CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Police Department Project Manager: Sgt. Phillip Sanchez Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 621-1205
P.R. No: Vendor No: /0 757 [P.O./Contract No: 33 7 9
Description of Services:
Parking Citation Processing and Collection Services
Amendment No. 1 modifies the: (2nd or subsequent amendments attach Amendment History page) Term, Payment Limit and Service Plan ] Payment Limit and Service Plan Term and Service Plan Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
T2 Systems
Company Name:
Street Address: 8900 Keystone Crossing, Suite 700
City, State, Zip Code: Indianapolis, IN 46240
Contact Person: Laura Lierz
Telephone: (317) 524-7410 Email: [email protected]
Business License No: 4004-9952/ Expiration Date: 1/11/18 A California V corporation, limited liability corporation general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:]
•other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on January 7, 2015 , which original term commenced on January 30, 2015 and terminates December 31, 2017 with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation T2 Systems
By... (*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
Tile: City manager By A
I hereby certify that the Original Contract CEO
and this Amendment have been approved Title:
by the City Council or executed by the City *The Corporation Chief Financial Officer, Secretary o Manager. issistant Secretary should sign on the line below.
Pamela Chint
By By:
City Clerk
Title:
(NOTE: Pursuant to California Corporations
Approved do to form: Code Section 313, if Contractor is a corporation or nonprofit organization, this
Contract (1) should be signed by the
By. Chairperson of the Board, President or
City Atorney Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to
1. Amendment Provisions designated representative groups pursuant
2. Updated Insurance Certificates to Corporations Code Section 313.
Contract Amendment/EJ/TE 09-26-07
F2nsystemsdment between the City of Richmond and
Amendment No. P.O./Contract No.
1 AMENDMENT PROVISIONS (TERM AND SERVICE PLAN)
Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as "2. Term. The effective date of this Contract is
January 30, 2015
(Insert original contract commencement date)
and it terminates
December 31, 2020
(Insert new contract termination date)
unless sooner terminated as provided herein."
2. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Statement of Work (SOW) amended to include customer overpayment refunds (refer to attached "First Amendment to T2 Subscription Agreement") Contract Amendment/EJ/TE 9-26-07
Contract Amendment between the City of Richmond and
T2 Systems
Amendment No. P.O./Contract No.
1 AMENDMENT PROVISIONS (AMENDMENT HISTORY)
for one or more of the
following provisions (check those that apply):
Increased contract payment limit by $ 0.00 _for a payment limit not to exceed $ 0.00
Term Amendment (insert new termination date): December 31, 2020 Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
• Increased contract payment limit by $ _for a payment limit not to exceed $ 0.00
• Term Amendment (insert new termination date):
Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on _for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ _for a payment limit not to exceed $ 0.00
• Term Amendment (insert new termination date):
• Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $ 0.00
Term Amendment (insert new termination date):_
• Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on. _for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $ 0.00
Term Amendment (insert new termination date):
Service Plan
12 Citation Processing
and Collections
Statement of Work
Copyright © 2017 T2 Systems, Inc.
CONTENTS
Citation Processing and Collections Statement of Work. .. i Scope ..3
Project Methodology ....3
Project Schedule ..3
Change Control ..3
Assumptions, Constraints, and Risks ...3
On-going Citation Processing Services.. ...3
Refund Processing. ...3
T2 Systems, Inc.
Last Modified: 8/10/17
The Statement of Work and any Exhibits or Attachments hereto shall be governed by the terms and conditions of the Citation Processing and Collection Services Agreement amendment dated August 1, 2017 between T2 Systems and City of Richmond, CA Police Department (AGENCY).
SCOPE
This Statement of Work (SOW) outlines the deliverables to be completed for the successful project implementation and on going services for City of Richmond, CA Police Department. Deliverables not addressed in this SOW are considered to be out-of scope, and therefore not included.
T2 will provide the following activities through Citation Collection Services, LLC ('CCS') a wholly owned subsidiary of T2.
Project Methodology
Each party shall designate a Project Manager who shall work together to facilitate an efficient delivery of the SOW. The T2 Project Manager will be responsible for project planning, scheduling, and issue/risk resolution.
The Agency's Project Manager will be responsible for identifying and coordinating Agency resources necessary to meet the project schedule.
T2 will assign a dedicated Business Analyst (BA) who is dedicated to the success of the project.
Time is of the essence and all parties must participate as required to meet the timeframe.
Project Schedule
During the project kick-off meeting, the T2 Project Manager, in conjunction with the Agency's Project Manager, will determine the project schedule.
Change Control
Customer may request changes to this SOW or planned deliverables. Change request may result in a change to the price, schedule and other terms and conditions contained herein.
Assumptions, Constraints, and Risks
Much of the CCS work will be performed remotely. Any requirements for project resources to come onsite may result in additional consulting fees and related travel expenses.
On-going Citation Processing Services
Refund Processing
T2 will issue refunds to parkers that overpaid their citation effective August 1, 2017.
T2 Systems, Inc.
Last Modified: 8/10/17
Refunds are submitted to accounting monthly.
The total refund amount will appear on the City of Richmond, CA Police Department invoice monthly.
"Customer"
Customer Name
By:
Printed Name:
Title:
"CCS"
Citation Collection Services, LLC
By:
Printed Name: Adam Rausch
Title: Vice President, Services
T2 Systems, Inc.
Last Modified: 8/10/17
FIRST AMENDMENT TO
T2 SUBSCRIPTION AGREEMENT
This First Amendment (this "Amendment"), is made as of August 1, 2017, by and among City of Richmond, CA Police Department ("Customer") and Citation Collection Services, LLC, a wholly owned subsidiary of T2 Systems, Inc. ("CCS"), to that certain T2 Software Subscription Agreement, dated January 30, 2015 (date) ("Subscription Agreement").
WITNESSETH:
WHEREAS, the parties to the Subscription Agreement desire to amend certain provisions of the Subscription Agreement in the manner set forth herein; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Full Force and Effect of the Subscription Agreement. Except as amended by Section 2, 3 and 4 of this Amendment, the Subscription Agreement shall remain in full force and effect.
2. CCS Services. Customer refund processing
3. Fees. Exhibit A defines Fees to be charged for services provided under this Amendment.
4. Scope of Work. Exhibit B outlines Scope of services provided under this Amendment. (attach the applicable portion of the SOW as Exhibit B) Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one counterpart has been signed by each party and delivered to the other parties.
