HomeMy WebLinkAboutItem 15 Approval of Foreclosure Registration Services Agreement
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
STAFF REPORT
Meeting Date: October 17, 2023
Item #: 15
Contact Name: Doug Gaines Department Director: Doug Gaines
Contact Number: Ext. 1503 City Manager: Robert Frank
Subject: Approval of Foreclosure Registration Services Agreement. (Support Services
Director Gaines)
Background Summary:
The City of Ocoee established an abandoned residential property program as a mechanism to protect
residential neighborhoods from becoming blighted through the lack of adequate maintenance and security of
abandoned properties. The Vacant Property Ordinance established a registration requirement for abandoned
properties or properties in the process of foreclosure. This registry has provided a data base for police, fire
and code enforcement personnel to utilize immediately to deter continued neglect of these properties and the
negative effects they have on the community. ProChamps, our previous vendor, went out of business.
MuniReg LLC would administer this registry for the City of Ocoee to include: records administration, providing
internet website registration, fee payment, and fee collection, monthly financial and registration reporting, data
tracking and status updates. The Support Services Department is requesting permission to execute a new
services agreement with MuniReg LLC.
Issue:
Should the Honorable Mayor and City Commissioners approve the services agreement to procure the services
of MuniReg LLC for foreclosure registration and execute a contract in exchange for a percentage of the fees
collected?
Recommendations:
Staff respectfully recommends that the Honorable Mayor and City Commissioners allow administration of the
abandoned residential property program by executing the services agreement with MuniReg LLC. The
administration of the registry will include records administration, internet website registration, fee payment and
collection, monthly financial and registration reporting, data tracking, and status updates.
Attachments:
1. Signature Page for Under $50,000
2. Services Agreement
Financial Impacts:
As with the previous vendor, MuniReg shall retain $100.00 of each collected registration fee of $200.00.
MuniReg shall forward payment of the city's portion of the registration fee to the Finance Department in
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City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
quarterly payments during the term of this agreement. When the previous vendor left, the city's revenue from
this program was $13,000 for the year.
Type of Item: Consent
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CITY OF OCOEE SIGNATURE PAGE
FOR COMMODITIES/SERVICES (UNDER $50,000)
FOR ___________(service provided)
WITH _________________(company name)
REVIEWED:
CITY OF OCOEE, FLORIDA
__________________________
Robert Frank, City Manager
APPROVED:
ATTEST:
________________________________ __________________________
Melanie Sibbitt, City Clerk Rusty Johnson, Mayor
DATE: _______________________
(SEAL)
Pursuant to City of Ocoee Ordinance No. 2017-021, Section 21.7.
Purchase Order No. _____________ or
City Purchasing Card _____ _________________
Department Name
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SERVICES AGREEMENT
This SERVICES AGREEMENT (this “Agreement”) is made as of the ____ day of
__________, 202__ (the “Effective Date”), by and between the CITY OF OCOEE, FLORIDA
(the “Client”), and MUNIREG LLC, an Ohio limited liability company (“MuniReg”).
RECITALS
A.Client is a municipal [corporation].
B.Vacant and/or abandoned properties located within the Client’s jurisdiction (each, a
“Property,” and collectively, the “Properties”), increasingly are in violation of the Client’s laws,
regulations, codes, and ordinances (collectively, the “Codes”), pertaining to the care of lawns and
exterior maintenance.
C.These Properties are significant health and welfare issues, and are a significant
contributing factor to neighborhood blight within the Client’s jurisdiction.
D.To address these issues related to the maintenance of vacant and/or abandoned Properties;
Ordinance No. ___164___ titled “MUNIREG” (“Resolution”) was adopted by the Client on the
_17th__ day of __October_____, 202_3_.
E.Pursuant to the authority granted under the Resolution, the Client desires to enter into this
Agreement with MuniReg in order to provide certain Services (defined below) authorized pursuant
to the Resolution and to register vacant and/or abandoned properties (each, a “Registration”),
thereby allowing the Client to efficiently and proactively enforce compliance with the Codes; and
F.As part of the Services, MuniReg will provide a no-cost electronic Registration process
for the Client with respect to the Properties, and will collect on behalf of Client any fees associated
with such registrations (the “Registration Fees”).
NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. Engagement and Services.
