2007-401r~~
ARISTA SERVICES AGREEMENT
THIS AGREEMENT, dated the 1st day of October 2007 , is
by and between ARISTA INFORMATION SYSTEMS, INC. ("ARISTA"), a Georgia
corporation, and CITY OF CLERMONT, FL. ("Customer").
WHEREAS, ARISTA wishes to provide, and Customer wishes to acquire, products and
services as described herein;
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained
in this Agreement and intending to be legally bound, the parties agree as follows:
1. Products and Comauter Services. ARISTA agrees to provide to Customer, and
Customer agrees to purchase from ARISTA, those products and services set forth in the attached
Statement of Work, designated as Schedule "A". If the parties desire to amend this Statement of
Work, such amendment shall be binding on the parties only if a revised Statement of Work is
reduced to writing and signed by the parties. Any additional laser printer services will be
furnished by ARISTA subject to availability of facilities, personnel and services available to
ARISTA, at standard rates in effect at the time, and in accordance with any applicable special
terms agreed to in writing by the parties. Notwithstanding any other provision of this
Agreement, Customer agrees that the laser printing services described in this Agreement may, at
ARISTA's discretion, be provided either directly by ARISTA or through subcontractors or other
third parties with prior approval by the City. Customer agrees to recognize and cooperate with
such third parties in facilitating the performance of ARISTA's obligations hereunder.
2. Comuletion Times. ARISTA will furnish and mail the completed product as
described in Schedule "A" and provide any other products and computer services pursuant to the
Delivery and Time Schedules set forth in Schedule "B". In no event shall ARISTA be liable for
any delay in the performance or delivery of any service or product due to failure by Customer to
timely provide information, data and any other items as are reasonably required by ARISTA to
perform its obligations; PROVIDED, however, that if Customer fails to provide correct and
complete data in accordance with mutually agreed time schedules, ARISTA will promptly
request the additional data and reschedule and process Customer's work within the time limits
provided in Schedule "B". Customer agrees to extend the time schedules for this purpose. Data
will be deemed to have been timely submitted by Customer if received by ARISTA on or before
the time limits set forth in Schedule "B".
3. Term. The term of this contract shall commence on the date of
acceptance of the agreement and continue for a minimum term of 36 months. The term of
this contract maybe extended, however, under the same terms and conditions except:
(a) The Customer shall not have delivered to ARISTA written
notification of its intention to terminate the contract within sixty (60) days of
the expiration of the minimum term or any subsequent extension thereof.
(b) Each extension of the term shall be for twelve (12) months from the
date of the expiration of the minimum term or any extension thereof.
4. Pricin~/Invoicin~.
(a) The prices for products and services are set forth in Schedule "B".
(b) Any sales and use taxes, and any other similar taxes applicable to the
production, sale, use, storage, delivery or transportation of the products
and services shall be calculated and paid by Customer.
(c) Shipment of products shall be F.O.B.
(d) In addition to the prices set forth in Schedule "B",
Customer shall pay estimated postage costs prior to the mailing of
Customer's customer invoices. Estimated postage costs shall be equal to
Customer's actual postage costs for the preceding month. If in any given
month Customer pays estimated postage in excess of the postage costs
actually attributable to Customer, ARISTA shall apply such excess
payment to Customer's postage costs for the subsequent month. ARISTA
shall sort Customer's mail to obtain the most advantageous postage rates,
and shall provide Customer with an accounting of all postage costs
incurred.
(e) Customer agrees to pay ARISTA promptly for such
services as rendered to client on a monthly basis. ARISTA will send an
invoice each month, and the Customer shall make payment within fifteen
(15) days after receipt of the invoice. If Customer fails to pay any invoice
within 30 days from the invoice date, ARISTA shall notify Customer that
such invoice is past due and maybe subject to a late charge fee of 1.5% of
total due.
