Agenda packet, regular meeting — National City City Council, February 7, 2023 (part 1 of 3)

AGENDA
Consolidated Regular Meeting
City Council Chamber - 1243 National City
Boulevard, National City, CA
Ron Morrison, Mayor
Luz Molina, Vice-Mayor Brad Raulston, City Manager Marcus Bush, Councilmember Barry J. Schultz, City Attorney Jose Rodriguez, Councilmember Shelley Chapel, Interim City Clerk Ditas Yamane, Councilmember R. Mitchel Beauchamp, City Treasurer _______________________________________________________________________

The City Council also sits as the City of National City Community Development Commission, Housing Authority, Joint Powers Financing Authority, and Successor Agency to the Community Development Commission as the National City Redevelopment Agency
Thank you for participating in local government and the City of National City Council Meetings.

Meetings: Regular City Council Meetings are held on the first and third Tuesday of the month at 6:00 p.m. Special Closed Session Meeting and Workshops may be same day, the start time is based on needs. Check Special Agendas for times.

Location: Regular City Council Meetings are held in the Council Chamber located at City Hall, 1243 National City Boulevard, National City, CA 91950, the meetings are open to the public.

Agendas and Material: Agendas and Agenda Packet for items listed are available on the City website, and distributed to the City Council no less than 72 hours prior to the City Council Meeting. Sign up for E-Notifications to receive alerts when items are posted.

Public Participation: Encouraged in a number of ways as described below. Members of the public may attend the City Council Meeting in person, watch the City Council Meeting via live web stream, or participate remotely via Zoom. Recording of Meetings are archived and available for viewing on the City’s website.

Public Comment: Persons wishing to address the City Council on matters not on the agenda may do so under Publi c Comments. Those wishing to speak on items on the agenda may do so when the item is being considered. Please submit a Speaker’s Slip to the City Clerk prior to the meeting or immediately following the announcement of the item. All comments will be limi ted up to three (3) minutes. The Presiding Officer shall have the authority to reduce the time allotted to accommodate for a large number of speakers. (City Council Policy 104) If you wish to submit written comment email to the City Clerk’s Office at least 2 hours prior to the City Council Meeting to allow time for distribution to the City Council.

Spanish Interpretation Services: Spanish Interpretation Services are available, please contact the City Clerk prior to the start of the meeting for assistance.

American Disabilities Act Title II: In compliance with the American Disabilities Act of 1990, persons with a disability may request an agenda in appropriate alternative formats as required by Title II. Any person with a disability who requires a modification or accommodation in order to participate in a meeting should direct such request to the City Clerk’s Office (619) 336 -4228 at least 24 hours in advance of the meeting.

The City Council also sits as the City of National City Community Development Commission, Housing Authority, Joint Powers Financing Authority, and Successor Agency to the Community Development Commission as the National City Redevelopment Agency
Gracias por participar en las reuniones del gobierno local y del Consejo de la Ciudad de National City.

Reuniones: Las reuniones regulares del Consejo Municipal se llevan a cabo el primer y tercer martes del mes a las 6:00 p.m. La reunión especial de sesión privada y los talleres pueden ser el mismo día, la hora de inicio se bas a en las necesidades. Consulte las agendas especiales para conocer los horarios.

Ubicación: Las reuniones regulares del Concejo Municipal se llevan a cabo en la Cámara del Consejo ubicada en el Ayuntamiento, 1243 National City Boulevard, National City, CA 91950, las reuniones están abiertas al público.

Agendas y Material: Las Agendas y el Paquete de Agenda para los temas enumerados están disponibles en el sitio web de la Ciudad y se distribuyen al Concejo Municipal no menos de 72 horas antes de la Reunión del Concejo Municipal. Regístrese para recibir notificaciones electrónicas cuando se publiquen artículos.

Participación pública: Se fomenta de varias maneras como se describe a continuación. Los miembros del público pueden asistir a la Reunión del Conc ejo Municipal en persona, ver la Reunión del Concejo Municipal a través de la transmisión web en vivo o participar de forma remota a través de Zoom. Las grabaciones de las reuniones están archivadas y disponibles para su visualización en el sitio web de la Ciudad.

Comentario Público: Las personas que deseen dirigirse al Concejo Municipal sobre asuntos que no están en la agenda pueden hacerlo bajo Comentarios públicos. Quienes deseen hacer uso de la palabra sobre los temas del programa podrán hacerlo cuand o se esté examinando el tema.

Por favor, envíe una solicitud del orador al Secretario de la Ciudad antes de la reunión o inmediatamente después del anuncio del artículo. Todos los comentarios estarán limitados a tres (3) minutos. El Presidente tendrá la autoridad para reducir el tiempo asignado para dar cabida a un gran número de oradores. (Política del Concejo Municipal 104) Si desea enviar comentarios por escrito, envíe un correo electrónico a la Oficina del Secretario de la Ciudad al menos 2 horas ant es de la Reunión del Consejo Municipal para dar tiempo a la distribución al Consejo Municipal.

Servicios de interpretación en español: Los servicios de interpretación en español están disponibles, comuníquese con el Secretario de la Ciudad antes del inicio de la reunión para obtener ayuda.

Título II de la Ley de Discapacidades Americanas: En cumplimiento con la Ley de Discapacidades Americanas de 1990, las personas con discapacidad pueden solicitar una agenda en formatos alternativos apropiados según lo req uerido por el Título II. Cualquier persona con una discapacidad que requiera un modificación o adaptación para participar en una reunión debe dirigir dicha solicitud a la Oficina del Secretario de la Ciudad (619) 336 -4228 al menos 24 horas antes de la reunión.

AGENDA
Consolidated Regular Meeting

Tuesday, February 7, 2023, 6:00 p.m.

City Council Chamber - 1243 National City Boulevard
National City, CA
Pages

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE TO THE FLAG

4. PUBLIC COMMENT
In accordance with State law, an item not scheduled on the agenda may be brought forward by the general public for comment; however, the City Council will not be able to discuss or take action on any issue not included on the agenda. Speakers will have up to three (3) minutes.

5. PROCLAMATIONS AND RECOGNITION

5.1 Introduction of New City Employees 5

5.2 Presentation of Proclamation - 82nd Airborne Division, San Diego Chapter - Honor Guard Day
6 6. REGIONAL BOARDS AND COMMITTEE REPORTS (Limited to Five (5) Minutes each)

7. CONSENT CALENDAR
The Consent Calendar may be enacted in one motion by the City Council with a Roll Call Vote without discussion unless a Councilmember, a member of the Public, or the City Manager request an item be removed for discussion. Items removed from the Consent Calendar will be considered immediately following the adoption of the Calendar.

7.1 Approval of Reading by Title Only and Waiver of Reading in Full of Ordinance on this Agenda

7.2 Approval of City Council Meeting Minutes. 7
Recommendation:

Approve and file.

7.3 Authorizing the City to piggyback onto San Diego Unified Port District Agreement #70-2022MA with Data Ticket, Inc., for Parking Citation Processing Services in a not-to-exceed amount of $70,000.
19 Recommendation:

Adopt the Resolution Entitled, “Resolution of the City Council of the City of National City, waiving the formal bid process pursuant to National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City to piggyback onto San Diego Unified Port District Agreement #70-2022MA with Data Ticket, Inc., for Parking Citation Processing Services in a not-to-exceed amount of $70,000.“

7.4 Approval of Agreement with EXOS Community Services LLC for Las Palmas Pool Operations
108
Recommendation:

Adopt a Resolution Entitled, “Resolution of the City Council of the City of National City, California, authorizing the Mayor to Execute a Service Agreement between the City of National City and EXOS Community Services, LLC, to provide Aquatic Programs and Services at Las Palmas Pool located at 1800 East 22nd Street.”

7.5 Memorandum of Agreement between the California Department of Transportation and the City of National City for the preparation and approval of the environmental document for the I-5/SR-15/Harbor Drive 2.0 Connected Corridor project.
140
Recommendation:

Resolution of the City Council of the City of National City, California, Authorizing City Manager or Designee to Execute a Memorandum of Agreement between the California Department of Transportation and the City of National City for the Preparation and Approval of the Environmental Document for the I-5/SR-15/Harbor Drive 2.0 Connected Corridor Project.

7.6 Acceptance of a Grant of Easement and Right-of-Way from National Plaza LLC and Plaza Blvd LLC for the private street commonly known as a portion of N Avenue, for the installation of bicycle lanes and other improvements. 152
Recommendation:

Adopt a Resolution Entitled, “Resolution of the City Council of the City of National City, California, Accepting and Authorizing the City Manager to Sign a Grant of Easement and Right-of-Way from National Plaza LLC, and Plaza Blvd LLC, for the private street commonly known as a portion of N Avenue, for the installation of bicycle lanes and other improvements associated with the Central

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Community Mobility Enhancements Project, CIP No. 19-23.”

7.7 Semi-Annual Report – Boards, Commissions, and Committee Attendance Report – Includes Fourth Quarter and Full Calendar Year 2022 169
Recommendation:

Receive and file.

7.8 Temporary Use Permit – Circus Vargas event sponsored by Circus Vargas from February 17, 2023 to February 27, 2023 at the Westfield Plaza Bonita Mall with no waiver of fees.
182
Recommendation:

Approve the application for a Temporary Use Permit subject to compliance with all conditions of approval with no waiver of fees.

7.9 Warrant Register #23 for the period of 12/2/22 through 12/8/22 in the amount of $715,173.08.
216
Recommendation:

Ratify Warrants Totaling $715,173.08

7.10 Warrant Register #24 for the period of 12/9/22 through 12/15/22 in the amount of $3,727,077.84
220
Recommendation:

Ratify Warrants Totaling $3,727,077.84

8. PUBLIC HEARING
The following item(s) have been advertised as public hearing(s) as required by law.

8.1 Public Hearing and Introduction of Multiple Ordinances Amending the National City Municipal Code Chapters 15.08, 15.14, 15.20, 15.24, 15.28, 15.75, 15.78, and 15.79 related to California Codes for Fire, Electrical, Energy, Building, Plumbing, Mechanical,
225
Recommendation:

Introduce the Ordinances for the 2022 California Fire Code and the National Fire Protection Association Standards; the 2022 California Building Code; the 2022 California Electrical Code and 2020 National Electrical Code; the 2022 California Energy Code; Appendix J of the 2022 California Building Code, and Amending Chapter 15.70 (Grading) of the National City Municipal Code; the 2022 California Green Building Standards Code; the 2022 California Mechanical Code; the 2022 California Plumbing Code; and the 2022 California Residential Code and all Appendices related to these Codes; receive public input; and schedule for the meeting of February 21, 2023, for consideration and adoption.

8.2 Public Hearing and Introduction of an Ordinance of the City Council of the City 276

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of National City, California Establishing the Compensation of the Mayor and City Council.

Recommendation:

Introduce an ordinance adjusting Mayor and City Council compensation in accordance with City Council direction.

9. STAFF REPORTS

9.1 Senior Nutrition Infrastructure Grant Acceptance 279 Recommendation:

Adopt a Resolution Entitled, “Resolution of the City Council of the City of National City, California, authorizing the Mayor to execute an amendment to the agreement between the City of National City and the County of San Diego to accept the Senior Nutrition Infrastructure Grant and establish grant fund appropriations of $198,815 and corresponding revenue budget.”

9.2 Resolution of the City Council of the City of National City, California authorizing various fiscal year 2023 first quarter budget adjustments 342
Recommendation:

Accept the staff report and adopt the resolution authorizing fiscal year 2023 supplemental budget appropriations.

10. CITY MANAGER’S REPORT

11. ELECTED OFFICIALS REPORT

11.1 POLICY 105 REQUEST - Street Sweeping Schedule and Associated Policy/Procedures Requested by Councilmember Rodriguez
348

11.2 POLICY 105 REQUEST - City Council Policy #901 Management of Real Property (Sale, Lease, Rental, Surplus) Requested by Councilmember Rodriguez
349

12. CITY ATTORNEY REPORT

13. ADJOURNMENT
Regular Meeting of the City Council of the City of National City - Tuesday, February 21, 2023 - 6:00 p.m. - Council Chambers - National City, California.

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AGENDA REPORT

Department: City Clerk's Office
Prepared by: Shelley Chapel, Interim City Clerk
Meeting Date: Tuesday, February 7, 2023
Approved by: Brad Raulston, City Manager

SUBJECT:

Approval of City Council Meeting Minutes.

RECOMMENDATION:

Approve and file.

BOARD/COMMISSION/COMMITTEE PRIOR ACTION:

Not Applicable.

EXPLANATION:

Meeting Minutes:

January 17, 2023 City Council Special Meeting
January 17, 2023 City Council Regular Meeting

FINANCIAL STATEMENT:

None.

RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:

Not Applicable.

ENVIRONMENTAL REVIEW:

This is not a project under CEQA and is therefore not subject to environmental review.CCR15378; PRC 21065.

PUBLIC NOTIFICATION:

Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.

ORDINANCE:

Not Applicable

EXHIBITS:

Exhibit A – January 17, 2023 City Council Special Meeting – Meeting Minutes Exhibit B – January 17, 2023 City Council Regular Meeting – Meeting Minutes

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SPECIAL MEETING MINUTES OF THE CITY COUNCIL

January 17, 2023, 5:00 p.m.

City Council Chamber - 1243 National City Boulevard
National City, CA

Present: Mayor Morrison
Vice-Mayor Molina
Councilmember Bush (Via Zoom)
Councilmember Rodriguez
Councilmember Yamane

Others Present: Shelley Chapel, Interim City Clerk
Barry J. Schultz, City Attorney
Brad Raulston, City Manager
Frank Parra, Assistant City Manager
Tonya Hussain, Executive Secretary
_____________________________________________________________________

1. CALL TO ORDER
The meeting was called to order at 5:01 p.m. by Mayor Morrison.

AB 2449 Request:

City Councilmember Bush requested to attend the meeting virtually due to “emergency circumstances.”
Mayor Morrison explained the protocol for AB 2449 Teleconference Attendance of a City Councilmember.

Mayor Morrison confirmed that at least a quorum of the legislative body is present at the location of the meeting in City Council Chamber as identified on the agenda.

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Mayor Morrison confirmed a two -way visual and telephonic service and a live webcasting of the meeting to allow the public to hear, and observe the meeting was available, and the opportunity for public to attend via call -in option, Zoom, and in-person location of the meeting.

This will be the first virtual City Council M eeting Councilmember Bush has attended in 2023 under the AB 2449 provision due to “Emergency Circumstances.”
Councilmember Bush confirmed there was no other indi vidual over the age of 18 present at the remote location with him.

ACTION: Motion by Councilmember Rodriguez, seconded by Councilmember Yamane to approve the remote participation of Councilmember Bush due to “Emergency Circumstance.”
Motion approved unanimously.

2. ROLL CALL
All members present.

3. PLEDGE OF ALLEGIANCE TO THE FLAG
Vice-Mayor Molina led the Pledge of Allegiance.

4. PUBLIC COMMENT
No Public Comment was received.

5. CLOSED SESSION
Members retired into Closed Session at 5:16 p.m. and returned at 5:49 p.m. with all members present in attendance: Morrison, Molina, Bush (via Zoom), Rodriguez, Yamane, Schultz.

Announcement of actions taken in Closed Session shall be made at the Regular City Council Meeting following this meeting at 6:00 p.m.

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Government Code Section 54957.6
Position to be Reviewed: City Manager

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6. ADJOURNMENT
Mayor Morrison adjourned to the Regular Meeting of the City Council of the City of Nat ional City, Tuesday, January 17, 2023, 6:00 in the Council Chamber, located in City Hall, 1243 National City Boulevard, National City, California.

The meeting adjourned at 5:49 p.m.

__________________________
Shelley Chapel, MMC, Interim City Clerk

The foregoing minutes were approved at the Regular Meeting of February 7, 2023.

__________________________
Ron Morrison, Mayor

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REGULAR MEETING MINUTES OF THE CITY COUNCIL

January 17, 2023, 6:00 p.m.

City Council Chamber - 1243 National City Boulevard
National City, CA

Present: Mayor Morrison
Vice-Mayor Molina
Councilmember Bush (via Zoom)
Councilmember Rodriguez
Councilmember Yamane

Others Present: Brad Raulston, City Manager
Barry Schultz, City Attorney
Frank Parra, Assistant City Manager
Shelley Chapel, Interim City Clerk (via Zoom)
Tonya Hussain, Executive Secretary
Carlos Aguirre, Director of Housing
Molly Brennan, Administrative Services Director
Tonya Hussain, Executive Secretary
Joanne McGee, Community Services Manager
Sergio Mora, Fire Battalion Chief
Joyce Ryan, Library & Community Services Director
Jose Tellez, Chief of Police
Armando Vergara, Director of Community Development
Roberto Yano, Director of Public Works and City Engineering

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1. CALL TO ORDER
A Regular Meeting of the City Council of the City of National City was called to order at 6:04 p.m. via teleconference and in the Council Chamber, located in City Hall, 1243 National City Boulevard, National City, California.

AB 2449 Request:

Mayor Morrison confirmed that at least a quorum of the legislative body is present at the location of the meeting in City Council Chamber as identified on the agenda.

This will be the first virtual City Council Meeting Councilmember Bush has attended in 2023 under the AB 2449 provision due to “Emergency Circumstances.”
Councilmember Bush confirmed there was no other individual over the age of 18 present at the remote location with him.

ACTION: Motion by Councilmember Rodriguez, seconded by Councilmember Yamane to approve the remote participation of Councilmember Bush due to “Emergency Circumstance.”
Motion approved unanimously.

2. ROLL CALL
Councilmembers present: Morrison, Molina, Bush (via Zoom), Rodriguez, Yamane Other elected officials: Treasurer Mitch Beauchamp
Administrative Officials present: Raulston, Parra, Schultz, Chapel (via Zoom), Aguirre, Brennan, Hussain, McGee, Mora, Ryan, Tellez, Vergara, Yano Interpretation in Spanish provided by Carlos Diaz and Luisa Diaz de Leon.

3. PLEDGE OF ALLEGIANCE TO THE FLAG
Councilmember Yamane led the Pledge of Allegiance. Invocation was delivered.

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4. PUBLIC COMMENT
Mayor Morrison summarized the process for acceptance of live public comment allowing two (2) minutes per comment and introduced Interim City Clerk Chapel.

Comment received via Zoom:

Terri-Ann Skelly
Judith Strang
Barbara Gordon
Peggy Walker
Becky Rapp
Jacqueline Reynoso
In-person comment:

Stephanie Delgado
Rosaura Delgado
Sherry Gogue
Laura Wilkinson Sinton
Ted Godshalk
Geoffrey Schrock
Jeremy Day
Dukie Valderrama
Karla Apalategui
Adrian Rodriguez, SEIU
Morgan White, SEIU

5. PROCLAMATIONS AND RECOGNITION

5.1 Employee of the Quarter - Kevin Hamel, Fire Engineer Fire Chief Mora presented the item and recognized Fire Engineer Kevin Hamel.

5.2 Retiree Service Recognition - Steve Shephard, Police Sergeant Mayor Morrison announced that this item would be heard at the February 7, 2023 City Council meeting.

6. PRESENTATION (Limited to Five (5) Minutes each)

6.1 Presentation of 2023 Storm Water Calendar Winners
Presented by Engineering and Public Works Department, Management Analyst Tirza Gonzales, who introdu ced the youth calendar winners. Ms. Gonzales introduced National School District Superintendent Leighangela Brady who addressed the City Council.

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7. REGIONAL BOARDS AND COMMITTEE REPORTS
Port of San Diego Commissioner Sandy Naranjo provided an update on the National City Balanced Plan and Pepper Park.

Vice-Mayor Molina provided an update on the San Diego Association of Governments Board.

Mayor Morrison reported that the Sweetwater Authority meeting was cancelled.

Councilmember Bush provided an update on the business of the Air Pollution Control District.

8. CONSENT CALENDAR
ACTION: Motion by Councilmember Bush, seconded by Councilmember Rodriguez to approve the Consent Calendar Items 8.1 through 8.11.

Motion carried by unanimous vote.

8.1 Approval of Reading by Title Only and Waiver of Reading in Full of Ordinance on this Agenda
Motion carried by unanimous vote

8.2 Approval of City Council Meeting Minutes.

Approve and file.

Motion carried by unanimous vote

8.3 Affordable Housing Density Bonus Agreement for 1628 Orange Street Adopted Resolution No. 2023-1
Approve the Resolution Entitled, “Resolution of the City Council of the City of National City, California (1) approving an Affordable Housing Density Bonus Agreement with Orange St. Partners, LLC, a California limited partnership, restricting the rent and occupancy of one (1) unit to a very low income household in exchange for two concessions pursuant to California Government Code Sections 65915 – 65918 for the development of 8 housing units located at 1628 Orange Street in National City.”
Motion carried by unanimous vote

8.4 Awarding a Contract to E&H General Contracting Inc. for the MLK Community Center – Kitchen Upgrades and New Flooring CIP No. 22-06 Adopted Resolution No. 2023-2.

Adopt a Resolution Entitled, "Resolution of the City Council of the City of National City, California, 1) awarding a contract to E&H General Contracting Inc.

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in the not -to-exceed amount of $599,810 for the MLK Community Center – Kitchen Upgrades and New Flooring Project CIP No. 22-06 2) authorizing a 15% contingency in the amount of $89,972 for any unforeseen changes; and 3) authorizing the Mayor to execute the contract.”
Motion carried by unanimous vote

8.5 Notice of Decision – Planning Commission approval - Conditional Use Permit for on-sale beer, wine, and distilled spirits (Type 47) at a proposed restaurant (Texas Roadhouse) to be located at 1908 Sweetwater Rd.

Staff concurs with the decision of the Planning Commission and recom mends that the Notice of Decision be filed (Case File No. 2022 -33 CUP) (Community Development – Planning).

Motion carried by unanimous vote

8.6 Investment transactions for the month ended October 31, 2022.

Accept and file the Investment Transaction Ledger for the month ended October 31, 2022.

Motion carried by unanimous vote

8.7 Warrant Register #18 for the period of 10/28/22 through 11/03/22 in the amount of $3,085,499.65
Ratify Warrants Totaling $3,085,499.65
Motion carried by unanimous vote

8.8 Warrant Register #19 for the period of 11/04/22 through 11/10/22 in the amount of $518,728.25
Ratify Warrants Totaling $518,728.25
Motion carried by unanimous vote

8.9 Warrant Register #20 for the period of 11/11/22 through 11/17/22 in the amount of $5,702,924.29
Ratify Warrants Totaling $5,702,924.29
Motion carried by unanimous vote

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8.10 Warrant Register #21 for the period of 11/18/22 through 11/24/22 in the amount of $1,571,871.71
Ratify Warrants Totaling $1,571,871.71
Motion carried by unanimous vote

8.11 Warrant Register #22 for the period of 11/25/22 through 12/01/22 in the amount of $3,493,881.88
Ratify Warrants Totaling $3,493,881.88
Motion carried by unanimous vote

9. STAFF REPORTS

9.1 Resolution of the City of National City, California authorizing the Police Lateral Officer Bonus Program from January 2023 through December 2024 Presented by Administrative Services Director Molly Brennan. Police Chief Tellez answered questions posed by the City Council.

Adopted Resolution No. 2023-3.

ACTION: Approved the Resolution Entitled, “Resolution of the City Council of the City of National City, California, Authorizing the Police Officer Lateral Bonus Program from January 2023 through December 2024.”
Motion carried by unanimous vote

9.2 Exclusive Negotiating Agreement between the City of National City and Tower 999, LLC for the disposition of City-owned real property located at 921, 925, and 929 National City Boulevard, National City and dev elopment of a mixed -use housing project.

Councilmember Yamane recused on the item and disclosed that she had received a campaign contribution within the last 12 months from the applicant.

Councilmember Yamane exited Council Chamber.

Housing Director Carlos Aguirre introduced Kosmont Companies Senior Vice President Wil Soholt who presented the item utilizing a PowerPoint Presentation.

In-Person Public Comment:

Mark Marquez
Robert Moreno
Adopted Resolution No. 2023-4.

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Approve a Resolution Entitled, “Resoluti on of the City Council of the City of National City, California authorizing the City Manager to execute an Exclusive Negotiating Agreement by and between the City of National City and Tower 999, LLC, a Nevada limited liability company for the disposition o f City -owned real property located at 921, 925, and 929 National City Boulevard and development of a seven -story, mixed use building with approximately 9,294 square feet of retail/commercial space and 127 rental dwelling units.” ACTION: Motion by Councilme mber Bush, seconded by Councilmember Rodriguez to approve the staff recommendation with an amendment that the terms include a Project Labor Agreement, free transit passes provided by the developer, and a homeownership component.

Friendly amendment by Coun cilmember Rodriguez that the terms include a student housing component.

Original motion:

Ayes: Morrison, Bush, Molina, Rodriguez
Nays: None.

Recused: Yamane
Motion carried by 4-0 vote.

Councilmember Yamane returned to the dais at 8:09 p.m.

9.3 Compensation of Mayor and City Council.

City Attorney Barry Schultz introduced the item.

Recommendation: Discuss and provide direction to staff.

ACTION: Motion by Councilmember Bush, seconded by Councilmember Rodriguez to increase the salary of the Mayor and City Council by 30%.

Substitute Motion by Vice -Mayor Molina to increase the salary by 15%. Motion died for lack of a second.

