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CONTRACT 6564 Vender Agreement (4)Agreement No. 6564 CERTIFIX LIVE SCAN FINGERPRINTING BILLING AGREEMENT This Fingerprinting Billing Agreement ("Agreement"), effective 1 , is made by and between Certifix Inc., a California corporation ("Certifix") and Cityof El Segundo _("Customer"). RECITALS Whereas Certifix is a duly registered and licensed provider of Live Scan Fingerprinting Services in accordance with California Department of Justice regulations, has an established name and presence in the Live Scan Fingerprint industry, and is the owner of Live Scan Fingerprinting Equipment, including fingerprinting scanners, laptop computers, drivers' license swipers, and proprietary software used in the performance of Live Scan Fingerprinting Services ("Equipment"); Whereas Customer desires exclusively to use Certifix Live Scan Fingerprinting Services in order to fingerprint its applicants, and to be billed for those services; NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, the parties agree as follows: 1. Live Scan Fingerprinting Service. As used in this Agreement, the term "Service" shall mean a computer -based, digitized Live Scan fingerprint service provided to the general public in compliance with California Department of Justice ("DOJ") requirements, as set forth in. Attachment A to this Agreement, and incorporated by reference herein. Service also includes paper card fingerprinting and all administrative tasks required to process the fingerprints taken in compliance with the terms and conditions set forth in Attachment A. 2. Service Fees: As a fee for performing the Service, Customer will remit to Certifix, on a monthly basis, all government fees (if there is no DOJ assigned billing number) and fingerprint roll fees for each transaction, as specified by service provider on the Certifix website. The total fees payable by Customer for Certifix under this Agreement will not exceed the sum of $25,000. 3. Financial Policies. Certifix will provide Customer with an invoice at the end of each month for all transactions that occurred that month. Payment will be due within 8 days of the invoice date. If the Customer disputes any part of the amount charged on an invoice, Customer must promptly pay all undisputed amounts due. Customer's failure to pay an invoice in full within 30 days of the invoice date is grounds for immediate termination of this Agreement, as set forth below. Certifix may charge interest on any past due amount at the rate of 5% per annum. Agreement No. 6564 4. Customer's General Duties. A. During the term of this Agreement, Customer agrees not to use, or send its applicants to use the Services of any facility or company that competes or conflicts with Certifix; however, if there are no Certifix authorized facilities within the relevant geographic area, Certifix will provide the Customer a facility or company to refer the applicants to. B. Customer shall ensure that its applicants comply at all times with all relevant laws, rules, regulations, guidelines, policies, and procedures regarding obtaining Live Scan Fingerprint Services. S. Certifix' General Duties A. Certifix shall provide Service to Customer's applicants at specified locations within Customer's geographic area, or through mobile services at Customer's request. Nothing in this Agreement shall prevent Certifix from continuing to offer Services to members of the general public, in addition to Customer's applicants, at all of its facilities and mobile services. B. Certifix shall be responsible for maintaining a current, valid permit from DO] to act as a Live Scan Fingerprint Service Provider, throughout the term of this Agreement. C. Certifix shall at all times comply with all relevant laws, rules, regulations, guidelines, policies, and procedures regarding providing Live Scan Fingerprint Services. 6. Indemnification A. Certifix agrees to indemnify, defend and hold Customer harmless from any loss, damage or claim arising out of the gross negligence or willful misconduct of Certifix, its agents, employees or representatives, in providing Live Scan Fingerprinting Services to Customer's applicants. B. Customer agrees to indemnify, defend and hold Certifix harmless from any loss, damage or claim arising out of the gross negligence or willful misconduct of Customer, Customer's agents, employees or representatives, or Customer's applicants, in connection with obtaining Live Scan Fingerprinting Services from Certifix. 