DATAII 4600 Campus Drive, Suite 200
Newport Beach, CA 92660 inc. TICKET 949 752 6937 (ext) 310
AGREEMENT FOR PROJECT SERVICES BETWEEN THE CITY OF REDONDO BEACH AND DATA TICKET, INC.
DATA TICKET, INC.
4600 CAMPUS DRIVE, SUITE 200
NEWPORT BEACH, CALIFORNIA 92660
hereinafter sometimes referred to as "COMPANY")
AND
CITY OF REDONDO BEACH
415 DIAMOND STREET
REDONDO BEACH, CALIFORNIA 90277
hereinafter sometimes referred to as "CITY"),
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement") is made between the Cityof Redondo Beach (" CITY"), a Chartered Municipal Corporation and Data Ticket, Inc. a California Corporation ( hereinafter "COMPANY"). The parties agree that on behalf of City, Company Com an shall process fines, bails and forfeitures thereof, in connection with the issuance of citations for illegal parking pursuant to the laws of California.
SCOPE OF SERVICES
The scope of services to be provided by the COMPANY and any corresponding responsibilities of CITY are set forth below:
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ARTICLE I - CITATION PROCESSING
1. 1 Referral and Reconciliation: COMPANY shall receive and process parking citations that COMPANY shall receive from CITY. COMPANY will provide a reconciliation of the number of citations received from CITY.
1. 2 Determination of Processable Citations: COMPANY shall screen the parkingcitations referred to it by CITY to determine if the citation is processable. If the citation is determined byCOMPANY to be unprocessable (e.g., essential processing information is missing), COMPANY shall return the citation to CITY within seven (7) days of receipt, by COMPANY'S office, for clarification. COMPANY shall be paid the $.42 for citations properly returned to the CITY as unprocessable.
Redondo Beach Scope of Services 10/ 2/ 18 Page 1
DATA 11 4600 Campus Drive, Suite 200
inc. Newport Beach, CA 92660 TICKET949752 6937 (ext) 310
1. 3 Collection and Deposit of Funds: A "direct deposit" system shall be employed for all funds received for payment of citations. All deposits shall be made daily, Y subject9 to regular bankinghours.
Deposits shall be itemized and detailed information will be captured p regarding g g submitted funds.
Deposit slips shall be prepared in triplicate. Deposits shall be made directlyinto an account held jointly between the CITY and the COMPANY ("Joint Account"). COMPANY shallperform all reconciliation and check generation along with monthly invoicing. The COMPANY shall reconcile the account the month following the prior month' s banking activity, disperse all revenue due the CITY, notify CITY of any tax liability, issue any refunds, and retain all supporting documentation for the CITY records.
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Funds due to the CITY shall be deposited via ACH directly to the CITY held bank account within fifteen ( 15) days of the banking period and the fee charged bythe bank for this transfer is currently
14. 00 per transfer and shall be deducted from the account held jointlythe CITY and the COMPANY.
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1. 4 Identification of Registered Vehicle Owners: COMPANY shall exert best efforts 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 butpaYment for which has not been received. COMPANY shall follow all procedures specified byeach individual DMV and be consistent with each state Vehicle Code when identifying registered vehicle owners.
1. 5 Verification of Ownership: COMPANY will take reasonable measures to identifyand verifyY 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; g , 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 willgenerate and mail presorted, first-class postage) no sooner than allowable by law and as directed by the CITY, a courtesy notice to all identified registered owners of vehicles who fail to pay theirarkin p g citation fines or to post bail in the required manner. If the Police Officer has made the information available to COMPANY, the mailed notice will include all information required by State Vehicle Code, including, but not limited to the following:
A. The parking citation issuance date, time 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 their arrest); C. The amount of fines and fees due and payable;
D. The location, vehicle license number, vehicle color, and make; E. Affidavit of Non-Ownership;
F. COMPANY's contact information;
G. The verbiage shall be friendly and inform the citizen who the Citation Processing Center is and their relationship with the City of Redondo Beach and shall include an exhortation regarding 9 g the Redondo Beach Scope of Services 10/ 2/ 18 Page 2
DATA II 4600 Campus Drive, Suite 200
inc. Newport Beach, CA 92660 TICKET949752 6937 (ext) 310 individual' s civic duty to respond to the notice within the specified p period.