Original motion:

Ayes: Molina, Bush, Rodriguez, Yamane
Nays: Morrison
Motion carried by 4-1 vote.

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10. CITY MANAGER’S REPORT
City Manager Brad Raulston thanked staff for their hard work and provided information regarding San Diego Community Power.

11. ELECTED OFFICIALS REPORT
Closing remarks were provided by City Treasurer, and members of the City Council.

12. CITY ATTORNEY REPORT

CLOSED SESSION
Mayor Morrison introduced City Attorney Schultz who announced that on December 6, 2022 the City Council unanimously approved a settlement related to a sewage spill.

City At torney Schultz reported that discussions related to the Public Employee Performance Evaluation would be continued to a Closed Session meeting on February 7, 2023.

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Government Code Section 54957.6
Position to be Reviewed: City Manager

13. ADJOURNMENT
Mayor Morrison adjourned to the Regular Meeting of the City Council of the City of National City, Tuesday, February 7, 2023, 6:00 in the Council Chamber, located in City Hall, 1243 National City Boulevard, National City, California.

The meeting adjourned at 8:59 p.m.

__________________________________
LaTonya Hussain, Executive Secretary

The foregoing minutes were approved at the Regular Meeting of February 7, 2023.

________________________________
Ron Morrison, Mayor

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AGENDA REPORT

Department: Community Development
Prepared by: Armando Vergara, Director of Community Development Meeting Date: Tuesday, February 7, 2023
Approved by: Brad Raulston, City Manager

SUBJECT:

Authorizing the City to piggyback onto San Diego Unified Port District Agreement #70-2022MA with Data Ticket, Inc., for Parking Citation Processing Services in a not -to-exceed amount of $70,000.

RECOMMENDATION:

BOARD/COMMISSION/COMMITTEE PRIOR ACTION:

Not Applicable.

EXPLANATION:

The management of parking supply plays a critical role in economic growth of an urban city, like National City. The proper management of this infrastructure affects the quality of life of residents and the operation of businesses. Currently, parking enforcement operate s out of the City’s Neighborhood Services Division of the Community Development Department with a staff of three (3) officers and a manager. The Police Department also plays an important role in providing parking enforcement. Last year, the City of National City issued approximately 9,000 citations.

The City must provide professional parking citation processing services that are compliant with all laws in the State of California. These services also need to be available 24 hours a day and 7 days a week providing real time, online access to the system for City staff and citizens. DMV and adjudication services must be streamlined and simple to use and online permitting for parking districts is essential.

The City is currently in the process of updating Title 11 of the Nationa l City Municipal Code (“NCMC”) – Vehicles and Traffic to codify a systematic approach to the overall parking program.

The proposed updates will include opportunities for increased curb space management, paid parking approaches, expansion of the existing r esidential parking permit program, inclusion of employee parking options and other parking methodologies. The updates, when combined with the addition of enforcement and citation processing, will enhance National City’s parking program, particularly related to the user experience.

City staff recommends hiring Data Ticket, Inc. to provide on -going parking citation processing services in the future due to their vast experience and expertise in this field since 1989. Data Ticket, Inc. currently provides services to approximately 400 agencies nationally.

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The proposed agreement (Exhibit A) has a term of five years with cancellation rights by either party to the other with no less than 90 days prior to the end of the scheduled term . The formal bid process is waived pursuant to National City Municipal Code Section 2.60.260 regarding cooperative purchasing that authorizes the City to piggyback onto San Diego Unified Port District (SDUPD) Agreement #70-2022MA with Data Ticket, Inc., for Parking Citation Processing Services (Exhibit C). Said agreement was solicited through formal bid by the S DUPD per Request For Proposals 22-04MA: Parking Citation Processing Services.

FINANCIAL STATEMENT:

The funding included in the FY23 Parking Authority/Neighborhood Services Maintenance & Operations budget. No additional appropriations are required.

420-420-137-355-0000 - $70,000

The total fee shall not exceed $70,000 per fee schedule attached as Exhibit B.

RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:

Public Safety

ENVIRONMENTAL REVIEW:

This is not a project under CEQA and is therefore not subject to environmental review.CCR15378; PRC 21065.

PUBLIC NOTIFICATION:

Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.

ORDINANCE:

Not Applicable

EXHIBITS:

Exhibit A - Data Ticket, Inc. - Scope of Services and Performance Agreement for National City Exhibit B - Data Ticket, Inc. - Parking Fee Schedule for National City Exhibit C - Agreement with Data Ticket, Inc. and the SDUPD Exhibit D - Resolution

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 1 – 01/11/2023 - 1 -

SCOPE OF SERVICES AND PERFORMANCE AGREEMENT

Data Ticket, Inc.
2603 Main Street, Suite 300
Irvine, California 92614
(here-in-after sometimes referred to as "Company")

AND:

City of National City
1243 National City Boulevard
National City, California 91950
(here-in-after sometimes referred to as "Agency")

The Company intends to provide for the processing of fines, bail and forfeiture thereof, in connection with the issuance of citations for illegal parking pursuant to the laws of the California.

ARTICLE I - CITATION PROCESSING

1.1 Referral and Reconciliation: COMPANY shall receive and process parking citations which COMPANY shall receive from AGENCY. COMPANY will provide a reconciliation of the number of citations received from AGENCY.

1.2 Determination of Processable Citations: COMPANY shall screen the parking citations referred to it by AGENCY to determine if the citation is processable. If the citation is determined by COMPANY to be unprocessable (e.g., essential processing information is missing), COMPANY shall return the citation to AGENCY within seven (7) days of receipt, by COMPANY'S office, for clarification. COMPANY will be paid the contractual rate hereinafter provided, for citations properly returned to the AGENCY as unprocessable.

1.3 Collection and deposit of funds: A "direct deposit" system shall be employed for all funds received in payment of citations. The AGENCY shall own the account and deposits shall be made directly into the account by the COMPANY for the collecting AGENCY. The COMPANY will invoice the AGENCY for services rendered. Payment in full shall be due within thirty (30) days after which interest shall be accrued at the rate of 6%, (or lower if any statutes, rules or regulations prohibit this rate). If the COMPANY deposits into an account held jointly between the AGENCY and the COMPANY, the COMPANY shall reconcile the account the month following the banking activity, disburse all revenue due the AGENCY, the COMPANY, any tax or surcharge

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 2 – 01/11/2023 - 2 - liability and all refunds and provide all supporting documentation for the AGENCY records.

1.4 Identification of Registered Vehicle Owners: COMPANY shall exert best efforts and attempt to obtain the name and address of the registered vehicle owner from the State Department of Motor Vehicles (DMV) for each vehicle for which a parking citation has been issued but payment for which has not been received within the required time period. COMPANY shall follow all procedures specified by the DMV, and be consistent with the Vehicle Code when identifying registered vehicle owners.

1.5 Verification of Ownership: COMPANY will take reasonable measures to identify and verify registered vehicle owners. Such measures will take into consideration factors such as issuance of new license plates; address changes; license plate transfers to other vehicles; name changes; and the validity of plates and registration during specific time periods applicable to individual cases.

1.6 Delinquency Notices: In accordance with State law, COMPANY will generate and mail (presorted, first-class postage) no sooner than allowable by law, a delinquency notice to all identified registered owners of vehicles who fail to pay their parking citation fines or to post bail in the required manner. The mailed notice will include all information required by the State Vehicle Code, including, but not limited to the following:

A. The parking citation issuance date and number;
B. The consequences of nonpayment (i.e., a hold on the vehicle registration and the imposition of penalties, towing, or issuance of a possible warrant for arrest);
C. The amount of fines and fees due and payable;
D. Affidavit of Non-Ownership.

1.7 Registration Holds: The COMPANY will provide the system and procedures and will interface with the State Department of Motor Vehicles to place a hold on vehicle registration having unpaid parking fines and fees due against those vehicles in accordance with the Vehicle Code and any other applicable State and local laws. The notification will be given within a reasonable period of time after issuance of a delinquency notice. The period of time will not exceed the time limits provided by state and local law.

1.8 Removal of Registration Holds: COMPANY will provide the system and procedures and will interface with the State Department of Motor Vehicles to remove registration holds when a registered vehicle owner satisfies the entire amount of parking citation fines, penalties, and fees due against the vehicle and establishes such payment to the satisfaction of COMPANY.

1.9 Contested Citations: In the event a registered vehicle owner disputes the liability for the outstanding parking citation, COMPANY will advise the registered vehicle owner

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 3 – 01/11/2023 - 3 - of his/her right to request an appeal according to the laws in the state of citation issue. All contested citations will be forwarded to the appeals administrator or AGENCY within the prescribed time period so that the matter can be adjudicated.

1.10 Appeals: If requested by AGENCY, the COMPANY will schedule and conduct appeals in accordance with state law, to respond to parking violators wishing to contest their citations.

The COMPANY will provide a toll-free number for contestants to call, correspond with contestants and notify them of decisions; maintain records of dispositions and appeal paperwork and refer all paperwork to Court if required. The COMPANY shall not be responsible for the AGENCY'S failure to provide correct or timely infraction information. The AGENCY shall be responsible to pay any court filing fees due, if appeals are sent to Court and earlier decisions are overturned by the Court.

1.11 Citations Disposed of by Hearing/Court: The COMPANY may be required, as a result of court action, to reduce or cancel, on an individual basis, parking citations which have been referred to it. COMPANY shall be paid the contractual rate hereinafter provided for processing the citation regardless of the outcome of court action. COMPANY will maintain records indicating any reduction or cancellations of parking citations as a result of hearing/ court action.

Parking citations that are dismissed as a result of hearing/court action, will have the dismissal processed by the COMPANY promptly after receipt from the Hearing/Court.

1.12 Suspension of Processing: COMPANY will suspend processing on any citation referred to it for processing upon written notice to do so by an authorized officer of the AGENCY. COMPANY will promptly return any citation or facsimile properly requested by the AGENCY. COMPANY will maintain records indicating any suspension of citation as a result of AGENCY'S request.

COMPANY shall be paid the contractual rate hereinafter provided for processing the citations suspended by the AGENCY.

1.13 Payments by U.S. Mail: It is the citizen’s responsibility to ensure that payments are received on or before the date due. The date received by the COMPANY will be the criteria to establish any delinquent fees due.

1.14 Parking Citation System Master File Update: COMPANY will regularly, on a daily basis, update the parking citation database with new citations, payments, reductions, cancellations, dismissals and any other pertinent data.

ARTICLE II - PAYMENT PROCESSING

2.1 Disposition Processing: COMPANY will maintain all citation dispositions for a minimum of two (2) years. Closed citations will remain on-line for at least one (1) year, for research and statistical purposes.

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 4 – 01/11/2023 - 4 -

2.2 Payments Processing: COMPANY shall process citation payments within twenty-four (24) hours of receipt. Payments shall be immediately posted in one (1) of three (3) following categories:

"Regular Payments" are payments with the correct bail, paid on or before the due date. (This includes payments properly complying with prior Notices-of-Intent).

"Partial Payments" are payments paid for less than the amount of bail due. A notice or additional correspondence may advise defendant of late charges and/or incorrect bail.

"Court/Hearing Requests" are all requests for administrative/court hearings by defendants.

These requests are sorted so that bail submitted is immediately posted, and if needed the original citations are retrieved.

2.3 Miscellaneous Letters Processing: COMPANY will receive and review all miscellaneous correspondence. These are generally letters requesting meter checks, refunds, voids, or otherwise setting forth complaints. These letters will be researched by COMPANY for proper follow-up either by AGENCY or by COMPANY.

2.4 Batching Procedures: COMPANY shall maintain an effective method of internal control procedures. Such procedures shall involve reconciliation of all payments received using generally accepted accounting principles. After proper reconciliation, deposit slips shall be prepared for and deposits made at the appropriate bank, including an itemized listing of all batch numbers included in the deposit. The batch of citation payment documentation shall then be scanned and stored electronically on the network for a minimum period of three (3) years.

2.5 Cash Payments: COMPANY shall maintain an effective method of handling cash payments.

All cash received through the mail, shall be logged in a cash journal. Thereafter, effective internal control procedures shall be implemented to reconcile such payments, using generally accepted accounting principles.

2.6 Deposits: All deposits shall be made daily, subject to regular banking hours.

Deposits shall be itemized and detailed information will be captured regarding submitted funds.

Deposit slips shall be prepared in triplicate. If a joint account between COMPANY and AGENCY is opened, all deposits shall be directly deposited and COMPANY shall perform all reconciliation and check generation along with monthly invoicing.

If only the AGENCY'S designated bank account is used, COMPANY will deposit directly into the designated account, but will have no authorization to perform any other duties. Monthly invoicing will be generated by the parking management system and AGENCY will be responsible

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 5 – 01/11/2023 - 5 - to reconcile the account and cut all checks. In that case, AGENCY will supply deposit slips and endorsement stamp to COMPANY

2.7 Revenue Report: A monthly revenue report will list all revenues received during a given month. This report will also provide information regarding the AGENCY'S responsibility for any taxes on collected funds.

ARTICLE III – WEB SITE

3.1 Citation Management Web Site: The COMPANY offers a web site for AGENCY review and interface of its database, including all citations and information relating to changes in status.

3.2 Patron Web Site Access: When the AGENCY has web site access, the citizens who receive citations will be able to access the web site to review their individual citations, pay on-line and appeal on-line.

3.3 Web Site Interaction: The web site may be “view only” or “interactive,” for AGENCY staff depending on requirements of the AGENCY.

3.4 Web Site Reports: Web site reports are available to the AGENCY on a daily 24/7 schedule and export into Excel for easy flexible reporting.

3.5 Web Site Cost: User ID’s and passwords will be assigned to the AGENCY at no cost.

ARTICLE IV – ADDITIONAL SERVICES

4.1 California Vehicle Code 40215: Services provided include accepting, scheduling, reviewing and hearing of first and second level administrative appeals, interfacing and providing backup for Court appearances and notifying AGENCY contestants by phone and in writing of decisions.

The AGENCY shall be responsible to pay the $25.00 Court filing fee if the review and administrative hearing decisions are overturned by the Court.

4. 2 Other Collections: COMPANY shall retain a percent of payments collected on delinquent citations which have been processed in accordance with the current Agreement, and meet the following criteria:

A. Delinquent citations; those for which the California State Department of Motor Vehicles have been placed on a registration hold and/or dropped from the registration hold due to a transfer of ownership or non-renewal of registration or a registration hold has not been placed, but the normal daily

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 6 – 01/11/2023 - 6 - processing cycle is complete.

B. Citations with out-of-state license plates.

C. Any other problem or special citations that AGENCY so designates and refers to COMPANY under this Agreement.

4.3 Postal Rate Increase: The COMPANY will maintain auditable records to document the COMPANY'S actual postage costs associated with the mailing of delinquency notices for unpaid citations and for other mailings related to the processing of correspondence. If there is a postal increase, that increase will be invoiced effective on the date that the postal rate increase goes into effect.

ARTICLE V - GENERAL

5.1 Public Inquiries: The COMPANY will respond to reasonable inquiry by telephone or letter of a nonjudicial nature. Inquiries of a judicial nature will be referred to the AGENCY for determination, unless the COMPANY has been designated to handle appeals.

5.2 COMPANY Limitations: COMPANY will not take legal action or threaten legal action in any specific case without AGENCY'S prior approval.

5.3 Use of Approved Forms: AGENCY shall have the right to reasonable approval of all forms, delinquency notices, and correspondence sent by the COMPANY. These must conform to State and local law.

5.4 Books and Records: COMPANY will maintain adequate books or records for parking citations issued within the AGENCY'S jurisdiction and referred to COMPANY for processing.

Such books or records, and related computer processing data, shall be available for reasonable inspection and audit by AGENCY at the COMPANY'S location at reasonable times upon adequate prior notice to COMPANY.

5.5 Ownership: All reports, information, and data, including but not limited to computer tapes or discs, files, and tapes furnished or prepared by the COMPANY, (collectively the "Materials"), are and shall remain exclusively the sole property of COMPANY, and the AGENCY shall acquire no right or title to said Materials. All computer software and systems, related automated and manual procedures, instructions, computer programs, and data storage media containing same, and written procedures performed hereunder (collectively the "System") are and shall remain exclusively the sole property of COMPANY, and the AGENCY shall acquire no right or title to said Systems.

5.6 Property of AGENCY: All documents, records and tapes supplied by AGENCY to COMPANY in performance of this contract are agreed to be and shall remain the sole property of AGENCY.

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 7 – 01/11/2023 - 7 - COMPANY agrees to return same promptly to AGENCY no later than forty-five (45) days following notice to the COMPANY. The AGENCY shall make arrangements with COMPANY for the transmission of such data to the AGENCY upon payment to COMPANY of the cost of copy and delivery of such tape from COMPANY'S computer facilities to AGENCY'S designated point of delivery, plus any open invoices.

5.7 Confidentiality: In order to enable COMPANY to carry out its work hereunder, to some extent it will have to impart to the AGENCY'S employees information contained in the Materials and Systems (collectively the "CONFIDENTIAL DATA"). The AGENCY agrees that information contained in the data that was marked in writing as "CONFIDENTIAL", "PROPRIETARY" or similarly, so as to give notice of its confidential nature, when submitted to the AGENCY by COMPANY shall be retained by AGENCY in the strictest confidence and shall not be used or disclosed in any form except in accordance with paragraph 5.8 hereinbelow. The PUBLIC AGENCY recognizes that irreparable harm could be occasioned to COMPANY by disclosure of CONFIDENTIAL DATA that is related to its business and that COMPANY may accordingly seek to protect such CONFIDENTIAL DATA by enjoining disclosure.

5.8 Consent for Disclosure: No report, information, data, files, or tapes furnished or prepared by COMPANY or its subcontractors, successors, officers, employees, servants, or agents shall be made available to any individual or organization without the prior written approval of AGENCY other than individuals or organizations that are necessary to properly effectuate the terms and conditions of this agreement, unless requested under State or Federal law, subpoena or court order. Agency shall promptly inform Company of any such request or order of disclosure immediately upon receipt by Agency. This Non-Disclosure obligation shall survive the Termination of this Agreement.

5.9 COMPANY Files: COMPANY shall maintain master files on parking citations referred to it for processing under the scope of services. Such files will contain records of payments, dispositions, and any other pertinent information required to provide a reasonable audit trail.

5.10 Storage for AGENCY:

A. COMPANY agrees to store original citations, manually scanned or received electronically, on the network for a minimum of three (3) years. AGENCY relieves COMPANY of all liability costs associated with data released by AGENCY to any other person or entity using such data.

B. Subsequent to the termination of the contract, COMPANY will return all hard copies to the AGENCY or shred them. If requested, an electronic file, diskette or CD of all processed data will be available to the AGENCY.

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 8 – 01/11/2023 - 8 -

ARTICLE VI - REPORTS

6.1 Periodic Reports: COMPANY will submit reports to AGENCY each month. The reports will provide activities relating to performance under this Scope of Services. Among the reports, which COMPANY will generate, are the following:

A. Report of Revenue Collected for Period
B. Report for Parking Citations Issued for Period
C. A balanced summary report for issuing AGENCY providing the status of all parking citations at the beginning of the period, current period and at the end of the period.

D. A report for issuing Agency identifying registered vehicle owners with multiple outstanding parking citations.

E. A report for issuing Agency identifying the parking citations issued, location, and violation by officer.

6.2 PCI Compliance Reports/Certificates: Quarterly and Ad Hoc certificates will be sent to the Agency.

6.3 Annual Reports: Annually, COMPANY shall comply with existing state laws.

ARTICLE VII – TERM OF CONTRACT AND COSTS

7.1 Terms and Renewals: This Agreement shall be for five (5) years commencing as of the last date of signature. Notice of termination may be made in writing by either party to the other no less than ninety (90) days prior to the end of the scheduled term. Company may give notice of reasonable price adjustments for its processing services, if such a cost rate increase is directly tied to the most appropriate index of cost-of-living rate, or a pass through of increased costs to the COMPANY. The AGENCY will have thirty (30) says to respond in writing to the proposed increase.

Unless AGENCY gives notice in writing of its rejection of these price adjustments, the term shall be extended with these price adjustments as stated. If the AGENCY gives notice of its rejection of these price adjustments, unless there is a further written Agreement between the parties, the term of the Agreement shall not be extended and the Agreement shall terminate.

7.2 Cancellation: Upon a material breach or upon ninety (90) days written notice to the COMPANY, the AGENCY may cancel or terminate this Agreement. The COMPANY shall have thirty (30) days to cure any material breach or defect set forth in the written termination notice provided by the AGENCY.

7.3 Exclusivity: AGENCY agrees to utilize only the services of the COMPANY during the term of the Agreement for the processing of the citations referred to above. AGENCY

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 9 – 01/11/2023 - 9 - agrees during the term of the Agreement, to not directly or indirectly engage a competitor of the COMPANY for the performance of the services provided by the COMPANY under this Agreement.

7.4 Costs: Cost shall be charged as set forth in Exhibit A.

ARTICLE VIII – CLAIMS AND ACTIONS

8.1 AGENCY Cooperation: in the event any claim or action is brought against COMPANY relating to COMPANY’S performance or services rendered under this Agreement, COMPANY shall notify the AGENCY, in writing, within five (5) working days, of said claim or action.

8.2 Hold Harmless Clause:

A. COMPANY agrees to the fullest extent provided by law to indemnify, defend, and hold harmless the AGENCY and its officers and employees against all claims, demands, damages, costs (including reasonable attorney’s fees) or expense for, and liabilities caused by arising out of, or in connection with the performance by COMPANY or or any of their officers, employees or agency under this AGREEMENT, excepting only loss, injury or damage caused solely by the negligent acts or omissions of AGENCY or any of its officers or employees.

ARTICLE IX – SUBCONTRACTORS AND ASSIGNMENTS

9.1 Subcontracting: It may be necessary for COMPANY to sub-contract for the performance of certain technical services or other services for COMPANY to perform and complete the required services; provided, however, all COMPANY sub-contractors shall be subject to prior written approval by AGENCY. The COMPANY shall remain responsible to AGENCY for any and all services and obligations required under this Agreement, whether performed by COMPANY or COMPANY’s sub-contractors. COMPANY shall compensate each COMPANY’s sub-contractors in the time period required by law. Any COMPANY’s sub- contractors employed by COMPANY shall be independent sub-contractors and not agents of AGENCY. COMPANY shall insure that COMPANY’s sub-contractors satisfy all substantive requirements for the work set forth by this Agreement including insurance and indemnification.

9.2 Assignments: This contract may not be assigned without the prior consent of the AGENCY. It is understood and acknowledged by the parties that the COMPANY is uniquely qualified to perform the services in this Agreement.

ARTICLE X - INDEPENDENT COMPANY

10.1 COMPANY’S Relationship: COMPANY’S relationship to the AGENCY in the performance of this Agreement is that of an independent COMPANY. Personnel performing

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 10 – 01/11/2023 - 10 - services under this Agreement shall at all times be under COMPANY’S exclusive direction and control and shall be employees of COMPANY and not employees of the AGENCY. COMPANY shall pay all wages and salaries and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, unemployment compensation, worker’s compensation, and similar matters. Neither COMPANY nor any officer, agent, or employee of COMPANY shall obtain any right to retirement benefits or other benefits which accrue to employees of AGENCY, and COMPANY hereby expressly waives any claim it might have to such rights.

ARTICLE XI – INSURANCE

11.1 Insurance Provisions: COMPANY shall provide and maintain at its own expense during the term of this Agreement, the following policy or policies of insurance covering its operations hereunder. Such insurance shall be provided by insurer(s) satisfactory to the AGENCY and certificates of such insurance shall be delivered to the AGENCY on or before the effective date of this Agreement. Such certificates shall specifically identify this Agreement and shall not be cancelled, reduced in coverage or limits or non-renewed except after thirty (30) days written notice has been given to the AGENCY.

A) Comprehensive general liability insurance covering bodily and personal injury and property damage. Limits shall be in an amount of not less than two million ($2,000,000) dollars per occurrence. Such insurance policies shall name the AGENCY, its officers, agents and employees, individually and collectively, as additionally insured. Such coverage for additional insured shall apply as primary insurance and any other insurance or self-insured retention maintained by the AGENCY, its officers, agents and employees shall be excess only and not contributing with insurance provided under said policy.

B) Comprehensive automobile liability, owned, non-owned and hired vehicles with not less than one million ($1,000,000) dollars combined single limit, per occurrence for property damage and for bodily injury or death of persons. Such insurance shall include the same additional-insured and cancellation notice provisions as specified above and may be combined with the comprehensive general liability coverage required above.

C) Throughout the period of the Agreement, COMPANY, at its sole cost, shall maintain in full force and effect a policy of worker’s compensation insurance covering all of its employees as required by the labor code of the State of California.

ARTICLE XII – SECURITY PROVISIONS

12.1 Security Provisions: AGENCY agrees to follow all defined security requirements including but not limited to:

A) All AGENCY employees who are provided access to services provided by

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 11 – 01/11/2023 - 11 - COMPANY must complete a background check and must complete annual security awareness trainings.

B) All AGENCY employees must sign security agreement documents subject to the source state of the information being obtained by DMV entities.

C) AGENCY must inform COMPANY within 24 hours of an AGENCY employee with access to COMPANY services leaving their role.

