HomeMy WebLinkAboutItem #12 Approval for Authorization to Enter into an Agreement with Net Assets, Inc. ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: April 5, 2016
Item # 12.
Reviewed By:
Contact Name: Al Butler, Support Services Department Director: % ,
Contact Number: 407-554-7063 City Manager: ,/ / / -
Subject: Authorization to enter into an agreement with Net Assets, I . (Eugene, OR) to
automate the city's response to requests for outstanding liens, special assessments, utility
balances due, fines, and fees owed to the city.
Background Summary:
The City Clerk's office presently processes what are called "lien searches" through manual
workflows that typically involve sending e-mails to several city departments, compiling the
responses, and sending them to the requestor—a series of actions that, even under the more
expensive "expedited" option takes a few days to complete. The authority for this activity is
found in City Code Section 1-14, Lien Search Fees. The intent is to provide information
regarding outstanding amounts owed to the city for recovery during foreclosures, title transfers,
and other actions with real property. The process takes several days from need to delivery, in
part because it is a paper-driven process that requires prior payment of the service fee.
The City Commission recently expressed a desire for a stronger relationship with a service
provider to enhance the city's capability for cost recovery related to code enforcement and other
common situations tied to real estate. Staff has identified a service provider who can offer
online access to city records and greater customer service than is possible with the city's current
manual methods. This company is Net Assets, Inc., which has a product called Conduits. This
product is a website that is supported by data electronically submitted by the city in a format that
ties outstanding amounts owed to the city to parcels of real property. Mortgage companies,
banks, and title companies will go to the Conduits website through a link from the city's website
(www.ocoee.orq). Customers pay online using a credit card that is handled through the
Conduits website using a processor of our choosing.
Existing Florida customers for this service include Boyton Beach, Miami Beach, Pinellas Park,
Riviera Beach, and West Palm Beach. Of these, Riviera Beach uses the same accounting
software as does the City of Ocoee and its vendor is familiar with the electronic process
required to send financial data to Net Assets for use in providing the Conduits service. Based
on discussions with the accounting system's vendor, American Data Group (ADG), it should be
a relatively simple process to adapt the Riviera Beach approach to Ocoee. The only data
source not accommodated by ADG data transfer mechanism is code enforcement fines and
liens. The city will utilize a separate data transfer mechanism using an Excel spreadsheet for
this function until such time as automation in the tracking of code enforcement cases is
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implemented, which is expected within 12 months. Community Champions, the vacant and
foreclosed property registry company used by the city, is not able to provide the services offered
by Conduits and will not be affected by our agreement with Net Assets, Inc. In addition, the
Conduits service does not replace the need to search the official records of Orange County to
locate lines that have been filed by the city and other parties against real property. This search
was never part of the service offered by the Ocoee City Clerk.
The cost of the Conduits service is $10 per transaction, which is billed at the end of each month.
There is no cost for city staff to conduct searches using Conduits. The only upfront cost for
implementation is likely to be that associated with implementing the ADG data extraction and
transfer mechanism, which is currently forecast to require only 10 hours of ADG's consulting
time. Not only will the adoption of Conduits reduce the labor-intensive process now used to
respond to these requests, the level of customer service will be greatly enhanced through an
almost instantaneous means for people needing the information to get it online.
Issue:
The city needs to acquire an effective means of responding to requests for lien searches.
Recommendations
Staff recommends the City Commission authorize the Mayor to execute an agreement with Net
Assets, Inc., for the city's use of Conduits as a cost-effective way to provide lien searches and
other property-related information at a cost of $10 per transaction by the public and at no cost
for city staff. City staff or contractors may also need to make changes to the city's current
website and financial systems to accommodate connections to Conduits, processing of
payments for the service, and other elements required for a complete functioning system of
online access to the subject data. As a result, staff recommends the City Commission authorize
the expenditure of up to $7,500 in funds already budgeted for General Government Computer
Equipment/Software and/or Support Services Contractual Services in order to provide an
automated mechanism to transmit the necessary data to Net Assets on a regular basis. Such
actions will be explicitly authorized by City Commission approval of this staff request.