1. 7 Registration Holds: The COMPANY will provide a private dedicatedhone line to interface terface with the State Department of Motor Vehicles to place holds on vehicle registrations havingg unpaid parking fines and fees due against those vehicles in accordance with California Vehicle Code and any other applicable State and local laws. The notification will be given within a reasonableeriod of time after issuance of a courtesy notice. The period of time will not exceed the time limitsprovided by state and local law and as directed by the CITY.
1. 8 Removal of Registration Holds: COMPANY will provide aprivate dedicatedphone line to interface with the State Department of Motor Vehicles to remove registration holds when a registered egistered vehicle owner satisfies the entire amount of parking citation fines, penalties and fees due against n the vehicle and establishes such payment to the satisfaction of COMPANY and the DMV.
1. 9 Contested Citations: In the event a registered vehicle owner disputes p the liabilityfor an outstanding parking citation, COMPANY will advise the registered vehicle owner 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 the CITY within the prescribed time period so that the matter can be adjudicated.
1. 10 Appeals: If requested by CITY, 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 p with contestants and notify them of decisions; maintain records of dispositions and appeal paperwork p prw and refer all paperwork to Court if required. The COMPANY shall not be responsible for the CITY'S failure to provide correct or timely infraction information. The CITY shall be responsible to pay any court filing fees due, if an appeal is sent to Court and the Court subsequently dismisses the citation.
1. 11 Citations Disposed of by Hearing/ Court: The COMPANY maybe 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 $.42 for processing the citation regardless of the outcome of court action.
COMPANY will maintain records indicating any reduction or cancellations of parkingcitations as a result of hearing/ court action. Parking citations that are dismissed as a result of hearing/ court decision will have the dismissal processed by the COMPANY promptly after receipt from the Hearing/ Court.
1. 12 Suspension of Processing: COMPANY will suspend processingcitation on any referred to it for processing upon written notice to do so by an authorized officer of the CITY. COMPANY will promptly return any citation or facsimile properly requested by the CITY. COMPANY will maintain records indicating any suspension of citation as a result of CITY'S request. COMPANY shall be paid 42 for processing the citations suspended by the CITY.
Redondo Beach Scope ofServices 10/ 2/ 18 Page 3
DAM III 4600 Campus Drive, Suite 200
Newport Beach, CA 92660
TICKET'. 949 752 6937ext 310
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, however a five day grace period approved bythe CITY will roll back penalties added to citations within that grace period.
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1. 14 Parking Citation System Master File Update: COMPANY will regularly, on a dailyupdate basis, the parking citation database with new citations, payments, reductions, cancellations, dismissalsnad 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 research and statisticalur oses for the duration of the contract.
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2. 2 Payments Processing: COMPANY shall process citation payments within twenty-four to fortyeight Y Y
eight hours of receipt. Payments shall be immediately posted in one ( 1) of three (3) following categories:
Regular Payments" are citations with the correct bail, paid on or before the due date. (This includes payments properly complying with prior Notices-of-Intent).
Partial Payments" are citations paid for less than the amount of bail due. A notice or additional correspondence may advise defendant of late charges and/or incorrect bail.
Review/Hearing/ Court Requests" are all requests for appeals by defendants. These requests are sorted so that if bail is submitted, it 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. The COMPANY will review letters for proper follow-upeither byCITY or by COMPANY and the appropriate action will be taken for resolution. COMPANY will not charge a fee for this service.
2.4 Batching Procedures: COMPANY shall maintain an effective method of internal control procedures. Such procedures shall involve reconciliation of all payments received usinggenerallyY accepted accounting principles. After proper reconciliation, deposit slips shall be prepared and including 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 stored in a file room, for a period of two (2) years.
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DATA 11 4600 Campus Drive, Suite 200
inc. Newport Beach, CA 92660 TICKET949752 6937 (ext) 310
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 g Y p payments, usinggenerally accepted
accounting principles.
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2. 6 Revenue Report: A monthly revenue report will list all revenues received duringgiven a month.
This report will also provide information regarding the CITY'S responsibility for anytaxes on funds.
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ARTICLE III — WEB SITE
3. 1 Citation Management Web Site: The COMPANY offers a web site for CITY review and interface with its database, including all citations and information relating to changes in status.
3. 2 Citizen Web Site Access: When the CITY has web site access, citizens who receive citations are able to access the web site to review their individual citations, pay appeal on- line and access citation information.