6. Integration of Agreement. This Amendment and the Subscription Agreement (as amended hereby) supersede all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. Neither this Amendment, nor any provision hereof, may be changed, waived, discharged, supplemented or terminated orally, but only by an agreement in writing signed by the party against which the enforcement of such change, waiver, discharge or termination is sought.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by a duly authorized representative.
CITATION COLLECTION SERVICES _(CUSTOMER
By:. By:
Name: Adam Rausch, Name:_
Title: VP Services_ Title:
EXHIBIT A
FEES
$5.00 per refund processed
T2 Systems, Inc.
Last Modified: 8/10/17
....
CITY OF RICHMOND
STANDARD CONTRACT
Department: PD-Code Enforcement Project Manager: Denée Evans Project Manager E-mall: Project Manager Phone No:
[email protected] (610) 621-1718
PRNO: Vondor No: i0 751 |P.O./Confract No: 3379
Description of Services:
Parking Citation Processing and Collection Services
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Pathan pates to this contact are he city of Richmond therein referred to Company Name: T2 Svstems.
Street Address: 8900 Keystone Crossing, Suite 700
City, State, Zip Code: Indianapolis, IN 46240
Contact Person: Laura Lierz
Telephone: (317) 524-7410 Email: [email protected]
Business License No: / Expiration Date:
A California E corporation, limited liabilly corporation general partnership, I limited partnership, ] individual, non-profit corporation, ] individual dba as [specify:..
other Ispecify:]
Ferm. The effective date of this Contract is January 30,2015 •and it terminates December 31, 2017 unless terminated as provided herein.
Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ cost stated in proposal . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. Clty shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
в. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are Incorporated herein by reference.
10. Signatures. These signaturés attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
T2 Sustems
By TIMA
(*The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By: Tom Mage
I hereby certify that this Contract Tille: EXP
has been approved by City Council.
Date Signed: 01.07./5
By:
Sily Clerk
(* The Corporation Chief Fancial Officor,
Seoretary or Assistant Secretary should sign below)
Approved as to rory:
Irena Goloschokin
By: Title:_ Executive Ve
Date Signed: 1/7/15
(NOTE: Pursuant to Callfornia Corporations
Code Section 313, If Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice President and (b) the
Secretary any Assistant Secretary, the Chlef
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhiblt F
Standard Contrac//EJ/TE 9-26-07
-. -
For the Contract between the City of
Richmond and
T2 Systems
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the _ perform the following services and be compensated as outlined below:
See attached Scope of Work
For the Contract between the City of
Richmond and
T2 Systems
• EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY
MANAGER)
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract and trave el Theres shall be adeles dealer, baron are at rear and and travel etc). invoices
be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Denée Evans Department: PD- Code Enforcement PO Box 4046
Richmond, GA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Denée Evans before payments shall be authorized.
5. The City will pay Invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
I2 Systems
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices, All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mall, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of Californía.
1.1 CITY hereby designates as its Authorized Representative the Project, Manager whose name and address are as follows:
Denée Evans
City of Richmond
1701 Regatta Bivd
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
T2 Systems, C/O Laura Lierz
8900 Keystone Crossing, Suite 700
Indianapolis, IN 46240
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor: Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, Joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor; Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor refationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers, Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be dellvered to City within a reasonable time, shall be deemed. assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoverles, developments, concepts, designs, ideas, know how, împrovements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract Is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE. 01-19-11 1 of 13'
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist Cily, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and • nominees the sole and exclusive right, fille and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertalning. to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of Californla, and the United States Government.
If the project or'services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, In its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 2 of 13
• Contractor shall, at Its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make avallable for inspection and copying by authorized representatives of the City, the State of Galifornia, and the United States Govemment, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
• Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's fermination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepfed accounting principles and all records shall provide a breakdown of total costs charged under this Contract, Including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, Invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJTE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a perlod of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contracto expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided hereín and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a. description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Condittons/EJ/TE 01-19-11 4 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants . that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in Its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a materfal breach of this Contract and . grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, Irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 5 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such fermination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §S 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judiclal or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year,
15. Indemnification,
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and Indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, Including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 09-19-11 6 of 13
Indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims; suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the wilful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, Including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless Includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liabillty is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any Indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from llabllity under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compilance with applicable local, state and federal safety requirements including but not limited to Occupational Safely and Health Administration requirements, and shall assume sole and complete General Condillons/EJ/TE 01-19-11 7 of 13
responsibility for the safely of Contractor's employees and any subContractor's employees. If a death, sarious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
.18.Non-Liabilty 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 Contract.
19. Compllance with Laws. Contractor shall comply with all federal, state and lacal laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws, Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, If applicable:
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinanoe. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be pald pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to retrain trom discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-10-11 8 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion.. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor, Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (If applicable), or of the interest. of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modifled or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General . Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevall over fhese General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the Clty shall prevail over those preferred by the Contractor:
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
City reserves the right to employ other Contractors in connaction with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compersation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inabllity to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open fo examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
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29. 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 Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any fallure by City to continue the purchase of all or any failure to continue purchase . of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code $$ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor 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 any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for Its intended purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36, Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the Cily Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor. 37, Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relleve the Contractor's obligation to fulfil this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions. of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property faxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that It is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
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City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made • by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed pertormance or this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of FInal Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
shall remain in full force and effect after termination or completion.
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For the Contract between the City of
Richmond and
•
T2 Systems
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
In the event of a discrepancy between any term or condition of this contract and Service Performance Agreement, the terms and conditions of the Service and Performance Agreement shall govern.
Contractor shall to the satisfaction of the Chief of Police or his designee, perform the following services and be compensated as outlined below:
In accordance with the City's RFP issued on September 15, 2014 and the agreed upon costs as of January 7, 2015 (included by reference), Contractor shall provide services set forth in the attached Scope of Work and Performance Agreement dated January 7, 2015.
For the Contract between the City of
Richmond and
I2 Svstems.
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Confract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and •incorporated herein by this reference.
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T2 SYSTEMS
Citation Processing and Collection Services Agreement
This T2 Citation Processing and Collection Services Agreement including sottware Jicense and related produets ("Agreement") is entered into as of the date listed below by and between City of Richmond, 1701 Regatta Blvd., Richmond, CA 94804 ("City") and T2 Systems, Inc. ("T2").