(f) In order to achieve volume discounts on form, envelopes and other pre-
printed material ordered on behalf of Customer, ARISTA may purchase
up to a 6 months supply of these items in advance. In the event of
cancellation of this contract by Customer or Customer requests changes to
these items, Customer shall be responsible for the cost incurred by
ARISTA for the remaining inventories of such items.
2
5. Customer Data /Proarietary Rights.
(a) All data furnished by Customer pursuant to this Agreement shall at all
times remain the property of the Customer. ARISTA shall not be
responsible for loss or destruction of Customer data, or materials, unless
due to the negligence of ARISTA. ARISTA's liability for any negligent
loss or destruction of data is limited to restoring the data, provided such
restoration can be reasonably performed by ARISTA, and further provided
that Customer provide ARISTA all source data and materials in readable
for such restoration; it being presumed conclusively that any data
delivered to ARISTA has been backed up by duplicate material retained
by the Customer. ARISTA shall have the right to copy and retain all such
data and materials for its files as it deems necessary for internal processing
use only. Such restoration shall be done without charge to Customer.
(b) Customer shall use its reasonable best efforts to assure the accuracy and
adequacy of all data and other items provided to ARISTA, and for all
results obtained therefrom. ARISTA shall not be responsible for errors or
omissions resulting from any inaccuracy or defect in any Customer-
supplied data or materials. Customer shall pay ARISTA, at rates specified
in Schedule "B", for any processing reruns or any other additional work
performed by ARISTA due to Customer submitting data or materials
which are incorrect or incomplete. All data and materials supplied by
Customer shall be returned by ARISTA upon completion of use by
ARISTA or upon termination of this Agreement.
(c) All information, programs, software, artwork, films, molds, plates, dyes,
negatives, positives and all other items, machinery or materials furnished,
developed or created by ARISTA, its contractors, subcontractors or
agents, in providing the products and services shall remain ARISTA's
exclusive property.
6. Confidential Information. ARISTA agrees to deny unauthorized access to and
take reasonable steps to protect the confidentiality of Customer's data and materials and resultant
output that is designated as confidential by Customer. Neither party shall be required to keep
confidential any information or data which is or becomes publicly available, is already known or
is independently developed by such party outside the scope of this Agreement, or is rightfully
obtained by third parties. Notwithstanding the foregoing, ARISTA may provide such
information to any third parties who may provide any of the products or services under this
Agreement, provided such third party agrees to keep such confidential data and material
confidential. To the extent applicable Arista agrees to comply with the provisions of Florida's
Public Records law.
3
7. Warranties.
(a) ARISTA shall, upon written request of Customer, pursue with reasonable
diligence a claim for breach of, or, at ARISTA's option, assign and
transfer to Customer, any warranty available to ARISTA from
manufacturers or third-party vendors for products supplied to Customers
under the terms of this Agreement.
(b) ARISTA shall use care in processing all data and materials submitted to it
and in performing and providing services. Data and materials shall be
processed in accordance with generally accepted data processing
procedures. If computer services are interrupted or delayed for any
reason, ARISTA will resume the computer services as soon as reasonably
practical. In the event that errors or omissions in computer services are
the direct fault of ARISTA, ARISTA will correct any errors of which
ARISTA receives timely notice from Customer. Where correction is
impossible or impractical, Customer shall be entitled to a refund for that
portion of the computer services or products which contain errors.
(c) THE FOREGOING COMPRISES CUSTOMER'S SOLE AND
ENTIRE WARRANTY. ALL OTHER WARRANTIES EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.
8. Limitation of Liabilities. IN NO EVENT SHALL ARISTA BE LIABLE TO
CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST
PROFITS OR MARGINS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR THE PERFORMANCE OR
BREACH OF THIS AGREEMENT, EVEN IF ARISTA HAS BEEN ADVISED OF THE
POSSIBILITY THEREOF.