3. 3 Web Site Interaction: The web site may be "view only" or "interactive," for the CITY. All access and interactivity is password protected and an audit trail maintained.
3.4 Web Site Reports: Web site reports are available to the CITY 24/7 and the ability export p reports into Excel for easy flexible report manipulation is available.
3. 5 Web Site Cost: User ID' s and passwords will be assigned to the CITY at no cost.
ARTICLE IV— ADDITIONAL SERVICES
4. 1 CVC 40215: Services provided include accepting, scheduling, tracking, reviewing and hearing of first and second level administrative appeals, interfacing and providing backup for Court appearances and notifying CITY contestants in writing of decisions at each level. The CITY 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: In accordance with Section 11. 1 under Citation Processing, COMPANY shall o o
retain $ 15, 30% or 38/ o of the payment collected for delinquent citations processed in accordance with this Agreement provided the delinquent citations meet the following criteria:
A. Delinquent citations are those for which a California Department of Motor Vehicles registration hold has been placed and/or a registration hold has been dropped pp due to a transfer of ownership or non- renewal of registration or a registration hold was incomplete, but the required daily processing cycle and courtesy notice have been Redondo Beach Scope ofServices 10/ 2/ 18 Page 5
DATA . 4600 Campus Drive, Suite 200
TICKET
Newport Beach, CA 92660
949 752 6937 (ext) 310
completed without payment, dismissal or void.
B. Citations with out-of-state license plates for which the required daily processing cycle and courtesy notice have been completed without payment, dismissal or void.
C. Any other problem or special citations that CITY so designates and refers to COMPANY under this Agreement.
4.3 Franchise Tax Board Interagency Intercept Program: The COMPANY will sign the CITY up to participate in the Interagency Intercept Program (either as a new or as a repeat participant). This includes all paperwork and the interface with the CITY for the Program with the Franchise Tax Board.
A. When the paperwork is completed and submitted, COMPANY will merge all debts under an individual name and social security number and send a final FTB required notice
B. This notice will allow the citizen 30 days to pay the entire amount due, prior to placement of his/her debt with the Interagency Intercept Program. During this time the COMPANY will handle all payments, adjustments and respond to citizen questions and concerns.
C. If the debt is still unpaid after the 30 day period, the COMPANY will place the citation on the Interagency Intercept Program list for submission at the appropriate time submission is normally in the month of December and file adjustments, adds and deletions continue throughout the next calendar year).
D. Prior to submission, the CITY and the COMPANY will agree to the age of the debts and the minimum dollar amount of each debt to be sent.
E. The COMPANY will verify and attach a social security number to each record that is eligible for the program.
F. All citations attached to the same social security number will be merged for submission, with a total amount due showing.
G. When the COMPANY places citations with the Interagency Intercept Program, the amount of the fines plus any additional charges will be included on the total amount due by the citizen and may be paid in full or in part depending on the amounts available at the state for dispersal.
H. When the citizen is eligible for an income tax return (but owes the CITY a debt) the return becomes eligible to have that debt (or a portion of it) deducted from the return and sent directly to the CITY.
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DATAII 4600 Campus Drive, Suite 200
Newport Beach, CA 92660 inc.
949 752 6937 (ext) 310
I. During this time, the COMPANY will adjust files, respond to citizen inquiries and concerns and in the case of attachments made in error, document the issue, verify the refund and issue the refund.
J. The CITY will receive a weekly notification from the Franchise Tax Board for amounts deducted from eligible citizens returns and paid to the CITY. Once received, the CITY will fax these reports to the COMPANY for entry into the database.
K. The month following any notification of deductions from citizen tax returns the CITY will receive a check for the aggregate amount withheld from citizen returns theprior month. The CITY will forward a copy of the check to the COMPANY for reconciliation against the weekly notifications previously sent.
4.4 Postal Rate Increase: The COMPANY will maintain auditable records to document the COMPANY'S actual postage costs associated with the mailing of delinquencynotices for unpaid p citations and for other mailings related to the processing of correspondence. If there is apostal increase from the $0. 50 currently charged by the US Postal Service, that increase will be invoiced effective on the first of the month following the date the increase goes into effect.