Staff also recommends that changes be made to Ordinance No. 2014-009, which is codified as
Section 1-14 of the City Code, in order to recognize the process improvements that will result
from adoption of the Conduits service. These changes are contained in a separate agenda
item.
Attachment:
• Proposed Agreement with Net Assets, Inc. (City Attorney staff was involved in drafting
the Agreement).
Financial Impact:
The recurring process charges for lien searches will be covered by payments received from
customers of the Conduits service. The upfront cost of preparing and implementing an
automated process for compiling and transmitting data from the city's ADG accounting system
will be paid from existing budget allocated to information technology and services, as described
above under "Recommendations."
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Type of Item: (please mark with an "x,
Public Hearing For Clerk's Dept Use:
Ordinance First Reading x Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion&Direction
X Original Document/Contract Attached for Execution by City Clerk
Reviewed by City Clerk's Off N/A
Reviewed by City Attorney N/A
Reviewed by Finance Dept. c-444- N/A
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401 ConduitsTM Service Agreement
PARTIES:
NETASSETS CORPORATION ("NETASSETS")
109 River Ave, Eugene, Oregon 97404
City of Ocoee ("ORGANIZATION")
150 N. Lakeshore Drive
Ocoee, FL 34761
AGREEMENT
This Agreement is made as of the date last signed, (the "Effective Date") and sets forth the terms
and conditions under which the online web application known as ConduitsTM will be used by
ORGANIZATION, and made available for use by NETAS SETS.
1. Definitions:
1.1 "ConduitsTM" shall mean the software application used for publication of the
ORGANIZATION'S interests in property via the World Wide Web as created by
NETASSETS, including web pages, graphics, data formats, and server components.
1.2 "Intellectual Property Rights" shall mean any and all now known or hereafter known
tangible and intangible, and in any media, means and forms of exploitation throughout
the universe exploiting current or future technology yet to be developed, (a)rights
associated with works of authorship throughout the universe, including but not limited to
copyrights, moral rights, and mask-works, (b)trademark and trade name rights and
similar rights, (c) trade secret rights, (d)patents, designs, algorithms and other industrial
property rights, (e) all other intellectual and industrial property rights (of every kind and
nature throughout the universe and however designated) (including logos, "rental"rights
and rights to remuneration), whether arising by operation of law, contract, license, or
otherwise, and (f) all registrations, initial applications, renewals, extensions,
continuations, divisions or reissues hereof now or hereafter in force (including any rights
in any of the foregoing).
1.3 "Search Transaction(s)" shall mean any search request initiated by an End-user for data
related to interest against an individual property.
1.4 "End-user(s)" shall mean any individual or entity that is given access to ConduitsTM,
excluding ORGANIZATION.
1.5 "Violation" shall mean a breach of the Level of Service Commitment attached as an
Addendix to this Agreement. The consequences of a Violation are described in the
Appendix.
Page 1 of 8 Conduits Service Agreement
2. Payment
2.1 Search Fees. ORGANIZATION agrees to pay NETASSETS a fee for each Search
Transaction by an End-user. The Search Fee will be $10 per Search Transaction by an
End-User.
2.2 Payment Method. NETASSETS will invoice ORGANIZATION monthly at its address
noted on page 1 of this Agreement or at such other address as ORGANIZATION may
designate through the information entered into Conduits. Payment will be due within
forty-five (45) days of the invoice date. Payments shall be made at NETASSETS'
address noted on page 1 of this Agreement or at such other address as NETAS SETS may
designate by written notice to ORGANIZATION.