9. Special Order Services. All services provided by ARISTA to Customer other
than basic services shall be referred to herein as special order services and shall be provided as
follows:
(a) If Customer shall desire special order services, Customer shall, submit to
ARISTA a written request which shall, with reasonable specificity, describe the services or
charges desired by Customer. ARISTA and Customer shall, within a reasonable time thereafter,
evaluate the request for which services are to be performed by ARISTA. Based on such
evaluation, ARISTA will prepare specifications for the design, enhancement and implementation
of the services described and specify an estimated number of working days after Customer's
acceptance in which the applications shall be completed.
(b) If the specifications prepared by ARISTA are acceptable to Customer,
Customer shall indicate its acceptance in writing.
4
(c) Upon acceptance by Customer of the service specifications, ARISTA shall
commence preparation and diligently pursue development of the product in accordance with such
specifications and shall use its best efforts, consistent with changing and conflicting needs and
demands of its Customers, to complete the same within the period estimated in the specifications.
(d) For special order services, ARISTA shall be compensated as provided for in
Schedules A, B, and C.
10. Saecial Stipulations. All contractual issues are covered by this agreement. Any
additional terms shall be outlined in Schedule "D", attached, and signed by both parties. The
absence of Schedule "D" shall mean it does not exist.
11. Force Maieure. Should the performance of this Agreement by either party be
prevented or delayed by act of God, war, civil insurrection, fire, flood, storms, strikes, lockouts,
total or partial failure of transportation, or delivery of facilities, interruption of power, or any
law, regulation, or order of any federal, state, county, or municipal authority, or by any other
cause beyond the control of such party, that party's performance shall be excused to the extent it
is prevented or delayed. Each party will promptly give the other party notice of any event it
claims to be an event of force majeure.
12. Equal Oayortunity Clause. We hereby incorporate the equal opportunity
clause, Section 60-1.4, and the affirmative action clause for handicapped workers, Section 60-
741.4, pursuant to Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of
1973, as amended, and the Vietnam Era Veterans Readjustment Assistance Act of 1974, 38
U.S.C. ' 4212, and implementing regulations.
13. General Contract Provisions.
(a) Waiver. No consent or waiver, express or implied, by either party to this
Agreement to or of any breach or default by the other in the performance of any obligations
hereunder shall be deemed or construed to be a consent to or waiver of any other breach or
default by such party hereunder. Failure on the part of any party hereto to complain of any act or
failure to act of the other party or to declare the other party in default hereunder, irrespective of
how long such failure continues, shall not constitute a waiver of the rights of such party
hereunder.
(b) Captions. The captions used for the paragraphs in this Agreement are
inserted only as a matter of convenience and for reference and in no way define, limit or describe
the scope of the intent of this Agreement or any paragraph hereof.
(c) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters covered thereby. All prior negotiations,
representations and agreements with respect thereto not incorporated in this Agreement are
hereby cancelled.
5
(d) Schedules. Each and every Schedule attached hereto shall be incorporated
into and made a part of this Agreement by reference.
(e) Amendments. This Agreement maybe amended only by written
agreement executed by all parties hereto.
(f) Notice. Unless otherwise provided herein, communications provided for
hereunder shall be in writing and shall be mailed, telecopied or delivered as follows:
If to ARISTA:
ARISTA INFORMATION SYSTEMS, INC.
Attention: Ron Camp
2100 East Exchange Place
Suite 300
Tucker, Georgia 30084
Telephone Number: (770) 414-8400
Telecopy Number: (770) 414-1122
If to Customer:
CITY OF CLERMONT, FL
Attention: Joe Van Zile
685 W. Montrose St.
Clermont, FL 34711
Telephone: (352) 394-4081
or as to each party, at such address as shall be designated by such party in a written notice to the
other parties. All such notices and other communications shall be effective (a) if mailed, when
received or three (3) days after mailing, whichever is earlier; (b) if telecopied, when transmitted;
or (c) if hand delivered, when delivered.
(g) Effective Date. This Agreement shall become effective upon the parties
signing and exchanging the signed copy by facsimile transmission.
(h) Further Assurances. The parties covenant and agree to execute such
additional commercially reasonable agreements as maybe reasonably necessary to effect and
further define the terms and conditions of the rights provided in this Section.
