Loading...
HomeMy WebLinkAboutComplus Data Innovations, Inc. 11-15-2011 AGREEMENT BY AND BETWEEN THE CITY OF CAPE CANAVERAL, FLORIDA (CLIENT) AND COMPLUS DATA INNOVATIONS, INC. ( COMPLUS) DATED: OCTOBER 26, 2011 This Agreement (the "Agreement ") is made and entered into this 15Th day of November, 2011 by and between Complus Data Innovations, Inc (COMPLUS), with offices at 560 White Plains Road, Tarrytown, New York 10591 and the City of Cape Canaveral, Florida (CLIENT), with offices at 105 Polk Avenue, Cape Canaveral, Florida 32920 for the processing of parking tickets using the FastTrackT"' Parking Ticket Management System (FastTrackTM). The Terms and Conditions are as follows: 1. COMPLUS will provide all equipment listed on Schedule I, attached to this Agreement. CLIENT will promptly acknowledge, on the form attached as Exhibit A, receipt of all such equipment and that such equipment is in good working order. This equipment is for the sole purpose of providing access to FastTrackT". The CLIENT acknowledges that this equipment is the property of COMPLUS and agrees to exercise reasonable care of said equipment while in its possession. Any handhelds that become lost or stolen will be the sole responsibility of the CLIENT and will be billed to the CLIENT at the cost of $4,500.00 per unit. All handheld equipment listed on Schedule 1 will be replaced and upgraded every 36 months during the life of this Agreement, under COMPLUS' 36 -month Handheld Replacement Policy. 2. COMPLUS will be responsible for the maintenance, repairs, and replacement of said equipment resulting from normal use. Repairs, which in the reasonable opinion of COMPLUS are required as a result of an accident, neglect, or misuse of the equipment (including without limitation a repair arising from or in connection with software other than software provided by COMPLUS and /or use of the equipment for other than FastTrackTM use) shall be made at the sole expense of the CLIENT. All expenses related to the repair or replacement of equipment which is required as the result of an accident, neglect, or misuse, will be billed to CLIENT. This includes, but is not limited to, the actual cost of the repair or replacement of said equipment, along with shipping expenses, travel expenses if required, and labor costs. Travel expenses, if required, must be pre - approved by CLIENT before repairs will be scheduled. 3. Repairs to equipment and/or reinstallation and /or modification of software which are required as a result of changes or modifications made by the CLIENT, shall be made at the sole expense of the CLIENT. This includes, but is not limited to the actual cost of the repair or replacement of said equipment, along with shipping expenses, travel expenses if required, i 1 i i 1 , I and labor costs. These costs and expenses must be pre- approved by the CLIENT and conform to CLIENT'S billing practices. 4. Additional services requested by the CLIENT that are not described in this Agreement must be submitted in writing by the CLIENT. COMPLUS will prepare a statement of work along with a detailed cost estimate to be approved in writing by the CLIENT prior to the implementation of said changes or additions. This includes, but is not limited to, requests for additional equipment, installation of additional sessions, CLIENT requested software modifications and/ or relocation of equipment. 5. COMPLUS will provide remote access to its computer via a web -based application that utilizes Citrix technology. Access time will be 22 hours per day, seven days a week. The System will be unavailable due to daily maintenance -from midnight until 2:00 a.m. Eastem Time. COMPLUS will not be responsible for any downtime arising in connection with the • intemet service provider, Utilities Company and /or the CLIENTS' internal network. t 6. The CLIENT will be responsible for the daily entry of all parking tickets. In addition, the CLIENT will be responsible for all other functions including the updating and disposition of all tickets, as well as any other related on -line functions. COMPLUS shall direct that all payments be made directly to the CLIENT and that CLIENT will be responsible for all payment processing. COMPLUS is not responsible for the validity of any information provided to it, including without limitation to the information on the tickets. 7. COMPLUS will provide CLIENT with access to the computer software needed to process all parking ticket information. COMPLUS agrees to maintain FastTrack and revise the software, as required, to conform to all federal, state and local laws and regulations. COMPLUS certifies that in addition to nightly tape backups, their data center is mirrored off - site for Disaster Recovery Purposes. 8. COMPLUS will furnish the CLIENT with digital copies of various reports and mailings including the following: • Year -to -Date Disposition of Tickets • Delinquent Notices for Outstanding Tickets for the State of Florida and Out-of -State Residents • Final Delinquent Notices • Officer and PEO Performance Reports • Permit Reports • Audit Reports • Daily and Monthly Cash /Dismissal Reports • Year -to -Date Active Scofflaw Report 9. As requested by the CLIENT, COMPLUS will prepare all Delinquent Notices and Notice of 4 Violations for outstanding tickets issued to vehicles bearing State of Florida plates and Out - of -State plates (to the extent allowed by each State's DMV) to the last known registered owners(s). CLIENT will be responsible for postage of said notices. COMPLUS shall prepare and CLIENT shall approve any and all language contained in the notices that will be sent on 1 i J 1• i behalf of CLIENT under this Agreement. State agency approval will also be obtained where applicable. Such notices shall comply with state rules and regulations. i 1 10. Throughout the term of this Agreement, COMPLUS agrees to provide on -site training for FastTrack''. COMPLUS will provide reference manuals describing the features and operations of FastTrackTM'. COMPLUS shall provide updates to the system as they become available. Throughout the term of this Agreement, assistance will be available 1 from field supervisors and by telephone at no charge to the CLIENT during the hours of 8:30 AM to 5:00 PM ET, Monday through Friday (with the exception of all state and nationally recognized holidays). 