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HomeMy Public PortalAboutNovoa Global IncFIRST AMENDMENT TO SERVICES AGREEMENT BETWEEN THE CITY OF CRESTVIEW AND NOVOAGLOBAL, INC (FORMERLY KNOWN AS SENSYS AMERICA, INC). FOR TRAFFIC INFRACTION DETECTION & ENFORCEMENT PROGRAM This FIRST AMENDMENT ("First Amendment") made this let day of March 2020 (the "Effective Date"), by and between NovoaGlobal, Inc., a Delaware corporation having a place of business at 8018 Sunport Dr, Suite 203, Orlando, FL 32809 ("NG"), and the City of Crestview, Florida, a municipal corporation of the State of Florida, having an address at 198 North Wilson Street Crestview, Florida 32536 (the "City," and together with NG, the "Parties" and each singularly a "Party,"). WITNESSETH: WHEREAS, the City and NG entered into a Services Agreement dated March 13, 2018 (the "Initial Agreement"), pursuant to which NG provides the City with cameras and services for the operation of the City's Safety Enforcement Program; WHEREAS, the City and NG mutually desire to amend, modify or alter certain terms and conditions of the Initial Agreement; NOW, THEREFORE, in consideration of the mutual terms, covenants, and conditions contained in this First Amendment, the Parties, intending to be legally bound, agree as follows: 1. The above recitals are true and correct and are incorporated herein. 2. NovoaGlobal, Inc changed name in late 2019 from Sensys America, Inc to NovoaGlobal, Inc. For this reason, all references to "Sensys America" shall be amended to "NovoaGlobal" and all references to "Sensys" shall be amended to "NG". 3. Section 1.8 will be added after Section 1.7 as follows: 1.8 Pre processing services. NG to provide pre-processing services including: (a) pre-process events in accordance to City policies, provide DMV data from Florida DMV and NLETS to automatically populate vehicle owner information, (c) print and mail Notice of Violations approved by the City, and (d) provide reports requested by the City. 4. Section 3.1 of the Initial Agreement, the following initial sentence hereby modified adding 3.1(e) as follows: 3.1 Monthly Fees. For each full calendar month subsequent to the Commencement Date while this Agreement is in effect, the City shall pay to NG, in arrears (i.e., after NG has provided and performed the services): (a) for the services contemplated in subsections 1,1 through 1.3, above, the sum of $3,000 for each installed and operating Traffic Infraction Detector installed by NG by mutual agreement of the Parties, (b) $250 per installed and. operating Traffic Infraction Detector for the BackOffice Software and associated back -office services as contemplated in subsection 1.5, above, (c) $100.00 per installed and operating Traffic Infraction Detector where a video monitoring camera is also installed for the traffic monitoring services contemplated in Section 1.7, above, (d) $500 for the hosting of the Back Office Software including all necessary back up and review site, and (e) $870 per installed and operating Traffic Infraction Detector for pre-processing services contemplated in Section 1.8, above. With respect to clauses (b), (c), (d) and (e), the City may terminate the use of the Back Office Software or any or all such traffic monitoring services at any time without penalty or cost and, upon such termination, shall not thereafter be obligated to pay any fees or charges associated 1 therewith. The foregoing charges shall be prorated as appropriate, for any partial calendar month subsequent to the Commencement Date during the tenth this Agreement is in effeet 5, NG will not charge any fees in accordance to Section 3.1(c) before June P', 2020 even if such services have been provided to the City before that date. 6, Except as expressly amended or modified by the teens of this First Amendment,, al @ terms of the Initial Agreen►crtt shall remain in full force and effect. In the event of a conflict between the terns of this First Amendment and. the Initial Agreement, the terms of this First Amendment shall prevail and control. 7. The provisions ofthc Initial Agreement, as amended by this First Amendment, including; the recitals, comprise all of the terms, conditions, agreements, and representations of the parties with respect to the subject matter hereof. S. This First Amendment may be executed in orte or more counterparts, each of"which shall constitute an original, but all of which taken together shall constitute one and the same instrument, 9, Each party represents and warrants that the representative signing this First Amendment on its behalf has all righ arid authority to bind and commit that party to the terms and conditions of this First Amendment, IN WITNESS WHEREOF, the Parties hereto have set their hands by their duly authorized representatives as of th,e day and year first above written. City of Crestview Florida Attest by Eliza,'eth Roy City Clerk NovoaGlobal. Inc Carlos Lofstedt President and CEO Approved as to fo►it and legal sufficiency