D) AGENCY must inform COMPANY of any breach of information within 24 hours, so the appropriate government agencies can be notified of the breach.

E) AGENCY understands and agrees that security requirements may change and be updated to reflect the most current security requirements of the government agencies we work with to obtain vehicle registered information.

F) AGENCY understands that evidence of the security requirements may be requested to comply with COMPANY audit requirements of the governmental agencies we work with.

G) AGENCY understands and agrees that access to confidential registered owner information may be immediately restricted or terminated if any of the mandatory provisions above are found to be violated or abused.

ARTICLE XIII – ENTIRE AGREEMENT

13.1 Integrated Agreement: This contract is intended by the parties as a final expression of their Agreement and also as a complete and exclusive statement of the terms thereof, any prior oral or written Agreement regarding the same subject matter notwithstanding. This Agreement may not be modified or terminated orally and no modification or any claim or waiver of any of the provisions shall be effective unless in writing and signed by both parties.

13.2 Law Applicable: This Agreement shall be construed in accordance with the Laws of the State of California.

13.3 Notice to Parties: Any notice required under this Agreement to be given to either party may be given by depositing in the United States mail, postage prepaid, first-class, addressed to the following:

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2603 Main Street, Suite 300
Irvine, CA 92614
949-428-7241
[email protected]
Proprietary & Confidential Information- 12 – 01/11/2023 - 12 -

AS TO THE AGENCY:

City of National City
1243 National City Boulevard
National City, California 91950

AS TO THE COMPANY:

Data Ticket, Inc.

A California Corporation
2603 Main Street, Suite 300
Irvine, California 92614

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year last written below.

AGENCY: COMPANY:

CITY OF NATIONAL CITY DATA TICKET, INC.

____________________________________ _________________________________ Signature Signature

____________________________________ _________________________________ Print Name and Title Print Name and Title

____________________________________ _________________________________ Date Date

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2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

EXECUTIVE SUMMARY
1 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Data Ticket, Inc. is a California Corporation that provides parking citation processing and collection services, administrative review and hearing coordination, permit sales and processing, accounting services, customer service and a web-based solution that manages the entire process. Data Ticket has been providing these services for Cities, Counties, Universities, Districts and other Public entities nationwide for over 30 years.

Data Ticket was incorporated in California in 1989. We provide expertise to ensure that citations get processed and collected in a timely manner for over 400 Agencies, nationwide.

Data Ticket is located in Irvine, California and employs 52 full time individuals. Our offices are always open to our clients and we encourage in-person communication on a regular basis. Data Ticket, Inc. is a California certified Small Business Enterprise and a California certified Woman-Owned Business Enterprise.

Data Ticket fully understands we are in a service industry that we consider our Client’s acceptance of our software and services paramount to our success. When we partner with each Client, the goal is to ensure that each Client is treated as a unique entity, that our Client’s Patrons are treated with respect and care, and that our Clients gain compliance and realize increased revenue collection through our comprehensive parking management program.

We attribute much of our success to the fact that our Clients and their Patrons are always treated politely and professionally. Providing easy, clear access for our Clients and their Patrons is of primary importance because it encourages communication between all interested parties, transparency in the data processing for our Clients and prompt payment by Patrons.

Our web-based Solution provides patrons with access to lookup their citation(s), pay for their citation(s), get specific information about their citation(s), appeal their citations and attach supporting documentation and print a receipt; all online, all via real-time data. In addition, the Agency’s Patrons will have access to a toll-free, bi-lingual customer service department who will answer general and specific questions about each citation and will accept payment over the phone via a real-time interface. Finally, patrons will also be able to submit payment and appeals to the Agency or to Data Ticket via mail or in person at the Agency’s preferred location. All of the types of access we allow are intended to make the process simple for the Agency’s patrons so they pay their citations in a timely manner.

Access to the data for Agency Staff is equally as important as is access for the Agency’s Patrons. Our Solution provides online access to our Clients to lookup citations, enter notes on citations, process voids, dismissals, reductions, refunds, refund requests, view online reports, print receipts and process and review the adjudication process. Each capability is provided based on the level of access each person is granted.

Data Ticket allows for real-time processing of payments via VIS A, MasterCard, Discover,
and American Express. Credit/debit card payments are accepted online, via phone with a customer service representative or using our state of the art IVR system or via paper.

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2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

EXECUTIVE SUMMARY
2 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Website payments are updated in the system real-time, as soon as they are authorized and accepted by the bank. Payments are immediately updated to the citation records and receipts can be printed verifying payment for the payer.

Data Ticket’s Solution is Payment Card Industry (PCI) certified and our Solution is subjected to both quarterly, scheduled scans of our database as well as unscheduled scans, thus providing the ultimate security for our Clients as well as their patrons.

Our Solution offers all adjudication services via our online appeals website. We allow patrons to place their citations on hold and submit their full explanation and attach backup documentation via the web. This allows patrons to appeal their citation(s) online only if they are eligible to appeal based on the rules set forth by each Agency and the State of California. Once the appeal is submitted, either online or via U.S. Mail, our Solution processes the request and makes it immediately available for an Administrative Review Disposition or it is immediately available to be scheduled for an Administrative Hearing with a certified, independent hearing officer. These individuals review or hear the cases and enter judgments that automatically mark the citation and generate written notification of the results. This notification informs the appellant of the decision and provides additional information if the individual wishes to continue his/her appeal and/or refund information and/or court filing instructions, depending on the appeal decision.

Our Solution provides an Online Reporting capability that allows our Clients to generate and print real-time and month-end reports via the web. These reports can be saved to a network, PC or external drive, copied into Excel for additional manipulation as the Agency wishes or they can simply be viewed. These reports are available to the Agency as long as the Agency is a Client. In addition, when the Agency needs ad hoc reports or additional data, Data Ticket will provide those at no cost.

Data Ticket is experienced at working backlog and delinquent citations, which all agencies seem to have. We have years of experience collecting from “old databases and citations”, and we do it carefully and professionally, with the utmost care given to the agency image and collection attitude. Since 2002, Data Ticket, Inc. has been offering additional collections through the Franchise Tax Board’s Interagency Intercept Program on behalf of our Clients in order to provide an additional opportunity for collection of delinquent California debts. Many of our agencies have been participating in this program since we began offering this interface and they have all been impressed with the return- rate on collections from this submission.

On behalf of Data Ticket, thank you for the opportunity to provide Parking Citation Processing Collections, Services and Technology as well we excellent Client and Customer Service!

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2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY
3 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Manual Parking Citation Processing: $0.60
Services for the above-mentioned items include:
 On-site data entry of manually written citations performed wit hin 48 hours of receipt  On-site quality assurance verification of manually entered cit ations  Scanning of all manually written citations onto our network fo r storage and ease of retrieval  Bi-monthly shredding of manually written citations

Electronic Parking Citation Processing: $0.50
Services for the above-mentioned items include:
 Automated citation transmission into Data Ticket’s Citation Ma nagement Solution 24/7  Automated confirmation email detailing successfully transmitte d citations  Automated transmission of photos attached to citations

Courtesy Notice: $0.75
Services for the above-mentioned item include:
 Semi-custom Courtesy Notice that is printed on an 8 ½ x 11” pi ece of paper and provided in a window envelope sent to the registered owner of a vehicle  All notices are attached to the citation online and are viewab le via the web  All notices sent via 1 st Class Mail
 All notices include a return envelope in which the responsible party may submit payment  This cost will increase as the US Postal Service increases the 1st Class postage rate  This charge is only incurred if the individual does not pay of f the windshield and a notice is sent to the individual.

Out-of-State Collections: 28% of revenue collected
 This fee will cover all expenses associated with obtaining out -of-state registered owner information and will be due when a citation is paid
 Data Ticket is a recognized Strategic Partner with NLETs; shou ld the Agency have an assigned ORI, Data Ticket will request usage of the ORI for reference/audit purposes only.

Data Ticket utilizes its own ORI for transactional purposes  This fee is not combined with any other contingency fee. For e xample, if a citation is rolled to a delinquent status, only 28% of revenue collected will be charged  If Data Ticket does not collect on a citation that is issued t o an out of state plate, the Agency does not owe this fee.

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2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY
4 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Delinquent Collections: 28% of revenue collected
 This fee will be assessed when a citation is ninety (90) days past the citation issue date, or when a second (2nd) notice is sent if sooner than ninety (90) days, assuming a first notice has been sent to the registered owner and the citation is not on hold for any reason  In addition to the Courtesy Notice, three Delinquent Notices w ill be sent to the registered owner
 All notices are sent via First Class mail and all notices are printed on an 8 ½ x 11” sheet of paper and folded into a window envelope; in addition, a window envelope is provided for the recipient to return payment
 All notices are attached to the citation online and are viewab le via the web  If Data Ticket does not collect on a citation that is delinque nt, the Agency does not owe this fee
 Notices will be sent via 1 st Class Mail, and Data Ticket will be responsible for the cost incurred Franchise Tax Board Processing - Optional
SSN Look-up $3.00 per SSN
 This fee will be assessed to lookup a social security number a ssociated with a particular registered owner and address
 This charge is charged per unique SSN, not per citation

FTB Collections 15% of revenue collected
 This fee is charged if a citation is paid at the Franchise Tax Board  This charge is not combined with any other charge; for example , if a citation is rolled to delinquent status and paid at FTB, only the 15% of revenue collected will be charged  Data Ticket will send an FTB Notice to the Patron as required by the Interagency Intercept Program; this notice will be sent via 1st Class Mail
 All notices are attached to the citation online and are viewab le via the web  Data Ticket will pay for the Agency’s cost to participate in t he FTB program; annually, FTB will send an invoice to the Agency for the number of debts placed at FTB; the Agency will simply provide this invoice to Data Ticket and Data Ticket will pay it in full  If Data Ticket does not collect on a citation that is at FTB, the Agency does not owe the collection fee
 Data Ticket will send an FTB Notice to the Patron as required by the Interagency Intercept Program; this notice will be sent via 1st Class Mail

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2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY
5 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Adjudication:
1st Level Review Hold & Scanning of Review Request $0.50 per citat ion  Data Ticket will review all documentation received by the Appe llant and determine whether the request received within the required timeframe
 If the request was received within the required timeframe, Dat a Ticket’s Adjudication Department will place the citation on an Administrative Review Request Hold and scan all received documentation into the Citation Management Solution so it is displayed on the web for the Agency’s Staff
 If the request is received outside the required timeframe, the Agency will have the option to proceed as though the request was received within the timeframe or it may elect to have Data Ticket send a “time expired letter” rejecting the appeal

1st Level Review Disposition Letters $0.85 per letter
 Data Ticket will send a custom disposition letter to the Appel lant via 1st Class Mail  All letters are attached to the citation online and are viewab le via the web  Disposition letters will be sent Monday - Friday

2nd Level Hearing Hold, Scanning and Scheduling of Hearing $0.50 p er citation  Data Ticket will review all documentation received by the Appe llant and determine whether the request received within the required timeframe
 If the request was received within the required timeframe, Dat a Ticket’s Adjudication Department will place the citation on an Administrative Hearing Request Hold and scan all received documentation into the Solution so that it is displayed on the web for the Agency’s Staff and the Hearing Officer
 If the request is received outside the required timeframe, the Agency will have the option to proceed as though the request was received within the timeframe or it may elect to have Data Ticket send a “time expired letter” rejecting the appeal  Data Ticket will work with the designated Hearing Officer to s chedule the Hearing based on either a pre-determined schedule or an ad hoc basis, depending on the Agency’s schedule

2nd Level Hearing Officer - Optional $45.00 per hearing  Data Ticket’s independent, certified, insured hearing officers will be provided to the to perform in-person, phone and written hearings
 Each hearing request will be reviewed, heard or read, and all required research will be performed
 The Hearing Officer will enter a judgment into the Citation Pr ocessing System for viewing by the Agency, Appellant and Data Ticket
 Hearings will be scheduled
 The Agency will incur costs associated with mileage as defined by Federal guidelines  Data Ticket will work with the Agency to arrange for the use o f a conference room at a Agency location or the Agency may elect to have citations heard at a centralized location within the County

2nd Level Hearing Schedule & Disposition Letters $0.85 per letter  Data Ticket will send a custom disposition letter to the Appel lant via 1st Class Mail  All letters are attached to the citation online and are viewab le via the web  Disposition letters will be sent Monday – Friday

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2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY
6 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
 Acceptance and Scanning of Indigent Payment Plan Requests (Approval/Denial by Data Ticket) $5.00 per request

 Accepting and Scanning of Indigent Payment Plan Requests (Approval/Denial by City) $2.00 per request

AND

 Indigent Payment Plan/Denial Letters $0.85 per letter

Additional Correspondence $0.85 per letter
 Printing & Sending daily
 Electronic attachment to the citation
 Windowed #10 envelope and return #9 envelope

Joint / Escrow Banking Services - Optional $10 0.00 per month Services for the above-mentioned item include:
 Daily deposits of funds to the Agency’s escrow account  Online, real-time reconciliation reports that tie directly to the bank statement  Processing of all credit card charge-backs and Insufficient Fu nds  Month-end reconciliation of all funds collected
 Disbursement of County / State Surcharges at month-end  Payment of Data Ticket’s invoice
 Disbursement of the net remittance to the Agency
 Scanning of all payments directly to joint bank account daily using remote check deposit  The Agency will be responsible for the purchase of banking sup plies, including checks and endorsement stamps; these fees typically run $200.00 per year

Charge-backs and NSF’s - Optional $3.00 per issued instance  Data Ticket will process credi t card charge-backs and NSFs when notified of each occurrence  Once processed, Data Ticket will send a custom letter to the i ndividual detailing the returned item and the amount due on the citation

Refunds - Optional $8.00 per issued instance
 Data Ticket will process refunds when notified of each need  In the event the Agency utilizes Joint Banking Data Ticket wil l verify, generate and send each refund due
 Refunds will be issued weekly
 Refunds will be sent via 1 st Class Mail

Monthly Minimum $200.00
 A minimum fee of $200.00 will be charged on a monthly basis if services do not reach this level (not inclusive of the Joint/Escrow Banking Services fee)

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2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY
7 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Cost Increases:

Postal Rate Increase Offset – If postal rates increase during the term of the agreement, fees to DTI shall be raised immediately to offset the effect of the actual postal rate increase.

CPI Increases – There will be NO CPI increases for the duration of the agreement.

Page 39 of 363 ends

2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY - SERVICES INCLUDED AT NO

ADDITIONAL COST
8 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Online Access for the Agency’s Patrons: Included
The Agency’s Patrons will have the ability to perform the following functions online:
 View real-time citation(s) data
 Pay for a single or many citation(s)
 Request a 1 st Level Administrative Review and attach up to three documents supporting their position
 Request a 2 nd Level Administrative Hearing Request and attach up to three documents supporting their position
 Print a receipt
 View pictures of the citation ta ken by the issuing officer (if the Agency allows)

Online Access for the Agency’s Staff: Included
Access to the Agency’s data is based on unique usernames and passwords assigned to each individual who requires access to the system. Data Ticket does not limit the number of individuals who have access to the system and the number and types of access can change at any point with a simple email request to Data Ticket.

Our Solution is setup to maintain a complete audit trail for each and every transaction in the system so that the username is displayed next to every transaction in the system, indicating who performed the transaction and when.

Dependent on the access rights provided to each Agency Staff member, the following capabilities are available:
 View real-time citation(s) dat a, including pictures taken by the Issuing Officer  Accept payment via VISA, Maste rCard, Discover and American Express credit/debit cards
 Accept payment via Cash, Check or Money Order
 Process NSFs and Refunds
 Reduce or increase violation am ounts, dismiss citations, void citations and place a citation on hold
 Change citation data, including vi olations, date, time, plate, location, comments, make, model, color, registration expiration date and others  Perform Administrative Reviews o nline by entering the disposition directly online  Generate a time expired or le tter of non responsibility for a citation in the adjudication process
 View the complete reason for the Review Request and supporting documentation provided by the Appellant directly online
 Edit Appellant information
 Upload disposition documents sent to the Agency via US Mail  Add a note to a citation and s ee all comments added to the citation  View the reason for the 2
nd Level Administrative Hearing Request online and view the supporting documentation provided by the Appellant, directly online  Print a receipt with or wit hout registered owner information

Page 40 of 363 ends

2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY - SERVICES INCLUDED AT NO

ADDITIONAL COST
9 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022

Reporting: Included
 Data Ticket offers 36 reports onl ine as well as a Customized reporting application for our Clients to generate, print and re-print 24/7. We provide real-time reports that can be generated for any timeframe required and we provide pre-processed/month-end reports that reflect the month-end view of data.
 All reports are available onlin e and because we do not purge data unless specifically requested to do so by a Client, the data is available as long as the Agency is a Client.  All reports are generated in HTM L so our Clients can copy and paste the data into Excel for data manipulation purposes.
 If the Agency were to request a report that was not already available, Data Ticket would work with the Agency to design the report and provide it to the Agency at no cost.

Manual Payment Processing: Included
 Manually received payments (che cks, cash, money orders and credit card payments sent via US Mail) are received at our PO Box in Newport Beach where a bonded and insured courier picks up the mail daily and delivers it to our Newport Beach office  On-site Mail Department opens, s orts and batches the payments before providing them to our on-site Data Entry Department
 After double-blind entry of each payment, the citations are updated by our Quality Assurance team
 Payments are then provided to our Accounting Department where daily deposit slips are completed and provided to a bonded, insured courier who takes them to the bank

Registered Owner Information: Included
 Registered owner information fo r all citations issued on California license plates  Turnaround time for acquisition of California registered owner information is same day  Registered owner information fo r all citations issued on out of state license plates  Data Ticket is a recognized Stra tegic Partner with NLETs and has access to registered owner information nationwide through the NLETs service  Access to this system requires t he use of the County’s ORI for tracking purposes only; Data Ticket will utilize its own ORI for actually acquiring the out of state data  Turnaround time for acquisition of out of state registered owner information using NLETs is same day

CA DMV Holds and Releases: Included
 California DMV Holds and Releas e performed daily via an online connection  Holds and releases can also be performed real-time, upon request  Citation amounts placed on hol d are updated daily in the event a partial payment is made

Page 41 of 363 ends

2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]

PROPOSAL FOR THE CITY OF NATIONAL CITY - SERVICES INCLUDED AT NO

ADDITIONAL COST
10 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022

Customer Service: Included
 Data Ticket provides a live, bi- lingual, on-site Customer Service Department that is fully trained to answer questions related to citation issuance, payment, adjudication, fix-it tickets, sign-offs, FTB, advanced credit reporting collections and more  All calls are recorded to qualit y assurance and recordings can be sent to the Agency at any time for review.
 Data Ticket’s IVR is bi-lingual and accessible via several toll-free numbers; the IVR provides real-time information to the caller regarding current status, including the amount due
 The IVR accepts VISA, MasterCar d, Discover, and American Express

Web Presence: Included
 Data Ticket’s Solution is 100% w eb-based and Section 508 Compliant and is provided at: www.CitationProcessingCenter.com; this is a generic website in the sense that it is not Agency branded. This website allows for the Agency and the Agency’s Patrons to access citations online
 If the Agency prefers to have an Agency branded website, one in which the look and feel mimics that of the Agency’s website, Data Ticket can and will provide this feature to the Agency.

Conversion: Included
 Data Ticket will convert the cita tions currently with the Agency’s existing vendor at no cost to the Agency
 Citations that have not had a payment and do not have a registered owner will immediately be sent to the appropriate DMV so as to obtain a registered owner

Page 42 of 363 ends

2603 Main Street, Suite 300
Irvine, CA 92614
949 428-7241 - Phone
[email protected]
PROPOSAL FOR THE CITY OF NATIONAL CITY – FEES ASSESSED TO THE PATRON
11 | Page PROPRIETARY AND CONFIDENTIAL INFORMATION
10/18/2022
Credit / Debit Card Processing $3.50 per transaction
 Data Ticket is PCI Compliant a nd provides for the ability to pay via Visa, MasterCard, Discover, and American Express on our website, www.CitationProcessingCenter.com, via our toll-free, bi-lingual Customer Service Representatives, and via our toll-free, bi- lingual IVR Solution
 There is no charge to the Agen cy for credit / debit card processing; however, the Patron is charged $3.50 per transaction; this means the Patron can pay for a single or many citations at once and incur a single $3.50 fee

Payment Plan Processing $15.00 per transaction
 An administrative f ee will be assessed to Patrons who wish to participate in a payment plan
 This fee will cover the cost o f the payment plan initiation, and the cost of a confirmation letter that is sent to the Patron confirming the details of the payment plan  The Agency will have the ability to determine whether Payment Plans are accepted and, if so, what the parameters for payment will be

Credit Card Chargeback Processing $33.50 per transaction  If a chargeback occurs, a fee will be charged to the Patron for the processing of the chargeback
 No fee will be c harged to the Agency

Page 43 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 1 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

AGREEMENT BETWEEN

SAN DIEGO UNIFIED PORT DISTRICT
and
DATA TICKET, INC.
for

PARKING CITATION PROCESSING SERVICES
AGREEMENT NO. 70-2022MA

The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation (District) and DATA TICKET, INC., a California Corporation (Service Provider). The parties agree to the following:

1. SCOPE OF SERVICES . Service Provider shall furn ish all technical and professional labor, and materials to satisfactorily comply with Attachment A, Scope of Services, attached hereto and incorporated herein, as requested by District.

Service Provider shall keep the Executive Director of the District or their designated representative informed of the progress of said services at all times.

2. TERM OF AGREEMENT. This Agreement shall commence on October 1, 2022 and shall terminate on September 30 , 2027, subject to earlier termination as provided below. The District may, at its sole discretion, extend the term of this Agreement for five 1 -year option terms (each additional year an “Option Term”).

The District will provide notice of its exercise of any Option Term a minimum of thirty (30) days prior to the expiration of the prior term. If extended by the District, an Option Term will commence automatically on the termination date of the previous year’s term, consistent with the following:

Option Term 1 October 1, 2027 – September 30, 2028
Option Term 2 October 1, 2028 – September 30, 2029
Option Term 3 October 1, 2029 – September 30, 2030
Option Term 4 October 1, 2030 – September 30, 2031
Option Term 5 October 1, 2031 – September 30, 2032

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423
(56)
Filed
Office of the District Clerk
08/10/2022
Document No.

San Diego Unified Port District
74423

Page 44 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 2 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

3. COMPENSATION. For performance of services rendered pursuant to this Agreement and as further described in Attachment B, Compensation and Invoicing, attached hereto and incorporated herein ; District shall compensate Service Provider based on the following, subject to th e limitation of the maximum expenditure provided herein:

a. Maximum Expenditure. The maximum expenditure under this Agreement shall not exceed $ 950,000.00. Said expenditure shall include without limitation all sums, charges, reimbursements, costs and expenses provided for herein. Service Provider shall not be required to perform further services after compensation has been expended. In the event that the Service Provider anticipates the need for services in excess of the maximum Agreement amount, the District shall be notified in writing immediately.

District must approve an amendment to this Agreement before additional fees and costs are incurred.

b. Payment Procedure . For work performed on an hourly basis, Service Provider agrees to assign the person with the lowest hourly rate who is fully competent to provide the services required. If Service Provider finds it necessary to have work, which would u sually be performed by personnel with a lower rate, performed by personnel paid at the higher hourly rate, Service Provider shall nevertheless, bill at the lower rate.

c. Progress Documentation. Service Provider shall provide District progress reports in a format and on a schedule as District directs. Progress reports shall include a description of work completed, cumulative dollar costs incurred, anticipated work for the next reporting period, percentage of work complete, and the expected completion date for remaining work. The report shall identify problem areas and important issues that may affect project cost and/or schedule. The report shall present actual percent completion versus planned percent completion.

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

Page 45 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 3 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
d. Accounting of Parking Ticket Revenue

(1) Service Provider shall collect, account for, and deposit and pay over to a depository selected by District, all gross income derived from the parking citations. Such collecting, accounting, and depositing of said gross income shall be accompli shed in a manner to be approved expressly in writing by the Executive Director of District and/or his/her/its designated representative , and such aforesaid collecting, accounting, and depositing activities shall be subject to change by express written dir ection from the Executive Director of District and/or his/her/its designated representative . District shall supply the Service Provider with deposit slips and an endorsement stamp; and Service Provider shall deposit daily all such gross income (cash and checks) in the designated depository. Service Provider shall deposit Monday through Friday all credit card revenue (net of convenience fees) in the designated depository. Should District at any time change its depository, Service Provider shall be given at least seven (7) days' express written notice of such change. District will be responsible for costs incurred due to such depository change.

(2) Service Provider further agrees that it will maintain for District true, accurate, and complete records in a form satisfactory to District of all such gross income. Designated District staff will be able to use the Service Provider's System to view real time deposits. District shall have the right at any and all reasonable times to examine and audit said records wi thout restriction for the purpose of determining the accuracy thereof and of the daily and monthly records of gross income derived from the Service Provider of the parking citation. All records kept by the Service Provider shall be maintained in a location satisfactory to District. No later than the fifth (5th) day following the close of each calendar month, Service Provider shall file with District a statement showing the daily gross income and total gross income for the preceding calendar month along with a duplicate deposit slip DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

Page 46 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 4 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
for each daily deposit made during the preceding month. Said statement shall be signed by the Service Provider, or its responsible agent, under penalty of perjury.

e. Additional Services; Task Authorizations.