11. The CLIENT agrees to indemnify and hold harmless COMPLUS, its officers, agents and employees, from any claims, controversies or lawsuits brought against COMPLUS and/ or the CLIENT by third parties in any way related to COMPLUS' service and /or this Agreement; except where said claims, controversies or lawsuits are the results of negligence, gross negligence or willful misconduct on the part of COMPLUS. This provision survives the termination of this Agreement. 12. COMPLUS agrees to indemnify and hold harmless the CLIENT, its officers, agents, and employees from any claims controversies or lawsuits brought against COMPLUS and /or the CLIENT by third parties in any way related to COMPLUS' services and /or this Agreement, except where said claims, controversies or lawsuits are the results of negligence, gross negligence or willful misconduct on the part of the CLIENT. This provision survives the termination of this Agreement. 13. The CLIENT agrees to the following fee schedule for the use of FastTrack T"'. Invoices will be submitted on a monthly basis, payable within thirty (30) days upon receipt. FEE SCHEDULE: • 20.0% of all State of Florida Parking Ticket Collections. • 20.0% of all Out -of -State Parking Ticket Collections (including Out -of -State DMV Fees for Registration Information Searches), Warning Tickets: In the event that the CLIENT elects to issue warning tickets, COMPLUS will bill the CLIENT $1.45 for each warning ticket in excess of 1% of the tickets issued during the prior calendar year. 1 DMV Fees are paid for by COMPLUS. However, COMPLUS reserves the right to pass along to the CLIENT, and the CLIENT agrees to pay COMPLUS, any increases charged by the various Department of Motor Vehicle agencies to provide registered owner's names 5 and addresses after the first year of this contract. I Web -based Payments: COMPLUS' program allows intemet -based access to FastTrackT"' i for the purpose of allowing the CLIENT's violators to view and pay their parking tickets 1 1 I I I 1 online via credit cards. t COMPLUS has developed and programmed the website and is solely responsible for its functionality, and to make any and all necessary changes to ensure it conforms to all t federal, local and State of Florida laws and rules and regulations, as well as any and all banking rules and regulations that pertain to all forms of credit card payment, including VISA, MASTERCARD, and Discover. Convenience Fee Schedule for Online Parking Ticket Payments $3.50 per parking ticket being paid via the web -based interface. The term "Convenience Fee" as referenced in this Agreement is a fee paid by the end user /customer of the online payment service for parking ticket payment transactions. In the event that any such change is material, COMPLUS may change this convenience fee schedule upon no less than thirty (30) days written notice to CLIENT, and CLIENT may terminate the credit card payment provisions of this Agreement if CLIENT notifies COMPLUS in writing prior to the effective date of such fee schedule change of its election to so terminate such provisions (which termination will be effective on such effective date). COMPLUS will be the credit card merchant for these transactions and the CLIENT will only be responsible for the following: a. To allow chargebacks to be withdrawn from the account in the event a cardholder requests to have the transaction reversed according to credit card rules, regulations and timetables, and to allow for the chargeback fee to also be withdrawn from the account under the same rules, regulations and timetables. For chargeback transactions, any tickets that were paid for said transactions will be reinstated in FastTrackTA° and become subject to further collection efforts. COMPLUS will send the funds from this account on a weekly basis for the transactions processed during the preceding seven days to the CLIENT. 14. The Term and Conditions of the Agreement will remain in effect for a period of THREE (3) years from the date (the "Effective Date ") on which COMPLUS signs this Agreement. The parties may mutually agree to renew the terms of this Agreement in one (1) year increments. Any such renewal shall be by written Addendum to this Agreement approved and executed by both parties hereto. If either the CLIENT or COMPLUS does not wish for any such renewal, it must notify the other party in writing of its intention not to renew no later than ninety (90) days prior to any such anniversary date, in which case this Agreement shall terminate on such anniversary date. In the event of termination, CLIENT will return to COMPLUS within ten (10) days of the termination of the Agreement all handhelds and other equipment, peripherals, manuals and all other materials provided to CLIENT, all of which shall be returned to COMPLUS in good working order. In the event of i termination, and providing that there are no outstanding invoices and the CLIENT has returned all equipment in good working order, the CLIENT would be provided with a I 1 4 i . 