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HomeMy WebLinkAbout309950 T2 SYSTEMS INC - CONTRACT - RFP - P917 PARKING TICKETING MANAGEMENT SYSTEM (3)n T2 Systems, Inc. Retrieval of Vehicle Registrations (RoVR) Agreement This License Agreement (this "Agreement") is made effective as of January 21, 2004 between T2 Systems, Inc. of 835 Woodland Drive, Suite 250, Indianapolis, Indiana 46278 and City of Fort Collins of 210 East Olive Street, Fort Collins, Colorado, 80524. In the Agreement, the party who is granting the right to use the licensed property will be referred to as "72 Systems" (the licensor) and the party who is receiving the right to use the licensed property will be referred to as "City of Fort Collins" (the licensee). The parties agree as follows: 1. USE OF APPLICATION. T2 Systems owns the application known as Retrieval of Vehicle Registration ("RoVR"). In accordance with this Agreement, T2 Systems grants City of Fort Collins authorization to use RoVR. T2 Systems retains title and ownership of RoVR. City of Fort Collins will use the product on a month -to -month basis. 2. PAYMENT. City of Fort Collins will pay to T2 Systems a monthly subscription that shall be calculated as the greater of ninety-five dollars ($95.00) per month or one dollar and fifty cents ($1.50) per vehicle registration obtained by City of Fort Collins. Upon execution of this Agreement, T2 Systems will grant a credit for an amount equal to fifty (50) vehicle registrations obtained by City of Fort Collins through the use of the RoVR service. With each monthly payment, T2 Systems will submit to City of Fort Collins a written invoice and report that sets forth the vehicle registrations successfully obtained on behalf of City of Fort Collins during the given invoice period. 3. DEFAULTS. If City of Fort Collins fails to abide by the obligations of this Agreement, including the obligation to make a monthly payment when due, T2 Systems shall have the option to cancel this Agreement by providing written notice to City of Fort Collins. City of Fort Collins shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default provided that such corrective action is taken within ten (10) days and if there are no other defaults during such time period. 4. DOCUMENTATION. Certain States require that City of Fort Collins execute a signed application for access to vehicle registration information. T2 Systems will assist City of Fort Collins with the application process, however, T2 Systems shall not be held accountable for any denial of access to vehicle registration information by any State or Governmental authority. 5. EXCLUSIVE USE. City of Fort Collins agrees that information made available through T2 Systems' RoVR service will be used in compliance with the Federal Driver's Privacy Protection Act and other applicable laws governing the dissemination of public information. Such information will be used exclusively in the ordinary conduct of City of Fort Collins's business functions and data provided through the RoVR service will not be resold in any manner. 6. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.$U CrH AA IBZV? Vr wit, ASE44-r4,p 7. WARRANTIES. In no event will T2 Systems be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the RoVR application 8. TRANSFER OF RIGHTS. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained. 9. TERM. The term of this Agreement shall be for a period of one (1) month from the date of this Agreement unless there is a DEFAULT as referred to in paragraph 3 above. Reasonable reconnect fees and a minimum term period may be imposed by T2 Systems. in the event that City of Fort Collins terminates this agreement and subsequently wishes to resubscribe to T2 Systems' RoVR service or if there is a DEFAULT as referred to in paragraph 3. 10. RENEWAL. This Agreement will automatically renew for an additional TERM unless T2 Systems or Subscriber exercise its right of TERMINATION. 11. TERMINATION. Either party may terminate this Agreement by providing thirty (30) days written notice to the other party following the initial tenn for which the Agreement is in place. In the event that City of Fort Collins exercises its right to terminate this agreement, City of Fort Collins agrees to pay T2 Systems for any registered owner information requested prior to the effective date of TERMINATION and registered owner information returned after the effective date of TERMINATION. 12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 13. AMENDMENT. This Agreement may be modified or amended only if the amendment is made in writing and is signed by both parties. 14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State f Via, Cc,(ors�lo -l0e cuw,.o* 6e govevweo� I jaws �� I Licensor: T2 Systems, Inc. (Punt Name( Licensee: City of Fort Collins By: a o$gna eir s leu. m1 Namej �arki00k &ervtces Ma"e,- (Title) �- i o- oy (Date) i ecv&2 o.c Pv�S�t. 24 b 0( oq