(1) Additional services may be required for the completion of the services specified in this Agreement. For performance of Additional Services, District shall compensate Service Provider using the terms and conditions in Attachment B, Compensation and Invoici ng. If Additional Services are required, they shall be undertaken by Service Provider only upon issuance of a Task Authorization (TA), Exhibit A, attached hereto and incorporated herein, for said services.

(2) An estimate of the level of effort shall be submitted to the District and negotiated for each Task Authorization. Pricing of each Task Authorization shall be governed by the cost and pricing information attached hereto and made a part of this Agreement as Attachment B, Compensation and Invoicing.

(3) A Task Authorization shall not be considered effective until the Task Authorization form has been signed by District.

(4) Service Provider shall bill for Additional Services in accordance with the terms of payment, including the documentation required in this Agreement. In addition, invoices for Additional Services shall cite the appropriate Task Authorization (TA) number.

4. RECORDS.

a. Service Provider shall maintain full and complete records of the cost of services performed under this Ag reement. Such records shall be open to inspection of District at all reasonable times in the City of San Diego and DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

Page 47 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 5 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
such records shall be kept for at least three (3) years after the termination of this Agreement.

b. Such records shall be maintained by Se rvice Provider for a period of three (3) years after completion of services to be performed under this Agreement or until all disputes, appeals, litigation or claims arising from this Agreement have been resolved, whichever is later.

c. Service Provider understands and agrees that District, at all times under this Agreement, has the right to review project documents and work in progress and to audit financial records, whether or not final, which Service Provider or anyone else associated with the work has prepared or which relate to the work which Service Provider is performing for District pursuant to this Agreement regardless of whether such records have previously been provided to District. Service Provider shall provide District at Service Provider’s expense a copy of all such records within five (5) working days of a written request by District. District’s right shall also include inspection at reasonable times of the Service Provider’s office or facilities, which are engaged in the performance of se rvices pursuant to this Agreement.

Service Provider shall, at no cost to District furnish reasonable facilities and assistance for such review and audit. Service Provider’s failure to provide the records within the time requested shall preclude Service P rovider from receiving any compensation due under this Agreement until such documents are provided.

5. SERVICE PROVIDER’S SUB-CONTRACTORS.

a. It may be necessary for Service Provider to sub -contract for the performance of certain technical services or other services for Service Provider to perform and complete the required services; provided, however, all Service Provider’s sub -contractors shall be subject to prior written approval by District. The Service Provider shall remain responsible to District for any and all services and obligations required under this DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

Page 48 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 6 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
Agreement, whether performed by Service Provider or Service Provider’s sub-contractors. Service Provider shall compensate ea ch Service Provider’s sub-contractors in the time periods required by law. Any Service Provider’s sub -contractors employed by Service Provider shall be independent Service Providers and not agents of District. Service Provider shall insure that Service P rovider’s sub-contractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification.

b. Service Provider shall also include a clause in its Agreements with Service Provider’s sub-contractors which reserves the right, during the performance of this Agreement and for a period of three (3) years following termination of this Agreement, for a District representative to audit any cost, compensation or settlement resulting from any items set forth in t his Agreement. This clause shall also require Service Provider’s sub - contractors to retain all necessary records for a period of three (3) years after completion of services to be performed under this Agreement or until all disputes, appeals, litigation o r claims arising from this Agreement have been resolved, whichever is later.

6. COMPLIANCE.

a. In performance of this Agreement, Service Provider and Service Provider’s sub-contractors shall comply with the California Fair Employment and Housing Act, the American with Disabilities Act, and all other applicable federal, state, and local laws prohibiting discrimination, including without limitation, laws prohibiting discrimination because of age, ancestry, color, creed, denial of family and medical care leave, disability, marital status, medical condition, national origin, race, religion, sex, or sexual orientation.

Service Provider shall comply with the prevailing wage provisions of the Labor Code, and the Political Reform Act provisions of the Government Code, as applicable.

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

Page 49 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 7 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
b. Service Provider shall comply with all Federal, State, regional and local laws, and district Ordinances and Regulations applicable to the performance of services under this Agreement as exist now or as may be added or amended.

7. INDEPENDENT ANALYSIS. Service Provider shall provide the services required by this Agreement and arrive at conclusions with respect to the rendition of information, advice or recommendations, independent of the control and direction of District, other than normal contract monitoring provided, however, Service Provider shall possess no authority with respect to any District decision.

8. ASSIGNMENT. This is a personal services Agreement between the parties and Service Provider shall not assign or transfer voluntarily or involuntarily any of its rights, duties, or obligations under this Agreement without the express written consent of Executive Director (President/CEO) of District in each instance.

9. INDEMNIFY, DEFEND, HOLD HARMLESS.

a. Duty to Indemnify, duty to defend and hold harmless . To the fullest extent provided by law, Service Provider agrees to defend, indemnify and hold harmless the District, its agents, officers or employees, from and against any claim, demand, action, proceeding, suit, liability, damage, cost (including reasonable attorneys’ fees) or expense for, including but not limited to, damage to property, the loss or use thereof, or injury or death to any person, including Service Provider’s officers, agents, subcontractors, employees, (“Claim”), caused by, arising out of, or related to the performance of services by Service Provider as provided for in this Agreement, or failure to act by Service Provider, its officers, agents, subcontractors and employees. The Service Provider’s duty to defend, indemnify, and hold harmless shall not include any Claim arising from the active negligence, sole negligence or willful misconduct of the District, its agents, officers, or employees.

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

Page 50 of 363 ends

Agreement No. 70-2022MA / RFP No. 22-04MA Page 8 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
b. The Service Provider further agrees that the duty to indemnify, and the duty to defend the District as set forth in 9.a, requires that Service Provider pay all reasonable attorneys’ fees and costs District incurs associated with or related to enforcing the indemnification provisions, and defending any Claim arising from the services of the Service Provider provided for in this Agreement.

c. The District may, at its own election, conduct its defense, or participate in the defense of any Claim related in any way to this Agreement. If the District chooses at its own election to conduct its own defense, participate in its own defense or obtain independent legal counsel in defense of any Claim arising from the services of Service Provider provided for in this Agreement, Service Provider agrees to pay all reasonable attorneys’ fees and all costs incurred by District.

10. INSURANCE REQUIREMENTS.

a. Service Provider shall at all times during the term of this Agreement maintain, at its expense, t he following minimum levels and types of insurance:

(1) Workers’ Compensation, statutory limits, is required of the Service Provider and all sub-consultants (or be a qualified self-insured) under the applicable laws and in accordance with “Workers’ Compensation and Insurance Act”, Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Employer’s Liability, in an amount of not less than one million dollars ($1,000,000) each accident, $1,000,000 disease policy limit and $1, 000,000 disease each employee. This policy shall be endorsed to include a waiver of subrogation endorsement, where permitted by law.

(2) Professional Liability insurance in the amount of $1,000,000 per claim and $1,000,000 aggregate.

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 9 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
(a) At the end of the Agreement period, Consultant shall maintain, at its own expense, continued Professional Liability insurance of not less than five (5) years, in an amount no less than the amount required pursuant to this Agreement.

(b) Alternately, if th e existing Professional Liability is terminated during the above referenced five-year period, Consultant shall maintain at its own expense, “tail” coverage in the same minimum amount as set forth in this paragraph.

(c) All coverages under this section sha ll be effective as of the effective date of this Agreement or provide for a retroactive date of placement that coincides with the effective date of this Agreement.

(3) Cyber Liability Insurance : Service Provider shall at all times during the term of this Agreement maintain, at its expense, Cyber Liability Insurance in the amount of $1,000,000 per claim and $1,000,000 aggregate.

(4) Fidelity Bond : Service Provider during the term of this Agreement shall name San Diego Unified Port District as “Loss Payee” under Service Provider’s Fidelity Bond.

(5) Performance Bond: Service Provider shall at all times during the term of this Agreement maintain, at its expense, a Performance Bond naming Data Ticket as the Principal and the San Diego Unified Port District as Obligee to ensure protection of public funds as required by Government Code Section 53651 in the event the Principal fails to faithfully perform under the terms of this Agreement. The penal amount of the Performance Bond shall be $10,000.00. This amount is 110% of the estimated funds collected by Service Provider and not yet paid to the District (Unpaid Funds). If the amount of Unpaid Funds DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 10 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
becomes greater than $10,000.00, the Performance Bond
requirement shall be immediately Increased by the Service Provider to the greater amount.

b. Service Provider shall furnish District with certificates of insurance coverage for all the policies described above upon execution of this Agreement and upon renewal of any of these policies. A Certificate of Insurance in a form acceptable to the District, an exemplar Certificate of Insurance is attached as Exhibit B and made a part hereof, evidencing the existence of the necessary insurance policies and endorsements required shall be kept on file with the District. Except in the event of cancellation for non-payment of premium, in which case notice shall be 10 days, all such policies must be endorsed so that the insurer(s) must notify the District in writing at least 30 days in advance of policy cancellation. Service Provider shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance.

c. The Certificate of Insurance must delineate the name of the insurance company affording coverage and the policy number(s) specifically referenced to each type of insurance, either on the face of the certificate or on an attachment thereto. If an addendum setting forth multiple insurance companies or underwriters is attached to the certificate of insurance, the addendum shall indicate the insurance carrier or underwriter who is the lead carrier and the applicable policy number for the CGL coverage.

d. Furnishing insurance specified herein by the District will in no way relieve or limit any responsibility or obligation imposed by the Agreement or otherwise on Service Provider or Service Provider’s sub-contractors or any tier of Service Provider’s sub-contractors. District shall reserve the right to obtain complete copies of any of the insurance policies required herein.

11. ACCURACY OF SERVICES . Service Provider shal l be responsible for the technical accuracy of its services and documents resulting therefrom and District DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 11 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
shall not be responsible for discovering deficiencies therein. Service Provider shall correct such deficiencies without additional compensation. Fu rthermore, Service Provider expressly agrees to reimburse District for any costs incurred as a result of such deficiencies. Service Provider shall make decisions and carry out its responsibilities hereunder in a timely manner and shall bear all costs inci dent thereto so as not to delay the District, the project, or any other person related to the project, including the Service Provider or its agents, employees, or subcontractors.

12. INDEPENDENT CONTRACTOR. Service Provider and any agent or employee of Service Provider shall act in an independent capacity and not as officers or employees of District. The District assumes no liability for the Service Provider’s actions and performance, nor assumes responsibility for taxes, bonds, payments or other commitments, implied or explicit by or for the Service Provider. Service Provider shall not have authority to act as an agent on behalf of the District unless specifically authorized to do so in writing. Service Provider acknowledges that it is aware that because i t is an independent contractor, District is making no deductions from its fee and is not contributing to any fund on its behalf. Service Provider disclaims the right to any fee or benefits except as expressly provided for in this Agreement.

13. ADVICE OF COUNSEL. The parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and that the decision of whether or not to seek the advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each of the parties hereto. This Agreement shall not be construed in favor of or against either party by reason of the extent to which each party participated in the drafting of the Agre ement. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California.

14. INDEPENDENT REVIEW . Each party hereto declares and represents that in entering into this Agreement it has relied and is rely ing solely upon its own DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 12 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
judgment, belief and knowledge of the nature, extent, effect and consequence relating thereto. Each party further declares and represents that this Agreement is being made without reliance upon any statement or representation not contained herein of any other party, or any representative, agent or attorney of any other party.

15. INTEGRATION AND MODIFICATION . This Agreement contains the entire Agreement between the parties and supersedes all prior negotiations, discussion, obligations and rights of the parties in respect of each other regarding the subject matter of this Agreement. There is no other written or oral understanding between the parties. No modifications, amendment or alteration of this Agreement shall be valid unless it is in writing and signed by the parties hereto.

16. OWNERSHIP OF RECORDS . Any and all materials and documents, including without limitation drawings, specifications, computations, designs, plans, investigations and reports, prepared by Service Provider pursuant to this Agreement, shall be the property of District from the moment of their preparation and the Service Provider shall deliver such materials and documents to District at the Don L. Nay Port Administration Building (located at 3165 Pacific Highway, San Diego, California 92101) whenever requested to do so by District. However, Service Provider shall have the right to make duplicate copies of such materials and documents for its own file, or other purposes as may be expressly authorized in writing by District. Said materials and documents prepared or acquired by Service Provider pursuant to this Agreement (including any duplicate copies kept by the Service Provider) shall not be shown to any other public or private person or entity, except as auth orized by District. Service Provider shall not disclose to any other public or private person or entity any information regarding the activities of District, except as expressly authorized in writing by District.

17. TERMINATION. In addition to any other rights and remedies allowed by law, the Executive Director (President/CEO) of District may terminate this Agreement at any time with or without cause by giving thirty (30) days written notice to Service Provider of such termination and specifying the effecti ve date thereof. In that DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 13 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
event, all finished or unfinished documents and other materials shall at the option of District be delivered by Service Provider to the Don L. Nay Port Administration Building (located at 3165 Pacific Highway, San Diego, Californi a 92101).

Termination of this Agreement by Executive Director (President/CEO) as provided in this paragraph shall release District from any further fee or claim hereunder by Service Provider other than the fee earned for services which were performed prior to termination but not yet paid. Said fee shall be calculated and based on the schedule as provided in this Agreement.

18. DISPUTE RESOLUTION.

a. If a dispute arises out of or relates to this Agreement, or the alleged breach thereof, and is not settled by direct negotiation or such other procedures as may be agreed, and if such dispute is not otherwise time barred, the parties agree to first try in good faith to settle the dispute amicably by mediation administered at San Diego, California, by the Ameri can Arbitration Association, or by such other provider as the parties may mutually select, prior to initiating any litigation or arbitration. Notice of any such dispute must be filed in writing with the other party within a reasonable time after the dispute has arisen. Any resultant Agreements shall be documented and may be used as the basis for an amendment or directive as appropriate.

b. If mediation is unsuccessful in settling all disputes that are not otherwise time barred, and if both parties agree, any still unresolved disputes may be resolved by arbitration administered at San Diego, California, by the American Arbitration Association, or by such other provider as the parties may mutually select, provided, however, that the Arbitration Award shall be non-binding and advisory only. Any resultant Agreements shall be documented and may be used as the basis for an amendment or directive as appropriate. On demand of the arbitrator or any party to this Agreement, sub-contractor and all parties bound by this arbitration provision agree to join in and become parties to the arbitration proceeding.

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Requesting Department: Guest Experiences
c. The foregoing mediation and arbitration procedures notwithstanding, all claim filing requirements of the Agreement documents, the California Government Code, and otherwise, shall remain in full force and effect regardless of whether or not such dispute avoidance and resolution procedures have been implemented, and the time periods within which claims are to be filed or presented to the District Clerk as require d by said Agreement, Government Code, and otherwise, shall not be waived, extended or tolled thereby. If a claim is not timely filed or presented, such claim shall be time barred and the above dispute avoidance and resolution procedures, whether or not implemented or then pending, shall likewise be time barred as to such claims.

19. PAYMENT BY DISTRICT . Payment by the District pursuant to this Agreement does not represent that the District has made a detailed examination, audit, or arithmetic verification of the documentation submitted for payment by the Service Provider, made an exhaustive inspection to check the quality or quantity of the services performed by the Service Provider, made an examination to ascertain how or for what purpose the Service Provider has used money previously paid on account by the District, or constitute a waiver of claims against the Service Provider by the District. The District may in its sole discretion withhold payments or seek reimbursement from the Service Provider for expenses, miscellaneous charges, or other liabilities or increased costs incurred or anticipated by the District which are the fault of or as result of work performed or negligent conduct by or on behalf of the Service Provider. Upon five (5) day written notice to the Service Provider, the District shall have the right to estimate the amount of expenses, miscellaneous charges, or other liabilities or increased costs and to cause the Service Provider to pay the same; and the amount due the Service Provider under this Agreement or the whole or so much of the money due or to become due to the Service Provider under this Agreement as may be considered reasonably necessary by the District shall be retained by the District until such expenses, miscellaneous charges, o r other liabilities or increased costs shall have been corrected or otherwise disposed of by the Service Provider at no expense to the District. If such expenses, DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 15 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
miscellaneous charges, or other liabilities or increased costs are not corrected or otherwise disposed of at no expense to the District prior to completion date of the Agreement, the District is authorized to pay for such expenses, miscellaneous charges, or other liabilities or increased costs from the amounts retained as outlined above or to seek reimbursement of same from the Service Provider. It is the express intent of the parties to this Agreement to protect the District from loss because of conduct by or on behalf of the Service Provider.

20. COMPLIANCE WITH PREVAILING WAGE LAWS (IF APPLICABLE).

a. Service Provider acknowledges and agrees that it is the sole and exclusive responsibility of Service Provider to: (a) ensure that all persons and/or entities (including, but not limited to, Service Provider or Subcontractors) who provide any labor, services, equipment and/or materials (collectively, “Services”) in connection with any work shall comply with the requirements of California's and any other prevailing wage laws (“PWL”) to the extent such laws are applicable and (b) determine whether any S ervices are subject to the PWL by obtaining a determination by means that do not involve the District.

b. Certified Payrolls. Service Provider acknowledges and agrees that it is the sole and exclusive responsibility of the Service Provider to insure tha t all certified payrolls are provided to the District. Service Provider shall submit certified payrolls electronically via the software LCPtracker.

(1) LCPtracker is a web -based system, accessed on the World Wide Web by a web browser. Service Provider w ill be given a Log -On identification and password to access the San Diego Unified Port District’s reporting system upon Service Provider’s request.

(2) The use of LCPtracker by the Service Provider is mandatory. Access to LCPtracker will be provided at no cost to the Service Provider.

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Requesting Department: Guest Experiences
(3) In order to utilize LCPtracker, the Service Provider needs a computer and internet access. A digital camera and a scanner may be useful.

For more information, go to www.lcptracker.com. To Login, go to www.lcptracker.net and from the homepage, select LOGIN and enter the Username and Password that will be provided to you by the District upon Service Provider’s request.

(4) Use of the system will entail data entry of weekly payroll information including; employee identi fication, labor classification, total hours worked and hours worked on this project, wage and benefit rates paid etc. The Service Provider’s payroll and accounting software might be capable of generating a ‘comma delimited file’ that will interface with the software.

(5) Service Provider must require all lower -tier sub participants the mandatory requirement to use LCPtracker to provide any required labor compliance documentation. Lower-tier sub participants will be given a Log -On identification and password from the Service Provider.

(6) Training options can be provided to the Service Provider upon request.

21. SERVICE PROVIDER/CONTRACTOR REGISTRATION PROGRAM (IF APPLICABLE).

a. In accordance with the provisions of Labor Code section 1771.1. (a) A contractor or subcontractor shall not be qualified to bid on; be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the perfo rmance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is au thorized by Section DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 17 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

b. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

c. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

d. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

22. CAPTIONS. The captions by which the paragraphs of this Agreement are identified are for convenience only and shall have no effect upon its interpretation.

23. EQUAL OPPORTUNITY EMPLOYMENT . Service Provider represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant fo r employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, gender expression, sexual orientation, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upg rading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

Service Provider will, within forty -five (45) days of the effectiveness of this Agreement, provide a written statement of its commitment to diversity, equity, and inclusion, which shall include a commitment and brief description of its plan to DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Requesting Department: Guest Experiences
implement good faith efforts to recruit subconsultants and employees in a non - discriminatory manner. If Service Provider fails to provide such written statement as required, the District may terminate this Agreement, effective immediately, by providing written notice of such termination. Service Provider shall, not later than sixty (60) days prior to the expiration of each anniversary of the effective date of this Agreement, provide a written report describing Service Provider’s actions and results in furtherance of its commitment to diversity, equity, and inclusion, as well as provide an updated Employment & Ownership Report in the form attached hereto as Exhibit C, or updated form provided by District. Service Provider’s report shall not identify individual subconsultants and employees by name. If Service Provider fails to provide such report and/or Exhibit C, as required, the District may terminate this Agreement, effective immediately, by providing written notice of such termination.

24. EXECUTIVE DIRECTOR’S SIGNATURE . It is an express condition of this Agreement that said Agreement shall not be complete nor effective until signed by either the Executive Director (P resident/CEO) or Authorized Designee on behalf of the District and by Authorized Representative of the Service Provider.

a. Submit all correspondence regarding this Agreement to:

Ken Wallis, Director, Guest Experiences
Guest Experiences
San Diego Unified Port District
P.O. Box 120488
San Diego, CA 92112-0488
Tel. 619-686-6361
Email: [email protected]

b. The Service Provider’s Authorized Representative assigned below has the authority to authorize changes to the scope, terms and conditions of this Agreement:

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Agreement No. 70-2022MA / RFP No. 22-04MA Page 19 of 19 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
Brook Westcott, Chief Operating Officer
Data Ticket, Inc.
2603 Main St., Suite 300
Irvine, CA 92614
Tel. 949-428-7240
Email: [email protected]

c. Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated Authorized Representative.

SAN DIEGO UNIFIED PORT DISTRICT DATA TICKET, INC.

________________________________ ________________________________ Ken Wallis Brook Westcott
Director, Guest Experiences Chief Operating Officer

Approved as to form and legality:

GENERAL COUNSEL

________________________________
By: Assistant/Deputy

A manually signed copy of this Agreement transmitted by email or any other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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Requesting Department: Guest Experiences

ATTACHMENT A

SCOPE OF SERVICES
San Diego Unified Port District

Service Provider shallprovide Parking Citation Processing Services, including a parking citation processing management system (System) and custom interface payment website, parking enforcement handheld equipment (Equipment), Equipment software, manual citation booklets, and all related customer service s. Services provided by the Service Provider shallinclude, but not be limited to:

A. Citation Processing
Receiving and processing parking citations issued by the District both handwritten and electronic citations (citations issued previous to Agreement commencement date may be processed by previous Service Provider). The District may request for previous citations to be handled by the new Service Provider, therefore the Service Provider shall provide an implementation and conversion plan associated with parking citations. Service Provider shall at no additional cost, provide the conversion of all of the District’s data from the previous Service Provider to the new Service Provider. Previous Service Provider shall be required to provide a sample conversion file and a final conversion file to the new Service Provider.

The District shall be responsible for submitting citations to the Service Provider daily or weekly via electronic communication or hard copy (to avoid duplication, the District shall select one method of submitting citations). Service Provider to accept, data enter and update all handwritten citations and make available in the System within 24 hours of receipt, Monday through Friday from 8 am – 5 pm, Pacific Standard Time. Service Provider shall accept the District’s electronically issued citations via a wireless connection.

B. Citation Processing Management System (System) and Client & Public - Facing Website
Client-Facing Website
Access by District staff to the website shall be via a unique username and encrypted password, which shall be provided by the Service Provider in the implementation phase. Service Provider’s website shall be configured to allow for each staff member to have different levels of security and access. Throughout the life of the Agreement, the District shall have the opportunity to define the user access levels for each staff member with access to the website. District staff shall be able to search the System and view all citation information and current status, all associated photographs, DMV hold information, delinquent notice history, adjudication history, payment information, penalty history, registered owner information, customer service representative phone notes, and vehicle DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment A Page 2 of 22 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
registration history. Easy sea rch criteria shall be established (Citation number, notice number, vehicle license plate number, state, name or VIN). All information that is displayed to District staff shall be in real -time and certain fields shall be hyperlinked (person, plate, responsi ble party history, vehicle history, payment plan, noticed history, and all regular notices and adjudication letters sent) for easy access to more detailed information. District staff shall be able to view a complete audit trail for every citation within the website.

Public-Facing Website
Payment processing services are provided by the Service Provider for the District.

Service Provider shall create and maintain a website for public inquiry and payment. This website must be 100% web -based, customized and b randed for the District. PCI compliance and real -time payment authorization must be displayed on the website. The website shall be setup to allow for at a minimum six (6) different search options and the entire website’s language to switch to one of over 100 languages for public citation inquiry, payment and appeals. The website shall have 99.99% uptime and any downtime must be planned and authorized by the District, preferably between the hours of 1am and 2am Pacific Standard Time. Service Provider shall communicate with the District regarding status of payment updates on a monthly basis. The District retains the right to change the payment processing procedure. Changes to the payment processing procedure shall be agreed upon in advance and in writing between the District and Service Provider. All new website content or updates shall be submitted in written form by the District to the Service Provider for approval. Upon receipt of any written new web content update requests from the District, Service P rovider to implement the District's requested changes as soon as reasonably possible, or else respond to the District with any questions or concerns. Service Provider is responsible for the following forms of payment:

1. Online payments (Credit/Debit Card) – This shall be set-up and maintained by the Service Provider on a secure website to ensure correct payment and due date, at no additional cost to the District. Data is comprised of citation and individual information and includes total amount due (whi ch may include a customer convenience fee) before final authorization is complete. Website shall accept all major credit cards for payment (Discover, MasterCard, Visa or American Express). Service Provider to be PCI -DSS (Payment Application Data Security Standards) certified to meet payment card security requirements and standards. Service Provider to provide written annual confirmation of PCI DSS compliance and shall immediately notify the District if it undergoes, or has reason to believe that it shall undergo, an adverse change resulting in the loss of compliance with PCI DSS standards and/or other related material payment card industry standards. The services include:

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Requesting Department: Guest Experiences
a. Provide the ability to make payments, contest citations, and provide any governing rules that are applicable.
b. Service Provider shall be the Merchant of Record and shall make daily deposits of all revenue (net of customer convenience fee) to the District’s banking facility, Wells Fargo Bank. Deposits slips for the District’s bank shall be provided by the District. All merchant fees, including credit card transaction fees shall be responsibility of the Service Provider (there shall be no credit card or online transaction fees charged to the District). A separate customer convenien ce fee, if any shall be charged only to the public and Service Provider to indicate the convenience fee cost within Compensation & Invoicing – Attachment B.
c. Internet security and website fees shall be the Service Provider’s responsibility. Service Prov ider shall display a real -time authorization link (example: Authorize.Net) as well as a link providing proof of PCI Compliance (example: Trustwave link) directly on the website.

