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Contract No. 11031 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and CONDUENT State & Local Solutions, Inc. (“CONDUENT”) (referred to herein collectively as the “Parties”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. CONDUENT is qualified to do business, and is doing business, in the State of California. CONDUENT represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and CONDUENT now desire to enter into an agreement for CONDUENT to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term.
1.1 Initial Term. This Agreement begins on the Execution Date and terminates on June 30, 2025, unless sooner terminated in accordance with Section 14 (“Initial Term”).
1.2 Option to Extend Term. The City, in its sole and absolute discretion, shall have the option to extend this Agreement for two (2) additional periods of two (2) years each (“Extension Periods”). The City may exercise its options by letter to CONDUENT from its City Manager, and the exercise of the option shall automatically extend the term of this Agreement up through the Extension Period.
2. CONDUENT Services. CONDUENT will perform all of the services (“Services”) described in Exhibit A, Scope of Services. CONDUENT will complete the Services in accordance with Exhibit B, Pricing Schedule.
3. City Services. The City agrees to:
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3.1 Make available to CONDUENT any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by CONDUENT.
4. Compensation. The City will compensate CONDUENT for the Services performed in an amount not to exceed $7.2 million dollars for the Initial Term, with two optional two year renewal options in an amount not to exceed $3.1 million dollars for each Extension Period, for a total not to exceed amount of $13.4 million dollars over a total nine year period, as set forth in Exhibit B.
5. Monthly Invoices and Fee Disputes. CONDUENT shall provide City with a monthly invoice that reflects an itemization and fee analysis of all fees earned by CONDUENT for the preceding period. City may contest or reject the invoice, in whole or in part, and will provide CONDUENT with a written statement summarizing its objection to the invoice as within thirty (30) days of the date of the invoice and the City will pay all undisputed invoice amounts. Upon receipt of City's written statement, CONDUENT shall have ten (10) days to provide a detailed written response to City that addresses each raised objection. The parties shall in good faith attempt to informally resolve their dispute.
If an informal resolution is not reached within ten (10) days of City's receipt of CONDUENT’s response, the matter will be deemed unresolved and City may, at its sole discretion, refer the matter to a neutral mediator or to other dispute resolution services. City may elect to pay the disputed amounts under protest and not as admission or waiver of its claims against CONDUENT. If the matter is referred to dispute resolution, the parties may continue to attempt to informally resolve their dispute until a determination on the merits of the dispute is issued by the presiding officer. Either party may appeal the decision of the presiding officer to a court of competent jurisdiction.
City shall bear all dispute resolution costs prior to a determination on the merits.
Should City prevail, or if CONDUENT refuses to participate, City is entitled to all of its reasonable dispute resolution costs in addition to repayment of any disputed amounts already paid to CONDUENT and may adjust or offset future payments to CONDUENT accordingly.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
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6.1 All notices, demands, requests or approvals to the City:
City of Santa Monica
Planning & Community Development
Parking Operations
1444 4th street
Santa Monica, California 90401
Attention: Parking Operations Division Manager
Re: Contract No. <11031>
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. <11031>
6.2 All notices, demands, requests or approvals to CONDUENT:
Conduent State & Local Solutions, Inc.
12410 Milestone Center Drive, Fifth Floor
Germantown, MD 20876
Attn: Legal Department
with a copy to:
CONDUENT
606 South Olive Street, 23rd Floor
Los Angeles, CA 90014
Attention: Ms. Ann Muenster-Nuiry
CC: Mr. Leo Urteaga
Re: Contract No. <11031>
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of CONDUENT any of CONDUENT’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and CONDUENT, and approved as to form by the City Attorney.
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9. Insurance. Prior to commencing work, CONDUENT must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by CONDUENT or CONDUENT’s agents, representatives, employees or subconsultants for the duration of this Agreement. CONDUENT must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to CONDUENT’s Services produced under this Agreement, CONDUENT agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of CONDUENT, or CONDUENT’s employees, agents, officers, and subconsultants.
CONDUENT’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding CONDUENT’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from CONDUENT, if City chooses to do so. If it is determined by a court of law that the Losses did not arise from Conduent’s negligence or willful misconduct, then Conduent’s indemnification obligations hereunder for those Losses shall cease and the City shall return to Conduent any costs Conduent has incurred to indemnify the City for said Losses. In accepting the tender of any Losses for Indemnification, Conduent may proceed with the indemnification of those Losses with a reservation of rights.
10.2 Enforcement Costs. CONDUENT agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
10.3 Damages. Neither party shall be liable for indirect, consequential, exemplary or punitive damages, regardless of the form of action, whether in contract, tort or otherwise, and even if it has been advised of the possibility of such damages.
Under no circumstances shall CONDUENT be liable for City's failure realize savings or other revenues from CONDUENT’s performance of services under this Agreement.
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11. Prohibition Against Transfers.
11.1 CONDUENT may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecate or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of CONDUENT or of any general partner or joint venturer or syndicate member of CONDUENT, if a partnership or joint venture or syndicate exists, which results in changing the control of CONDUENT, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. CONDUENT, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If CONDUENT fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of fourteen (14) days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to CONDUENT.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving sixty (60) days written notice to CONDUENT. Upon termination of this Agreement, City will pay CONDUENT any compensation earned, unpaid and undisputed, including all previously approved capitalized and unamortized costs for professional services and development costs provided in accordance with included in Exhibit B “Pricing Schedule” up to the effective date of termination.