During the Term (defined below) of this Agreement, MuniReg will provide certain
services with respect to Registration of the Properties, as listed on the attached Exhibit A (the
“Services”). The Client acknowledges and agrees that MuniReg may staff the Services as it sees
fit. MuniReg has the right to subcontract the performance of any and all Services, in whole or in
part, under this Agreement, provided such subcontracting shall not relieve MuniReg of its
obligations hereunder.
2.Term and Termination.
(a)Term. The term of this Agreement shall begin on the Effective Date and
continue for twenty-four (24) months (the “Initial Term”), and thereafter for an indefinite
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number of successive one (1) year renewal terms (each, a “Renewal Term,” and together
with the Initial Term, the “Term”), until terminated pursuant to Section 2(b).
(b)Termination. Either party may terminate this Agreement, effective
immediately upon written notice to the other party, upon a material breach of this
Agreement by the other party. Further, to the extent permitted by law, Client may
terminate this Agreement, effective immediately upon written notice to MuniReg, in the
event of: (i) an assignment for the benefit of creditors by MuniReg or the voluntary
appointment (at the request of MuniReg or with the consent of MuniReg) of a receiver,
custodian, liquidator or trust in bankruptcy of MuniReg’s property or the filing by
MuniReg of a petition in bankruptcy or other similar proceeding under any law for relief
of debtors; (ii) the filing against MuniReg of a petition in bankruptcy or other similar
proceeding under any law for relief of debtors, or the involuntary appointment of a
receiver, custodian, liquidator or trustee in bankruptcy of MuniReg’s property, where such
petition or appointment is not vacated or discharged within sixty (60) days after the filing
or making thereof; or (iii) MuniReg liquidates, dissolves, or otherwise ceases business
operations. This Agreement may also be terminated by either party with or without cause,
immediately upon thirty (30) days’ prior written notice to either party. Finally,
this Agreement will automatically terminate in the event that MuniReg’s authority to
perform the Services under the Ordinance is withdrawn or is adversely modified in any
material respect.
(c)Effect of Termination. Upon termination of this Agreement, MuniReg will
cease performance of all Services, and all further licenses and rights of the parties will
cease, except that MuniReg will be entitled to any compensation or other amounts earned
with respect to Services provided through the effective date of termination. Further, and
notwithstanding any termination of this Agreement, the provisions of Sections 3 (to the
extent payments remain due), 4, 5, 6, 7, 8, 9, 10 and 11 shall survive such termination and
remain in effect, as well as any provision that ought reasonably be construed to survive
such termination. Upon termination of this Agreement: (i) each party shall promptly (and
within no more than ten (10) days) return to the other or destroy all data, materials, and
other property of the other party then held by it (including all copies thereof, provided that
MuniReg may keep a copy for its records); and (ii) MuniReg shall promptly (and within
no more than ten (10) days) remit to the Client the portion of Registration Fees owed to
the Client under the terms of Exhibit A (less any fees or other amounts payable to MuniReg
under the terms of Exhibit A). In addition, for a period of six (6) months following the
termination of this Agreement, MuniReg shall respond to the reasonable inquiries of any
successor company providing similar Services to the Client, and allow any successor
companies to receive information in digital or hard copy format (in whichever format
MuniReg so chooses) relating to matters of continuing significance regarding the Services.
3. Compensation.
(a)Payment for Services; Expenses. As compensation for the Services,
MuniReg shall retain the amount per each collected Registration Fee as set forth in the
attached Exhibit A. Except as specifically provided on Exhibit A, the Services will be
provided by MuniReg at its sole cost and expense.
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(b)Taxes. The charges specified on the attached Exhibit A shall be deemed not
to have included taxes. Client shall thus also be responsible for all sales, use, property,
value added or similar taxes, if any. Taxes related to income based on the Services
provided, as well as taxes based upon MuniReg’s net income, are excluded. If MuniReg
is required to pay any such taxes, the taxes shall be billed to the Client and the Client agrees
to pay to MuniReg (within thirty (30) days) the full amount of such taxes and any interest
or penalties incurred due to late payment or nonpayment of such taxes by Client.
4.Independent Contractor Status.
MuniReg shall at all times be a consultant and independent contractor when acting and
providing Services under this Agreement. No provision of this Agreement shall be interpreted to
conflict with the intent of the parties that each party’s legal status with respect to this Agreement
and the Services being provided hereunder shall at all times be that of an independent contractor,
and not as employer, employee, partner, or joint venturer of the other party. MuniReg shall have
no right to enter into any contracts or commitments in the name of, or on behalf of, Client, or to
bind Client in any respect. In connection with any payments made to MuniReg hereunder, Client
will not: (i) withhold or pay any FICA or other federal, state or local income taxes or other taxes;
or (ii) comply with or contribute to state worker’ s compensation, unemployment or other funds
or programs. MuniReg will not have the right to participate in any employee benefit or insurance
plan or any other plan or other fringe benefit which is maintained, established or provided by
Client for its employees.