2. Mailed Payments – Service Provider shall set-up and provide a PO Box address for payments. With the volume of mail received, Service Provider must provide a detailed explanation of proposed levels of control, audit and redundancy to ensure the accurate and timely receipt, processing, and update of mail-in payments. Services must include:
a. Mail (individual non-electronic payments) shall be picked up from a local Post Office daily and normally processed within 24 hours at the Service Provider’s secured place of business by a bonded and insured courier or employee each business day along with the required documentation to support pick-up and drop-off at Post Office. All mail must be sorted and batched by postmarked date.
b. Complete procedures for batch counts that are verified to ensure an accurate starting record for control throughout processing. The batching process shall include the counting of physical payments received as well as the 10-key summation of each batch. c. Service Provider to accept payments (Check or Money Order – no cash accepted), correspondence, adjudication requests and any other items that require special handling. This includes, but is not limited to:
1) Any correspondence that is included with payment. Service Provider shall be responsible for the receipt, tracking and processing of all inbound correspondence via US mail.

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment A Page 4 of 22 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
2) Payments received without accompanying source documents, such as citation or delinquent notice.
3) Legal written amount differs from numeric amount.
d. Copying the payment document and establishing a completely reliable audit trail for the processing procedures, endorsing and encoding the payment documents with the unique control number of each citation paid, date of processing and batch numbers, and dail y reconciling by the Service Provider.
e. Preparing funds in accordance with all required District policies and procedures for transfer to the District’s designated financial institution, Wells Fargo Bank. District required records shall be prepared and retained for every deposit.
f. Updating payment data to the System and depositing the payments to the District’s designated financial institution within twenty -four (24) hours of collection from the Post Office.
g. Service Provider shall be held completely and solely responsible for ensuring the integrity and security of District revenue throughout the entire processing procedure. Any shortages or losses shall be the exclusive responsibility of the Service Provider and must be fully reimbursed to the District.

3. Phone Payments - Service Provider shall set-up and provide a toll -free (1- 800) number that has an Integrated Voice Response (IVR) System available 24 hours/day, 7 days/week in at a minimum English and Spanish language, which shall accept payments using all major credit cards and debit cards and provide information via pre-recorded message. The IVR shall be customizable to meet the exact needs of the District. All Service Provider representative answered calls must be digitally recorded and made avai lable to the District upon request. The IVR System must provide the following:
a. Customers with general citation information by citation number including, but not limited to status of citation, amount due, and due date. b. Provide open citations by license plate.
c. Enable customer that are familiar with the call flow to enter their menu selections and entries without having to listen to all the promptings. d. Payments are processed in real-time and the customer is provided with a confirmation number that matches the authorization number.

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment A Page 5 of 22 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
e. Customers that require further assistance must be given the option to reach and speak with a live representative during business hours and the ability to leave a message after hours to request a call back.

4. Indigent Payment Plan – Service Provider shall oversee and administer the Indigent Payment Plan following rules and regulations pertaining to California Vehicle Code Section (CVC) 40220. District shall complete initial review and approve the indigent determination. Servi ce Provider to place the indigent hold, administer the plan, and charge the approved $5 processing fee (processing fee is retained by Service Provider). All fees associated with the plan shall be listed within the Compensation & Invoicing – Attachment B.

C. Call Center & Client Service Support

1. Service Provider shall have a fully staffed bi -lingual customer service department available Monday thru Friday from 8am to 5pm Pacific Standard Time to answer all calls and to return calls related to citation payment, inquiries, payment plans, and appeals. Service Provider shall provide staffing that is adequate to meet all service and performance required under the Agreement. The Service Provider’s staffing shall be sufficient to provide customer service that meets District’s standards. All calls answered and handled by Servi ce Provider’s staffing shall be digitally recorded and made available to the District upon request. Staffing based on the approved plan shall be maintained throughout the Agreement period, including peak periods.

2. The District shall have the right to ap prove any personnel assigned to work under this Agreement. In addition, at the request of the District, if the District is not satisfied in any manner with the performance of an employee who is determined by the District representative to be incompetent, d isorderly, intemperate, or otherwise objectionable for any reason, that employee shall be immediately removed from performing under this Agreement and replaced with a qualified and satisfactory replacement by the next business day.

3. Trained call center/customer service personnel shall:

a. Act in a courteous and professional manner while performing work under this Agreement.
b. Have the ability to communicate effectively and politely with persons from various backgrounds and cultures.
c. Provide public customer support services available by a toll-free phone number, Monday through Friday, from 8:00 a.m. to 5:00 p.m. Pacific Time Zone. Live operator support shall be available to support DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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customers when needed during these business hours. Customer support line shall include after hour information and messaging services.
d. Provide bilingual support services during operating hours (Service Provider shall identify all supported languages available to customers, District prefers, at a minimum, English and Spanish).

D. Fine schedule

1. The District shall provide to the Service Provider their existing fee schedule such as: late fees, penalties, and due dates. The District shall keep the Service Provider updated on any changes to their fee schedule. All fee schedule changes shall require signature approval by both parties before implementation.

2. Fees established by the District for bank returned checks and additional follow- up shall be included to the citation/account as directed by the District.

E. Banking & Merchant of Record

1. Service Provider shall be set -up as Merchant of Record and shall be responsible for all credit card processing fees. District shall control the bank account and all gross income derived from parking citations, which shall include credit card, check, or money order payments, shall be processed and deposited daily by Service Provider to the District’s banking facility – Wells Fargo Bank. District shall provide Service Provider with the necessary deposit slips for daily deposits.

2. District shall pay Service Provider a fixed monthly flat rate Accounting Fee of $100.00 to process the following on behalf of the District:

a. Processing and payment of accounting surcharge fees paid to County and State. Service Provider to provide the District with a Citation Tax Revenue Report, which is required to be submitted to the County/State and to use for reconciliation purposes along with their monthly payment.

This shall be provided to the District online for the term of the Agreement. Service Provider shall invoice the District separately for reimbursement of these funds paid on the District behalf. b. Processing and issuing refunds on behalf of the District for such cases as overturned citations and erroneous payments. Service Provider shall set-up an escrow account for the District with an initial deposit amount of $4,000. This account shall be replenished by the District at DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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a frequ ency agreed upon by the District and Service Provider. For replenishment of funds, Service Provider to provide the District a list of all paid refunds to date.

F. Delinquent Account Notices and Revenue

1. Service Provider shall generate and mail notices for c itations that have been referred to the Service Provider by the District following the guidelines set forth in California Vehicle Code (CVC) 40207. Notices are sent from the Service Provider to the Registered Owner (RO) of the cited vehicle. RO information is gathered from current DMV records. The notice shall include all information included in the citation and consequences for nonpayment, and/or additional information required by the code section. The notice of violation includes a remittance return portion of payment. Additional letters may be generated if required by the District.

G. Monthly Reporting

1. Service Provider’s client -facing website/System shall provide the District the ability to run, print, and save real -time reports. Service Provider to provide a list of available reports with descriptions. All reports shall be available to export to Excel, in a PDF format, or any other method mutually agreed upon by both parties. The reports shall include (if applicable), but is not limited to the following: (Additional requirements to be submitted to the Service Provider in writing)
a. Monthly Billing Support
b. Officer Summary Report
c. Officer Summary Y-T-D Monthly Recap
d. Void/Dismissal Report by Operator
e. Habitual Offender Hot Sheet Report and Detail
f. DMV Monthly Reports
g. Out of State Revenue Detail Report
h. Revenue Collection Detail Report
i. Revenue Distribution Surcharge Report
j. Contested Citations Pending and Outcome
k. FTB or Special Collections Report
l. Bail Schedule Report
m. Refund Request Report
n. Outstanding Collections Report
o. Scofflaw Report
p. Indigent Payment Plan Report
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q. County/State Fees Report

H. Handheld/Citation equipment
The District currently owns (12) Samsung Galaxy S8 handheld/cellphones along with (12) TSC Alpha 3” Printers as a two -part solution (Equipment), which are used by our Harbor Police - Community Service Officers and Sworn Officers.

1. Lease to Own New Equipment (36 Months) – Equipment to be leased and provided by Service Provider as listed in the Fee Schedule – Attachment A.

Cost shall include software installation, license fee, hardware/software support, as-needed updates and upgrades and any other material designated for the use of the equipment. All equipment provided shall be new and unused, and include full manufacturer’s warranty. Service Provider to lease to the District (12) Samsung Galaxy A52 with (12) 3” TSC Printers. Service Provider shall be responsible for all maintenance of equipment and software, service and warranty support for all equipment and software for the term of the Agreement. Service Provider shall repair and replace leased equipment with the same as needed throughout the ter m of the 36 -month equipment lease.

Service Provider shall provide on-going technical support and problem solving as needed throughout the term of the Agreement for both the equipment and software. Service Provider to also provide cost for ticket stock – polythermal paper for the TSC 3’ Printers. All costs are listed and detailed within Compensation & Invoicing – Attachment B.

2. On-going Software Maintenance and Support (after 36 Months) – Service Provider to continue to provide software support, maintenance, and as-needed updates and upgrades once the equipment is owned by the District. Costs are listed and detailed within Compensation & Invoicing - Attachment B.

3. Availability of Service Provider’s Software – Software shall be available to download to Sworn Officers District issued phones for use. All costs are listed and detailed within Compensation & Invoicing – Attachment B. Cost s include software installation, software maintenance and software support.

I. System/Equipment Support

1. Service Provider to provide system/software /equipment support and troubleshooting during District business hours (6:00 a.m. to 6:00 p.m., Monday through Friday) and provide emergency support for after hours and holidays.

Service Provider shall respond within one (1) working day of a reported DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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equipment or software failure by providing the on-site technical support at the District’s premises if the fault lies at a District site.

2. Include all updates to System;

3. Provide ongoing support training to the District using real-time remote support capability with existing internet browser applications;

4. Provide training program to District staff, including update training as needed; and

5. Provide user manuals which include step-by-step instructions.

6. Service Provider shall provide the following to the District:

a. Access to the citation data is available by citation number, vehicle license number, name, or VIN number, driver’s license number or ID number (whichever is applicable)
b. All citation information
c. Current status of the citation
d. Delinquent notice information, due date, mailing date e. Administrative review, hearing court appeals, and disposition information
f. Payment information, including all dates, amounts and payment codes g. Registered owner information and electronic facsimile of the original citation.

7. Service Pro vider shall confirm that updates to the System may not be performed or disrupt any operations during District business hours (6 a.m. to 6 p.m. Monday thru Friday).

8. Service Provider shall provide an online user’s manual, which includes systematic instructions for accessing computer database information, and a list and description of any codes used in screens accessed by the District.

9. Service Provider shall provide initial orientation and ongoing training on the use of software, database and equipment (inclu de a summary of the training program).

10. Service Provider shall take every precaution to ensure that the System, files, data, equipment, communications, and facilities are reliable. In the event that a natural disaster does disrupt the System, the Service Provider shall have a detailed, District approved Disaster Recovery Plan (Plan) in place within ninety (90) days of award of Agreement. The plan shall be tested and ready to be implemented for all key facilities so that services are restored quickly and in accordance with District performance st andards. Service Provider shall describe backup procedures for System failures and outline the Plan.

11. Service Provider shall respond within one (1) working day of a reported equipment or software failure by providing the on-site technical support at the District’s premises if the fault lies at a District site.

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12. Service Provider shall be responsible for providing a System made up of many different components, providing technical support for solution and future development, providing security for both physical facilities and District data, and ensuring that the proposed solution is protected through periodic maintenance and able to recover from major disruptions.

J. General Requirements

1. Applicable Federal, State and Local Law
All functions must be performed in accordance with all applicable federal, state and local laws. The selected Service Provider shall track and inform the District of all additions, changes, and deletions to existing laws affecting parking issues. Service Provider shall make the necessary adjustments in the System (hardware and software) to incorporate and modify all additions, changes and deletions to the existing parking regulations and statutes.

2. Ownership of Software
The District acknowledges that the software provided by the Service Provider and software programs provided by the Service Provider and used by the District have been developed by the Service Provider. The software provided is the proprietary and intellectual property of the Service Provider. The District agrees that all rights to any intellectual property is confidential information and shall remain the exclusive of the Service Provider.

All data collected on behalf of the District is the property of the District. None of the data shall be used for any other purpose. Upon termination or, expiry of any contractual Agreement, the Service Provider shall retain the District’s data for a minimum of (90) days and shall transfer District data in its possession to the District at no cost by using a method that protects the confidentiality of the information being exchanged and as agreed upon by the District but, at a minimum, data records shall be provided with binary images in TIFF, JPG, or PDF format.

3. Scheduled Downtime, Application Maintenance and Updates Downtimes require two (2) weeks written notification and approval from designated District staff. Scheduled downtime does not count against System availability. Maintenance of the System and self -service options must occur on Sundays or at a designated d own period when usage is at a minimum.

Service Provider shall indicate requirements for a scheduled maintenance window. Service Provider shall provide a test environment for quality assurance and control testing. System/programming changes and DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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maintenance must be conducted and tested in the test environment prior to deployment to the production environment. The test environment must be accessible to selected District staff. Service Provider shall make available to the District at no additional cost, all updates to the System as they are released so long as the District is currently under the Service Provider’s Agreement.

4. Collections and Federal Tax Board (FTB) Collections
If authorized by the District, Service Provider shall pursue individuals with unpaid citations that meet the criteria of special collections and/or Franchise Tax Board collections (FTB). Service Provider collections criteria includes: Not paid, not suspended, and in an open status. Service Provider shall mail out a delinquent letter of warning. If the citation remains unpaid Service Provider shall use one or several collections efforts including, but not limited to: Special Collections and/or FTB Collections and/or DMV holds.

5. PCI Certification
Service Provider shall be certified to meet payment card security requirements for Visa, MasterCard, American Express and Discover, including, but not limited to PCI DSS (Payment Card Industry Data Security Standards), PA DSS (Payment Application Data Security Standards) and PA BP (Payment Application Best Practices) requirements and other requirements as they are adopted by Visa, MasterCard, American Express and Discover. Service Provider shall provide written annual confirmation of PCI DSS compliance from the credit card types used by District (Visa, MasterCard, American Express and Discover). Service Provider shall immediately notify the District if it undergoes, or has reason to believe that it shall undergo, an adverse change resulting in the loss of compliance with the PCI DSS standards and/or other material payment card industry standard.

The real-time bank card authorization process shall be PCI Level 1 compliant and hardware/software must be PA -DSS validated at time of proposal submission. Service Provider shall provide evidence of Payment Card Industry-Data Security Standard (PCI -DSS) compliance at time of proposal submission. PCI compliance and real -time payment authorization must be displayed on the public-facing website

6. Security
Security includes the protect ion of physical items such as records, files, communications networks, cash, checks and citations. Security shall also DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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include guarding non -physical items such as the confidentiality of data, prevention of System abuse, and limiting access to only personnel with proper authorization.

Service Provider shall fully cooperate with regular audits by District staff and implement internal audits that shall be performed to review control policies and procedures, both physical and non-physical security, and provide any sample testing that shall be provided to ensure security. The results of internal audits performed by the Service Provider shall be reported quarterly to the District.

Service Provider shall describe the physical and non -physical security measures that shall be managed by the Service Provider upon implementation of the solution.

7. System Control
Service Provider’s System, shall identify and respond to requests for remedial maintenance, reports of System anomalies, and reports of user problems and System questions, including tools available to Service Provider's staff, software to be utilized, etc. The Service Provider's System shall be supported by staff of experienced, well trained technicians.

At a minimum, the contracted Service Provider shall:

a. Monitor its System for outages;
b. Monitor and evaluate performance;
c. Distribute daily problem status reports;
d. Track to resolution, all reported incidents; and,
e. Track and report on System availability.

Problem resolution procedures should include a comprehensive review process of management reports highlighting any special problem areas or trends and should be available for the District. At a minimum, the reports include, but are not limited to:

a. Problem status by site;
b. Response time statistics;
c. Monthly availability statistics; and
d. Statistics on the time required to make repairs.

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8. Implementation
Service Provider shall submit an implementation plan that includes the following:

a. A comprehensive description of the operational and staffing plan for the transfer of the citation files from the previous Service Provider. b. A demonstration of the Service Provider’s understanding of components to be considered in the transfer process.
c. A demonstration of the Service Provider’s capability of performing in good faith the transfer from the previous Service Provider. d. A plan for the disposition of citations issued by the current Service Provider.
e. An integration plan to receive/send permit/citation data (as applicable) f. A comprehensive list of items or support that the Se rvice Provider requires from the District in order to facilitate carrying out the implementation plan.
g. A timetable for assuming citation management operations and collection support.

9. Training
Service Provider shall train its staff in the use of its System, customer service performance standards set by the District, District policies and procedures, and in State law and local ordinances affecting parking enforcement and processing. The training shall be required for the Service Provider's staff.

Upon request, the Service Provider shall provide District staff with training in the operation and maintenance of the Service Provider’s System, including such topics as software functions, hardware use, and any System procedures that are unique to a particular job function. Service Provider shall also provide annual refresher training and new hire training for District staff. The refresher course should include training on new integrations, new features and new functionalities.

Service Provider shall deve lop and implement a detailed training plan for District staff for the operation of all System modules and processing functions.

The plan might e ncompass a combination of virtual, on-demand, in-person classroom, small group, and hands -on training in the us e of computer hardware and software and all related citation processing policies and procedures.

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Service Provider shall provide detailed System manuals and procedures manuals to District staff. Service Provider shall routinely update the manuals as policies or programs are changed.

There shall be no cost to the District for any of the listed training for the duration of this Agreement.

10. Manuals, Documentation & Forms

The Service Provider shall provide up-to-date, detailed documentation relating to all operational aspects of using its System. In addition, the Service Provider shall provide any forms required to use its System. This should include, but not be limited to:

a. Detailed user manuals explaining each component of the Service Provider's System;
b. Functional manuals, tailored to each processing unit, to explain the Service Provider's System as it relates to the job responsibilities of the particular user; and
c. Forms and the various documents which shall be completed by the public in order to conduct routine matters involving the processing and adjudication of parking citations.

11. Document Storage and Retrieval
Service Provider shall store all documents relating to operations for District for a minimum of five (5) years. Stored documents must be capable of being retrieved to substantiate financial adjustments to make citation corrections to resolve complaints and as evidence during adjudication. Service Provider shall notify the District as soon as reasonably possible of any discrepancies.

12. Records Destruction
Service Provider to perform destruction of records with District approval in compliance with the District’s policies. Data shall be removed and/or archived from the System daily. Data archived from the System shall be retained by Service Provider an archived database and is retained for a period of five (5) years unless returned to the District before that time. The District has the option to request such data. Data retained by Service Provider shall be done so in the format of the Service Provider ’ choice, unless otherwise agreed upon in writing by both parties.

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The Service Provider shall notify the District quarterly (by January 20 th, April 20th, July 20th, and October 20th) of the documents that have been maintained for five (5) years and are ready for destruction. The District shall provide written authorization for the Service Provider to destroy the documents.

Service Provider shall describe a plan for the destruction of records that is consistent with the District’s Records Retention Policy.

13. Inspection of Records
The Service Provider's records, which include, but are not limited to, accounting records (hard copy as well as computer data); written policies and procedures; organization charts; internal audit reports; all correspondence, reports, and invoices; daily r eports; and any other documents relating to the performance of this Agreement shall be open to inspection and subject to audit and/or reproduction by the District auditors, the District Attorney or any authorized representatives of the District as necessary to adequately permit evaluation and verification of Service Provider compliance with the Agreement provisions.

The Service Provider shall cooperate fully in furnishing or in making available to the District, whenever requested and in an expeditious manner, any records, information, materials, and data relating to determ ining Service Provider’s compliance with the Agreement.

14. Public Records

The District complies with the California Public Records Act (CPRA) and therefore all data in the System must be clearly identified as public, personal or confidential (such as data and information provided by the DMV).

15. Return and Ownership of Citation Data

All electronic and handwritten citations, reports, electronic media, and other relevant documents, shall be the property of the District shall be returned to the District upon either the completion of this Agreement or the termination of this Agreement within fifteen ( 15) days. This including copies and reproductions assembled or prepared by Service Provider’s employees, agents, and/or officers, in connection with this Agreement. Citation data returned to District by the Service Provider shall be done so in the format of Service Provider’s choice, unless otherwise agreed upon in writing by both parties.

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16. Auditing
The Service Provider shall perform on a monthly basis, random sampling of correspondence and suspend transactions for review against System processing and hard copy documentation. Special attention is required for suspends that result in the permanent cancellation of a citation.

Data entered to the System database shall be checked against the information entered on the original citations or permit records.

The Service Provider shall develop a procedure approved by the Department for random monitoring of phone calls to check the information and instructions given out by the Service Provider's staff for accuracy.

All transactions entered in the Service Provider’s System shall have an audit trail, which at a minimum shows the date and time of the transaction, the name or identification of the person who entered the transaction, and the appropriate processing codes. This information shall be accessible in an on-line real-time mode.

Upon two week written prior notice, all records shall be available for inspection or audit by the District at Service Provider’s location during regular business hours.

17. System Control & Security
The Service Provider’s System shall have security features that are designed to maintain the security of all information contained in the System database and maintain the confidentiality of informa tion. All System users shall be assigned a unique identity and password. As an additional security measure, a password change shall be required every thirty (30) days.

Based on an individual's password, the Service Provider’s System provide functional security by restricting certain functions such as permitting access to inquiry only and allow data update capability on an as-needed basis.

18. Subcontractors
The majority of the work as required herein and at the time the work is requested must be done by the awarded Service Provider.

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The work may not be subcontracted or sublet to another Service Provider unless the Service Provider has been listed on the Subcontractor List or a substitution of that contractor has been approved by District in advance of any scheduled or actual work.

19. Non-Performance
If District staff determines that there are deficiencies in the performance of any part of this Agreement, the Service Provider shall be notified, both verbally and in writing, each time service requirements are unsatisfactory and corrective action is necessary.

Upon notification of service failure, the Service Provider shall complete corrective action within the time frame specified in the notification.

Should the Service Provider fail to complete corrective ac tion within the specified time frame, the District may exercise the following measures:

 Deduct from the Service Provider’s payment, daily liquidated damages until deficiency is corrected;
 Withhold the entire or partial payment;
 Utilize District staff, or an alternate source, to correct the deficiency and deduct from the Service Provider’s payment the total cost, including District overhead.

K. System Interface Requirements

1. Maintaining real-time online communication with the California Department of Motor Ve hicles (DMV). This communication is required as part of this agreement to request registered owner information. The System shall interface with the California Department of Motor Vehicles (CA DMV) to provide Registered Owner (RO) information and to place holds (liens) on the vehicle registration. This capability must include the continuous placing and releasing of vehicle registration holds with the CA DMV and other states’ registries, if allowed by other states. The System shall allow to obtain registered owner information for out -of-state plates using the National Law Enforcement Telecommunications System (NLETs). The System shall accommodate DMV provided data including, but not limited to:
 RO Name
 RO Address
 RO City
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 RO State
 RO Zip Code
 RO Request Status
 RO Request Date
 Response Text
 Response Date
 Hold Status
 Hold Date
 Plate
 VIN
 Vehicle Make

The System shall automatically validate plate number by matching DMV provided vehicle make with officer provided vehicle make. The System shall have an integrated CA DMV look up/inquiry feature as well as CA DMV update feature. Service Provider shall include detailed description of CA DMV look up capabilities and limitations.

The CA DMV allows local jurisdictions to add the fine amount of unresol ved parking citations to the bill for annual vehicle registration renewal. This is called placing a “hold” on vehicle registration and is an effective means of securing payment of delinquent parking citations. The System shall provide a real-time interfac e with DMV to place these “holds” for unpaid parking citations, to “release” the holds within twenty-four (24) hours when a citation is resolved or a hearing is scheduled, and, if permitted by DMV, to reactivate a registration hold when appropriate as determined by the District. The System shall automatically provide next day confirmation that a registration hold or release was successful. The information required by DMV shall be automatically forwarded for registration hold processing and receipt by DMV acknowledged. Service Provider shall also have the ability to return registered owner’s information from the DMVs in every other state in the USA. It is highly desired the System have the means to process citations on vehicles with registered owners with out of country (particularly Mexico and Canada) addresses.

2. The System shall have the ability to lookup registered owner information and place holds and releases manually. Manual holds or releases requested by the District should be processed the same business day the request is received.

3. The System shall be able to receive parking citation data from a variety of electronic ticketing devices as well as via data entry of handwritten citations.