Exhibit A: Statement of Work
1. General Definitions
1.1 "Activation Date" means the first date T2 enables the Software for use by City in its business operations;
"City", as identified above, includes any employes, consultant, contractor, or affiliate of the City, provided that the employee, consultant, contractor, or affiliate is using the Software in the performance of his or her duties as an employee, consultant, contractor, or affiliate of the City in furtherance of the Authorized Purposes. "Documentation" means all user manuals and other waitten material created by. T2 to describe the functionality or assist in the use of the Software. "Software" means the computer program or programs marketed and implemented as T2 Flex®, in object code form only, and the Documentation. Software . includes any updates, modification, bug fixes, upgrades, enhancements, or other modifications. It does not. include any version of the Software that constitutes a separate product because of differences in function or features: (Note: "version of the Software" language only refers to T2 Flex, clearly not the other separate products.).
1.9 "Statement of Work (SOW)" means the document in Exhibit A which describes the deliverables, due dates, project plan, implementation, services to be rendered during the engagement, and other deliverables.
2. Professional Services
2.1. T2's citation processing and payment services, as well as collection services, as described in the SOW, are provided by Citation Collection Services, LLC, ("CCS)
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2,2 CCS is a duly licensed collection agency, and possesses the personnel, experience, expertise, and equipment to provide all services identified in the SOW Exhibit
3. Grant of Software License
3.1 Grant. Subject to the terms and conditions set forth in this Agreement, T2 hereby grants to City non'exclusive, non transferable license in the Software, to use the Software exclusively for the Authorized Purpose and at the Authorized Site and to use the Documentation solely in connection with City's use of the Software.
3.2 License Restrictions. Except as specifically granted in this Agreement, T2 retains all ownership and intellectual property rights, title, and interest in the Software, Documentation, and any and all related materials. This Agreement does not transfer ownership rights of any description in the Software, Documentation, or any related materials to City or any third party. City shall not modify, reverse engineer, or decompile the Software, or create derivative works based on the Software. City shall not distribute the Software to any persons or entities other than City's employees, consultants, or contractors. City may not sell the Software to any person or make any other non authorized commercial use of the Software. City shall retain all patent, copyright and trademark notices on the Software and Documentation and shall take other necessary steps to protect T2's intellectual property rights.
3.3 Export Controls. City shall not permit any copy (in any medium) of Software, or any portion thereof, to be transmitted to or located outside of the United States except with T2's prior written consent and full compliance by City with any applicable export or import laws or regulations.
3.4 Password and Security Protections. In connection City's use of the Software • under this Agreement, City shall not: (i) transmit or share identification and/or password codes to persons other than the Authorized Concurrent Users for whom such codes were generated; (i) permit Authorized Concurrent Users to share identification and/ox password codes with othersi or (ill) permit the identification and/or password codes to be cached in proxy servers and accessed by individuals who are not Authorized Users. City acknowledges that the Software creates and stores databases of personal information of end-users and data relating to City on the devices on which the Software is operated. City shall take all steps which it deems appropriate to provide adequate security for that information.
4. Exclusivity of Services
4.1 City agrees that T2 shall be the exclusive vendor to provide the services under this agreement during the term of this agreement.
4.2 City also agrees during the term of agreement to not directly or indirectly assist a competitor of T2 in the performance of the services provided by T2 under
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this agreement, and not to divulge trade secrets or property of T2 to any unauthorized person or entity.
5. Payment Terms
5.1 Fees. During the Term of this Agreement, T2 shall be entitled to the fees, costs and expenses set forth in the SOW (Exhibit 1);
b.2 Payments to and from the City. CCS shall remit each payment it collects on a Referred Account to City, minus CCS's fees and any other amounts owed to CCS, on or before the 20th day of each month following the month in which the amount was actually collected. City shall remit, or cause to be remitted, all amounts owed to CCS under this Agreement, if any, within thirty (30) days of receipt of notice thereof from CCS. A late fee of one percent (1%) per month shall be assessed on all past due amounts from City based upon the aggregate amount of all past due monies. CCS shall also be entitled to reasonable attorney's fees and other costs of collection incurred in attempting to collect past due amounts from City.
5.3 Direct Payments. City agrees to immediately notify CCS of any payments on a Referred Account made directly to City, and CCS will be entitled to the fees specified in this Agreement as if CCS had actually collected the Referred Account.
Any such amounts may be deducted from City's next monthly payment from CCS.
6. Additional Agreements and Covenants
6.1 Independent Contractor. City and CCS agree that CCS is an independent contractor with respect to City. As an independent contractor, CCS shall be solely responsible for the selection, training, compensation, direction, and discipline of its employees and agents, and for the acts or omissions of its employees and agents.
6.2 Compliance with Laws. In its performance of the Collection Services, CCS shall comply, in all respects, with the applicable provisions of federal, state, and local laws and governmental orders applicable to the services being provided.
6.3 Insurance. During the Term of this Agreement, CCS shall maintain, at its own expense, insurance which it deems reasonable and necessary for its business and the performance of its obligations hereunder. CCS will, upon reasonable advanced notice, provide City with a copy of its certificate(s) of insurance.
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7. Indemnification
7.1 Mutual Indemnification. Each of CCS and City (each an "Indemnifying Party") agrees to indemnify, defend and hold the other party and its respective directors, managers, members, officers, employees, owners and agents (collectively, the "Affiliates"), harmless from and against any and all liabilities, obligations, damages, claims, suits, proceedings, costs, fees and expenses, including reasonable attorneys' fees and costs, arising out of the acts or omissions of the Indemnifying Party or any of its Affiliates.
7.2 Defense. If a party is alleged to be obligated to indemnify the other party hereunder, the party alleged to be obligated to provide indemnification shall have the right to appoint counsel and in all other respects control any litigation and/or settlement thereaf, provided, however, that any such settlement shall not bind the non-Indemnifying Party ox obligate it to pay any monies without its express prior written consent. If one party is notified of any potential or actual claim or hability against the other party or named in any suit or proceeding of any kind that could give rise to an indemnification claim under this Agreement or otherwise subject the other party to a suit, proceeding or claim (or threat thereof), the notified party shall immediately inform the other party.