5.Representations and Warranties.
(a)MuniReg Warranties. MuniReg represents and warrants that: (i) the
Services shall be provided by staff possessing the required skills and experience and that
the Services shall be performed in a professional and workmanlike manner; (ii) in
providing the Services and otherwise performing under this Agreement, MuniReg shall
observe and comply with the Codes, the Ordinance, all other applicable laws, regulations,
codes, and ordinances; and (iii) in providing the Services and otherwise performing under
this Agreement, MuniReg shall not discriminate against any firm, employee or applicant
for employment or any other firm or individual in providing services because of sex, age,
race, color, religion, ancestry or national origin. THE FOREGOING WARRANTIES ARE
THE ONLY WARRANTIES MUNIREG HAS GIVEN TO CLIENT WITH RESPECT
TO THE SERVICES. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
NONINFRINGEMENT. EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL
SERVICES ARE BEING PROVIDED TO CLIENT ON AN “AS IS” BASIS.
(b)Client Warranties. Client represents and warrants that: (i) it has the power
and authority to pass the Resolution authorizing MuniReg to perform the Services and to
enter into this Agreement; (ii) the execution of this Agreement by the person representing
Client is sufficient to render the Agreement binding; and (iii) neither Client’s performance
hereunder nor the exercise by MuniReg of any rights granted to it hereunder will violate
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any applicable laws or regulations, or the terms of any other agreement to which Client is
a party.
6.Indemnification.
(a)Indemnification by MuniReg. MuniReg will defend, indemnify and hold
harmless the Client and its officers, directors, trustees, elected and appointed officials,
managers, principals, agents, and affiliates, and their respective successors and
assignsfrom and against any losses, claims, lawsuits, proceedings, amounts, costs,
expenses, or other damages (including without limitation, reasonable attorneys’ fees)
(collectively, “Damages”), arising from or relating to: (i) MuniReg’s breach of any term,
condition, representation, warranty, or covenant hereunder; (ii) all suits, actions, or
proceedings in which Client is made defendant for actual infringement or any U.S. or
foreign patents, trademarks or copyrights or for actual violation of the unfair competition
laws or any claim arising thereunder resulting from the use or sale of the Services, either
alone or in combination with other materials; or (iii) any material defect or non-conformity
in the Services delivered or furnished hereunder.
(b)Indemnification by Client. Client will defend, indemnify and hold harmless
MuniReg and its officers, managers, principals, agents, and affiliates, and their respective
successors and assigns from and against any Damages arising from or relating to: (i) the
negligence, willful misconduct, or willful and material misrepresentation of the Client or
any of its employees, agents, personnel or representatives; (ii) a material breach of Client’s
obligations, representations or warranties under this Agreement; (iii) a third party claim
arising from or related to work performed by Client’s prior service provider; or (iv) a third
party claim arising from or related to: (A) the Registration Fees structure, (B) a challenge
to the constitutionality of the Resolution, or (C) any other challenge relating to the
electronic registry; provided, however, that the total aggregate liability of the Client to
provide an indemnification under this Section 6(b) shall in all cases be subject to a total
aggregate limit not to exceed $50,000.00.
(c)Indemnification Procedure. The foregoing indemnity is contingent upon the
indemnifying party receiving prompt written notification by the party seeking
indemnification of such claim. The indemnifying party shall have sole control of the
defense with respect to any such claim (including settlement of such claim), unless
MuniReg requires that it be notified of a proposed settlement and have the opportunity to
provide prior written consent.
7.Client Obligations.
(a)In accessing or utilizing the Services, the Client agrees to abide (and to
cause its employees, agents, and other representatives and personnel to abide) by the
Ordinance, the Codes, and all other applicable local, state, and national laws, treaties,
regulations, codes, and ordinances.
(b)Prior to commencement of the Services, Client will provide a digital file, in
a format agreeable to MuniReg (in the case where the Client has an existing registration
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program for which existing registration data is available), containing addresses and
existing registration data for all of the Properties subject to the Ordinance, as well as a
digital file, in a format agreeable to MuniReg of every parcel in the Client’s jurisdiction,
along with any other available data that is advisable or necessary for MuniReg to provide
the Services and that is agreed upon by the parties prior to commencement of the Services.