The minimum required fields for each citation issued are:

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 Issuing Agency
 Citation Number
 Issue Date
 License Plate
 State
 Expiration
 VIN
 Vehicle Make
 Vehicle Model/Style
 Color
 Violation Code
 Violation Description
 Officer Name
 Officer ID
 Meter Number
 Mark Time
 Location
 Fine Amount
 State Surcharge Amount
 Total Amount (sum of Fine Amount and State Surcharge Amount)  Officer Remarks
 Private Officer Remarks

Citations issued on an electronic ticketing device must transmit via wireless connection in real-time to the System regardless of handheld type or issuance software. System shall be capable of accepting citation data for handwritten tickets by batch or single entry. Handwritten citations that contain an error must be recorded in the System as incomplete and therefore suspended.

The System shall accommodate officer voids as distinguished from processing agency waivers and dismissals. Officer voids must be limited to point of issuance only. Duplicate citation numbers must be automatically identified and included in a report reviewed by the District. All citation data regardless of age, cannot be deleted or archived without written authorization from the District.

The System shall permit District staff generated adjustment transactions, waived amounts, voided citations, dismissed citations, late fee “roll back”, returned checks and refunds. The adjustments may include reversing an entire payment, modifying a payment amount, and ad justing the amount due to closing a citation and reopening a citation.

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The System shall accommodate three levels of parking citation appeals. (1) Administrative Review, (2) Administrative Hearing, and (3) Superior Court.

District staff shall be able to p lace the citation in a “suspend” status pending adjudication. “Suspend” status must stop the normal due date process until the “suspend” status is removed.

The System shall record the appealing parties name, address and email address as well as record eac h step along the appeal process including, but not limited to:

 Administrative Review Request Date
 Administrative Review Decision Date
 Administrative Review Decision
 Administrative Review Notes
 Administrative Hearing Request Date
 Administrative Hearing Outcome Date
 Administrative Hearing Outcome Decision
 Administrative Hearing Notes
 Superior Court Decision Date
 Superior Court Outcome
 Superior Court Notes

Once a decision is made at each of the three (3) levels, the System must automatically “unsuspend” the citation. If a citation is dismissed or reduced after it has been paid, the System shall flag the citation for a refund if applicable.

The public must be able to request an Administrative Review and an Administrative Hearing online. The District shall have a location set-up for the public to submit appeals in person Monday through Thursday from 8:00 a.m. to 5:00 p.m. at the following address: San Diego Harbor Police 3380 N.

Harbor Drive, San Diego, CA 92101.

Performing and processing of all 1 st level administrative reviews shall not be out -sourced. The District and its designated staff shall conduct all 1 st level administrative reviews. Service Provider shall be responsible for conducting all 2 nd level administrative hearings and coordinating all 3 rd level hearings (Court) on behalf of the District.

4. The System shall be able to initiate the process to mail Distric t designated parking citation notices in accordance with District provided timeline and business rules. The System shall be able to accommodate a District DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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established series of notices, which is fully automated based on District provided business rules and timelines, including, but not limited to:

 1st Notice (late1)
 2nd Notice (late 2)
 Appeal Request Received/Accepted
 Appeal Request Denied – Late
 Appeal Decision Liable/Not Liable
 Hearing Request Received/Accepted
 Hearing Request Denied – Late
 Hearing Decision Liable/Not Liable
 Partial Payment Received/Balance Due

Service Provider shall include a description of how they shall print and mail these notices. The System must record the notice type, mailing date and mailing address of each notice.

The System shall allow the District to manually generate, print and mail notices when necessary. If a notice was already systematically generated and mailed, the District requires the ability to re -print that notice in -house and have it be an exact copy of what was already generated. This action must not cause any change in citation timeline and due date.

Notices shall be printed and mailed in order to maintain customer confidentiality regarding the content of the notice, these shall be mailed First Class via the United States Postal Service within 24 hours to any U.S. address and preferably also to addresses out of the country, especially Mexico and Canada.

Service Provider shall provide a secure portal that allows the District to review and approve daily notices. Notices must be available for reprint from the secure site and must be retained for a least a period of three (3) years.

L. Third-Party Integration

Service Provider’s system shall be able to integrate with the District’s current providers (IPS, Group, Inc., Cale America, Inc. dba Flowbird, Passport Labs, Inc., and Motorola Solutions, Inc. formerly Vigilant Solutions) at no additional cost to the District. Transactional data used for enforcement shall be transmitted and integrated in real time from the Equipment to all of the District’s sub -systems DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment A Page 22 of 22 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
including, but not limited to LPR, using industry standard secure communication methods and protocols.

M. Audited Financials

Service Provider shall provide yearly audited financials upon request through the term of the Agreement.

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment B Page 1 of 5 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

ATTACHMENT B

COMPENSATION & INVOICING
San Diego Unified Port District

1. COMPENSATION.

a. For the satisfactory performance and completion of the services under this Agreement, District shall pay Service Provider compensation as set forth hereunder.

(1) Service Provider shall be compensated and reimbursed by District on the basis of invoices submitted each month for services performed during the pr eceding month. Invoice(s) shall be on a Fixed Fee and/or Time and Materials basis.

(a) Each invoice for Fixed Fee work shall include:

Date work performed;
Description of the work performed;
Percent of total work being invoiced;
Percent of total work completed;
Direct Costs.

(b) Each invoice for Time and Materials work shall include:

Date work performed;
Description of the work performed;
Hours worked by personnel classification;
Rate per personnel classification;
Total personnel cost by classification; and
Direct Costs.

(2) Services shall be invoiced in accordance with the following Fee Schedule:

CORE PRICING

PARKING CITATIONS
Description Unit (per/each) Fee
Cost per Citation (manual citation,
includes data entry)
Per manual citation
keyed $0.45
Cost per Citation (electronic) Per electronic
citation issued $0.40
Delinquent Notices Per delinquent
notice sent $0.72
Postage – First Class Rates (for all
correspondence mailed)
Included in each
notice fee Included
Out of State Collections Per amount
collected 23%
DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment B Page 2 of 5 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

CORE PRICING

PARKING CITATIONS
Description Unit (per/each) Fee
Payment processing - Included
Other Correspondence Letter Per letter sent $0.80
Credit Card Convenience Fee (Per
transaction, charged to the public) Per transaction $3.50 1st Level Hearing Hold Payment
(Includes cost of scanning associated
documents)
Per 1st Level Hold $0.50
2nd Level Hearing Scheduling (Includes
cost of scanning associated
documents)
Per 2nd Level Hold $0.50
2nd Level Hearing Officer costs, per
hour Per Hearing $45.00
DMV Hold Placements Per placement Included
Conversion Cost Conversion Included
Online Contesting Per appeal $0.50
Payment Plan Admin Fee (Per
transaction, charged to the public) Per payment plan $15.00 Indigent Hold Payment (Includes cost
of scanning associated documents)
The District shall review and make
indigent determination.

Per payment plan $2.50
Indigent Review Determination Fee
(Cost of indigent hold payment
included)
Per payment plan $5.00
Refunds fee - per refund check issued
(Service provider shall process on
behalf of the District)
Per refund issued $3.00

COLLECTIONS
Description Unit (per/each) Fee
Preliminary Collections (citations 90
days past due date, but not over 13
months). Criteria can be changed per
District request.

Per amount
collected 23%
FTB Collections Per amount
collected 15%
FTB Pre Intercept Notice (letter) Per letter $0.00
Social Security Number search for FTB
processing Per SSN $2.25
Advanced Collections Per amount
collected 30%
Accounting Fee (per month fixed fee) Per month $100.00
DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment B Page 3 of 5 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

EQUIPMENT HARDWARE/SOFTWARE
Description Unit (per/each) Fee
Upgrade of current Equipment (12 –
Samsung Galaxy S8 cellphones, with
and without printers) (Cost to include
software installation, license fee,
support, maintenance and any future
as-needed updates and upgrades).

Per unit w/ printer $1,300.00
Per unit w/out printer $950.00
Annual SW License
Fee per unit per
year
$150.00
Monthly
maintenance per
unit per month
$25.00
Software installation, software support,
maintenance, and as-needed updates
and upgrades (District owned
Equipment)
Per unit per month $15.00
Software installation, software support,
and maintenance (District owned
Sworn Officer Cellphones)
Per unit per month $15.00
Leasing of new Equipment, which
should include the handheld issuance
citation device and similar portable
printer (up to 12 units) (Cost shall
include polythermal paper, software
installation, license fee, hardware/
software support, as-needed updates
and upgrades and any other material
designated for the use of the
Equipment)
Per unit per month
inclusive of printer
for 36 months.

This fee is exclusive
of paper cost
$65.00

TICKET STOCK & MANUAL CITATION BOOKLETS
Description Unit (per/each) Fee
Ticket Stock – Polythermal Paper 250 Rolls $2,500.00
Ticket Stock – Polythermal Paper 500 Rolls $4,000.00
Manual Citation Booklets (Duplicate
Form)
5,000 citations (100
booklets with 50
citations per booklet)
$1,650.00

THIRD PARTY INTEGRATIONS
Description Unit (per/each) Fee
Integration fees, if applicable Per integration No Cost

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment B Page 4 of 5 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

TRAINING
Description Unit (per/each) Fee
All training, which shall include
refresher, new hire, on demand, as-
needed software and equipment
training
Per training No Cost

Note: Fees not shown in the Fee Schedule above may be allowed by written authorization of District.

2. INVOICING.

a. Payment Documentation . As a prerequisite to payment for services, Service Provider shall invoice District for services performed and for reimbursable expenses authorized by this Agreement, accompanied by such records, receipts and forms as required.

b. Service Provider shall include the following information on each invoice submitted for payment by District, in addition to the information required in Section 1, above:

1) Agreement No. 70-2022MA
2) If applicable, the Task Authorization(s) (TA) number being charged. 3) The following certification phrase, with printed name, title and signature of Service Provider’s project manager or designated representative:

“I certify under penalty of perjury that the above statement is just and correct according to the terms of Document No. ___________, and that payment has not been received.”

4) Dates of service provided
5) Date of invoice
6) A unique invoice number

c. District shall, at its discretion, return to Service Provider, without payment, any invoice, which has been submitted without the above information and certification phrase.

d. Invoices shall be mailed to the attention of: Liza Anderson , Guest Experiences - Parking, San Diego Unified Port District, P.O. Box 120488, San Diego, CA 92112-0488.

e. Should District contest any portion of an invoice, that portion shall be held for resolution, but the uncontested balance shall be processed for payment.

District may, at any time, conduct an audit of any and all records kept by Service Provider for the Services. Any overpayment discovered in such an DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423
74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Attachment B Page 5 of 5 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
audit may be charged against the Service Provider’s future invoices and any retention funds.

f. Service Provider shall submit all invoices within thirty (30) days of completion of work represented by the request and within sixty (60) days of incurring costs to be reimbursed under the Agreement. Payment will be made to Service Provider within thirty (30) days after receipt by District of a proper invoice.

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Exhibit A Page 1 of 2 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

TASK AUTHORIZATION NO. _

(Date)

(Name)
(Title)
(Name of Company)
(Address)
(City, State, Zip)
Email:

Subject: Task Authorization for Agreement No. __- 20__
(Agreement Title)

You are authorized to proceed with the work described in this correspondence, in an amount not to exceed $_____________. This Task Authorization is in accordance with the terms of the subject agreement. Please cite TA #_ on invoice(s) for this Task.

TASK DESCRIPTION

1. Requestor: 4. WBS or IO/ Cost
Center:

2. Date of Request: 5. Task Start Date:

3. Task Budget: $ 6. Task End Date:

7. Task Title:

8. Scope of Services.

(DEPARTMENT NAME)
San Diego Unified Port District
P.O. Box 120488
San Diego, CA 92112-0488
(619) 686-____
Fax (619) 725-____

EXHIBIT A

TASK AUTHORIZATION FORM
San Diego Unified Port District

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No. 70-2022MA / RFP No. 22-04MA; Exhibit A Page 2 of 2 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

9. Contractor Staffing (If applicable)
Name Classification Hours
Staff as needed per Agreement rates

10. List of Sub-Contractors (If applicable)
N/A

11. Please acknowledge acceptance of this Task Authorization by signing below and returning via mail to ______________, Contracts Administrator, at the address above.

APPROVALS

Service Provider: Project Manager:

Signature: Signature:

Name: Name:

Title: Title: Project Manager
Firm: Date:

Date:

Manager: Director/Chief Engineer:

Signature: Signature:

Name: Name:

Title: Manager Title: Director/Chief Engineer
Date: Date:

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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_
Agreement No. 70-2022MA / RFP No. 22-04MA; Exhibit B Page 1 of 2 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

EXHIBIT B

CERTIFICATE OF INSURANCE
San Diego Unified Port District
By signing this form, the authorized agent or broker certifies the following:
(1) The Policy or Policies described below have been issued by the noted Insurer(s) [Insurance Company(ies)] to the Insured and is (are) in force at this time.
(2) As required in the Insured’s agreement(s) with the District, the policies include, or have been endorsed to include, the coverages or conditions of coverage noted on page 2 of this certificate. (3) Signed copies of all endorsements issued to effect require coverages or conditions of coverage are attached to this certificate.

Return this form to: San Diego Unified Port District c/o Ebix BPO
P.O. Box 100085 – 185
Duluth, GA 30096 – OR –
Email: [email protected]
Fax: 1-866-866-6516
Name and Address of Insured (Consultant)

SDUPD Agreement Number: ____________________
This certificate applies to all operations of named insureds on District property in connection with all agreements between the District and Insured.

CO LTR TYPE OF INSURANCE POLICY NO. DATES LIMITS

Commercial General Liability
 Occurrence Form
 Claims-made Form
Retro Date __________
 Liquor Liability
Deductible/SIR: $_________
Commencement Date:

Expiration Date:

Each Occurrence:

$___________________________________

General Aggregate:

$___________________________________
Commercial Automobile Liability
 All Autos
 Owned Autos
 Non-Owned & Hired Autos

Commencement Date:

Expiration Date:

Each Occurrence:

$
Workers Compensation –
Statutory
Employer’s Liability
Commencement Date:

Expiration Date:

E.L. Each Accident $

E.L. Disease Each Employee $

E.L. Disease Policy Limit $
Professional Liability
 Claims Made
Retro-Active Date ______________
Commencement Date:

Expiration Date:

Each Claim

$
Excess/Umbrella Liability Commencement Date:

Expiration Date:

Each Occurrence: $_______________________

General Aggregate:$_______________________

CO LTR COMPANIES AFFORDING COVERAGE A. M. BEST RATING
A
B
C
D
A. M. Best Financial Ratings of Insurance Companies Affording Coverage Must be A-VII or better unless approved in writing by the District.

Name and Address of Authorized Agent(s) or Broker(s)

E-mail Address:

Phone: Fax Number:

Signature of Authorized Agent(s) or Broker(s)
Date:

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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_
Agreement No. 70-2022MA / RFP No. 22-04MA; Exhibit B Page 2 of 2 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

SAN DIEGO UNIFIED PORT DISTRICT

REQUIRED INSURANCE ENDORSEMENT
ENDORSEMENT NO. EFFECTIVE DATE POLICY NO.

NAMED INSURED:

GENERAL DESCRIPTION OF AGREEMENT(S) AND/OR ACTIVITY(IES):

All written agreements, contracts and leases with the San Diego Unified Port District and any and all activities or work performed on district premises

Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The San Diego Unified Port District, its officers, agents, and employees are additional insureds in relation to those operations, uses, occupations, acts, and activities described generally above, including activities of the named insured, its officers, agents, employees or invitees, or activities performed on behalf of the named insured.

2. Insurance under the policy(ies) listed on this endorsement is primary and no other insurance or self -insured retention carried by the San Diego Unified Port District will be called upon to contribute to a loss covered by insurance for the named insured.

3. This endorsement shall include a waiver of transfer of rights of recovery against the San Diego Unified Port District (“Waiver of Subrogation”).

4. The policy(ies) listed on this endorsement will apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.

5. As respects the policy(ies) listed on this endorsement, with the exception of cancellation due to nonpayment of premium, thirty (30) days written notice by certified mail, return receipt requested, will be gi ven to the San Diego Unified Port District prior to the effective date of cancellation. In the event of cancellation due to nonpayment of premium, ten (10) days written notice shall be given.

Except as stated above, and not in conflict with this endorseme nt, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements or exclusions of the policy(ies) to which this endorsement applies.
___________________________________________________________________________ (NAME OF INSURANCE COMPANY)
___________________________________________________________________________ (SIGNATURE OF INSURANCE COMPANY AUTHORIZED REPRESENTATIVE)

MAIL THIS ENDORSEMENT AND NOTICES OF CANCELLATION:

San Diego Unified Port District
c/o Ebix BPO
P.O. Box 100085 – 185
Duluth, GA 30096 – OR –
Email to: [email protected]
Fax: 1-866-866-6516

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No.: 70-2022MA / RFP No. 22-04MA; Exhibit C Page 1 of 6 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

EXHIBIT C

Employment and Ownership Report

Submitted to:

Diversity, Equity, and Inclusion
Port of San Diego

Submitted by:

Name of Business
Contact Person
Address
City, State, Zip Code
Phone Number
FAX Number
E-Mail Address
Date
Signature

The submittal of this information and subsequent DEI updates and/or reports required by Agreement language is for recordkeeping and tracking purposes only and will not be used as a basis for decisions, unless Service Provider fails to provide such information.

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No.: 70-2022MA / RFP No. 22-04MA; Exhibit C Page 2 of 6 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences
A. Employment Report

Job Categories
Number of Employees – Report Employees in only one category Race/Ethnicity
Women Men Nonbinary
Total
Col
A-U White
Black or
African
American
Hispanic Native
Hawaiian
or Other
Pacific
Islander
Asian
American
Indian or
Alaska
Native
Two
or
More
Races
White
Black or
African
American
Hispanic Native
Hawaiian
or Other
Pacific
Islander
Asian
American
Indian or
Alaska
Native
Two
or
More
Races
White
Black or
African
American
Hispanic Native
Hawaiian
or Other
Pacific
Islander
Asian
American
Indian or
Alaska
Native
Two
or
More
Races

A B C D E F G H I J K L M N O P Q R S T U V
Executives

Mid-Level
Executives

Professionals

Technicians

Sales
Workers

Admin
Support

Craft
Workers

Operatives

Laborers

Service
Workers

Total

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No.: 70-2022MA / RFP No. 22-04MA; Exhibit C Page 3 of 6 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

B. Explanation for Completing Employment Data

Employment data must include ALL current full-time and part-time employees. Employees must be counted by sex and race/ethnic category for each of the occupational categories. You may acquire the race/ethnic information necessary for this report either by voluntary self -identification surveys of the workforce, or from post -employment records, or visual surveys of the workforce. Eliciting information on the race/ethnic identity of an employee by direct inquiry is not allowed.

For the purpose of this report, an employee may be included in the group to which they appear to belong, identifies with, or is regarded in the community as belonging. However, no person should be counted in more than one race/ethnic group. The race/ethnic categories for this survey are:

 Hispanic or Latino – A person of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin regardless of race.

 White – A person having origins in any of the original peoples of Europe, the Middle East, or North Africa.

 Black or African American – A person having origins in any of the Black racial groups of Africa.

 Native Hawaiian or Other Pacific Islander – A person having origins in any of the peoples of Hawaii, Guam, Samoa, or other Pacific Islands.

 Asian – A person having origins in any of the original peoples of the Far East, Southeast Asian, or the Indian Subcontinent, including, for example, Cambodia, China, India, J apan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand, and Vietnam.

 American Indian or Alaska Native – A person having origins in any of the original peoples of North and South America (including Central America), and who maintain tribal affil iation or community attachment.

 Two or More Races – All persons who identify with more than one of the above five races.

To assist you in determining where to place your jobs within the occupational categories, a description of job categories is as follows:

 Executives (Officials and Managers): Individuals, who plan, direct and formulate policies, set strategy and provide the overall direction of enterprises/organizations for the development and delivery of products or services, within the parameters ap proved by boards of directors or other governing bodies. Residing in the highest levels of organizations, these executives plan, direct or coordinate activities with the support of subordinate executives and staff managers. They include, in larger organiza tions, those individuals within two reporting levels of the CEO, whose responsibilities require frequent interaction with the CEO. Examples of these kinds of managers are chief executive officers, chief operating officers, chief financial officers, line of business heads, presidents or executive vice presidents of functional areas or operating groups, chief

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Agreement No.: 70-2022MA / RFP No. 22-04MA; Exhibit C Page 4 of 6 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

information officers, chief human resources officers, chief marketing officers, chief legal officers, management directors and managing partners.

 Mid-Level Executives: Individuals who serve as managers, other than those who serve as Executive/Senior Level Officials and Managers, including those who oversee and direct the delivery of products, services, or functions at group, regional or divisional l evels of organizations. These managers receive directions from the Executive/Senior Level management and typically lead major business units. They implement policies, programs, and directives of executive/senior management through subordinate managers and within the parameters set by Executive/Senior Level management. Examples of these kinds of managers are vice presidents and directors, group, regional or divisional controllers; treasurers; human resources, information systems, marketing, and operations managers.

The First/Mid -Level Officials and Managers subcategory also includes those who report directly to middle managers. These individuals serve at functional, line of business segment or branch levels and are responsible for directing and executing the day-to-day operational objectives of enterprises/organizations, conveying the directions of higher-level officials and managers to subordinate personnel and, in some instances, directly supervising the activities of exempt and non-exempt personnel. Examples of these kinds of managers are:
first-line managers; team managers; unit managers; operations and production managers; branch managers; administrative services managers; purchasing and transportation managers; storage and distribution managers; call ce nter or customer service managers; technical support managers; and brand or product managers.

 Professionals: Most jobs in this category require bachelor and graduate degrees, and/or professional certification. In some instances, comparable experience may establish a person’s qualifications. Examples of these kinds of positions include accountants and auditors; airplane pilots and flight engineers; architects; artists; chemists; computer programmers; designers; dieticians; editors; engineers; lawyers; lib rarians; mathematical scientists; natural scientists; registered nurses; physical scientists; physicians and surgeons; social scientists; teachers; and surveyors.

 Technicians: Jobs in this category include activities that require applied scientific skills , usually obtained by post -secondary education of varying lengths, depending on the particular occupation, recognizing that in some instances additional training, certification, or comparable experience is required. Examples of these types of positions inc lude drafters; emergency medical technicians; chemical technicians; and broadcast and sound engineering technicians.

 Sales Workers: These jobs include non -managerial activities that wholly and primarily involve direct sales. Examples of these types of positions include advertising sales agents; insurance sales agents; real estate brokers and sales agents; wholesale sales representatives; securities, commodities, and financial services sales agents; telemarketers; demonstrators; retail salespersons; counter and rental clerks; and cashiers.

 Administrative Support Workers : These jobs involve non -managerial tasks providing administrative and support assistance, primarily in office settings. Examples of these types of positions include office and administrative support workers; bookkeeping; accounting and auditing clerks; cargo and freight agents; dispatchers; couriers; data entry keyers; computer DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Requesting Department: Guest Experiences

operators; shipping, receiving and traffic clerks; word processing and typists; proofreaders; desktop publishers; and general office clerks.

 Craft Workers: Most jobs in this category include higher skilled occupations in construction (building trade craft workers and their formal apprentices) and natural resource extraction workers. Examples of these types of positio ns include boilermakers; brick and stone masons; carpenters; electricians; painters (both construction and maintenance); glaziers; pipe layers; plumbers, pipe fitters and steamfitters; plasterers; roofers; elevator installers; earth drillers; derrick operators; oil and gas rotary drill operators; and blasters and explosive workers. This category also includes occupations related to the installation, maintenance and part replacement of equipment, machines, and tools, such as: automotive mechanics; aircraft m echanics; and electric and electronic equipment repairers. This category also includes some production occupations that are distinguished by the high degree of skill and precision to perform them, based on clearly defined task specifications, such as millwrights, etchers, and engravers; tool and die makers; and pattern makers.

 Operatives: Most jobs in this category include intermediate skilled occupations and include workers who operate machines or factory -related processing equipment. Most of these occupations do not usually require more than several months of training. Examples include textile machine workers; laundry and dry-cleaning workers; photographic process workers; weaving machine operators; electrical and electronic equipment assemblers; semiconductor processors; testers, graders, and sorters; bakers; and butchers and other meat, poultry, and fish processing workers. This category also includes occupations of generally intermediate skill levels that are concerned with operating and controlling equ ipment to facilitate the movement of people or materials, such as: bridge and lock tenders; truck, bus, or taxi drivers; industrial truck and tractor (forklift) operators; parking lot attendants; sailors; conveyor operators; and hand packers and packagers.

 Laborers: Jobs in this category include workers with more limited skills who require only brief training to perform tasks that require little or no independent judgment. Examples include production and construction worker helpers; vehicle and equipment c leaners; laborers; freight, stock, and material movers; service station attendants; construction laborers; refuse and recyclable materials collectors; septic tank services; and sewer pipe cleaners.

 Service Workers: Jobs in this category include food servi ce, cleaning service, personal service, and protective service activities. Skill may be acquired through formal training, job- related training, or direct experience. Examples of food service positions include cooks; bartenders; and other food service workers. Examples of personal service positions include medical assistants and other healthcare support positions; hairdressers; ushers; and transportation attendants. Examples of cleaning service positions include cleaners; janitors; and porters. Examples of protective service positions include transit and railroad police and fire fighters; guards; private detectives and investigators.