4. 5 Credit Card Usage: The COMPANY provides credit/debit cards for citation pay recipients p to aY citations online, on the Interactive Voice Response ("IVR") System and on thephone. A convenience fee of $3. 50 is currently charged to the user for each transaction. This fee is paid to COMPANY to defray bank charges and credit/debit card fees assessed to COMPANY. This fee is subject to change as fees to COMPANY change.
GENERAL PROVISIONS
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 CITY 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 CITY'S prior written approval.
5. 3 Use of Approved Forms: CITY shall have the right to reasonable approval of all forms, delinquency notices, and correspondence sent by the COMPANY. These forms must conform to State and local laws.
5.4 Books and Records: COMPANY will maintain accurate and complete books or records for parking citations issued within the CITY'S jurisdiction and referred to COMPANY forrocessin . p g Redondo Beach Scope ofServices 10/ 2/ 18 Page 7
DATA4600 Campus Drive, Suite 200
Newport Beach, CA 92660
Inc.
949 752 6937 (ext) 310
Such books or records, and related computer processing data, shall be available for inspection and audit by CITY at the COMPANY'S location within three (3) business days notice to COMPANY.
5. 5 Ownership: All reports, information, and data, including but not limited to computer p tapes or discs, and files furnished or prepared by the COMPANY, (collectively the "Materials"), are and shall remain exclusively the sole property of COMPANY and the CITY 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 writtenprocedures performed hereunder (collectively the "System") are and shall remain exclusively the sole property of COMPANY, and the CITY shall acquire no right or title to said System.
5.6 Property of CITY: All documents, records and files supplied by CITY to COMPANY in performance of this contract are agreed to be and shall remain the sole property of CITY.
COMPANY agrees to return same promptly to CITY no later than forty-five (45) days followingnotice to the COMPANY.
5. 7 Confidentiality: Except in accordance with paragraph 5. 8, CITY and COMPANY agree g to keepall information acquired during the performance of services under this Agreement as confidential.
5. 8 Public Records Act Disclosure: COMPANY has been advised and is aware that all reports, documents, information, and data including, but not limited to, computer tapes, discs, or files furnished or prepared by COMPANY, or any of its subcontractors, and provided to CITY maybe subject to public disclosure as required under State law, including but not limited to the California Public Records Act (California Government Code Section 6250 et. seq).
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 CITY:
A. COMPANY agrees to store original citations for the current year, plus two (2) years, at which time they will be shredded. COMPANY will have such information available on system for CITY'S review as long as the contract is in place, to permit CITY retrieval of such information. CITY relieves COMPANY of all liability costs associated with data released by CITY 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 CITY or shred them at the CITY'S cost. If requested, an electronic file, diskette or CD of all processed data will be available to the CITY at the CITY'S cost.
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DATAII 4600 Campus Drive, Suite 200
Newport Beach, CA 92660 inc. TICKET 949 752 6937 (ext) 310
5. 11 Quality Assurance: COMPANY will cooperate with CITY to provide statistics for up to one hundred twenty (120) live citations. These citations can be chosen by the City and upon notice, within forty-five (45) days of the end of the current annual contract period, COMPANY will enter them into a spreadsheet, tracking the life events and timeframe of each citation so that the CITY will have details showing that correct procedures and timeframes have been followed at all times.
5. 12 Oversize Vehicle Registration and Permit Software: COMPANY has developed web-based software to manage State oversize vehicle registration and CITY permitting and will provide a web interface for CITY to access status of vehicle registration and permits. Maintenance, upgrades accompanying reports and statistics will be available as they are for all parking management data.
Funds collected in relation to the Permit Software will be deposited in the Joint Account monthly. Y
5. 13 Business License: COMPANY shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by CITY; provided, however, that CITY may waive the business license requirement in writingunder unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
5. 14 Conflict of Interest: COMPANY acknowledges, represents and warrants that COMPANY shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, g or at common law) with respect to this Agreement. COMPANY further acknowledges, g represents and warrants that COMPANY has no business relationship or arrangement of any kind with anyCITY official or employee with respect to this
judicial
Agreement. COMPANY acknowledg
es that in the event that
shall be found by any or administrative body to have anyconflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to CITY forthwith. This provision shall survive the termination of this Agreement for one ( 1) year.
5. 15 Non Liability of Officials and Employees of the CITY: No official or employee of the CITY shall be personally liable for any default or liability under this Agreement.