8.Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR
TO ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDNG BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST
BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER
CAUSED, EVEN IF THE PARTY IS ADVISED OF POSSIBILITY THAT SUCH DAMAGES
MIGHT ARISE. MUNIREG’S LIABILITY SHALL IN ALL CASES BE LIMITED TO THE
FEES ACTUALLY RECEIVED BY MUNIREG FOR SERVICES PERFORMED DURING
THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT WHICH
GAVE RISE TO THE CLAIM FOR LIABILITY. NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, THE LIMITATIONS CONTAINED HEREIN
WILL NOT APPLY TO: (I) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR FRAUD; (II) A BREACH OF SECTION 9 (INTELLECTUAL PROPERTY), SECTION 10
(CONFIDENTIALITY) OR SECTION 12 (NON-SOLICITATION). Any claim by Client arising
from, or relating to, this Agreement or the Services must be brought within one (1) year from the
date such claim arose.
9.Intellectual Property.
(a) Generally. Title to and ownership of the software, system, algorithms,
know-how, trade secrets, and/or technology used by MuniReg to provide the Services
contemplated hereunder, and all related intellectual property rights, rights to patents,
copyrights, trademarks and trade secrets, and rights to any and all ideas, designs, concepts,
techniques, discoveries, inventions, enhancements, improvements, products, computer
programs, procedures, specifications, data, memoranda, and other materials, whether or
not patentable, related to the foregoing (collectively, the “Intellectual Property Rights”)
shall remain with and shall be the property of MuniReg and/or the owner of third party
content or software which is incorporated into or provided with the Intellectual Property
Rights, as the case may be. Nothing herein shall be construed as a transfer, assignment, or
license of any Intellectual Property Rights of MuniReg, or any of its principals or affiliates,
to Client, or any its principals, agents, employees, representatives, or affiliates (including
by estoppel), except as specifically provided in Section 9(b) below. For clarification,
Intellectual Property Rights belonging to MuniReg will also include any suggestions,
ideas, enhancement requests, feedback, recommendations or other information that the
Client or its principals, agents, affiliates, employees, representatives, or affiliates may
provide relating to the features, functionality or operation of the Services.
(b)License to Client. Notwithstanding Section 9(a), but subject in all cases to
Client’s payment of all fees or other amounts owed to MuniReg hereunder, MuniReg
hereby grants to Client a revocable royalty-free, non-exclusive, transferable right and
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license to access and use the Intellectual Property Rights of MuniReg, solely to the extent
necessary for Client to access and use the Services in the manner contemplated hereunder.
10. Confidentiality.
(a)Generally. Subject to a Freedom of Information Act (“FOIA”) request,
during the Term of this Agreement and beyond, each party (for purposes of this Section
10, the “Receiving Party”) will maintain in strict confidence and will not, directly or
indirectly, divulge, transmit, publish, release, or otherwise use or cause to be used in any
manner to compete with or contrary to the interests of the other party (for purposes of this
Section 10, the “Disclosing Party”), any confidential information relating to such
Disclosing Party’s business, including but not limited to trade secrets, information, data,
know how or knowledge, financial information, sales and distribution information, price
lists, the identity and lists of actual and potential customers, technical information,
information or knowledge relating to customers, products, suppliers, sources of supply,
business methods and techniques, market development programs, revenues, costs,
management practices, contracts, documents, designs, computer programs, software
designs, processes, plans or employees, and other information of like nature (collectively,
the “Confidential Information”). Each party, as Receiving Party, acknowledges that all
Confidential Information regarding the Disclosing Party that has been compiled or
obtained by, or furnished to such Receiving Party, in connection with or under this
Agreement, is and shall remain the exclusive property of the Disclosing Party.
(b)Exceptions. Notwithstanding the foregoing, the following shall not be
considered Confidential Information subject to the provisions hereof: (i) any information
that is publicly available; (ii) information disclosed to the Receiving Party by a third party
not known by such Receiving Party to be in breach of any agreement with the Disclosing
Party; and (iii) information that is independently derived by the Receiving Party or others
from sources not bound by an obligation of confidentiality to the Disclosing Party. The
parties acknowledge, understand, and agree that Confidential Information may also be
released or disclosed in response to FOIA or public records requests, including as further
described below.