8. Miscellaneous
8.1. Taxes. In addition to other amounts payable under this Agreement, City shall pay any and all federal, state, municipal, or other taxes including, without limitation, sales taxes), duties, fees, or withholding currently or subsequently imposed on City's use of the Sottware or the payment of all fees to 12, other than taxes assessed against T2's net income, Such taxes, duties, fees, withholding, or other charges shall be paid by City or City shall provide the appropriate authority with evidence of exemption from such tax, duty, fee, withholding, or charge. If T2 is required to pay any such tax, duty, fee, or charge, or to withhold any amount from monies due to T2 from City pursuant to this Agreement, City shall promptly reimburse T2 any such amounts.
For Subscribers that are tax exempt; T2 will have you electronically fill out the appropriate tax exempt form based on what state you are in through an online service which stores the tax exempt certificates and notifies T2 when they expire.
8.2 Invoices. Invoices for payment of amounts due to 12 under this Agreement shall be itemized in reasonable detail. If City does not dispute any part of an invoice, City shall pay the amounts due within thirty (30) days of receipt.
8.3 Disputed Invoices. If City disputes one or more items of an invoice, City shall:
(i) pay T2 within thirty (30) days of receipt of the invoice the amounts for items not disputed; and (ii) notify the Finance Department of T2 in writing within those thirty (30) days of its dispute of one or more items of the invoice, identifying the item or items in • Page 4 of 11
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dispute and setting forth in reasonable detail the basis for each dispute. Failure to so notify the Finance Department of T2 of each item in dispute and the basis therefore shall be deemed acceptance of those items, and. City shall pay the invoice forthwith.
9. T2's Additional Obligations
T2 will be responsible for Hosting ard Support Services described herein.
9.1 Installation and Hosting: 12 will install, operate, and maintain the Software and related components on T2's hosting environment, and provide to City access to T2's hosting environment sufficient for City to exercise its subscription and license rights granted under the Agreement and for the Authorized Concurrent Users to communicate with, access and use the Software and related components by way of the Internet.
9.2 Access. T2 shall undertake commercially reasonable efforts to provide City with consistent service in a shared hardware environment sufficient to access the Software on T2's application server through the Internet twenty-four (24) hours per day, seven (7) days per week, except for routine maintenance performed pursuant to notice to City via email.
Whenever practical, scheduled maintenance activities will be performed outside the hours of 8:00 a.m. and 8:00 p.m. ET. T2 shall monitor T2's application server and undertake commercially reasonable efforts to restore promptly all failures of service at no additional charge to City. City shall be solely responsible for (i) providing Internet devices and supported browsers, and (i) Internet connections, which shall both be at City's sole cost and expense.
9.8 Updates and Improvements. T2 shall provide and install on its application server any updates, patches, or enhancements for the Software that are released by T2. T2 will notify City when the updated version is available. In ordex to maintain the quality of • services provided by T2 hereunder, T2 reserves the right to change the hours of operation and other facilities and procedures relating to access of the Software. T2 will provide City with ten (10) days' notice prior to any planned improvements that may materially affect access to the Software.
9.4 Support. T2 shall provide City with technical support in connection with City's use of the Software from 8:00 a.m. EST to 8:00 p.m. EST Monday through Friday excluding holidays. The target response time for technical support requests is two (2) hours.
9.5. Support Exclusions. T2 will not be responsible for failure to correct a problem to the extent that T2 is unable to replicate the problem, or if the problem is caused by: (i) misuse of the Software, (ii) failure by City to utilize compatible computer and networking hardware and software, (i) interaction with software or firmware not provided by T2, (iv) any change in applicable operating system software, or (v) the failure of City to install software updates to any hardware provided by T2. A City who is not current with their account will not be eligible for support. In any such event, T2 will advise City and, upon request, will provide such assistance as City may reasonably request with respect to such problem at T2's then current standard rates for time and materials. Support for any third party hardware is excluded.
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9.6 Compliance with Applicable Regulations. In peiformance of this Agreement, '12 will comply with all applicable statutes and regulations that reasonably apply to the 'provision of services hereunder. Additionally, T2 shall ensure that the Software, services, and equipment provided under this agreement comply with applicable PCI and PA-DSS standards.
10. Term and Termination
10.1 Term. This Agreement, including the License granted under this Agreement, becomes effective on the Bitective Date, and will expire three (3) years from the Activation Date and provide an option to renew for up to two (2) consecutive twelve-month periods or one (I) two year renewal by means of mutual agreement of both parties, unless sooner terminated as set forth below.
10.2 Termination for Convenience. City may terminate the Agreement at any time upon sixty (60) days prior written notice to T2.
10.3 Termination for Cause. Either party, as applicable, shall have the right, in addition, and without prejudice to any other rights or remedies, to terminate this Agreement as follows:
(a) By T2, upon ten (10) days written notice, if City fails to pay the amounts due to T2 pursuant to this Agreement;
(b) By T2, upon thirty (30) days written notice, if there is a change in control of City, whether by sale of assets, stock, or otherwise; (c) By either party for any material breach of this Agreement that is not cured within thirty (80) days of receipt by the party in default of a notice specifying the breach and requiring its cure; or (d) By either party, immediately upon written notice, if (a) all or a substantial portion of the assets of the other party are transterred to an assignee for the benefit of creditors, to a receiver, or to a trustee in bankruptcy, (b) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (80) days, or (c) the other party is adjudged bankrupt,
'10.4 Rights on Termination. T2 has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthoxized u of Software or Documentation. On termination, (a) all rights granted to City under this Agreement cease and City will promptly cease all use of the Software and Documentation and (b) City will promptly retum all copies of the Software to T2 or destroy all of City's copies of the Software and so certify to T2 in writing within fourteen (14) days of termination. Sections 11, 12, and 13 will survive termination or expiration of this Agreement as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach ot default.
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11. Warranties, Disclaimer
11.1 Warranties. T2 hereby warrants to City that the Software will provide at least the functionality contained in the then current product literature as posted on T2' corporate website, This warranty is contingent upon City advising T2 of any failure of the T2 Flex® Software to perform within ninety (90) days after the Activation date. The notice to T2 shall specifically identify the error or errors. T2's services in connection with the correction of the errors described herein shall be provided without charge to City.