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Agreement No.: 70-2022MA / RFP No. 22-04MA; Exhibit C Page 6 of 6 Service Provider: Data Ticket, Inc.

Requesting Department: Guest Experiences

C. Statement of Ownership

Is your firm currently certified as any of the following (check all that apply) and if so, please identify the certifying agency:

Small Business Enterprise (SBE) certified by:

Veteran owned business (VBE) certified by:

Woman owned business (WBE) certified by:

LGBTQIA+ owned business certified by:

Minority owned business (MBE) certified by:

HUBZone

Disabled Veteran owned business (DVBE),
certified by:

Other:

Please check here  if you believe you are eligible for any of the above certifications, and for WBE or MBE please voluntarily self-identify as follows and DEI staff will contact you with certification information:

Gender: Ethnicity:
 Woman  Hispanic or Latino  Native Hawaiian/Pacific Islander  Male  White  American Indian/Alaska Native
 Nonbinary  Black or African American  Two or More Races

Type of Legal Business Structure: (check all that apply)  Sole Proprietorship  Corporation
 Limited Liability Partnership  Limited Liability Company  Partnership  Privately Held
 Publicly Traded  Other, please describe:

Identify the majority owner(s) of the firm:

Name/Title: Address: Email: Phone: % Owned: Years Owned:

DocuSign Envelope ID: 413CBC5B-CACA-4740-ABB7-271EAFD188DB 74423

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Certificate Of Completion
Envelope Id: 413CBC5BCACA4740ABB7271EAFD188DB Status: Completed Subject: Please DocuSign: Agreement 70-2022MA - Data Ticket Inc.

Source Envelope:

Document Pages: 56 Signatures: 3 Envelope Originator:

Certificate Pages: 6 Initials: 0 Mark Adams
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
3165 Pacific Highway
San Diego, CA 92101
[email protected]
IP Address: 207.215.153.162
Record Tracking
Status: Original
6/29/2022 2:55:46 PM
Holder: Mark Adams
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: San Diego Unified Port District Location: DocuSign Signer Events Signature Timestamp
Brook Westcott
[email protected]
Chief Operating Officer
Data Ticket, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 70.182.197.222
Sent: 6/29/2022 3:23:44 PM
Viewed: 6/29/2022 4:06:24 PM
Signed: 6/29/2022 4:06:32 PM
Electronic Record and Signature Disclosure:

Accepted: 6/29/2022 4:06:24 PM
ID: e67ba951-f87d-479f-b247-59f710ec9b7a
Company Name: San Diego Unified Port District
Mark Adams
[email protected]
Procurement Analyst I
Port of San Diego
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 207.215.153.162
Sent: 6/29/2022 4:06:36 PM
Viewed: 8/9/2022 3:49:01 PM
Signed: 8/9/2022 3:49:07 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Rebecca Harrington
[email protected]
X
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.243.215.128
Signed using mobile
Sent: 8/9/2022 3:49:10 PM
Viewed: 8/10/2022 9:20:44 AM
Signed: 8/10/2022 9:21:02 AM
Electronic Record and Signature Disclosure:

Accepted: 8/10/2022 1:02:32 PM
ID: 8a58ad17-479b-41fa-b418-97fcf66288c0
Company Name: San Diego Unified Port District
Ken Wallis
[email protected]
Director
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 207.215.153.162
Sent: 8/10/2022 9:21:05 AM
Viewed: 8/10/2022 9:31:17 AM
Signed: 8/10/2022 9:31:59 AM
Electronic Record and Signature Disclosure:

Reference Copy
74423
(6)

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Signer Events
Signature
Timestamp
Accepted: 4/29/2021 3:55:36 PM
ID: 9f05c640-3951-4a87-9300-430e82187f40
Company Name: San Diego Unified Port District
Gabby Livingston
[email protected]
Document Management Associate-ODC
Port of San Diego
Signing Group: ODCDocusign
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 207.215.153.162
Sent: 8/10/2022 9:32:02 AM
Viewed: 8/10/2022 2:55:57 PM
Signed: 8/10/2022 2:59:09 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Liza Anderson
[email protected]
Assistant Parking Manager-Port as a
Service-Parking
San Diego Unified Port District
Security Level: Email, Account Authentication
(None)
Sent: 8/10/2022 2:59:12 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
DocuSign Core Notify Group
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/10/2022 2:59:12 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
OGC Incoming Docs
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/10/2022 2:59:12 PM
Electronic Record and Signature Disclosure:

Accepted: 8/3/2022 3:35:36 PM
ID: e0c2451b-1ca9-4f3d-a458-1c8f9e3cf7cd
Company Name: San Diego Unified Port District
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
6/29/2022 3:23:45 PM
Certified Delivered
Security Checked
8/10/2022 2:55:57 PM
Signing Complete
Security Checked
8/10/2022 2:59:09 PM

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Envelope Summary Events
Status
Timestamps
Completed
Security Checked
8/10/2022 2:59:12 PM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure

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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, San Diego Unified Port District (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 4/29/2021 8:53:11 AM Parties agreed to: Brook Westcott, Rebecca Harrington, Ken Wallis, OGC Incoming Docs

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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact San Diego Unified Port District:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected]

To advise San Diego Unified Port District of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from San Diego Unified Port District To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with San Diego Unified Port District To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify San Diego Unified Port District as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by San Diego Unified Port District during the course of your relationship with San Diego Unified Port District.

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RESOLUTION NO. 2023 -

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY ,

CALIFORNIA WAIVING THE FORMAL BID PROCESS PURSUANT TO NATIONAL CITY MUNICIPAL CODE SECTION 2.60.260 REGARDING COOPERATIVE

PURCHASING AND AUTHORIZING THE CITY TO PIGGYBACK ONTO SAN DIEGO UNIFIED PORT DISTRICT AGREEMENT #70-2022MA WITH DATA TICKET, INC.,

FOR PARKING CI TATION PROCESSING SERVICES IN A NOT -TO-EXCEED AMOUNT OF $70,000

WHEREAS, the City of National City desires to employ a Data Ticket to provide comprehensive parking citation processing services; and WHEREAS, Data Ticket, Inc. has been determined to be a provider with expertise in parking management services, equipment and products that meet the City’s parking management needs and is qualified by experience and ability having served approximately 400 agencies throughout the Unites States since 1989; and, WHEREAS, the City Council of National City is authorized to waive the formal bid process pursuant to National City Municipal Code Section 2.60.260 regarding cooperative purchasing.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,

CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:

Section 1: That the City Council hereby authorizes the City Manager to enter into an Agreement between the City of National City and Data Ticket, Inc. for parking citation processing services per the scope of services, attached to the Agenda Report as Exhibit A.

Section 2. That the bid process with Data Ticket, Inc. is waived pursuant to National City Municipal Code Section 2.60.260 which allows the City of National City to piggyback onto San Diego Unified Port District Agreement #70-2022MA with Data Ticket, Inc.

Section 2: That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

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Resolution No. 2023 –
Page Two

PASSED and ADOPTED this 7th day of February, 2023.

Ron Morrison, Mayor

ATTEST:

Shelley Chapel, Acting City Clerk

APPROVED AS TO FORM:

Barry J. Schultz, City Attorney

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AGENDA REPORT

Department: Library and Community Services
Prepared by: Joyce Ryan, Library & Community Services Director Meeting Date: Tuesday, February 7, 2023
Approved by: Brad Raulston, City Manager

SUBJECT:

Approval of Agreement with EXOS Community Services LLC for Las Palmas Pool Operations

RECOMMENDATION:

BOARD/COMMISSION/COMMITTEE PRIOR ACTION:

Not Applicable.

EXPLANATION:

EXOS Community Services, LLC has provided aquatics programs and services at Las Palmas Pool since 2015. They have continued in that role since then, with the exception of a short period of closure due to COVID.

On October 19, 2021, the City Council approved the emergency repairs to Las Palmas Pool. The pool widening project was approved on February 1, 2022, and the new Las Palmas Pool Wellness Center was approved at the February 15, 2022 meeting. During this time, EXOS staff have contributed valuable information and insight into pool operations, assisting staff and consultants with their knowledge.

The most recent agreement with EXOS Community Services LLC was approved by City Council on June 16, 2020 following a closure due to COVID. The First Amendment to the Agreement was approved by City Council on June 15, 2021 extending the term of the agreement to June 30, 2022. The Second Amendment to the Service Agreement approved by City Council on June 21, 2022 extended the term to December 31, 2022.

Staff are anticipating the reopening of the pool in Spring 2023. The continued service of EXOS will ensure a smooth transition to the new pool operation. Due to the pool widening, there are additional opportunities for programming and revenue generation. Staff are recommending a longer agreement as this allows EXOS to better serve the community by providing consistent programming and compete for lifeguard staff during a nationwide lifeguard shortage.

The proposed new agreement with EXOS includes a few modifications to the City’s standard contract. These modifications include limiting EXOS’s indemnity obligations to negligent performance of its obligations and the inclusion of a mutual liability cap. As EXOS provides world- class services on an international basis, and, as a much larger organization than it was in 2018,

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it can no longer assume the risks it has historically assumed under the prior contract. Given that EXOS’s scope of work is limi ted to programming and the City is responsible for maintenance of the public facility the proposed modifications are reasonable.

FINANCIAL STATEMENT:

Revenues and expenditures for pool operations were included in the FY23 budget.

RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:

Parks, Recreation and Library

ENVIRONMENTAL REVIEW:

This is not a project under CEQA and is therefore not subject to environmental review.CCR15378; PRC 21065.

PUBLIC NOTIFICATION:

Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.

ORDINANCE:

Not Applicable

EXHIBITS:

Exhibit A – Service Agreement between City and EXOS Community Services Exhibit B – EXOS Community Services – Las Palmas Pool Budget FY23 Exhibit C – Second Amendment to Service Agreement for City and EXOS Community Services July 1, 2022 – December 31, 2022
Exhibit D – Resolution

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Service Agreement Page 1 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

SERVICE AGREEMENT BY AND BETWEEN

THE CITY OF NATIONAL CITY AND

EXOS COMMUNITY SERVICES LLC

This Service Agreement (this “Service Agreement”) is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation (the “CITY”), and EXOS COMMUNITY SERVICES, LLC, a New Jersey limited liability company (“EXOS”).

RECITALS

A. The CITY owns the real property commonly known as Las Palmas Pool, located at 1800 East 22nd Street, National City, California (the “Premises”) as depicted in Exhibit “A.”

B. EXOS is a privately-held fitness and wellness management and consulting company in the business of designing, managing, and operating all aspects of mixed-use health, fitness and aquatics centers similar to Las Palmas Pool.

C. The CITY wishes to have EXOS operate the Las Palmas Pool with EXOS programs serving the local community.

D. The CITY is responsible for repair and maintenance of the Premises, which includes improvements, landscaping, facility maintenance, janitorial maintenance, chemical maintenance and information technology. The City desires to engage EXOS to operate the Premises, which includes, personnel, programming, events and operating procedures and policies.

NOW, THEREFORE, in consideration of the foregoing facts, and in consideration of the promises and covenants hereinafter set forth, the parties agree as follows:

ARTICLE 1

TERM OF AGREEMENT

1.1 Term. The term of this Service Agreement shall be for the period beginning January 1, 2023 (the “Commencement Date”) and terminating on June 30, 2027.

1.2 Option to Extend Term. If EXOS is not in default of any provision of this Agreement upon the expiration of the term described in Article 1.1, the City Council may extend the term upon mutual agreement between the parties. The CITY and EXOS may mutually agree to extend the term of this Service Agreement for up to two (2) additional five (5) year terms. The initial period, and any extension pursuant to this Article 1.2, shall collectively be referred to hereafter as the “Term.”

DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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Service Agreement Page 2 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

1.3 Transition Period. Should the CITY or EXOS not extend this Service Agreement pursuant to Article 1.2, EXOS will make every effort to transition operations to the CITY over the six (6) month period that precedes expiration of the Term.

ARTICLE 2

PREMISES AND PERSONAL PROPERTY

2.1 Facilities to be Operated. The CITY hereby engages EXOS to operate the Premises as of the Commencement Date. EXOS will operate the Premises for the benefit of the citizens of National City subject to the covenants and conditions set forth in this Service Agreement.

Facilities to be operated include: (1) the Olympic-size pool; (2) the activity pool; (3) the locker rooms; (4) pump and storage rooms; (5) lobby; and (6) administrative offices (the “Facilities”).

Upon completion of construction of the new proposed pool building, EXOS will operate the aquatic program and administration in the new building and may utilize sections of the old pool building as deemed appropriate by the CITY.

2.2 Ownership of Personal Property a nd Improvements. The rights and obligations of the parties regarding the ownership of personal property and improvements on the Premises shall be as follows:

2.2.1 Ownership of Personal Property. All of the CITY’s personal property not permanently affixed to the Premises, such as, but not limited to, furnishings, office equipment and supplies (“Personal Property”) shall remain the property of the CITY. All improvements existing on the Premises (“Improvements”), together with all fixtures permanently attached to the Premises (“Fixtures”), as of the Commencement Date shall remain the property of the CITY during the Term. EXOS shall not remove any Personal Property, Improvements, or Fixtures from the Premises, nor waste, destroy, or modify any Personal Property, Improvements, or Fixtures on the Premises. All new Improvements, together with all new Fixtures permanently attached to the Premises, after the Commencement Date shall remain the property of the CITY during the Term. EXOS shall not remove any of the CITY’s Personal Property, Improvements, or Fixtures from the Premises nor waste, destroy, or modify any Personal Property, Improvements, or Fixtures on the Premises.

2.2.2 Ownership of Improvements and Equipment. All of EXOS’s personal property not permanently affixed to the Premises shall remain the property of EXOS.

ARTICLE 3

PERMITTED USE

DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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Service Agreement Page 3 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

3.1 Permitted Uses. EXOS shall operate the Premises by providing for and facilitating the following proposed activities which may be amended or replaced periodically by agreement of the authorized representatives of the parties:

3.1.1 Open swim on Saturday and Sunday throughout the year and open swim seven (7) days a week during the months of June, July, and August. Open swim also during the National School District two (2) week fall break that occurs during September and October. In addition, consideration based on need will be given for an expanded open- swim schedule during the National School District two (2) week winter and spring breaks.

3.1.2 Learn to swim classes throughout the year based on community needs. The number of classes offered will increase during the months of June, July, and August. A variety of learn-to-swim classes for youth and adults with varying levels of experience will be offered. Cancellation of classes is permitted if enrollment is less than three (3) participants.

3.1.3 Aquatic exercise classes for various ages and abilities and offered based on community needs. Cancellation of classes is permitted if enrollment is less than five (5) participants.

3.1.4 Adult masters swim program with structured workouts provided by a certified coach.

3.1.5 Lap swimming offered, based on community needs.

3.1.6 Youth recreational and competitive swim program with structured workouts provided by a certified coach.

3.1.7 Facility rentals for athletic teams or clubs looking to use the Premises for practices or competitions. Facility rentals shall follow City Council Policy 801, Recreational Field and Sports Facility Rules and Regulations.

3.2 Hours of Service. EXOS may pr ovide programming between the hours of 5:00 a.m. and 10:00 p.m. seven (7) days a week. Hours of service may be changed upon mutual, written agreement.

3.2 CITY Use. The City may use the Premises for special events, including National Night Out and Summer Movies in the Park. The CITY may use the Premises for up to ten (10) additional events or programs per year. Dates and times of such uses will be agreed upon by the CITY and EXOS.

DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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Service Agreement Page 4 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

3.3 Consideration. EXOS’s performance under this Service Agreement shall serve as the sole consideration due to the CITY for EXOS’s right to operate the Premises.

3.4 CITY Residents. Participants seeking day use of the Premises who prove to EXOS’s satisfaction that they are residents of the CITY shall not be required to become members of EXOS and shall be offered reduced resident rates.

ARTICLE 4

SERVICES

4.1 EXOS shall render the management services listed below (the “Services”) to the CITY for the on-site management and supervision of the Premises. The Services shall be performed in accordance with generally-accepted standards in the fitness and wellness management industry.

The Services shall be performed in accordance with those requirements or restrictions as may be imposed by any governmental authority. EXOS shall provide the Services as follows:

4.1.1 EXOS shall formulate an annual budget in accordance with financial targets for net operating income/surplus and meeting agreed upon benchmarks. The budget shall be mutually agreed upon by the CITY and EXOS in February of each year.

4.1.2 EXOS shall endeavor to increase program participation through the development and execution of effective marketing and retention plans.

4.1.3 EXOS shall provide open swim, learn to swim classes, aquatic exercise classes, adult masters swim program, lap swim, facility rentals and other programs at affordable resident rates approved by the CITY.

4.1.4 EXOS shall endeavor to meet or exceed budgeted net operating income/surplus goals as set forth in the annual budget approved by the CITY. Financial results will be monitored by and reviewed with the CITY on a monthly, quarterly and annual basis.

4.1.5 EXOS shall provide annual reports to the City, each of which must contain the total number of (a) National City residents who participated in EXOS events; (b) all participants who participated in EXOS events; (c) events and programs coordinated; and (d) reservations and use by third parties, such as athletic teams, and any other pertinent statistics.

4.1.6 EXOS shall recruit, hire and employ, as employees of EXOS, all persons who will work at, or provide services to the Premises, managed by EXOS in furtherance of the CITY operations (all such persons being referred to herein, collectively as “Managed Personnel”). Salaries and other expenses of Managed Personnel will be charged to CITY as an operating expense only to the extent such Managed Personnel are actually employees of EXOS.

DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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Service Agreement Page 5 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

Both parties hereto in the performance of this Service Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither EXOS nor, to EXOS’S knowledge, EXOS’S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY’S employees, including but not limited to retirement, medical, unemployment, or workers’ compensation insurance.

This Service Agreement contemplates the personal services of EXOS and EXOS’S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Service Agreement was, and is, the professional reputation and competence of EXOS and its employees. Neither this Service Agreement nor any interest herein may be assigned by EXOS without the prior written consent of the CITY. Nothing herein contained is intended to prevent EXOS from employing or hiring as many employees as EXOS may deem necessary for the proper and efficient performance of this Service Agreement. All agreements by EXOS with third parties shall require the third party to adhere to the applicable terms of this Service Agreement.

4.1.7 EXOS will manage personnel, facilities and programs/services in a manner consistent with the mission and values of the CITY. EXOS will provide personnel as it deems reasonably necessary to perform the Services set forth in this Service Agreement.

Personnel will be trained by EXOS to properly perform the Services. When hiring for the general manager position, EXOS will present the CITY with general manager candidates for review prior to hiring. The CITY will have the right to disapprove of general manager candidates.

4.1.8 EXOS will establish and implement policies and procedures designed to operate the Premises in a manner that promotes safety, customer service and financial accountability.

4.1.9 EXOS will work closely with the CITY and the Community Services Department in designing and implementing effective and low cost program marketing campaigns, including community outreach to find programming opportunities. EXOS will develop and launch outdoor fitness and program initiatives.

4.1.9.1 Use by Others. EXOS may allow use of the Premises to other groups or organizations such as athletic teams and clubs. Any third party group users such as athletic teams and clubs shall be required to adhere to City Council Policy 801 Recreational Field and Sports Facility Rules and Regulations, to obtain a facility use permit from the CITY, and pay fees to the CITY for use of the Premises.

4.1.9.2 Social Media. EXOS shall be responsible for social media marketing for the Premises and will adhere to the City’s Social Media Policy 01.13.

DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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Service Agreement Page 6 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

4.1.10 EXOS will develop and enhance measurement and analytics capabilities to help optimize revenue.

ARTICLE 5

EQUIPMENT

5.1 The CITY shall provide such items as office furniture and equipment, telephones, computers and software for the Premises. The CITY also agrees to, at its sole expense, maintain such equipment to the best of their ability. The CITY will consider the nature and priority of the maintenance and available funding to determine if and when such repairs and maintenance will be completed.

5.2 EXOS shall, provide general administrative supplies, marketing materials, and all aquatic-related exercise equipment, and safety and first aid equipment necessary for the operation of the Premises at the CITY’S sole cost and expense. The CITY shall pay for such supplies and materials within thirty (30) days of receipt of EXOS’S invoice therefor. EXOS shall prepare and distribute marketing materials and CITY shall assist with the distribution of marketing materials.

ARTICLE 6

UTILITIES

6.1 Utility Services. The CITY shall maintain utility services to the Premises. The CITY shall pay for all utilities costs necessary for EXOS’ use and operation of the Premises during the Term. Utility services to the Premises include gas, water, electricity, trash, sewer charges and telephone. The CITY shall pay directly to the applicable utility company such charges, and EXOS shall have no obligation to pay for such utility services.

ARTICLE 7
REPAIRS; MAINTENANCE

7.1 CITY Repair and Maintenance Obligations. The CITY shall, at its own cost and expense, repair, maintain in good and tenantable condition, ordinary wear and tear excepted, and replace, as necessary, the Premises. The CITY is responsible for all repair and maintenance including but not limited to, landscape maintenance, facility maintenance, and janitorial maintenance. The CITY shall work with EXOS to maintain public safety, hygiene and fire safety of the Premises.

The CITY shall consider the nature and priority of the work and available funding to determine if and when such repairs and maintenance will be completed.

DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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Service Agreement Page 7 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

7.1.1 Landscape Maintenance. The CITY is responsible for all outdoor cleaning and landscape maintenance at the Premises.

7.1.2 Facility Maintenance. The CITY is responsible for all facility maintenance, including but not limited to, electrical, lighting, plumbing, pool chemicals, paint, flooring, HVAC systems, and heat and air conditioning.

7.1.3 Janitorial Maintenance. The CITY is responsible for all janitorial maintenance at the Premises, including but not limited to, routine cleaning of office, lobby, restrooms and locker rooms which includes waste removal, window cleaning, sweeping and mopping floors, and dusting and wiping counters and surfaces. The CITY will also stock janitorial items such as toiletries and cleaning supplies in all bathrooms located at the Premises. The CITY has the sole discretion to determine the frequency of janitorial maintenance and the amount of janitorial items stocked at the Premises.

7.1.4 Information Technology. The CITY is responsible for providing internet access, telephones and support services.

7.2 EXOS Repair and Maintenance Obligations. EXOS shall operate the Premises in a manner that promotes the safety and security of the public while EXOS personnel is on the Premises. Safety and security issues must be reported to the designated CITY contact promptly and EXOS personnel will endeavor to protect the safety and security of the public until the CITY can address the safety and/or security issue.

Except for normal wear and tear occurring in the ordinary course of business, EXOS agrees to repair or replace any damage or injury done to the Premises, or Personal Property, or any part thereof, caused by EXOS or EXOS’S agents or employees, at EXOS’S own cost and expense. If EXOS fails to make such repairs or replacements promptly, CITY may, at its option, make such repairs or replacements, and EXOS shall repay the cost thereof to the CITY within thirty (30) days of written demand. However, for any repair work, costing over Five Hundred and no/100 Dollars ($500.00) to be performed by EXOS or EXOS’s agents, EXOS shall not perform such repair work without the CITY’s prior written consent. Any repairs or replacements in or to the Premises, other than repair work in emergency situations, which would require an expenditure exceeding Forty-Five Thousand and no/100 Dollars ($45,000.00) and which constitute a “public project” under Section 20161 of the California Public Contract Code, shall be contracted for/by CITY and let to bid pursuant to those procedures described in National City Municipal Code Chapter 2.62.

7.3 CITY Right to Inspect. EXOS shall permit the CITY to enter the Premises at all times to inspect the Premises, provided, however, that such entry shall not unreasonably interfere with EXOS’S operation of the Premises. Nothing contained in this Article 7, however, shall be construed as creating any duty on the part of the CITY to do any work which, under any provision of this Service Agreement, EXOS may be required to do.

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and EXOS COMMUNITY SERVICES LLC

7.4 Prevailing Wages. EXOS shall pay prevailing wages if required by law for work performed on the Premises.

ARTICLE 8

FEES AND PAYMENT TERMS

8.1 Fees. The CITY shall pay EXOS a monthly base management fee, actual payroll and staffing expenses, and marketing and administrative costs as set forth in the annual budget approved by the CITY.

8.1.1 Base Management Fee. As compensation for the Services, the CITY shall pay EXOS a monthly base management fee (the “Base Management Fee”) for each month beginning January 1, 2023 in the amount of $5,200 per month. Thereafter, the Base Management Fee shall increase by 5% at the beginning of each fiscal year. The Base Management Fee shall be invoiced on a monthly basis and shall be due thirty (30) days after receipt.

8.1.1.1 Learn to Swim Class. The Base Management Fee may increase by an amount not to exceed 10% of said fee during the five (5) months when the CITY provides the “Learn to Swim” classes to the National School District. Upon completion of the “Learn to Swim” classes the Base Management Fee will revert to the amount prior to commencement of the Learn to Swim classes.

8.1.2 Payroll and Staffing Expenses. EXOS shall recruit, hire and employ, as employees of EXOS, all persons who will work at, or provide services at the Premises.

Monthly payroll and staffing expenses are estimated as set forth in the annual budget approved by the CITY and will be charged to the CITY as an operating expense only to the extent such Managed Personnel are actually employees of EXOS.