(c)Use and Disclosure Restrictions. Each party, as a Receiving Party, shall:
(i) refrain from using Confidential Information of the Disclosing Party, except in
furtherance of such Receiving Party’s performance under the terms and conditions of this
Agreement; (ii) use the same level of care, but in any event will not use less than
commercially reasonable care, to prevent disclosure of the Confidential Information of the
Disclosing Party that it uses with its own information of similar sensitivity and importance;
(iii) not to disclose Confidential Information of the Disclosing Party to others (except to
its employees, agents or consultants who have a need to know same in connection with the
Receiving Party’s performance under this Agreement, and who are bound by an obligation
of confidentiality no less strict than the obligations set forth in this Section 10) without the
express prior written permission of the Disclosing Party (which may be withheld by the
Disclosing Party in its sole discretion); provided that the Receiving Party shall be liable
and responsible for any breach of this Agreement by such individuals; (iv) mark any
duplication or reproduction, in whole or in part, of the Confidential Information of the
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Disclosing Party with a notice stating that same is the Confidential Information; and (v)
not use any Confidential Information of the Disclosing Party to reverse engineer or design
around the Disclosing Party’s services, products, or technology.
(d) Compelled Disclosure. Notwithstanding the foregoing, a Receiving Party
may disclose Confidential Information of the Disclosing Party: (i) pursuant to the
requirement of a court, administrative agency, or other governmental body, provided that,
prior to such required disclosure, such Receiving Party shall give the Disclosing Party
reasonable advance notice of any such disclosure and shall cooperate with the Disclosing
Party in protecting against any such disclosure and/or obtaining a protective order
narrowing the scope of such disclosure and/or use of the Confidential Information; (ii) on
a confidential basis to legal, tax, financial or other professional advisors; or (iii) in response
to FOIA or public records requests, including as further described below. Notwithstanding
anything herein, a Receiving Party shall not allow any individual who is an employee or
agent of a direct competitor of the Disclosing Party to have access to any Confidential
Information of the Disclosing Party.
(e) Client Information. All information collected by MuniReg from registering
parties in connection with the Registration of a Property pursuant to this Agreement (the
“Client Information”) shall, as between the parties, be the property of the Client, and shall
be provided by MuniReg to Client upon request. The Client acknowledges, understands,
and agrees that MuniReg has a right to keep, maintain, and use the Client Information for
the purposes contemplated hereunder. MuniReg shall also be permitted to retain copies of
Client Information, including reproducible copies of drawings and specifications, for
information, reference, and internal use in connection with MuniReg’s endeavors. The
parties acknowledge, understand, and agree that Client Information may be subject to
FOIA or public records requests, as required by law. To the extent permitted under
applicable law, all FOIA or public records requests received by MuniReg with respect to
the Client Information will be responded to by, and at the discretion of, the Client.
(f) Audit and Inspection Rights. MuniReg shall preserve and make available,
for examination and audit by the Client, all Client Information, financial records,
supporting documents, statistical records, and any other documents in the possession of
MuniReg pertinent to this Agreement, during the Term and for a minimum period of three
(3) years after expiration or termination of this Agreement (the “Retention Period”). No
more often than once annually during the Retention Period, the Client shall have the right
to audit and inspect the Records, solely as necessary for the Client to confirm compliance
with this Agreement and the accuracy of the Registration Fees and all other amounts
payable hereunder. Any such audit and inspection shall be conducted during normal
business hours and upon reasonable advance notice to MuniReg of at least thirty (30) days,
and shall be conducted in a manner so as to not unreasonably interfere with the business
and operations of MuniReg. Any such audit and inspection shall be at the Client’s expense,
unless such audit or inspection reveals that MuniReg has underpaid Registration Fees
payable to the Client by more than $1,000 during the audited period, in which case
MuniReg shall pay or reimburse the Client for the reasonable costs and expenses of the
audit and inspection. Under no circumstances will the scope of any such audit or inspection
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cover MuniReg’s underlying financial records, or to any documents or information relating
to any other customer relationship of MuniReg.