5. 16 Compliance with Laws: COMPANY shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, non-discrimination laws and prevailing wage laws.
5. 17 Time of Essence: Time is of the essence of this Agreement.
5. 18 Third Parties: Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
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DATA II 4600 Campus Drive, Suite 200
Newport Beach, CA 92660 inc.
949 752 6937 (ext) 310
5. 19 Warranty: In the event that any product shall be provided to the CITY asart p of this Agreement, g COMPANY warrants as follows: COMPANY possesses good title to the product and the right to transfer the product to CITY; the product shall be delivered to the CITY free from anysecurity interest or other lien; the product meets all specifications contained herein; theproduct shall be free from material defects in materials and workmanship under normal use fora pyeriod ofear one 1) from the date of delivery; and the product shall be fit for its intended purpose s) Notwithstanding the foregoing, consumable and maintenance items (such as light g bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by COMPANY, at COMPANY's expense, including shipping to the City. COMPANY shall not be liable under this warranty for an amountreater g than the amount set forth in Article XI.
5.20 Severance: Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
5. 21 Authority: CITY warrants and represents that upon CITY Council approval, pp the Mayor y of the CITY of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of CITY. The party signing on behalf of COMPANY warrants and represents that he or she is dulyY authorized to enter into and execute this Agreement on behalf of COMPANY, and shall be personally ersonall liable to CITY if he or she is not duly authorized to enter into and execute this Agreement on behalf of COMPANY.
5.22 Waiver: The waiver by the CITY of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
5.23 Misuse of Joint Account: In the event, COMPANY misuses funds in the Joint Account, COMPANY must reimburse the CITY for said funds, remit 10% interest on said funds, andap Y any associated fees and expenses. Further, COMPANY shall be considered in default and CITY may terminate this Agreement subject to Section 10. 3 of the Agreement.
ARTICLE VI - REPORTS
6. 1 Periodic Reports: COMPANY will submit reports to CITY each month. The reports p will provide activities relating to performance under this Agreement. All reports shall be in electronic data format including but not limited to formats in Microsoft Excel and Access. Among reports, re orts, which COMPANY will generate, are the following:
A. A report of all revenue collected.
B. A report for all parking citations issued.
C. A balanced summary report for issuing CITY providing the status of all parking citations at the beginning of the period, current period and at the end of the period.
Redondo Beach Scope of Services 10/ 2/ 18 Page 10
DATA111 4600 Campus Drive, Suite 200
Newport Beach, CA 92660 TICKETinc.
949 752 6937 (ext) 310
D. A report for issuing CITY identifying registered vehicle owners with multiple outstanding parking citations.
E. A report for issuing CITY identifying the parking citations issued, location, and violation by officer.
F. A report of all expenses and fees paid, and refunds issued.
G. A reconciliation of the banking activity in the Joint Account describing all deposits and withdrawals for the monthly period.
H. A report showing the tax liability of the CITY.
6.2 Annual Reports: On an annual basis, COMPANY shall provide reports to the CITY in accordance with California Vehicle Code Section 40200.3.
ARTICLE VII — CLAIMS AND ACTIONS
7. 1 CITY 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 CITY, in writing, within ten days, of said claim or action.
7.2 Indemnity: To the fullest extent permitted by law, COMPANY shall indemnify, defend and hold harmless CITY and its officers, employees, elected and appointed officials, and volunteers from and against any and all claims, demands, causes of action, lawsuits whether at law, equity or both, proceedings, liabilities, losses, damages, expenses, costs including without limitation attorneys' fees and costs and expert witness fees, judgments, penalties, and liens of every nature arising or claimed to arise from, directly or indirectly, out of COMPANY's negligence, recklessness, or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for or to the extent such loss or damage was caused by the sole negligent acts, or willful misconduct of the CITY. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
ARTICLE VIII — SUBCONTRACTORS AND ASSIGNMENTS
8. 1 Limitations upon Subcontracting and Assignment: The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty five percent (25%) or more of the ownership interest in COMPANY or twenty five percent (25%) or more the voting control of COMPANY (whether COMPANY is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement. Further, the involvement of COMPANY or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or COMPANY's assets occurs, which reduces COMPANY's assets or net worth by twenty-five percent 25%) or more shall also constitute an assignment for purposes of this Agreement. This contract may not be assigned without the prior consent of the CITY. It is understood and acknowledged by the Redondo Beach Scope of Services 10/ 2/ 18 Page 11
DATAII 4600 Campus Drive, Suite 200
Newport Beach, CA 92660
TICKET inc.
