§ 66-17 Business Requirements – Contract with Taxicab Owner or Street Hail Livery Licensee.
RCNY § 66-17
The contract between the Technology System Provider and the Taxicab or Street Hail Livery Licensee for the sale, lease, or use of a Technology System must contain provisions specifying that: (a) The Technology System Provider agrees to provide the Medallion or Street Hail Livery Owner monthly invoices with all costs itemized.
(b)Each party agrees that any limitation of liability in the contract shall not apply to any and all damages, fines, penalties, deficiencies, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from direct claims between the parties based on damage to real or tangible personal property, death or bodily injury caused by the negligent or willful conduct of a party.
(c)The term of the contract may be for periods of time up to five (5) years including renewals, but such contract renewals shall be subject to the renewal of the Technology System Provider's License.
(1)The fees provided for in the contract may not be raised during the term of the contract unless both parties agree.
(2)The Technology System Provider must provide the Medallion or Street Hail Livery Owner with a renewal contract with new terms or notification of non-renewal at least ninety (90) days but no more than one hundred and twenty (120) days before the existing contract term end date. Failing to provide adequate notice to the Owner, the contract may be extended, at the discretion of the Owner, for ninety (90) days from date of receipt of renewal contract or notification of non-renewal.
(d)Termination of the contract is permitted as follows: (1) If either party defaults in the performance of any of its material obligations under the contract, and does not cure the default within fifteen (15) days of receipt of a reasonably detailed notice of default from the other party, then the non-defaulting party may terminate the contract for cause by giving a written notice of termination; (2) The Taxicab or Street Hail Livery Licensee may terminate the contract by giving written notice of termination if: (i) a Taxicab or Street Hail Livery is taken out of service because the Technology System and/or the Technology System Provider is not in compliance with the Technology System requirements, and (ii) the Technology System Provider fails to cure the noncompliance within ten (10) days after receiving written notice of such noncompliance by the Taxicab or Street Hail Livery Licensee.
(3)(i) If the Technology System Provider's License is not renewed, the Technology System Provider must immediately notify the Taxicab or Street Hail Livery Licensee of the expiration date of the License, and the contract will be deemed terminated by the Taxicab or Street Hail Livery Licensee on the ninetieth (90th) day after the expiration date or may be terminated earlier by the Taxicab or Street Hail Livery Licensee by giving written notice of termination.
(ii)When the Technology System Provider's License expires, the Technology System Provider must continue to provide to the Taxicab or Street Hail Livery Licensee all services required by 35 RCNY Chapter 66 for the same terms in effect prior to the expiration of the Technology System Provider's License, including but not limited to Maintenance Service in accordance with 35 RCNY § 66-18, to the extent provided in this subparagraph. The contract provisions shall survive termination for one hundred fifty (150) days after the date of expiration of the Technology System Provider's License or until the Taxicab or Street Hail Livery Licensee has obtained a Technology System and related services from another Technology System Provider, whichever is earlier.
(4)(i) If the Technology System Provider's License has been suspended by the Taxi and Limousine Commission for a period of thirty (30) days or more, the Technology System Provider must immediately notify the Taxicab or Street Hail Livery Licensee of the dates during which the License is suspended. Upon notification, but prior to the end of the suspension, the Taxicab or Street Hail Livery Licensee may opt to terminate the contract by giving written notice to the Technology System Provider.
(5)(i) If the Technology System Provider's License has been revoked by the Taxi and Limousine Commission, the Technology System Provider must immediately notify the Taxicab or Street Hail Livery Licensee of the revocation date. The contract will be deemed terminated by the Taxicab or Street Hail Livery Licensee on the ninetieth (90th) day after the revocation date or may be terminated earlier by the Taxicab or Street Hail Livery Licensee giving written notice of termination.