11. Insurance.
Throughout the Term of this Agreement, MuniReg shall maintain the following policies
of insurance: (i) workers’ compensation insurance coverage in conformance with the statutory
requirements of the jurisdiction where any Services are to be performed or where Client’s
employees are located; and (ii) errors and omissions insurance and comprehensive liability
insurance, with coverages and deductibles that are normal and customary taking into account
MuniReg’s business activities and the nature of the Services provided hereunder. MuniReg further
covenants and agrees: (i) to keep all insurance policies in effect until after final delivery and
performance of the Services or the expiration of the applicable statute of limitations for tort actions
or defect claims relating to such Services, whichever is later; (ii) provide written notice to Client
of at least thirty (30) days prior to any cancellation, material alteration or expiration of such
policies; (iii) to name Client as an additional insured under the terms of such policies; (iv) to
endorse such insurance policies to provide that such insurance shall be primary and
noncontributing as respects to any and all insurance maintained by Client, and to provide that
MuniReg and MuniReg’s insurers agree to release and waive all rights of subrogation against
Client; and (v) the terms of coverage shall be evidenced by certificates of insurance reflecting the
required insurance coverages which shall be freely available to Client upon request. The insurance
required by this Section 11 shall be maintained with reputable insurance companies duly licensed
to conduct business in the state where the Services are being performed.
12. Non-Solicitation.
Each party agrees that, during the Term of this Agreement, and for a period of one (1) year
thereafter, such party shall not, directly or indirectly (including through any employer or affiliated
entity): (i) solicit, interfere with, or induce, or attempt to solicit or induce, any employee,
contractor, consultant, customer, client, or vendor of the other party or its affiliates to leave such
other party or an affiliate for any reason whatsoever; or (ii) hire or engage any employee,
contractor, or consultant of such other party or any affiliate; provided, however, that nothing in
this Section 12 will prevent or restrict a party from hiring or engaging an employee, contractor, or
consultant through a general newspaper ad or other general solicitation that is not targeted toward
an particular individual or group or individuals.
13. Miscellaneous.
(a) Captions and Section Numbers. The section or paragraph titles or captions
contained in this Agreement are for convenience only and shall not be deemed to be a part
of the context of this Agreement.
(b) Entire Agreement. This Agreement, together with its Exhibits, contains the
entire understanding between the parties hereto and supersedes any prior understandings
and/or written or oral agreements between them respecting all subject matters contained
within this Agreement. There are no representations, agreements, arrangements or
undertakings, oral or written, between and among the parties hereto relating to the subject
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matter of this Agreement which are not fully expressed herein or in the Exhibits attached
hereto.
(c) Partial Invalidity. In the event that any provision of this Agreement may be
held to be invalid the same shall not affect in any respect whatsoever the validity of the
remainder of this Agreement.
(d) Waiver. A waiver by a party of its rights or of the performance by any other
party of any of its obligations under this Agreement shall be without prejudice to such
parties other rights under this Agreement and shall not constitute a waiver of any other of
such rights or of the performance by the other party of any other of its or their obligations
under this Agreement.
(e) Amendments. This Agreement may be amended or altered but such
amendment or alteration shall only be effective when reduced in writing and signed by
authorized representatives, heirs, and/or executors, as applicable, of all of the parties
hereto.
(f) Counterparts. This Agreement may be executed into any number of
counterparts, each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. Facsimile and electronically scanned signatures
shall be deemed the same as originals and shall be legally binding.
(g) Applicable Law; Venue. This Agreement and the performance of the
Services or any of the obligations imposed by this Agreement will be governed by, and
construed in accordance with, the laws of the State of Ohio, without giving effect to any
choice or conflict of law provision or rule that would cause the application of the laws of
any jurisdiction other than the State of Ohio. Any legal action arising out of or relating to
this Agreement, the Services, or the transactions contemplated by this Agreement will be
brought in the state or federal courts located in Cuyahoga County and each party hereto
consents to the exclusive personal jurisdiction of such courts. Each party agrees that a final
judgment in any action or proceeding so brought will be conclusive and may be enforced
by suit on the judgment or in any other manner provided by law or at equity.
(h) Notice. Any notice, offer, demand, request, consent, approval or other
instrument which may or is required to be given or made under this Agreement shall be
given or be made in writing and shall be served personally, or transmitted by e-mail or
facsimile transmission, or mailed by prepaid registered post and shall be addressed:
To the Client:
_______________________________
_______________________________
_______________________________
Email: _________________________
Attention: ______________________
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To MuniReg:
MuniRegLLC
27900 Chagrin Blvd.
Ste. 225
Woodmere, OH 44122
E-mail: mhalpem@munireg.com
Attention: Michael Halpern, President
or to such other address as any of them may from time to time advise the others by notice
given in the manner provided for in this Section 13(h).