11.2 Disclaimer. THE WARRANTIES SET FORTH IN SECTION 11.1, AND OTHER
WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, ARE IN LIEU OF,
AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ORAL OR WRITTEN REGARDING THE SERVICES, THE
DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED OR
FAILED TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY FOR THE SOFTWARE, EQUIPMENT AND SERVICES PROVIDED UNDER THE AGREEMENT; (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, (e) ANY WARRANTY OF NON-INFRINGEMENT, AND (e) 'ANY WARRANTIES ARISING UNDER STATUTE OR FROM A COURSE OF DEALING, USAGE OR CUSTOM OF THE TRADE OR OTHERWISE. T2 DOES NOT
WARRANT THAT THE SERVICES OR ANY OTHER PRODUCTS OR SERVICES
PROVIDED HEREUNDER WILL BE UNAFFECTED BY BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS, NOR DOES T2 WARRANT THAT CITY'S USE THEREOF WILL MEET ALL OF THE CITY'S REQUIREMENTS.
11.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, T2 IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
ECONOMIC, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS,
REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES INCURRED BY CITY OR ANY THIRD PARTY ARISING OUT OF THE
SALE OR USE OF SOFTWARE, EQUIPMENT, OR SERVICES PROVIDED UNDER
THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT,
NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE OR BASED ON A WARRANTY, EVEN IF T2 OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. T2'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CITY NOT TO EXCEED THE AMOUNTS ACTUALLY PAID BY CITY TO T2 FOR THE
SPECIFIC SOFTWARE, EQUIPMENT, OR SERVICES UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. TOTAL AGGREGATE LIABILITY FOR ALL
CLAIMS SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES ACTUALLY PAID BY CITY TO T2 FOR THE GOODS AND SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE MOST RECENT CLAIM.
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12. City Liability
12.1 City Liability. City is responsible for and shall hold T2 harmless for any and all losses, liability, or damages arising out of, or incurred in connection with any breach by City of any of the terms and conditions of this Agreement.
18. Confidentiality
13.1 City Data. T2 agrees that all data submitted by City to T2 pursuant to this Agreement ("Data") will be safeguarded by T2 to the same extent that T2 safeguards data relating to its own business. Upon termination of this Agreement, T2 shall, at City's request, return City's data in an Oracle standard database export format.
13.2 I2 Proprietary Information. City acknowledges that the Software and Documentation, and all information relating to the business and operations of T2 that City learns or has learned during or prior to the term of this Agreement, may be the valuable, confidential, and proprietary information of T2. During the period this Agreement is in effoct, and at all times afterwards, City, and its employees, contractors, consultants, and agents, will (a) safeguard the confidential information with the same degree of care that it uses to protect its own confidential information; (b) maintain the confidentiality of this information; (c) not use the information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, ox otherwise make available the information to any third party without the prior written consent of T2. In the event that T2 shall receive any confidential and proprietary information of City during or priox to the term of this Agreement, T2, and its employees, contractors, consultants, and agents shall have the same obligation to protect such information as apply to the City as provided in the previous sentence.
13.3 Limitations on Confidentiality Restrictions. Sections 13.1 and 13.2 do not apply to any information that (a) is already lawfully in the receiving party's possession (unless r'eceived pursuant to a nondisclosure agroement); (b) is or becomes generally available to the public through no fault of the receiving party; (c) is disclosed to the receiving party by a third party who may transfer or disclose such information without restriction; (d) is required to be disclosed by the receiving party as a matter of law; (e) is disclosed by the receiving party with the disclosing party's approval; and (t) is independently developed by the receiving party without any use of confidential information.
13.4 Injunctive Relief for Breach. T2 and City acknowledge that any breach of Section 13.1 or 18.2 by a receiving party may irreparably harm the disclosing party.
Accordingly, in the event of a breach, the disclosing party is entitled to promptly seek injunctive relief in addition to any other remedies that the disclösing party may have at law or in equity.
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14. Remedies
14.1 Arbitration. In the event of any dispute between the parties arising out of this • Agreement, the dispute shall be resolved by arbitration under the rules of the American Arbitration Association by an arbitrator agreed upon in writing by the parties, In the event the parties cannot agree upon the choice of an arbitrator, each party shall appoint one individual representative and the two party representatives shall, between themselves, chose an arbitrator.
14.2 Attorney Fees. In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney fees and costs.
15. General Provisions
15.1 Entire Agreement. This Agreement, along with the Exhibits attached and referenced in this Agreement, constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter contained in this Agreement.
16.2 No Waiver. This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
15.3 Notices. All communications and notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally to the recipient, by email, or by registered or certified mail with return receipt requested, postage prepaid, and addressed to the applicable signatory. at the address appearing on the Sales documentation or at such other address as either paity may designate by notice to the other.:
15.4 Independent Contractor. Nothing in this Agreement shall be deemed to create a partnership, or an employer/employee, principal/agent, or joint venture relationship.
Neither party shall have the authority to enter into any contracts on behalf of the other party.
15.5 Publicity. City agrees that T2 may identify City as a City in its customer lists or similar communications. T2 will not identify City in any other public releases, or in any case histories, without City's prior consent, which will not be unreasonably withheld.
15.6 Ageregated Data. T2 reserves the right to mine City data into aggregated data.
Aggregated data is used for business intelligence purposes; this includes identifying trends, creating benchmarks and comparisons, and determining operational best practices.
Aggregated data does not include any personally identifiable information. T2 may share, distribute, and/or sell the aggregated data.
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SYSTEMS
15.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
15.8 Severability. In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
15.9 Force Majeure. Neither of us shall be responsible for failure or delay of performance if caused by; an act of war, hostility, or sabotage; act of God, pandemic; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or the obligation to pay fox services provided.
15.10 Inspection Rights. City, its auditors, or any governmental agency or other party authorized to supervise, regulate or audit City, may examine CCS's records pertaining to the Referred Accounts during normal business hours and upon ten (10) days' advance written notice; or with less notice if required of City by any such agency ot other party or by law.
15.11 Assignment. City may not assign or transfer its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of CCS. CCS may not assign or transfer its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of City, provided, however, that the Company may assign, delegate or transfer this Agreement and all of the Company's rights and obligations under this Agreement, without City's consent, to any of its subsidiaries or to any business entity that by merger, consolidation or otherwise acquires all or substantially all of the assets of CCS or any subsidiary or to which the CCS or any subsidiary transfers all or substantially all of its assets. Upon such assignment, delegation or transfer by CCS, (i) the transferee or other party to such transaction, as applicable, shall be deemed to be substituted for CCS for all purposes of this Agreement, (i) CCS shall be released from all obligations and liabilities hereunder arising after the effective date of the transfer or assignment, and (ti) City shall be deemed to have consented to the assignment, delegation or transfer. Subject to the foregoing; this Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
15.12 Authorization. Both parties represent and warrant that they have the authority to bind their respective agency, institution, or company, and that they are authorized to sign this Agreement.