(i) Arbitration. This agreement and any amendments hereto are executed and
delivered in the state of Florida and shall be governed, interpreted, construed and enforced in
accordance with the laws in the state of Florida. The parties agree that the sole and exclusive
Venue for any cause of action arising out of this agreement shall be Lake County, Florida.
(j) Assign e_nt. This Agreement maybe assigned, in whole or in part, without
the written consent of the non-assigning party.
6
(k) Termination. If either party defaults in its obligations hereunder and does
not remedy such default within thirty (30) days after written notice from the other party the
aggrieved party many terminate this agreement. Such termination shall be in writing within sixty
(60) days notice. In addition the City or ARISTA shall have the right to terminate this agreement
without cause upon one hundred twenty (120) days written notice to either party, provided that
the City shall timely pay all valid and approved invoices for the service provided prior to the
effective date of said termination. In the event the CUSTOMER terminates this agreement
within the first 36 months of the term, the CUSTOMER shall reimburse ARISTA an amount
equal to $1500 for ARISTA'S programming during the implementation.
IN WITNESS WHEREOF, the parties hereto have executed under seal this Agreement
the day and year first above written, by and through their duly authorized representatives.
ARISTA INFORMATION
SYSTEMS. INC.
Bv`
Title:
(Corporate Seal)
,+
(Corporate Seal)
7
CITY OF CLERMONT, FL:
SCHEDULE "A"
Statement of Work -Printing and Mailing Services
1) Statement to be formatted based on Customer requirements.
2) Data will be received at ARISTA via electronic transfer initiated by Customer in a format agreed
upon by both parties.
3) All addresses will be passed through certified postal-coding software for CASS (Coding
Accuracy Support System) certification and delivery point barcode for automated postage
discount.
4) All statement materials included: statement page, outside mailing envelope, courtesy-reply
envelope.
5) Processing, printing, collating, folding, inserting and mailing.
6) Preparation and delivery to USPS in automation stream.
8
SCHEDULE "B"
TIME SCHEDULES
Each customer must provide a delivery schedule of data thirty days in advance. If data is not delivered
promptly or if incorrect data is received, data will be reprocessed in accordance with agreement within
48 hours. Data received by Arista by 12 noon, will be processed and delivered to the USPS the same
day. Data received by ARISTA after 12 noon will be processed and delivered to the USPS within 24
hours. Statements for Customers choosing electronic PDF Images and/or statements for Bill
Presentment and Payment will be available and/or presented the same day that data is processed.
PRICING (Printing and Mailing Services):
Unit Price:
1) Processing, printing (including one highlight color), collating, folding, inserting, and preparation and
delivery of regular bills and delinquent notices to USPS in
automation stream $0.08742
2) Arista standard #10 Double window envelope $0.01223
3) Arista standard single window return envelope $0.01035
4) Cost of additional page $0.06
5) Additional cost of duplex page highlight color $0.035
6) Additional cost if "pre-printed form" $0.01
7) Optional Custom Envelope
Custom #10 Envelope $0.01804
Custom #9 Reply Envelope $0.01615
8) Additional Inserts $0.01
9) Postage Cost
10) Minimum Monthly Charge $500.00
11) Additional Programming Charges $150 hour
12) Initial Set Up Fee Per Agreement See Section 13K
9
Prices do not include postage. Postage to be supplied in advance. All qualified mailable pieces will be
coded for maximum discount.
Above pricing includes the price for forms, outside envelope, and return envelope. The price for forms
and envelopes maybe re-evaluated at the annual anniversary of the effective date of this contract, taking
into account any fluctuations in the price of paper. If the cost of forms and envelopes changes by more
than 15% since the previous annual anniversary of the effective date of the contract ARISTA reserves
the right to change this pricing to reflect the new cost.
10
SCHEDULE "C"
SCHEDULE OF CHARGES FOR SPECIAL ORDER SERVICES
Pricing for services of this nature will be made by quotation.
Minimum Hourly Programming Rate $ 150.00 per hour
11