A notice delivered by regular or certified U.S. Mail will be deemed to have been
delivered on the third business day after the postmark, if affixed by the U.S. Postal Service.
Any other notice will be deemed to have been received on the date and time of the signed
receipt or confirmation of delivery or transmission thereof, unless that receipt or
confirmation date and time is not a business day or is after 5:00 p.m. local time on a
business day, in which case such notice will be deemed to have been received on the next
succeeding business day.
(i) Successors and Assigns. All of the terms of this Agreement shall be binding
upon the respective successors and assigns of the parties hereto and shall inure to the
benefit of and be enforceable by the parties hereto and their respective successors and
assigns. Except as provided in Section 1above, MuniReg’s duties to perform Services are
expressly agreed to be personal and not to be assignable or transferable; provided;
however, that MuniReg will be permitted to transfer or assign its rights and duties
hereunder in connection with a sale or transfer of all or substantially all of its assets, equity
securities, or business (by merger, reorganization, change of control, or otherwise).
(j) Force Majeure. In the event that either party is unable to perform any of its
obligations under this Agreement, or to enjoy any of its benefits because of (or if loss of
the Services is caused by) natural disaster, actions or decrees of governmental bodies or
agencies, war, civil disturbances, terrorism or communication line failure, epidemic or
pandemic, or other cause not the fault of the affected party (each, a “Force Majeure
Event”), the party who has been so affected shall immediately give notice to the other party
and shall do everything possible to resume performance. Upon receipt of such notice, all
obligations under this Agreement shall be immediately suspended. If the period of
nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure
Event, the party whose ability has not been so affected, may, by giving written notice,
terminate this Agreement, or cancel, without cancellation charge, any unfilled commitment
to purchase or provide Services.
(k) Export Compliance. This Agreement is expressly made subject to any laws,
regulations, orders or other restrictions on the export from the United States of America of
the Services or any other technical information, software, or information about such
software, which may be imposed from time to time by the government of the United States.
Notwithstanding anything contained in this Agreement to the contrary, Client shall not
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export, re-export, use, or store, directly or indirectly, any Services at any location or in any
market outside of the United States.
(l) No Exclusivity. This Agreement shall not require either of the parties to
purchase, order, or provide Services (or any similar services) to the other on an exclusive
basis. This Agreement shall not limit the parties from exploiting additional opportunities
for MuniReg to provide additional Services, which upon agreement, will require either: (i)
an independent and separate agreement; or (ii) a formal written amendment to this
Agreement and the attached Exhibit.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Services Agreement as of the
Effective Date first above written.
“Client”
____________________________________
By:
Print Name:
Title:
“Contractor”
MUNIREG LLC
By:
Michael Halpern
President
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Exhibit A-1
EXHIBIT A
Services
1. MuniReg will proactively identify Properties and associated parties that are
required to register pursuant to the Ordinance, and instruct them regarding the compliance
requirements and generally assist them in complying with the Registration requirements.
2. MuniReg will electronically provide for registration of required properties pursuant
to the Ordinance.
3. MuniReg will pay for all expenses related to registration of required Properties.
4. MuniReg will electronically provide Client with access to all available information
regarding the registered Properties, as related to the Services. MuniReg will collaborate with the
Client to establish a process for proactive reporting of said information.
5. MuniReg will charge a Registration Fee as directed by the Client to each registrant
for each Property pursuant to the Ordinance.
6. MuniReg shall retain $100 of each collected Registration/Renewal Fee and remit
the balance to the Client in consideration of the Services provided. MuniReg shall forward
payment of the Client’s portion of the Registration Fee to the applicable Client department (as
directed by the Client in writing) in quarterly payments during the Term of this Agreement.
7. If there is any charge, subscription, or fee required to be paid by MuniReg for
public/official record data acquisition that is necessary to the performance of the Services,
MuniReg will deduct from remittance of Registration Fee the actual costs as reimbursement of
said charges, subscriptions, or fees.
8. During the Term, MuniReg will provide a website for the Registration of each
required property pursuant to the Ordinance in order to enable compliance. The website
www.MuniReg.com will direct Registrants to the registration portal. MuniReg will meet all
commercially reasonable IT security and anti-viral requirements of Client with respect to the
website.
9. MuniReg shall not have any responsibility or obligation to attempt to collect
outstanding receivables owed to Client from a prior service provider who performed similar
services.
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