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T2 Systems
Exhibit A
Cilation Processing and Collection Services
Statement of Work
The Statement of Work and any Exhibits or Attachments hereto shall be governed by the terms and conditions of the Citation Processing and Collection Services Agreement dated January 07, 2015.
•SCOPE
This Statement of Work (SOW) outlines the deliverables to be completed for the successful project implementation and on-going services at the City of Richmond.
Deliverables not addressed in this SOW are considered to be out-of-scope, and therefore not included.
T2 will provide the following activities through Citation Collection Services, LLC ('CCS') a wholly-owned subsidiary of T2.
Software
T2 Flex
• T2 will provide licensing and access to a T2 hosted Flex application. • TZ will provide software updates, database maintenance at no additional cost,
• T2 will provide access to Flex Online Help documentation. # T2 will provide access to the T2 HUB for account information and Support case access.
# T2 or the City will provide User Accounts.
User level is determined by the City.
• Access is limited to employees of the City only.
Enforcement Application and Printers
T2 will provide software licensing and access to the T2 Mobile Enforcement Application.
The City will provide Android or fos devices from the carrier and with data plan of your choice.
Hardware
T2 will provide Zebra iMZ320 thermal printers) for each device licensing the Application.
The City will supply ticket stock for handwritten citations. T2 will assist with ordering and contents for the supplies.
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The City will supply ticket stock for citations issues via the Enforcement. 'Application and printed on the Zebra INZ320 thermal printer.
The City will supply computer workstations/equipment to access T2 Flex through Internet Explorer.
*On-going Services
Data Entry from Handwritten Citations
• T2 will data enter all parking citations into Flex within forty-eight (48) business hours of receipt from the City.
The City will mail new handwritten citations to T2 on a regular basis.
I A copy of the manually issued citation will be scanned and linked to the citation record.
• The hardcopies of the handwritten citations will return to the City. The City will be responsible for the shipping costs of returned citations. • T2 will provide the City with dashboard reporting or emailed reports to reflect daily parking citation issuance.
• The City will have the capability to edit citations.
• The City will be notified of any issues regarding citation data entry. • A fee per ticket issued/input will be charged. (See Fee Exhibit **) Automated Citations issued by Enforcement Devices
• Citations issued by the mobile device are inserted into T2 Flex in real- time.
* The City will be notified of any issues regarding automated citation transfers.
• A per fee per ticket issued will be charged, (See Fee Exhibit **) California DMV Communication
• CA DMV Inquiry: T2 will provide daily communication for registered owner information.
• The registered owner information will be available to the City within T2 Flex.
Errors that are returned by DMV during the R/O inquiry will be handled by T2 and processed accordingly.
• CA DMV Registration Holds/Releases
• T2 will identify vehicle license plates that are eligible for hold/release. •
• T2 will communicate holds and releases on a daily basis. * The hold/release status can be viewed directly from the citation record.
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• T2 will provide the ability for the City to view activity through dashboard reporting or emailed reports.
Out of State DMV Communication
• DMV (Out-Of-State) Inquiry: T2 will communicate on a regular basis for the registered owner.
• The registered owner information will be available to the City within T2 Flex.
• Errors that are returned by DMV during the R/O inquiry will be handled by T2 and processed accordingly.
• A fee is charged for out-of-state processing. (See Fee Exhibit **) • Registered Owner changes: T2 and/or the City will have the ability to make any necessary changes due to a bad address or change in the Owner within T2 Flex.
Payment Processing
• T2 will provide the eBusiness solution Citation Payments for parking citation payment online.
T2 will provide the payment gateway for online credit card payments into a T2 merchant account.
Payment method options include Master Card, Visa and Discover.
A Credit Card Convenience Fee is charged to the person making the payment. (See Fee Exhibit **)
Credit card payments are disbursed into the City's account once a month. Reporting of credit card payments are avaible to the City. * T2 will process Mail Payments:
T2. will provide a unique lockbox for the City.
The City will provide the bank account for the Lockbox processing Lockbox payments are processed within 1 business day of receipt.
T2 will provide a web-enabled image archive and retrieval system to view and create reports on payments and correspondence received daily.
The City is responsible for optional fees for scanning envelopes for post mark verifications.
• T2 will provide a daily report of payment through dashboard reporting or emailed reports.
• Payments made in person may be accepted by City staff and updated • directly into T2 Flex.
• T2 will provide payment processing if the payment is received before the citation is in the database.
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• T2 will allow partial payments.
A notice will be sent to the customer notifying of a partial payment.
T2 will provide the City with partial payment reports.
• Telephone 24/7 (IVR)
• T2. will provide IVR functionality including allowing a caller to be transferred to our Customer Service Call Center.
• English and Spanish assistance
• Telephone Payments made by using the IVR system are updated immediately and deposited into a T2 merchant account.
• A Credit Card Convenience Fee is charged to the person making the payment. (See Fee Exhibit **)
• Credit card payments are disbursed into the City's account once a month. Reporting of credit card payments are avaible to the City.
Bank Deposits
I Payments processed by T2 or our remittance process are deposited into an account established and maintained by the City or an account mutually agreed upon between the City and T2.
• Deposits are made same day using electronic depositing.
Daily electronic Check 21 depositing with same day depositing.
The City is responsible for any City bank fees or charges, custom post office box or courier services or fees requested.
Bank Returned Checks
The City will update T2 Flex or notify T2 of action required. Charges or fees for bank returned items or NSF fees are established by the City.
These fees may be included within Flex for collection purposes. T2 will follow-up on any reopened accounts and additional fees will be included to the citation/account as directed by City.
Dismissals/Voids
• Any cancellations, dismissals, voids, corrections and/or other relevant information pertaining to the citation(s) status taken by the City may be forwarded to T2 for processing or the City may update this information directly into T2 Flex.
Correspondence Processing
• T2 Systems is responsible for generating, printing and mailing letters, notices and delinguent parking violation notices.
First Class postage fee is included
• T2 will send the following notices on behalf of the City:
Delinquent notice or 1st notice is sent based on number of days past issuance if unpaid..
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The Delinquent Notice will meet the requirement set forth in CVC 40207.