7. Relationship of the Parties This Agreement is not intended to and does not create any employment relationship between Certifix and Customer. Neither Customer, nor any of its agents, employees or representatives shall, under any circumstances, be deemed employees of Certifix. Any agency relationship between the parties is limited to the specific scope of the Services set forth herein, and Customer is not authorized to represent Certifix in any capacity other than as expressly set forth herein. Agreement No. 6564 S. Term of Agreement and Termination A. Unless earlier terminated as provided below, the term of this Agreement shall commence on the Effective Date indicated above and shall continue for 2-years. At the end of that term, the Agreement shall be extended for an additional six- month period, unless either Party makes a written request for cancellation at least 30 days in advance of the initial three-year expiration date. B. Certifix may terminate this Agreement at any time, without cause, by providing ten days' written notice to Customer. In addition, Certifix may terminate this Agreement immediately by providing written notice to Customer, upon the occurrence of any of the following events: (1) Certifix' loss of government authorization to be a Live Scan Fingerprint Service Provider; (2) Customer's failure to fulfill or perform any one of the duties, obligations or responsibilities of Customer under this Agreement, including but not limited to the failure to remit payment to Certifix of government fees or fingerprint rolling fees incurred in any given month on a timely basis, the failure to comply with DO] requirements, or the failure to perform any other act required under this Agreement; (3) Any assignment or attempted assignment by Customer of any interest in this Agreement or the delegation of Customer's obligations under this Agreement without Certifix' prior written consent; (4) Any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of any material interest in the direct or indirect ownership or any change in the management of Customer; (5) Failure of Customer for any reason to function in the ordinary course of business; (6) Conviction in a court of competent jurisdiction of Customer, or a manager, partner, principal, officer or major stockholder of Customer, for any violation of law tending, in Certifix' opinion, to affect adversely the operation or business of Customer or the good name, goodwill, or reputation of Certifix or the Service; (7) Submission by Customer to Certifix of false or fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Certifix; (8) Customer's use of alternative Service providers or Equipment, other than that provided by Certifix, during the term of this Agreement. C. Customer may terminate this Agreement immediately by providing written notice to Certifix, upon any of the following events: (1) Certifix' failure to provide Customer's applicants with Services that comply with Agreement No. 6564 DO] rules and regulations; or (2) Certifix' failure to provide Customer's applicants with mobile Services within seven (7) days of Customer's request. 9. Obligations on Termination On termination of this Agreement, the arrangement between the parties shall cease and A. All amounts owing by Customer to Certifix shall become immediately due and payable, B. Customer's applicants who request Services at Certifix facilities shall be required to pay in full at the time of Service. 10. Final Agreement This Agreement and its Attachments contain the final agreement between the parties and supersede all prior written and oral communications, negotiations and understandings between the parties regarding the subject matter hereof. This Agreement may only be modified by a written document that is duly executed by both parties. 11. No Assignment Neither this Agreement nor any interest in this Agreement may be assigned without Certifix' prior express written consent, which consent may be withheld at Certifix absolute discretion. 12. Governing Law This Agreement shall be construed and enforced in accordance with the laws of the state of California, and shall be subject to the exclusive jurisdiction of the courts in California. 13. Attorneys' Fees In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to payment of reasonable attorneys' fees and costs incurred in the course of that dispute. 