949 752 6937 (ext) 310
parties that the COMPANY is uniquely qualified to perform the services in this Agreement.
8.2 Subcontractors: COMPANY is authorized to engage subcontractors as permitted bylaw at COMPANY'S own expense. Subcontractors shall be deemed agents of COMPANY. COMPANY shall not engage the services of any subcontractors without the prior written approval of CITY.
ARTICLE IX - INDEPENDENT CONTRACTOR
9. 1 COMPANY'S Relationship: COMPANY'S relationship to the CITY in the performance of this Agreement is that of an Independent Contractor. Personnel performing 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 CITY. COMPANY shall pay all wages and salaries and shall be responsible for all reports and obligations relating to social security, income tax withholding, g unemployment compensation, worker's compensation, and similar matters. Neither COMPANY nor any officer, agent, or employee of COMPANY shall have rights to any benefits which accrue to CITY employees.
TERM OF AGREEMENT
ARTICLE X — TERM OF CONTRACT
10. 1 Terms and Renewals: The term of the Agreement shall be for three years (3) ears commencingg on October 2, 2018 and ending on October 1, 2021. This Agreement shall automaticallyrenew for three one ( 1) year periods. Prior to the renewal of the Agreement, COMPANY may request in writing reasonable price adjustments for its processing services. However, no price adjustments will be effective unless a written amendment to this Agreement is executed by both parties.
10.2 Termination Without Default: Notwithstanding any provision herein to the contrary, the CITY may, in its sole and absolute discretion and without cause, terminate this Agreement upon ninety ((90) dayss written notice to COMPANY. In the event of termination by CITY, COMPANY shall be compensated for:
1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by COMPANY for this Agreement prior to COMPANY's receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that COMPANY is not able to cancel such orders. Compensation for COMPANY in such event shall be determined by the CITY in accordance with the percentage of the project or services completed by COMPANY; and all of COMPANY's finished or unfinished work product through the time of the CITY's last payment shall be transferred and assigned to the CITY. In conjunction with any termination of this Agreement, the CITY may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
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DATA IN 4600 Campus Drive, Suite 200
Newport Beach, CA 92660
949 752 6937 (ext) 310
10. 3 Termination in the Event of Default: Should COMPANY fail to perform any of its obligationss hereunder, within the time and in the manner provided or otherwise violate anyof the terms of this Agreement, the CITY may give notice to COMPANY within ten ( 10) days of the default. If COMPANY does not cure the default to the reasonable satisfaction of the CITY within thirty (30) days of the COMPANY'S receipt of notice, the CITY may terminate this Agreement. g COMPANY shall be compensated as provided immediately above, provided, however, CITY shall deduct the amount of damages, if any, sustained by the CITY by virtue of COMPANY's breach of this Agreement.
10.4 Exclusivity: CITY agrees to utilize only the services of the COMPANY duringthe term of the Agreement for the processing of the citations referred to above. CITY agrees g duringthe termof the Agreement, to not directly engage a competitor of the COMPANY for theperformance of the services provided by the COMPANY under this Agreement. However, if notice of termination isgive to COMPANY pursuant to Sections 10.2 and 10. 3, CITY may terminate the exclusivity provision immediately upon written notice to COMPANY.
COMPENSATION
ARTICLE XI — COSTS
11. 1 Costs: CITY agrees to pay in accordance with the cost schedule referenced below.
Cost Description Cost to the City
Citation Processing
Cost to process each electronic citation 0.42
Cost to process each written paper citation, if different from electronic 0.42 citation cost
Courtesy Letter First...Notice.... .... ... . 0.65
Cost of processing delinquent collections for in- state license plate 15. 00 Cost of processingdelinquent delinque... .......... Coll11ectionsfor out-of state license late 15.00 Third arty Collections - Cost of collections not involving civil court action 30% of Collected Revenue
Third Party Collections - Cost of collections involving civil court action 38% of Collected Revenue
AB 503— Approval/Denial
Acceptance and Scanning of Indigent Payment Plans Requests 5.00 per request Data Ticket to oversee
Indigent Payment Plan Letters 85 per letter
Administrative Reviews
Cost to track and forward administrative review requests to the City, 0. 70 including placing the citation on hold and forwarding it and the supporting documentation to the City for review.