The City will determine the timeframe for these letters.
Other correspondence as needed by the City
A fee is charged per letter. (See Fee Exhibit **)
All letters will be designed and configured during implementation.
The City will determine what information should be provided on the Various letters.
Correspondence received by T2 Systems will be processed within two business days of receipt.
Appeal Process - Administrative Review Requests - First Level T2 will manage and process initial review requests.
• T2 will provide the eBusiness Appeal Solution to provide the ability for citizens to submit their review request online.
Appeal information is integrated into T2 Flex in real time and will be available to the City.
Online appeals will be allowed for the number of days the City's business rules allow.
• Mailed written reviews envelope postmark dates will determine if the appeal is submitted on time.
• Written reviews for first level will be entered into T2 Flex within two business days of receipt.
• These citations will be placed on "administrative hold" by placing the citation on Appeal in T2 Flex.
• Designated City personnel will have access to the City's T2 Flex database in order to finalize appeal decisions.
• The City will update Hearing data in T2 Flex in real time. • T2 will provide the City reporting show appeal status, including open and closed reviews, through dashboard reporting or emailed reports. • Hearing Result letters will be sent within two business days of the result and an electronic copy will be maintained in Flex.
# A fee per ticket placed on Administrative Hold will be charged. (See Fee Exhibit **)
Appeal Process - Administrative Hearings - Second Level • T2 Systems will administer the City's administrative hearings.
The eBusiness Appeal Solution will provide access to submit administrative hearings online.
• All mailed in appeals will be entered and scanned within two business days of receipt.
* The eBusiness Appeal Solution will provide directions and documents required for indigent situations.
• Administrative hearings will be scheduled within T2 Flex and hearing schedules (dockets) forwarded to the City.
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• The City may process Administrative Hearings or have T2 provide Appeal Officer Services. If T2 provides the services of a Hearing Officer, see the section on Hearing Officer below.
• A fee per scheduled hearing will be charged. (See Fee Exhibit **) Appeal Process - Administrative Hearings - Appeal Officer • T2 Systems will ensure that our staff follows the City's rules and regulations and each hearing is processed and a result is assigned.
T2 will provide the hearing officer to oversee Administrative Hearings.
If a citation requires a refund after the hearing, TZ will forward the information to the City for refund processing.
• A fee for Hearing Officer Performance will be charged. (See Fee Exhibit **) Toll-Free Telephone Service
T2 will provide a Customer Service Call Center for public customers via a toll free phone number. The call center consists of courteous, professional agents specially trained on parking issues with inbound call scripts customized to your statuses and environment.
Customer Service staff will offer information on general policies and procedures including handling complaints and forwarding to the appropriate City Statt, explaining the adjudication process and researching basic customer inquiries. Customer Service staff have real-time access to parking citation data and can provide details on the parking citation including letter history.
REPORTING
T2 will provide daily, weekly, monthly or ad hoc reporting. Reporting capabilities will include exporting to PDF or excel, automated scheduling to generate daily, monthly, and exported or emailed to users. Dashboard functionality with graphical displays are included for data analysis and as a reporting options. Examples of such reporting will include:
• Citation Status Report • DMV Reports: Collections, ASF, Cleared without Bail
Revenue and deposit reports
• Revenue Distribution Summary
Monthly Deposit Report (State and Local Surcharges)
• Violation Statistics with with details
Revenue
• Revenue Collection Detail
Officer activity Report
Monthly and yearly activity I Collection Agency Revenue Report
Review and Hearing activity
I Credit Card Revenue Batch
Void/Dismiss Disposition Report Summary Report
Billing Report
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Surcharges
It is the responsibility of the City to identify and outline all surcharges (fees) mandated by CVC 40200.3 and required for reporting purposes.
T2 will provide a monthly Surcharge Disbursement Report based the requirements provided by the City that satisfy the surcharges. The City will assume distribution responsibility to for disbursement of surcharges funds to the County.
The City and TZ will mutually agree upon distribution methods to the County.
Collection Agency Collections and CA Franchise Tax board • The City will determine the point at which citations become delinquent and change status to be collected using additional collection agency methods.
• Citations that meet the criteria of delinquent collections will be pursued using third party collections process and may include the Franchise Tax Board (FTB).
# While these activities are included in the services to be provided by T2, the exact criteria and timing has not. yet been determined. Final details will be mutually agreed upon between the City and T2.
Installation and Training
T2 will provide installation and Training services at the onset of the Project.
Project Management
• T2 will assign a dedicated Project Manager (PM) to oversee the Implementation tasks and timeframe.
• T2 will assign a dedicated Implementation Consultant (IC) who is totally dedicated to the success of the project.
Configuration
• T2 will configure Flex as part of the project and will do so in conjunction with input from the City's staff.
Data Conversion
• T2 will convert data from the City's existing system and data currently at the DMV.
• The City will be responsible for obtaining data in a usable format from the current vendor's database.
Data conversion services include converting all data currently in process including:
o. Open (Unpaid) Citations (maximum six years)
Closed (Zero balance) Citations (24 months history).
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Training
While T2 will be primarily responsible for managing you parking data, there will be times City employees will want to navigate the Flex application, run a report, void a citation or apply a payment. Therefore, T2 will provide training on basic navigation to supervisor functions - depending on an employee's role. • • T2 will provide live personalized training on the functionality to be used by the City to City employees.
• T2 will provide access to City employees to T2's library of recorded training from the T2 customer website.
Recorded sessions are available 24/7.
Session outlines/handouts and worksheets are available. • T2 will configure and provide training on configuring and using the handhelds.
Project Methodology
Each party shall designate a Project Manger who shall work together to facilitate an efficient delivery of the SOW. The CCS Project Manager will be responsible for project planning, scheduling, and issue/risk resolution.
The City's Project Manager will be responsible for identifying and coordinating the City resources necessary to meet the project schedule.
Time is of the essence and all parties must participate as required to meet the timeframe.
Project Schedule
During the project kick-off meeting, the CCS Project Manager, in conjunction with the University's Project Manager, will determine the project schedule.
Change Control
Customer may request changes to this SOW or planned deliverables.
Change request may result in a change to the price, schedule and other terms and conditions contained herein.
Assumptions, Constraints, and Risks
• Much of the CCS work will be performed remotely. Any requirements for project resources to come onsite may result in additional consulting fees and related travel expenses.