8.1.3 Marketing and Administrative Costs. EXOS shall provide such items as general administrative supplies and marketing materials necessary for the operation of the Premises. Monthly marketing and administrative costs are estimated as set forth in the annual budget approved by the CITY and the cost of the marketing materials and the administrative supplies shall be paid for by the City within thirty (30) days after receipt of an invoice setting forth the amount of such costs.

8.2 Payment Terms. At the end of each month during the Term, EXOS shall submit to the City an invoice for monthly operating expenses as agreed upon in the annual budget approved by the CITY.

8.2.1 Monthly Balance Payment. EXOS shall submit an invoice to the CITY after each month during which Services are rendered to the CITY. To the extent applicable, each DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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October 18, 2022

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invoice will reflect the monthly Base Management Fee, actual payroll and staffing expenses, and actual marketing and administrative costs, together with all amounts payable to EXOS, as set forth in the annual budget approved by the CITY. EXOS shall also submit to the City supporting documents for payroll and staffing expenses, and marketing and administrative costs. Supporting documents may be, but are not limited to, copies of payroll and receipts for purchases.

8.5 Revenue Collected by EXOS. Revenue collected by EXOS for its programing of open swim, learn to swim, aquatic exercise classes, adult masters swim program, lap swim, youth recreational and competitive swim program, and facility rentals will be collected and handled by EXOS and deposited with the CITY. EXOS shall submit cash and credit card receipts to the CITY two (2) times per week or at any time the amount of cash at the Premises exceeds $500.00.

8.6 Notwithstanding any other provision contained herein, in the event that CITY’S outstanding balance for fees and charges to EXOS is greater than ninety (90) days past due, EXOS will have the right to immediately and unilaterally terminate this Agreement.

8.7 The CITY shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by the CITY hereunder.

ARTICLE 9
TAXES

9.1 Definition. “Taxes” shall mean all taxes, governmental bonds, special assessments, charges, or transfer taxes, license and transaction fees, including, but not limited to, (a) any state, local, federal income tax, or any real or personal property tax, (b) increases in taxes attributable to EXOS’s operation of the Premises, or (c) any taxes which are essentially payments to a governmental agency, other than the CITY, for the right to make improvements to the Premises.

EXOS recognizes and agrees that this agreement may create a possessory interest subject to property taxation and that EXOS may be subject to the payment of taxes levied on such interest.

EXOS agrees to pay, before delinquency, all taxes, assessments and fees assessed or levied upon the Premises.

9.2 Responsibility for Payment of Taxes. The CITY shall not be obligated to pay any Tax es accruing against EXOS.

ARTICLE 10

INDEMNIFICATION, LIMITATION OF LIABILITY, AND INSURANCE

10.1 EXOS’s Indemnity. EXOS agrees to defend, indemnify and hold harmless the City of National City, its officers, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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Service Agreement Page 10 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

suits, actions, proceedings, reasonable attorneys’ fees, and defense costs, of any kind or nature, including workers’ compensation claims, brought by a third-party , resulting from or arising out of EXOS’ established negligence in its (a) performance of or (b) failure to uphold its other obligations under this Service Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers.

The indemnity, defense, and hold harmless obligations contained in this Article 10 shall survive the termination of this Service Agreement for any alleged or actual omission, act, or negligence under this Service Agreement that occurred during the term of this Service Agreement.

10.2 Limitation of Liability. NEITHER PARTY OR ITS AFFILIATES WILL HAVE ANY

LIABILITY UNDER THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES,

GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER,

BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN

CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. NO ACTION ARISING OUT OF

THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF A PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION FIRST AROSE. THE TOTAL

LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED $1,000,000; PROVIDED THAT FOR CLAIMS FOR INDEMNIFICATION UNDER SECTION 10.1, SUCH TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF (A) SUCH AMOUNT AND (B) $5,000,000. SUCH

LIMITATIONS APPLY IN THE AGGREGATE TO ALL CLAIMS BY A PARTY AND ITS AFFILIATES, AGENTS AND PRINCIPALS. THE PARTIES ARE RELYING ON THE FOREGOING ALLOCATION OF RISK IN SIGNING THIS AGREEMENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 10.2, THE LIMITATIONS IN THIS SECTION 10.2 WILL NOT LIMIT THE RIGHT OF EXOS TO RECEIVE FEES PAYABLE UNDER THIS AGREEMENT.

10.3 Insurance. EXOS, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this Service Agreement, the following checked insurance policies:

A. ☒ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence.

B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided.

C. Commercial General Liability Insurance, (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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October 18, 2022

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completed operations, property damage, bodily injury and personal & advertising injury, with minimum limits of $5,000,000 per occurrence and $10,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Service Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this “project” or “location”. The Commercial General Liability required by this Section must include Sexual Misconduct Liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. For the avoidance of doubt, the CITY understands that part of the coverage limits hereunder shall be satisfied by EXOS’s excess umbrella policy. EXOS represents to CITY that its excess umbrella policy does not exclude coverage for Sexual Misconduct Liability.

D. Workers’ Compensation Insurance in an amount sufficient to meet statutory requirements covering all of EXOS’S employees and employers’ liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Service Agreement.

If EXOS has no employees subject to the California Workers’ Compensation and Labor laws, EXOS shall execute a Declaration to that effect. Said Declaration shall be provided to EXOS by CITY.

E. The aforesaid policies shall constitute primary insurance, at least as broad as ISO CG 20 01 04 13, as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. EXOS shall endeavor to provide for thirty (30) days, but in no event later than forty-five (45) days, prior written notice to the CITY’s Risk Manager, at the address listed in Article 10. 3(G) below, of
cancellation or material change.

F. If required insurance coverage is provided on a “claims made” rather than “occurrence” form, the EXOS shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Service Agreement. In addition, the "retro" date must be on or before the date of this Service Agreement.

G. The Certificate Holder for all policies of insurance required by this Article

10. 3 shall be:

City of National City
c/o Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder’s alphabetic and financial size category rating of not less than A VIII according to the current Best’s Key Rating Guide, or a company equal financial stability that is approved by the CITY’S Risk Manager. In the event coverage is provided by non-admitted “surplus lines” carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.

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October 18, 2022

and EXOS COMMUNITY SERVICES LLC

I. This Service Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY’S Risk Manager. If the EXOS does not keep all of such insurance policies in full force and effect at all times during the terms of this Service Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Service Agreement and terminate the Service Agreement as provided herein.

J. All deductibles and self-insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article 10.
3, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

ARTICLE 11

TERMINATION

11.1 This Service Agreement may be terminated with or without cause by the CITY.

Termination with or without cause shall be effected by delivery of written Notice of Termination to EXOS as provided for in this Service Agreement. Termination without cause shall be effective only upon 60-day’s written notice to EXOS. EXOS shall perform all services in accordance with this Service Agreement during this 60-day period. This Service Agreement may also be terminated immediately, for cause, by the CITY in the event of:

(a) a material breach of this Service Agreement;
(b) a misrepresentation by EXOS in connection with the:

1. formation of this Service Agreement;

2. performance of services;

3. the failure to perform services as directed by the CITY; (c) the filing of a petition in bankruptcy affecting EXOS; (d) a reorganization of EXOS for the benefit of creditors; or (e) a business reorganization, change in business name or change in business status of EXOS.

11.2 This Service Agreement may be terminated by EXOS by notice to the CITY, at any time if:

(a) the CITY becomes insolvent or admits its inability to pay its debts generally as they become due;

(b) the CITY becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not discussed or vacated within forty-five (45) days after filing; (c) the CITY is dissolved or liquidated or takes any action for such purpose;

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October 18, 2022

and EXOS COMMUNITY SERVICES LLC

(d) the CITY makes a general assignment for the benefit of creditors; or

(e) the CITY has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

11.3 Within thirty (30) days of the termination of this Service Agreement, EXOS shall return to the CITY all property of the CITY, and EXOS shall remove from the Premises all property of EXOS at EXOS’s sole cost and expense.

ARTICLE 12

HAZARDOUS MATERIALS

12.1 Hazardous Materials Laws-Definition. As used in this Article, the term “Hazardous Materials’ Laws” means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called “common law”) relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions on, under, or about the Property, soil and ground water conditions, or other similar substances or conditions. The following legal authority is a non-exhaustive list of the legal authority that applies to the definition of the term “Hazardous Materials Laws”:

(a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.)

(b) the Hazardous Materials Transportation Act, as amended (49 U.S.C., Section 1801 et seq.), and

12.2 Hazardous Materials - Definition. As used in this Section the term “Hazardous Materials” means any chemical, compound, material, substance or other matter that:

12.2.1 is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials;

12.2.2 is controlled, referred to, designated in or governed by any Hazardous Materials Laws;

12.2.3 gives rise to any reporting, notice or publication requirements under any Hazardous Materials Laws, or

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12.2.4 is any other material or substance giving rise to any liability, responsibility or duty upon the CITY or EXOS with respect to any third person under any Hazardous Materials Law.

12.3 EXOS Representations and Warranties. EXOS represents and warrants that, during the Term or any extension thereof, EXOS shall comply with the following provisions of this Section unless otherwise specifically approved in writing by CITY, subject to the terms and conditions of EXOS maintenance obligations provided elsewhere in this Service Agreement:

12.3.1 EXOS shall not cause or authorize any Hazardous Materials to be brought, kept or used in or about the Premises by EXOS, its agents, employees, assigns, contractors or invitees, except as required by EXOS's permitted use of the Premises in the normal course of operations;

12.3.2 Any handling, transportation, storage, treatment or usage by EXOS of Hazardous Materials that is to occur on the Premises following the Commencement Date shall be in compliance with all applicable Hazardous Materials Laws;

12.3.3 Any leaks, spills, release, discharge, emission or disposal of Hazardous Materials which may occur on the Premises following the Commencement Date shall be promptly reported in writing to CITY;

12.3.4 No friable asbestos shall be constructed, placed on, deposited, stored, disposed of, or located by EXOS in the Premises;

12.3.5 No underground improvements, including but not limited to treatment or s torage tanks, or water, gas or oil wells shall be located by EXOS on the Premises without CITY’s prior written consent;

12.3.6 EXOS shall promptly supply the CITY with copies of all notices, reports, correspondence, and submissions made by EXOS to the United States Environmental Protection Agency, the United Occupational Safety and Health Administration, and any other local, state or federal authority which requires submission of any information concerning environmental matters or hazardous wastes or substances pursuant to applicable Hazardous Materials' Laws with respect to the Premises; and

12.3.7 EXOS shall promptly notify the CITY of any liens threatened or attached against the Premises pursuant to any Hazardous Materials’ Law. If such a lien is filed against the Premises, then, within the earlier of (a) twenty (20) days following such filing, or (b) before any governmental authority commences proceedings to sell the Premises pursuant to the lien, EXOS shall either:

(a) pay the claim and remove the lien from the Premises, or DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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October 18, 2022

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(b) furnish either:

(1) a bond or cash deposit reasonably satisfactory to the CITY in an amount not less than the claim from which the lien arises, or;

(2) other security satisfactory to the CITY in an amount not less than that which is sufficient to discharge the claim from which the lien arises.

12.3.8 At the end of this Agreement, EXOS shall surrender the Premises to the CITY free of any and all Hazardous Materials and in compliance with all Hazardous Materials’ Laws affecting the Premises.

ARTICLE 13

ASSIGNMENT

13.1 CITY’s Consent Required. EXOS shall not voluntarily or involuntarily assign or otherwise transfer all or any portion of its rights and duties under this Agreement without the CITY’s prior written consent. Any attempted assignment or transfer without the CITY’S prior written consent shall be void.

ARTICLE 14
DEFAULTS BY EXOS OR BY CITY; REMEDIES

14.1 Events of Default; Remedies. The following sub-articles shall apply if either EXOS or the CITY neglects, fails to perform, or fails to observe any of their respective obligations under the terms, covenants, or conditions contained in this Agreement (“Default”):

14.1.1 Thirty-Day Correction of Default. If either EXOS or the CITY determines that the other party is in Default, then the non-defaulting party must provide the defaulting party written notice of the Default and thirty (30) days to correct the Default.

14.1.2 Extended Correction of Default. If the defaulting party determines that more than thirty (30) days is required to correct the Default, the defaulting party must provide the other party written notice of the reasons why additional time is required to correct such Default. The defaulting party must use diligent efforts to correct a Default under this Article

14.1.2 and, in any case, must correct such Default within ninety (90) days from the date of the written notice of default.

14.1.3 Remedies for Failure to Correct Default. If the defaulting party fails to comply with Article 14.1.1 or 14.1.2, then the non-defaulting party may immediately terminate DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

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October 18, 2022

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this Agreement. The defaulting party shall be liable to the non-defaulting party for any and all damages sustained by the non-defaulting party as a result of the defaulting parties’ breach.

ARTICLE 15

DAMAGE OR DESTRUCTION

15.1 CITY Duty to Repair Casualty. If the Premises is damaged by fire, earthquake, or any other identifiable event of a sudden, unexpected, or unusual nature (“Casualty”), the CITY may, in sole discretion, repair any damages to the Premises. The CITY may also repair, restore, and replace any damaged or destroyed Fixtures, Improvements or Personal Property in response to any Casualty loss. If the City does not repair any damage, and such damage renders the Premises inoperable, the City may terminate this agreement as provided in Article 11 (Termination).

Application of this Article 15 is subject to the terms and conditions of EXOS’ maintenance obligations provided elsewhere in this Service Agreement.

15.2 No Abatement. In the event of reconstruction, replacement or repair, EXOS shall continue its operations on the Premises during any such period to the extent reasonably practicable from the standpoint of prudent business management, and in continuing compliance with applicable laws and regulations. EXOS shall not be entitled to any compensation or damages from the CITY for loss of use of the whole or any part of the Premises, EXOS’s Personal Property, or any inconvenience or annoyance occasioned by such damage, reconstruction or replacement.

15.3 Major Destruction. Notwithstanding any of the foregoing provisions of this Article to the contrary, if, at any time after the Commencement Date, (a) the Improvements are damaged or destroyed to the extent of more than twenty-five percent (25%) of their replacement cost, or (b) the damage is such that the Improvements cannot be repaired and restored within one hundred and eighty (180) days after the Casualty, then EXOS shall have the right to terminate this Service Agreement upon thirty (30) day’s prior written notice to CITY.

ARTICLE 16

EMINENT DOMAIN

16.1 Condemnation. EXOS may terminate this Agreement within twenty (20) days after the date that a condemning authority (by a party other than the CITY) takes possession of the Premises by delivery of written notice of such condemnation if:

(a) If all of the Premises is taken under eminent domain proceedings; or

(b) Less than all of the Premises is taken under such eminent domain proceeding and the part taken substantially impairs the ability of EXOS to use the remainder of the Premises for the purposes permitted by this Agreement.

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October 18, 2022

and EXOS COMMUNITY SERVICES LLC

In the absence of such written notice from a condemning authority, EXOS may terminate this Agreement within twenty (20) days after the condemning authority shall have taken possession.

16.2 Continuation of Service Agreement After Condemnation. If this Service Agreement is not terminated by EXOS, it shall remain in full force and effect as to any portion of the Premises remaining, and this Service Agreement will end as of the date possession of the part taken by the public entity as to the part of the Premises that is taken.

16.3 Award. All monies awarded in any condemnation shall belong to the CITY. The CITY shall have no liability to EXOS for any award not provided by the condemning authority.

ARTICLE 17

SALE OR MORTGAGE BY CITY

17.1 Sale or Mortgage . The CITY may, pursuant to existing and subsequently enacted CITY ordinances and State laws, at any time, and without the consent of EXOS, vacate, sell, purchase, exchange, transfer, assign, lease, encumber or convey the CITY’s interest in whole or in part, in the Premises (collectively referred to in this Article as a “Sale”). CITY shall provide to EXOS written notice of CITY intent to a Sale pursuant to this Article at least ninety (90) days prior to said proposed transfer.

17.2 Release on Sale. From and after a Sale of the CITY’s entire interest in the Premises, upon payment of all amounts due or owing to EXOS, the CITY shall be released from all liability to EXOS and EXOS successors and assigns arising from this Agreement because of any act, occurrence or omission of the CITY occurring after such Sale.

ARTICLE 18
SUBORDINATION; ATTORNMENT

18.1 Subordination. This Service Agreement is and shall be junior, subject, and subordinate to:

(a) any existing or future permits or approvals issued by the United States of America or any local, State or federal agency affecting the control or operation of the Premises. EXOS shall be bound by the terms and provisions of any such permit or approval.

(b) all mortgages, deeds of trust, and other security instruments of any kind covering the Premises, or any portion thereof, as of the Commencement Date of this Service Agreement.

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October 18, 2022

and EXOS COMMUNITY SERVICES LLC

This Article shall apply to the parties without the necessity of any other document being executed and delivered by EXOS.

ARTICLE 19
CITY’S RIGHT OF ACCESS

19.1 Right of Entry . CITY, its agents, employees, and contractors may enter the Premises at any time, with or without notice to EXOS, to:

(a) respond to health and safety concerns;
(b) inspect the Premises and Improvements;
(c) determine whether EXOS is complying with its obligations in this Agreement (including its obligations with respect to compliance with Hazardous Materials Laws);
(d) post notices of non-responsibility or similar notices; (e) inspect the progress of construction of any improvement; (f) make repairs that this Agreement requires or allows CITY to make; or (g) make repairs to any adjoining space or utility services, or make repairs, alterations, or improvements to any other portion of the Premises

All work enumerated in this Article 19 must be done as promptly as reasonably possible and so as to cause as little interference to EXOS as reasonably possible.

ARTICLE 20

NOTICES

20.1 Notices. Whenever in this Service Agreement it shall be required or permitted that notice or demand be given or served by either party to this Service Agreement to or on the other, such notice or demand shall be in writing, mailed or personally delivered to the other party at the addresses specified below. Mailed notices shall be sent by United States Postal Service, postage prepaid and shall be deemed to have been given, delivered and received three (3) business days after the date such notice or other communication is posted by the United States Postal Service.

All other such notices or other communications shall be deemed given, delivered and received upon actual receipt. Either party may, by written notice delivered pursuant to this provision, at any time designate a different address to which notices shall be sent.

CITY: City of National City
Attention: Brad Raulston, City Manager
City of National City
1243 National City Boulevard
National City, CA 91950-4301

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and EXOS COMMUNITY SERVICES LLC

EXOS: EXOS
Attention: Dan Burns, Chief Executive Officer and
Marc Mandel
25 Hanover Road
Building A, Suite 104
Florham Park, New Jersey 07932

ARTICLE 21

NONDISCRIMINATION

21.1 Nondiscrimination. EXOS hereby covenants by and for itself, its successors, assigns and all persons claiming under or through it, that this Service Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against, or segregation of, any person or group of persons on account of race, age, color, creed, religion, sex, sexual orientation, marital status, national origin, physical handicap, medical condition, or ancestry in the use, operation, or enjoyment of the Premises.

ARTICLE 22

RECORDS, ACCOUNTS AND AUDITS

22.1 EXOS Duty to Keep Records. EXOS shall, at all times during the Term, and for a period of five (5) years following expiration or earlier termination of this Service Agreement, keep or cause to be kept, true and complete, in all material respects, books, records and accounts of all financial transactions in the operation of all business activities, of whatever nature, conducted pursuant to the rights granted by this Agreement. The books, records and accounts must be supported by source documents such as sales slips, cash register tapes, purchase invoices or other pertinent documents.

22.2 CITY’s Right to Audit. The CITY shall have the right, no more than two (2) times per year, at any reasonable time, upon reasonable notice, to examine and perform audits of EXOS’s records pertaining to its operations on the Premises. The cost of said audits shall be borne by the CITY, except that EXOS shall provide to the CITY, at EXOS’s expense, necessary data to enable CITY to fully comply with each and every requirement of the State of California or by the United States of America (“Regulatory Authority”) for information or reports relating to this Service Agreement and to EXOS’s use of the Premises. Notwithstanding anything to the contrary in this Article, EXOS must permit an audit of the records described in this Article if the CITY is required to perform such an audit at the direction of a Regulatory Authority.

ARTICLE 23
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ADMINISTRATIVE PROVISIONS

23.1 Authority. EXOS represents and warrants that it has full power and authority to execute and fully perform its obligations under this Service Agreement pursuant to its governing instruments, without the need for any further action, and that the person executing this Service Agreement on behalf of EXOS is the duly designated agent of EXOS and is authorized to do so.

23.2 Captions. The captions and headings appearing in this Service Agreement are inserted for convenience only and in no way define, limit, construe, or describe the scope or intent of the provisions of this Service Agreement.

23.3 CITY Approval. Except where stated herein to the contrary, the phrases “CITY approval,” and “CITY written approval” or such similar phrases shall mean approval of the City Manager or Deputy City Manager of National City or said person’s representative as authorized by said person in writing.

23.4 Compliance with Laws. EXOS, at its sole expense, shall procure, maintain and hold available for the CITY’s inspection, any governmental license or permit required for the proper and lawful conduct of EXOS operation of the Premises. The CITY shall pay all costs of the County of San Diego and the Department of Environmental Health to obtain any environmental health permits needed to operate a pool. EXOS shall not use the Premises for any use or purpose in violation of the laws of the United States of America, or the laws, ordinances, regulations, orders or requirements of the State of California, the County of San Diego, the CITY, or of other lawful authorities. EXOS shall, at its expense, comply promptly with all applicable statutes, laws, ordinances, rules, regulations, orders, covenants and restrictions of record, and requirements in effect during the Term, regulating the use by EXOS of the Premises.

23.4.1 Cannabis Cultivation Prohibited. Notwithstanding any other provision in this Agreement, or in this Article 23, EXOS shall neither: (a) cultivate; (b) allow the cultivation of; (3) sell; nor (4) allow the sale of cannabis at the Premises.

23.5 Cumulative Remedies. In the event of a default under this Service Agreement, each party’s remedies shall be limited to those remedies set forth in this Service Agreement. Any such remedies are cumulative and not exclusive of any other remedies under this Service Agreement to which the non-defaulting party may be entitled.

23.6 Entire Agreement. This Service Agreement, together with all addenda, exhibits and riders attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior or contemporaneous agreements, understandings and representations, oral or written, are superseded.

23.7 Exhibits . All exhibits referred to herein are attached hereto and incorporated by reference:

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Service Agreement Page 21 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

Exhibit A: Depiction of Las Palmas Pool

23.8 Force Majeure. If either party is prevented or delayed from performing any act or discharging any obligation hereunder, because of any and all causes beyond either party's reasonable control, including unusual delays in deliveries, abnormally adverse weather conditions, unavoidable casualties, strikes, labor disputes, inability to obtain labor, materials or equipment, acts of God, governmental restrictions, regulations or controls, any hostile government actions, civil commotion, acts of terrorism, and fire or other casualty, legal actions attacking the validity of this Service Agreement or the CITY or EXOS operations of the Premises, or any other casualties beyond the reasonable control of either party (“Force Majeure”), performance of such act shall be excused for the period of such delay, and the period for performance of such act shall be extended for a period equivalent to the period of such delay.

Force Majeure shall not include any bankruptcy, insolvency, or other financial inability on the part of either party hereto.

23.9 Governing Law. This Service Agreement shall be governed, construed and enforced in accordance with the laws of the State of California.

23.10 Independent Contractor. EXOS acknowledges that it is an independent contractor; that it alone retains control of the manner of conducting its activities in furtherance of this Service Agreement; and that it, as well as any persons, contractors or agents it may employ, are not employees of CITY for any purpose.

23.11 Interpretation. The provisions of this Service Agreement shall be liberally construed to effectuate its purpose. The language of all parts of this Service Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party.

23.13 Modification. The provisions of this Service Agreement may not be modified, except by a written amendment signed by both parties.

23.14 Partial Invalidity. If any provision of this Service Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Service Agreement shall not be affected thereby. Each provision shall be valid and enforceable to the fullest extent permitted by law.

23.15 Successors & Assigns. This Service Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, except as may otherwise be provided herein. EXOS shall not assign this Service Agreement to any other party unless approved in writing by CITY.

23.16 Time of Essence. Time is of the essence of each and every provision of this Service Agreement.

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Service Agreement Page 22 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

23.17 Waiver. No provision of this Service Agreement or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed.

23.18 Alcohol. Consumption of alcohol on the Premises is prohibited.

IN WITNESS WHEREOF, the CITY and EXOS have duly executed this Service Agreement as of the day and year first above written.

{Signature page to follow.}

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Service Agreement Page 23 of 24 City of National City
October 18, 2022

and EXOS COMMUNITY SERVICES LLC

CITY OF NATIONAL CITY
(CITY)

By: ________________________
Ron Morrison, Mayor

APPROVED AS TO FORM:

___________________________
Barry J. Schultz
City Attorney

EXOS COMMUNITY SERVICES, LLC
(EXOS), a New Jersey limited liability
company
(Corporation – signatures of two corporate
officers required.)

By: ______________________________
(Name)

______________________________
(Print)

______________________________
(Title)

By: ______________________________
(Name)

______________________________
(Print)

______________________________
(Title)

DocuSign Envelope ID: AC7BCC50-E1FA-4DFD-AFE3-9F035B101F54

CFO - EXOS
Trevor Vigfusson
Chief Operations Officer
Bill Bourque

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National City City CouncilFebruary 7, 2023

National City City Council
February 7, 2023