3. Use of ConduitsTM
3.1 Prohibited Actions. ORGANIZATION shall not adopt,translate, copy or modify
ConduitsTM, or disassemble, decompile, reverse engineer, reverse compile, cross compile
or otherwise attempt to derive source code from ConduitsTM. ORGANIZATION shall not
create accounts for internal use of ConduitsTM for any person or entity outside of
ORGANIZATION.
3.2 Transmission of Data. ORGANIZATION shall be solely responsible for the timely and
accurate update and transmission of information or other data entered for access via the
ConduitsTM application system, and shall promptly report any problems encountered by
ORGANIZATION or End-users in operation of or access to the ConduitsTM application.
ORGANIZATION shall transmit all data to NETAS SETS in the format(s)as mutually
agreed upon in writing during the term of this agreement.
3.3 Ownership Rights. Ownership of all Intellectual Property Rights in ConduitsTM will at all
times remain the property of NETASSETS. ORGANIZATION agrees not to remove or
obliterate any copyright,trademark or proprietary rights notices of NETAS SETS or
NETASSETS's suppliers from ConduitsTM
4. Term of Agreement/Termination
4.1 Term. This agreement is effective from the Effective Date, until the date of termination
under this Section 4.
4.2 Termination by ORGANIZATION. ORGANIZATION may terminate this Agreement:
4.2.1 At any time, with or without cause, effective upon sixty (60) days prior written
notice to NETASSETS, or
Page 2 of 8 ConduitsTM Service Agreement
4.2.2 Thirty(30) days after delivery of written notice to NETASSETS by
ORGANIZATION that NETASSETS has breached any provision of this
Agreement, if NETASSETS has not cured such breach within the thirty(30) day
period.
4.3 Termination by NETASSETS. NETASSETS may terminate this Agreement:
4.3.1 At any time,with or without cause, effective upon sixty(60) days prior written
notice to ORGANIZATION; or
4.3.2 Immediately upon written notice to ORGANIZATION in the event of any breach
of Sections 2, 3.1 or 3.3; or
4.3.3 Thirty (30) days after delivery of written notice to ORGANIZATION that
ORGANIZATION has breached any provision of this Agreement other than
Sections 2, 3.1 or 3.3, and has not cured such breach within the thirty (30) day
period.
4.4 Actions Upon Termination.
4.4.1 ORGANIZATION'S Actions. Upon termination, ORGANIZATION shall
immediately discontinue use of ConduitsTM
4.4.2. NETASSETS'Actions. Upon termination NETASSETS shall cease to make
available on ConduitsT", via the World Wide Web or otherwise, any data related
to ORGANIZATION's use of Conduits. NETASSETS shall have no obligation
to return or retransmit any data to ORGANIZATION, and after termination may
archive data solely for NETASSETS'business purposes.
5. Limitation of Liability and Indemnification
5.1 Exclusion of Consequential Damages. IN NO EVENT SHALL NETASSETS BE
LIABLE FOR ANY LOSSES OF OR DAMAGE TO REVENUES, PROFITS OR
GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS
PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF
THIS AGREEMENT, OR RESULTING FROM THE FURNISHING,
PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE OR OTHER
MATERIALS DELIVERED TO ORGANIZATION HEREUNDER, INCLUDING
WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER
RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY OR
OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
Page 3 of 8 ConduitsTM Service Agreement
5.2 Maximum Monetary Liability for Breach of Agreement. Notwithstanding anything
herein to the contrary,the maximum aggregate amount of money damages for which
NETAS SETS may be liable to ORGANIZATION under this Agreement, resulting from
any cause whatsoever, shall be limited to the amounts actually paid by
ORGANIZATION to NETAS SETS under this Agreement during the ninety (90) days
immediately preceding the date NETASSETS is notified in writing of a claim by
ORGANIZATION for breach of agreement.
