AGREEMENT
BETWEEN
Xxxxxx Systems International, Inc.
0000 X. Xxxxxx #000
Xxxxxx, Xxxxxxxx 00000
and
City of Cicero, Illinois
This Agreement made and entered into this 13th day of February,
1996, by and between the City of Cicero, Illinois, hereinafter
referred to as the "City" and Xxxxxx Systems International, Inc.,
hereinafter referred to as the "Company".
WITNESSETH
WHEREAS, the volume of parking violations now being issued
and handled by the City has reached a level that an automated
system for the issuance and processing of parking citations may
be cost effective; and
WHEREAS, the Company is in the business of providing a
computerized parking control and enforcement systems that may
prove to be effective and compliment the City's parking
operations; and
WHEREAS, the City desires to engage the Company for
management of it's on-street parking operations; and
WHEREAS, the Company has evidenced a willingness provide its
management services, personnel, hardware, software, vehicles and
other essential components to the City for a comprehensive on-
street parking system.
NOW, THEREFORE, in consideration of mutual covenants,
promises and agreements herein set forth, it is agreed as
follows:
HARDWARE AND ESSENTIAL EQUIPMENT
The Company will provide all ticket issuance devices, computers,
LAN's, point of sale equipment, security devices, essential
vehicles and other necessary equipment to complement that
equipment already provided by the City to enable the on-street
parking program to perform at its optimum level.
SUPPLIES
The Company will provide expendable supplies including tickets,
envelopes, stationary and batteries.
EQUIPMENT MAINTENANCE
The Company unconditionally warrants all equipment that it
provides.
The City shall maintain all equipment that it provides.
PERSONNEL
Refer to the Proposal Document attached hereto and labeled
Addendum A for personnel provided by City and personnel provided
by Xxxxxx and benefits to be provided under each.
SOFTWARE
The Company will produce all custom programming and procedures
for both the office computers and data entry terminals to reflect
the City's requirements. Company personnel will devote such
time as is necessary to familiarize themselves with the City's
protocol for citation generation and the general geography and
logistics of the City.
The Company will provide ticket management software including
ticket management reports, complaint generation, notices, permit
information management, as well as other reports as required.
The Company will provide software for cashiering, collection and
adjudication programs.
TRAINING
The Company will provide training of all personnel who will be
working with the system.
MANAGEMENT
The Company shall provide on-site management for the term of the
contract and any renewal period thereof.
OFFICE SPACE
The City will provide office space to the extent that it has
currently allocated sufficient office space for its current on-
street parking program.
PAYMENT
Xxxxxx agrees to pay the City five hundred fifty thousand dollars
($550,000) for each contract year. Payment shall be made at the
beginning of each fiscal year, with the exception of the first
year where fifty thousand dollars ($50,000) will be paid when
contract is signed, and the remaining five hundred thousand
dollars ($500,000) shall be paid at the time the system has been
installed and operations have commenced.
NON-DISCRIMINATION CLAUSE
The Company agrees not to discriminate against any employee or
applicant for employment because of age, race, creed, color, sex,
national origin or ancestry. The Company shall take affirmative
action to insure that employees are treated without regard to
their age, race, creed, color, national origin, sex or ancestry.
Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, of pay or other
forms of compensation and selection for training, including
apprenticeship.
In the event of the Company's non-compliance with this non-
discrimination clause, the contract may be canceled or
terminated by the City. The Company may be declared by the City
ineligible for further contracts with the City until satisfactory
proof of intent to comply shall be made by the Company.
The Company agrees to include this non-discrimination clause in
any subcontracts connected with the performance of this
agreement.
NOTICE
Any written notice provided for hereto shall be deemed
properly mailed and delivered when the same is deposited in the
United States mail, postage prepaid and properly addressed to the
party to whom such notice is directed. Proper address of the two
parties shall be as follows:
The City: City of Cicero
Company: Xxxxxx Systems International, Inc.
0000 X. Xxxxxx #000
Xxxxxx, XX 00000
PROPERTY TAX, SALES TAX, USE TAX, EXCISE TAX, OTHER SPECIAL
LICENSES
Any property tax due on the hardware placed on City premises for
use by the City shall be the responsibility of the City in such
event that the City does not have tax exempt status. Should the
City fall under tax exempt status provisions, such hardware shall
fall under such provisions.
Any applicable sales tax, use tax, excise tax or other special
taxes or licensing requirements shall be paid directly by the
City to the proper taxing agency. The Company shall not be
required to collect, file and transmit such taxes on behalf of
the City.
OWNERSHIP
Ownership of all hardware, software, vehicles and other material
items provided by the City shall be and remain the property of
the City. At the expiration of the contract term, all equipment
titled to the City shall remain with the City.
All hardware, software and source code shall and other equipment
provided by Xxxxxx shall be and remain at all times the exclusive
property of Xxxxxx Systems International, Inc. At the expiration
of the contract term, all equipment shall be returned to the
Company.
CITY PROVIDED RESPONSIBILITIES
Refer to Addendum A attached hereto.
XXXXXX PROVIDED RESPONSIBILITIES
Refer to Addendum A attached hereto
TERM OF AGREEMENT
The term of this Agreement shall be for seven years commencing
the 15th day of February, 1996, and ending on the 14th day of
February, 2002. Thereafter, until a cancellation notice issued
in writing, this contract shall automatically renew from year to
year. Any exceptions to be made shall be duly acknowledged in
writing by the parties and incorporated as an exhibit to the
original contract.
It is hereby agreed, that this Contract shall take effect, and
remain in force and effect, from the date of the execution
hereof, and further this Contract may be terminated at any time,
by either party, upon the giving of thirty (30) days notice, in
writing to the other party. Charges will be prorated for any
portion of a month that equipment is in place should such
cancellation occur.
ATTACHMENTS
Addendum A - Proposal Document
Addendum B - List of City personnel to be provided
Name, Title, job description
Addendum C - List of City Equipment
Value and Depreciation Schedules
Addendum D - List of City Vehicles
Value and Depreciation Schedules
Addendum E - List of Xxxxxx Equipment
ENTIRE AGREEMENT
It is expressly understood and agreed by the parties hereto that
the provisions embodied in this Agreement contain all covenants,
agreements, obligations and stipulations agreed upon by the
parties and upon execution thereof. This Agreement may be
modified or amended at any time by mutual agreement in writing of
the parties.
This Agreement shall be executed in multiple counterparts each of
which shall be deemed an original.
This Agreement shall inure to the benefit of and shall be binding
upon the City, the Company and their respective successors and
assigns, if such assignment has been approved by both parties.
This agreement shall be governed by and construed in accordance
with the laws of the State of Colorado, including its conflict of
laws provisions.
In Witness Whereof, the parties have hereunto set their hands and
seals.
XXXXXX SYSTEMS INTERNATIONAL, INC.
By /s/s Xxxxxxx X. Xxxxxxx
President
SEAL
ATTEST:
/s/ Xxx Xxxxxxx
Secretary
CITY OF CICIERO, ILLINOIS
/s/ Xxxxx Xxxxx-Maltese
SEAL
ATTEST:
/s/Xxxx Xxxx
/s/ Xxxxx Xxxxx-Maltese
SEAL
ATTEST:
/s/Xxxx Xxxx