Data integrity problems are a risk that, if encountered, can delay project timing. Data integrity issues are often the result of problems with consistency in the data and its usage.
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Fee Proposal Attachment 1
[Description Cost.
Cost to lease or purchase Five Mobile $85.06/month/unit* Enforcement Application and Printer.
Handheld maintenance cost, per unit. Included in unit price above.
Handheld software Included in unit price above.
Processing cost per citation: Electronic 0.75
Manual 0.75
only be sarget as on game veine, te datine will
First notice, including postage 0.75
Minimum Monthly Processing Fee 0.00
Delinquent notice letter, per notice 1.05
Other correspondence letters, partial 1.05
payment letters, etc, per instance
Conversion cost per notice of parking No charge for data conversion. violation transfer
of records, if applicable
On-line access per workstation, if applicable 0.00
Payment processing, per payment, if 0.00.
applicable
Credit card convenience fee 3.50 charged to the public
1st level hearing hold placements, per 0.75
• instance
2nd level hearing scheduling, per instance 0.75
Payment plan administrative fee, per 5.00 charged to the public instance
DMV hold placements, per instance 0.00
•
Out of state collections, per instance 28%
FTB collections, per individual $4.00 for SS#.
15% FTB Collections
3rd party collections, per instance 30%
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Any other costs not specifically listed (Please
identify)
2nd Level Hearing Officer Performance $80/hour
(Optional) (Minimum of 3 hours.)
Pricing Notes
• Support and software upgrades are included at no additional charge. • *Android or iOS devices are obtained separately from the carrier of your choice with data plan, T2 mobile enforcement application and Zebra iMZ320 thermal printer are supplied by T2 Systems as part of the handheld ticketwriter equipment.
• Notices include postage. All increases in the postage rate will be passed onto. the City of Richmond. Costs will be increased equal to the postage increase anytime the US Postal Services increases the cost for postage. •
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IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the 12th day of January 2015 (the "Effective Date").
T2 Systems, Inc. City of Richmond, CA
or True Ange By:. Zaar
Printed: TM MAGINN Printed: Dence Evans
Title: EuP Title: CE Superintendent
T2 Systems, Inc.
Last Modified: 11/25/2014
16-792246
Secretary of State
Statement of No Change
(Limited Liability Company) 150 FILED
FORM LLC-12NC Secretary of State
State of Callfornia
DEC 05 2016
MPORTANT — Read instructions before completing this form. This form may be used only if a complete Statement of information has been filed previously Filing Fee - $20.00
26/20/CC
Copy Fee - $1.00, Certification Fee - $5.00 per document This Space For Office Use Only
1. Limited Liability Company Name (Enter the name of the limited liability company exactly as It is of record with the California Secretary of State)
Citation Collection Services, LLC
2. 12-Digit Secretary of State File Number 3. State or Place of Organization (only If formed outslde of Callfornia) 200734510092 IN
• No Change Statement (Do not alter the No Change Statement, If there has been any change, please complete a Statement c formation (Form LLC-12)
There has been no change in any of the information contained in the previous complete Statement of Information filed with the California Secretary of State.
5. The information contained herein is true and correct, 11-8-14 James M. Zaloudek President
Date Type or Pril Name of Person Completing the Farm THe •Signature Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document, enter the name of a person or company and the mailing address, This Information will become public when filer. (SEE INSTRUCTIONS BEFORE COMPLETING.)
Name: Г See Attachment
Company:
Address:
Cily/State/Zip: L
LLC-12NC (EST 05/2016) 016 California Secretary of Stal www.sos.ca.gov/business/b
State of California
Secretary of State
1, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:
That the attached transcript of - page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
0 F
SEAL THE IN WITNESS WHEREOF, I execute this
EUREKA
certificate and affix the Great Seal of the
State of California this day of
AUG 1 0 2009
Jihe Borer
DEBRA BOWEN
Secretary of State
Sec/State Form CE-107 (REV 1/2007) - OSPOS 111441
State of California
Secretary of State
STATEMENT OF INFORMATION
(Limited Liability Company)
Filing Fee $20.00. If amendment, see instructions.
IMPORTANT READ INSTRUCTIONS BEFORE COMPLETING THIS FORM
1. LIMITED LIABILITY COMPANY NAME (Pleaso do nol alter if name Is preprinted,) Citation Collection Services, LLC
This Space For Filing Use Onty
DUE DATE:
FILE NUMBER AND STATE OR PLACE OF ORGANIZATION
2. SECRETARY OF STATE FILE NUMBER 3. STATE OR PLACE OF ORGANIZATION 200734510092 IN
NO CHANGE STATEMENT
If there has been no change in any of the information contained in the last Statement of Informatlon filed with the Secretary of State, check the box and proceed to Item 13,
If there have been any changes to the information contaned in the last Statement of Information filed, or no Statement of Information has been previously filed, this form must be completed in Its enlirely.
COMPLETE ADDRESSES FOR THE FOLLOWING (Do not abbreviate the name of the cily, Hems 4 and 5 cannot be P.O. Boxes.)
4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE
ZIP CODE
1835 Wongland. Da Suite 250 Interage TR
6. CALIFORNIA OFFICE WHERE RECOROS ARE MAINTAINED (DOMESTIC ONLY) ZIP CODE CA
NAME AND COMPLETE ADDRESS OF THE CHIEF EXECUTIVE OFFICER, IF ANY CITY AND STATE ZIP. CODE
Milk Simmons
NAME AND COMPLETE ADDRESS OF ANY MANAGER OR MANAGERS, OR IF NONE HAVE BEEN APPOINTED OR ELECTED, limZaloudek ZIP CODE
Sams as above
8: NAME ADDRESS
CITY AND STATE ZIP CODE
9. NAME ADDRESS
CITY AND STATE ZIP CODE
1505 and Item 11 must be left blank.)
10. NAME OF AGENT FOR SERVICE OF PROCESS
11. ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY STATE ZIP CODE CA
TYPE OF BUSINESS
12. DESCRIBE THE TYPE-OF BUSINESS OF THE LIMITED LIABILITY COMPANY Collection service
13. THEINFORMATOR GONTAINED HEREIN IS TRUE AND CORRECT. _ Tames Zaloudek. CFo 121/11
TYRE OR PRINT NAME OF PERSON COMPLETING THE FORM SIGNATURE LLG-12R (REK 08/2007)_
APPROVED BY SECRETARY OF STATE