Redondo Beach Scope ofServices 10/ 2/ 18 Page 13
DATA 111 4600 Campus Drive, Suite 200
Newport Beach, CA 92660 inc. TICKET 949 752 6937 (ext) 310 OR
Cost to track and forward administrative review requests to the City, 1. 55 including placing the citation on hold and forwarding it and the supporting documentation to the City for review and Data Ticket printing and sending a customized adjudication' cation letter to the appellant.
Administrative Hearings
Cost to track and forward administrative hearing requests to the City, 0. 70 including placing the citation on hold and forwarding it and the supporting documentation to the City for review.
OR
Cost to track and forward administrative hearing requests to the City, 1. 55 including placing the citation on hold and forwarding it and the supporting documentation to the City for review and Data Ticket printing and sending a customized adjudication letter to the appellant.
Banking Fees
Cost of refunds made to the violator by Data Ticket Inc. 5. 00 Notice of Returned Check (NSF Non- sufficient funds, closed account) 1. 25 Permit Processing
Notice of permit processingnew 1. 25
Notice of permit processing 1. 25
Franchise Tax Board Services
Franchise Tax Board Intercept processing to include: Create a list of eligible 1. 00 per notice violations, combining plates, obtain Social Security numbers, skip trace, And create generic FTB notice letters, send FTB letter and file liens, rovide 15% of Collected customer service call center for violator calls, payment processing, handling Revenue disputes and refunds. Includes FTB filing fee and research costs.
Postage
Actual postage increases will be added to all mailing costs following the actual increases. The current postal rate is $ 0.50.
ARTICLE XII— INSURANCE
12. 1 Insurance Provisions: COMPANY in addition to the policies of insurance set forth in Exhibit "B", shall provide and maintain at its own expense during the term of this Agreement, the followingpolicy or policies of insurance covering its operations hereunder. Such insurance shall beprovided byinsurer(s) satisfactory to the CITY and certificates of such insurance shall be delivered to the CITY 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 thirtydays written notice has been given to the CITY.
Y
A. 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 Redondo Beach Scope of Services 10/ 2/ 18 Page 14
DATA II 4600 Campus Drive, Suite 200
inc. Newport Beach, CA 92660 TICKET949752 6937 (ext) 310 property damage and for bodily injury or death of persons. Such insurance shall include the same additional-insured and cancellation noticeprovisions as specified p e above and may be combined with the comprehensive general liability coverage required above.
B. Throughout the period of the Agreement, COMPANY, at it' s sole cost, shall maintain in full force and effect a policy of worker's compensation insurance coveringall of itsi employees as required by the labor code of the State of California.
ARTICLE XIII — ENTIRE AGREEMENT
13. 1 Integrated Agreement: This Agreement, Exhibit "A", and Exhibit "B" constitute the entire agreement of the parties with regard to the subject matter hereof, and replaces p and supersedes p s all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing signed bybothparties. In the event of any inconsistency between this Agreement, Exhibit "A", and Exhibit "B", this Agreement will prevail.
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 g to begiven to either party may be given by depositing in the United States mail, postage prepaid, first-class, addressed to the following:
CITY:
CITY OF REDONDO BEACH
415 DIAMOND STREET
REDONDO BEACH, CALIFORNIA 90277
COMPANY:
DATA TICKET, INC.
A CALIFORNIA CORPORATION
4600 CAMPUS DRIVE, STE 200
NEWPORT BEACH, CALIFORNIA 92660
Redondo Beach Scope ofServices 10/ 2/ 18 Page 15
DATA11 4600 Campus Drive, Suite 200
Newport Beach, CA 92660
TICKET inc.
949 752 6937 (ext) 310
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of this 2nd day of October, 2018.
CITY OF REDONDO BEACH DATA TICKET, INC.
By:
William C. Brand, Mayor Name: e 0-4--4
Title: 014 qe-e--+
ATTEST: APPROVED:
ROW() 41 /
11.0 Eleanor Manzano, City erk Jill Buchholzkj nager
APPROVED AS TO FORM:
ritfri:at,4
Michael W. Webb, City Attorney
Redondo Beach Scope ofServices 10/ 2/ 18 Page 16