14. Non -Waiver The failure by any party to require performance of any term of this Agreement, in whole or in part, shall not constitute a waiver of the right to require future performance of that or any other term of this Agreement, nor shall a waiver of any breach or default under any provision of this Agreement constitute a waiver of any subsequent breach or default of that provision or of the Agreement itself. Agreement No. 6564 15. Severability If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then that term shall be modified to reflect the parties' intent and the remainder of this Agreement will remain in full force and effect as if such invalid or unenforceable term had never been included. 16. Headings Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 17. Notice Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: If to Certifix: Certifix Live Scan 1950 W Corporate Way Anaheim, CA 92801 Attention: Helmy El-Mangoury Fax: (714) 462-3633 If to Customer: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: Human Resources hr@elsegundo.org or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice that has been received by the party to whom it is sent as evidenced by confirmation slip. Agreement No. 6564 18. Counterparts This Agreement may be signed in one or more counterparts, each of which will constitute a valid original, and all of which when taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Certifix, Inc. DBA Certifix Live Scan Tax ID: By: Date 12-21-2022 Helmy A. El-Mangoury President customer" City of Ell Segundo By: LLI- f Date Rebecca Redyk Human Resources Director ;p`, "-- Tracy Weaver, City Clerk N � WP?2 Date Agreement No. 6564 APPROVED AS TO FORM: Mark iHe,,ley, City Attorney Joaquin quez Deputy +RiM—anagement orney Hank Lu, I 12, 2 Date 1, -\ 2— Tcb Date DocuSign Envelope ID:7B5FA739-EODB-452D-89F5-E82FADFBFDOA Agreement No. 6564 (0�� fll,,,v ,E,,,,S C A, N Certifix Account Acknowledgment Form City of El Segundo Agency Name: Applicants sent to our Certifix Live Scan locations will be Mqajad; to present an official "Certifix Account Notice Flyer". This account specific flyer will be provided to you after returning this signed acknowledgment form. Your agency will need to provide the flyer to applicants RELor to them obtaining a live scan at one of our account -accepting locations. As the account holder, you will be held responsible for informing your applicants and/or employees. Failure to provide the account flyer will result in the applicant being charged on site. I hereby confirm that I have read the terms as stated above and understand what is expected of me as an account holder with Certifix Live Scan. Authorized Signer Title: Human Resources Director Print Name: Rebecca, Reds k Signature: Dater Have questions? Feel free to contact us: Agreement No. 6564 WlftlI'X ktf0 I F . . . . . . . .......... . L V E S C A N Payment Authorization Form Indicating a payment method is required to set up your account in our billing system. The payment option will be added to your profile and help ensure your account is in good standing. Please complete all the necessary fields for the option selected and the accounts payable contact information. Recurring Payments (Option 1 & 2 only) Schedule your payment to be automatically deducted from your bank account or charged to a credit card. You can select a specific charge date that will process each month. Ifilteckargetlaleisleftblattk, iltett ourbillingleam Ivillreach ott[for approvaL d ELECTRONIC CHECK AUTHORIZATION NAME OF FINANCIAL INSTITUTION NINE 00'TROUTING NUMBER: ACCOUNT NUMBER NOTTO EXCEED 17 DIGITS Recurring Charge Date Sdedada1ebd-1het51h AUTHORIZED SK41ATURE We do accept EFT payments directly into our bank account. Ifyou would like to setthis up please email bill imi:(a).certifixlivescan.com 00tilll Ruatu»I PAYMENT REDIT ARD IUMBIER XPIRATION DATE MMYY Recurring Charge Date &Iat ad.t. W—the 25Ih CREDIT CARD AUTHORIZATION eve (backoflhe credit card oron front) AUTHORIZED S01ATURE it" DCHECKING SAVINGS IN Revised 05/26/20 Agreement No. 6564 PHYSICAL CHECK In selecting check payment, you agree to the net terms selected below. Please make checks payable to: Certifix Live Scan 1950 W. Corporate Way Anaheim, CA 92801 NET TERMS: 15 DAYS 30 DAYS AUTHOR ZE SIJ�E DATE SIGNED Contact Information: The invoice will contain a list ofyour applicants, their ATI numbers for reference, and all applicable fees. To ensure the invoice gets delivered, reviewed, and approved for payment, please complete the accounts payable information below: ACCOUNTS PAYABLE INFORMATIO N CONTACT NAME I PHONENUMBER Lennis Gomez 310-524-2322 BRUNGADDRESS (NUMBER. STREET, CITY, STATE, AND ZIP CODE) 350 Main Street, El Segundo, CA 90245 INVOICE DELIVERY EMAIL accountspayable@elsegundo.org SECONDARY CONTACT CONTAC NAME 1PHONENUMBER Gabrielle Ressa 310-524-2311 EMAIL gressa@elsegundo.org IIevlood OW620