Price Index for All Urban Consumers in the Atlanta Metropolitan been made in, and shall be construed pursuant to the laws of, the State of Florida Statistical Area during the one (1) year period prior to such increase. without regard to any conflicts of laws principles. In any action or proceeding 6.3 The Monthly Fee is due and payable within twenty (20) to enforce rights under this Agreement, the prevailing party shall be entitled to days of RCG's invoice therefore. recover costs and reasonable attorneys' fees. 7. Term and Termination. 10.3 Entire Agreement. Upon execution by both parties, this 7.1 Term. Agreement shall constitute the entire agreement between the parties with respect This Agreement and the License granted herein shall be to the subject matter hereof and supersedes all prior and contemporaneous effective from the Commencement Date through the term of Licensee's current proposals (oral or written), negotiations, conversations, or discussions between municipal solid waste collection contract(s), including any renewal terms or or among the parties relating to the subject matter of this Agreement and all past extensions under such contract(s) (the "Term "). Licensee may, however, dealing or industry custom. terminate this Agreement by providing written notice to RCG within thirty (30) 10.4 Force Majeure. Neither party hereto shall be responsible for days of the Commencement Date. If Licensee does terminate this Agreement any failure to perform its obligations under this Agreement (other than within 30 days of the Commencement Date, the provisions of Section 7.3 shall obligations to pay money under Section 6 above) if such failure is caused by acts apply. of God, war, revolutions, lack or failure of transportation facilities, failure of 7.2 Termination for Cause. If either party should materially breach telecommunications suppliers, fire, laws or governmental regulations or other this Agreement, the other party may terminate this Agreement upon thirty (30) causes which are beyond the reasonable control of such party. days' written notice (or ten (10) days in the case of nonpayment) unless the breach is cured within the notice period, or, if the breach does not relate to payment and cannot reasonably be so cured, diligent efforts to effect such cure are commenced during that period and are continued until the cure is completed, which shall be within a reasonable time and may extend beyond such thirty (30) Consulting, ir ..�.• January 15, 2010 Kim McIntire Exec. Asst. to City Manager City of Cape Canaveral 105 Polk Avenue Cape Canaveral, FL 32920 RE: Contract for Trac Ez Kim, Enclosed please find 2 contracts for the tracking system that I have signed. These are exactly the same that I had sent to Mr. Boucher. Please sign both and return one back to my office. If you have any questions or need further information please give me a call anytime. , y' o R ) Jean S. Redman 0 L & titi President q Enclosures: 2 7017 S. Atlantic Avenue • New Smyrna Beach, FL 32169 •Office: 386- 427 -9339 • Fax: 386- 427 -4549 www.rcgusaonline.com