5.3 Third Party Providers. ORGANIZATION acknowledges that in connection with
ConduitsTM, information will be transmitted over local exchange, interexchange and
internet backbone carrier lines and through routers, switches and other devices owned,
maintained and serviced by third party local exchange and long distance carriers, utilities,
internet service providers and others, all of which are beyond the control of
NETASSETS. Accordingly,NETASSETS assumes no liability for or relating to the
delay, failure, interruption or corruption of any data or other information transmitted in
connection with use of ConduitsTM'
5.4 Indemnification with Respect to End-users. NETAS SETS has no contractual relationship
or other legal duty to End-user(s) and it assumes no liability with respect to the use of
ConduitsTM by End-user(s). Accordingly,to the extent not prohibited under Florida law,
ORGANIZATION agrees to defend, indemnify, and hold NETASSETS harmless for any
losses, costs, claims, or other liabilities arising out of the misuse of ConduitsTM by End-
users.
6. Support and Maintenance
6.1 General Support. NETASSETS shall provide to ORGANIZATION the maintenance and
support services as set forth in Appendix A: Service Level.
6.2 End-User Support. NETASSETS agrees to provide all initial support to End-Users of
Conduits. Any support issues relating to ORGANIZATION policy or data that cannot be
dealt with by NETAS SETS will be forwarded to ORGANIZATION to provide support.
7. Miscellaneous Provisions
7.1 No Assignment. Neither this Agreement nor any rights hereunder, in whole or in part,
shall be assignable or otherwise transferable by ORGANIZATION, and any purported
assignment or transfer shall be null and void.
7.2 Entire Agreement/Modification. This Agreement and its attachments constitute the entire
agreement between the parties concerning ConduitsTM and supersede all prior agreements,
whether written or verbal, between the parties. No purchase order, other ordering
document or any other document which purports to modify or supplement this Agreement
or any attachment hereto shall add to or vary the terms and conditions of this Agreement,
Page 4 of 8 ConduitsTMService Agreement
unless executed by both NETAS SETS and ORGANIZATION and expressly identified
therein as a modification to this Agreement. No amendment shall be considered to have
been made to this Agreement unless it is in writing and is executed by both parties.
7.3 Force Majeure. Neither party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or interruption of service resulting directly
or indirectly from acts of God, or any causes beyond the reasonable control of such party,
including without limitation interruption of power or communications facilities or failure
of data storage hardware or software that is not caused solely by the party's acts or
omission.
7.4 Governing Law, Venue, Jurisdiction. The parties agree that this Agreement shall be
governed and construed by the laws of the State of Florida. The parties hereby submit to
the jurisdiction and venue of the 9th Circuit Court of the State of Florida for Orange
County or, if appropriate, the federal courts of the United States District Court for the
Middle District of Florida.
7.5 Attorney Fees. In the event action is instituted to enforce any term of this Agreement,the
prevailing party shall be entitled to seek to recover from the losing party reasonable
attorney fees incurred in such action as set by the trial court and, in the event of appeal, as
set by the appellate courts.
7.6 Notices. Any notice or other communication required or permitted to be given under this
Agreement will be in writing, will be delivered personally or by mail or express delivery,
postage prepaid, and will be deemed given upon actual delivery or, if mailed by
registered or certified mail, on the third business day following deposit in the mails,
addressed to the appropriate party at the address first set forth above. Either party may,
by written notice, designate a different address for purposes of this Agreement.
7.7 Sovereign Immunity. Nothing set forth in this Agreement shall be deemed or construed
as a waiver of sovereign immunity by the City and the City shall have and maintain at all
times and for all purposes any and all rights, immunities and protections available under
controlling legal precedent and as provided under Section 768.28, Florida Statutes, and
other applicable law.
7.8 Public Records. All public records, as this term is defined in chapter 119, Florida
Statutes, made or received by NETASSETS in conjunction with this Agreement shall be
deemed a public record unless exempt pursuant to Florida law. NETAS SETS agrees to
retain or make all such public records available for inspection in accordance with
Florida's public records law.