(6)If the Taxicab or Street Hail Livery Licensee terminates the contract for the reasons provided in paragraphs one through five and subparagraph (i) of paragraph eight of this subdivision, the Technology System Provider must provide to the Taxicab or Street Hail Livery Licensee: (i) De-installation of the Technology System at no charge; and (ii) If the Taxicab or Street Hail Livery Licensee purchased the Technology System for ownership, a refund of the purchase price of the Technology System based on the net book value of such Technology System, applying straight line depreciation by using the purchase price as the cost basis and assuming a sixty (60) month useful life with no salvage value.
(7)The Taxicab or Street Hail Livery Licensee may terminate the contract at any time and for any reason if: • at least thirty (30) days written notice is given to the Technology System Provider and • if the Taxicab or Street Hail Livery Licensee pays a termination charge specified in the contract.
(8)The termination charge must not be more than twenty-five percent (25%) of all remaining fixed monthly charges applicable to the Technology System, not including any fees waived by the Technology System Provider in the three (3) months prior to termination, multiplied by the number of months remaining in the term of the contract, not to exceed twelve (12) months. The termination charge will not apply to any termination of the contract: (i) where the Taxicab or Street Hail Livery Licensee is permitted to terminate the contract without incurring liability or (ii) where at the Taxicab or Street Hail Livery Licensee's request the Technology System is removed from one vehicle and installed in another vehicle to be operated under the same Taxicab or Street Hail Livery License.
(9)The Technology System Provider or the Taxicab or Street Hail Livery Licensee may terminate the contract upon ten (10) days written notice to the other party: (i) if such other party ceases to do business; or (ii) in the case of the insolvency of, or commencement of any proceeding by or against, the other party, either voluntary or involuntary, under the Bankruptcy Code, or relating to the insolvency, receivership, liquidation, or composition of the other party for the benefit of creditors.
(e)Upon Owner/Agent's written notice, the Technology System Provider must remove the Technology System(s) in the requested vehicles on a schedule of at least (4) four vehicles per business day.
(i)Technology System Provider is not obligated to remove a Technology System with less than twenty-four (24) hour notice from the Owner/Agent.
(f)The Technology System Provider must reimburse the Taxicab or Street Hail Livery Licensee for any and all Fines caused by a failure of the Technology System or any of its components to perform in accordance with the Technology System requirements as required by 35 RCNY § 66-19 where such failure is not attributable to the acts or omissions of the Taxicab or Street Hail Livery Licensee or Taxicab or Street Hail Livery Driver, the abuse or misuse of the Technology System or other circumstances beyond the control of the Technology System Provider. For purposes of this provision, the term "Fine" means any and all fees, fines, or financial penalties imposed on a Taxicab or Street Hail Livery Licensee or Taxicab or Street Hail Livery Driver by the Commission or other any City agency.
(g)In the case of a Fine covered by subdivision (f) of this section, the Taxicab or Street Hail Livery Licensee must make reasonable efforts to mitigate the amount of the Fine, including not operating the Taxicab or Street Hail Livery if the Taxicab or Street Hail Livery Licensee knows or has reason to know the Technology System is malfunctioning.
(h)The Technology System Provider must provide to a Taxicab or Street Hail Livery Licensee all intellectual property licenses needed to operate and use the Technology System. If the Taxicab or Street Hail Livery Licensee assigns its rights in any Technology System to an assignee approved by the Technology System Provider, the intellectual property licenses are transferable to the assignee without payment of any additional charge.
(j)The Technology System Provider and the Taxicab or Street Hail Livery Licensee will agree that the contract is deemed to be executed in the City and State of New York, regardless of the domicile of the parties, and is governed by and construed in accordance with the laws of the State of New York (notwithstanding New York choice of law or conflict of law principles) and the laws of the United States, where applicable.
(k)The Technology System Provider and the Taxicab or Street Hail Livery Licensee agree that any and all claims asserted by or against either party arising under or related to the contract will be heard and determined either in the courts of the United States located in the City of New York or in the courts of New York State located in the City of New York. (Added City Record 5/17/2018, eff. 6/16/2018; amended City Record 8/19/2019, eff. 9/18/2019)