1 1 1 computer file at no cost. I 15. If at any time during the term of this Agreement the CLIENT determines that COMPLUS has breached the terms of this Agreement due to nonperformance of the work specified l herein, the CLIENT will notify COMPLUS in writing stating therein the nature of the alleged breach and directing COMPLUS to cure such breach within thirty (30) days. If COMPLUS fails to cure said breach within thirty (30) days, the CLIENT may terminate this Agreement 1 by giving written notice thereof to COMPLUS specifying the effective date of termination. I Upon such termination, all rights and obligations the parties have to each other shall cease, except that COMPLUS agrees to provide the CLIENT within seven (7) days of termination all data and information that COMPLUS has in its possession in connection with parking tickets issued in the City of Cape Canaveral. 16. Each of COMPLUS and CLIENT agrees to comply with state and federal regulations regarding the confidentiality of information. Each of COMPLUS and CLIENT further agrees that the information provided by the CLIENT and/or the DMV, including the names and addresses and associated information of persons and entities that have received tickets, shall remain confidential and shall not be sold or shared with any other non -party, 1 company or entity for any purpose, including but not limited to marketing, sales, solicitations, collection agencies and /or credit bureaus. All information supplied by the CLIENT regarding data entered when a ticket is written is the sole property of the CLIENT. Information obtained from the various department of motor vehicle (DMV) agencies is the property of the specific DMV and the transfer and /or use of this data is governed by the respective DMV. This paragraph shall survive termination. 17. COMPLUS is an independent contractor, and neither COMPLUS nor its staff shall be deemed to be employed by the CLIENT. 18. This Agreement and the rights and obligations of the parties and their successors and assigns hereunder shall be interpreted, construed, and enforced in accordance with the laws of the State of Florida without regard to its choice and /or conflict of laws provisions. Any legal action resulting from, arising under, out of or in connection with, directly or indirectly, this Agreement shall be commenced exclusively in Brevard County, Florida. All parties to this Agreement hereby submit themselves to the jurisdiction of any such court, and agree that service of process on them in any such action, suit or proceeding may be effected by the means by which notices are to be given under this Agreement. in the event of litigation by a party hereto to enforce its rights hereunder, the prevailing party shall be entitled to recover its reasonable attomey's fees, costs and disbursements. 19. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, express, certified or registered mail, return receipt requested, with postage 1 prepaid, or sent priority next day delivery by a nationally recognized ovemight courier 1 service that regularly maintains records of items picked up and delivered to the parties at 1 the addresses first set forth above or to such other person or address as a party shall notify the other in writing. Notices delivered personally shall be deemed communicated as of the date of actual receipt, mailed notices shall be deemed communicated as of the date I I I I 1 three (3) business days after mailing, and notices sent by courier shall be deemed communicated as of the date two (2) business days after pick -up. I 20. CLIENT is a tax exempt entity under the rules of the Internal Revenue Service and will provide COMPLUS with a copy of its tax exempt status upon request. 1 21. Any claim that can be brought by the CLIENT under or relating to this Agreement must be s brought within five (5) years of the action or omission underlying such claim, 1 22. This instrument contains the entire agreement between the parties as to subject matter 1 herein and supersedes all prior agreements whether oral or written between the parties hereto. This Agreement may be modified only by a written instrument signed by the 4 parties. 1 23. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. The signing of the enclosed copy and returning to COMPLUS will indicate 9 9 pY g n icate the CLIENT'S acceptance of this Agreement, and the Terms and Conditions contained therein. Accepted by: ill PLUS lo �INOVATIONS, INC. CITY OF CAPE CANAVERAL, FL eill��1 v ( - - -;1 - 4ze)Q. A I f t c ross r) Name: Rocky Randels 'itle: V. t e:e 5 0,0\i- Title: Mayor Date: t' i?-?..- l Do l k Date: November 21, 2011 1 1 i i 1 1 I 1 1 I SCHEDULEI TO THE AGREEMENT BY AND BETWEEN THE CITY OF CAPE CANAVERAL, FLORIDA (CLIENT) AND li COMPLUS DATA INNOVATIONS, INC. (COMPLUS) DATED: OCTOBER 26, 2011 I I The following equipment will be provided to the CLIENT for the sole purpose of providing access to FastTrackTM'. • Three (3) One -piece handheld ticket writers including all necessary hardware peripherals • Five (5) Software licenses to COMPLUS' FastTrackTm System I 1 1 , I 4 1 f i 3 % COMPLUS 4. DATA INNOVATIONS, INC 14 i November 22, 2011 1 i Andrea Bowers 1 Finance Director 1 City of Cape Canaveral P.O. Box 326 1 t Cape Canaveral, FL 32920 1 Andrea, Enclosed you will find a fully executed original contract for your records. We will be contacting you to 1 discuss the implementation plan and our next steps. On behalf of the entire Complus staff, we are looking forward to a long and successful relationship with the City of Cape Canaveral. 5 i Sincerely, _ Bill Geraghty Vice President - Business Development 4 1 i i 1 1 1 1 i 1 s t 1 i i i 1 i 1 1 560 WHITE PLAINS ROAD • TARRYTOWN, NY 10591 • 914 747 -1200 • FAX 914 747 -1798 I