7.9 Severability. Any provision of this Agreement which is invalid, illegal, or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting in any way the remaining
provisions hereof or,to the extent permitted by law, rendering that or any other provision
invalid, illegal or unenforceable.
Page 5 of 8 ConduitsTM Service Agreement
7.10 Intellectual Assets Owned by ORGANIZATION. All data provided by
ORGANIZATION to NETAS SETS for the purposes of fulfilling its obligations under
this Agreement shall remain the property of ORGANIZATION, which retains all rights
and privileges to the data. NETAS SETS may not disclose ORGANIZATION'S data to
third parties except through the operation of the ConduitsTM service. Upon termination of
this Agreement,NETAS SETS will cease to use or provide access to any data supplied by
ORGANIZATION. NETAS SETS must retain and protect ORGANIZATION's data and
NETASSETS own records associated with provision of the ConduitsTM service in order to
respond to public records requests for the period of time and to the extent required by
Florida laws.
Net Assets Corporation
By: � Date: 3/2 .//o
David J. Gates, esident
CITY OF OCOEE,FLORIDA
By: Date:
Rusty Johnson, Mayor
Attest:
Beth Eikenberry, City Clerk
FOR USE AND RELIANCE ONLY BY THE APPROVED BY THE CITY OF OCOEE
CITY OF OCOEE, APPROVED AS TO FORM COMMISSION IN A MEETING HELD ON
AND LEGALITY THIS DAY OF ,20 UNDER
, 20 AGENDA ITEM NO. .
By:
City Attorney
Page 6 of 8 Conduits'"Service Agreement
Appendix: Level of Service Commitment
This Appendix to the Agreement between NETASSETS and ORGANIZATION describes the
level of service standards for NETAS SET'S performance in providing the service through
customer and End User access to ConduitsTM. It also describes the consequences of
NETAS SETS not meeting the prescribed level of service.
A. Level of Service Performance Standards:
1. ConduitsTM will be available 99.9% of the time during ORGANIZATION's normal
business hours. Any individual outage in excess of 20 minutes or four (4) outages
exceeding 5 minutes each on any given calendar day (determined by applying the local
time for ORGANIZATION) will constitute a violation.
2. At least 80 percent (80%) of ConduitsTM transactions will exhibit 10 seconds or less
response time, defined as the interval from the time the server receives a transaction
request to the time a response is generated and sent back. Missing the metric for business
transactions measured over any business week will constitute a violation.
3. NETAS SETS will respond to service incidents that affect multiple users within 24 hours,
resolve the problem within 48 hours, and update status every 12 hours. (Status updates
will be provided to all affected users and ORGANIZATION.) Missing any of these
metrics on an incident will constitute a violation.
4. NETASSETS will respond to service incidents that affect individual users within 24
hours, resolve the problem within 72 hours, and update status every 12 hours. (Status
updates will be provided to the affected user and ORGANIZATION.) Missing any of
these metrics on an incident will constitute a violation.
5. NETASSETS will respond to non-critical inquiries within 48 hours and deliver an answer
to the inquiring party within 72 hours. Missing any of these metrics on an incident will
constitute a violation.
6. NETASSETS will respond to any request by ORGANIZATION regarding a requirement
to produce public records within 24 hours. Failure to do so will constitute a violation.
7. For the purposes of Level of Service performance standards, ORGANIZATION shall
constitute a single user.
B. Consequences of Violations:
1. Each violation resulting from NETAS SETS failure to meet the above-described Level of
Service Performance Standards shall result in a$50 credit to ORGANIZATION that may
be applied to any amount due and payable by ORGANIZATION to NETASSETS.
Page 7 of 8 ConduitsTM Service Agreement
2. The accrual of three or more violations within a one-week period will constitute a breach
of this agreement by NETAS SETS for which ORGANIZATION may utilize any
remedies provided in the Agreement.
Page 8 of 8 ConduitsTA°Service Agreement