14.3 Suspension for Convenience: The City has the option, at its sole and absolute discretion and without cause, of suspending this Agreement, in whole or in part, by giving sixty (60) days’ written notice to CONDUENT (“Suspension Period”). City shall pay CONDUENT for any compensation earned, unpaid DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 6 -
and undisputed, including all previously approved capitalized and unamortized costs for professional services and development costs provided in accordance with Exhibit B “Pricing Schedule” up to the effective date of the Suspension Period. No later than three (3) days after receiving a notice to suspend, CONDUENT shall promptly suspend the performance of Services to the extent specified in the notice and use commercially reasonable efforts to mitigate the impact of the suspension including utilizing its personnel and equipment in such a manner so as to minimize the cost and expense associated with the suspension. Upon receiving a notice to resume Services from the City, CONDUENT shall use commercially reasonable efforts to promptly resume Services, but CONDUENT shall resume Services by no later than fourteen (14) days after receiving a notice to resume Services. During the Suspension Period, City reserves all rights to continue use of the e-TIMS web-based parking management software program and the Business Objects web-based software program. The City shall reimburse CONDUENT for temporary wind down costs accrued, if any, during the suspension period in an amount not to exceed $50,000.
15. Compliance with Law. CONDUENT must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
16. Discrimination. CONDUENT may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. CONDUENT may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 CONDUENT must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. CONDUENT must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
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18.2 CONDUENT must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. CONDUENT must clearly identify all records and make them readily accessible to the City. At the City’s request, not more than three times each year at a mutually agreed time, CONDUENT must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records, but excluding any CONDUENT proprietary information include cost records.
18.3 CONDUENT must allow the City to have free access to CONDUENT’s books and records and to inspect all work, data, documents, proceedings and activities directly related to this Agreement but excluding any Conduent proprietary information include cost records. The City has the right to examine or audit CONDUENT’s records, and CONDUENT agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 10% or more in information reported by CONDUENT, CONDUENT agrees to pay all actual and direct costs of the City’s audit.
19. Citations Records and Sharing of Information. CONDUENT shall maintain an online inquiry system allowing for viewing and access to the citation database for Santa Monica. Scofflaw eligibility will be calculated and displayed in real time.
CONDUENT shall maintain files on each parking citation referred to it for processing under this Agreement on a computer system database. Said files shall contain any and all records relating to the performance of services under this Agreement, including but not limited to payments, collection efforts, disposition, and all other similarly relevant information generated during the course of processing citations. Reports in digital format detailing citation information and processing shall be made available to City and made accessible by computer. Hard copies of CONDUENT’s files may be requested on a monthly basis, or if necessary, more frequently, and at no cost to City.
20. Storage of Citation Records. CONDUENT shall store and maintain all records relating to and generated by the issuance and processing of a parking citation, including those described in Section 19 of this Agreement, for a period of no less than two (2) years from the original citation date. CONDUENT shall not destroy any records prior to the three-year period for retaining records. After the three-year period, CONDUENT may destroy any eligible records at its discretion.
21. Contractor’s Limitations. CONDUENT may not at any time institute any legal action related to the performance or non-performance of any of the Services described in Section 2 of this Agreement without first best efforts to attempt to meet with City and DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 8 -
serving the City with written confirmation following such meeting or CONDUENT’S attempts to meet.
22. Use of Approved Forms. All forms, notices, and correspondence utilized by CONDUENT in the performance of Services under this Agreement must conform to state and local law and must be approved in advance by City with such approval to be done in a timely and efficient manner and will not be unreasonably withheld.
23. Work Product; Reports.
23.1 Any work product prepared or caused to be prepared by CONDUENT or any subconsultant solely for this Agreement will be the exclusive property of City.
No work product given to or prepared by CONDUENT or any subconsultant pursuant to this Agreement may be made available to any individual or organization by CONDUENT without prior written approval by City.
23.2 At the City’s request, CONDUENT must furnish reports concerning the status of the Services.
24. Standard of Care. CONDUENT agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of CONDUENT’s profession currently practicing in the same locality under similar conditions.
CONDUENT represents that it is skilled in the professional calling necessary to perform the services and duties agreed to be performed by CONDUENT under this Agreement, and that the services required pursuant to this Agreement shall be performed in a good workman-like manner commensurate with the established and generally accepted industry standards of care. The City relies upon the stated skill and knowledge of CONDUENT to perform the services and duties according to this standard of care.
25. Staffing. If necessary, the Parties will re-evaluate staffing needs every three months based on citation issuance and associated activities. CONDUENT shall provide personnel in sufficient number to ensure that all required services are performed in accordance to the standards described in Exhibits A and B. If City requests a reevaluation of CONDUENT’s staffing determinations, CONDUENT will meet with City to discuss revising the number of staff required. CONDUENT agrees that all services shall be performed by qualified and experienced personnel.
26. Subconsultants.
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26.1 If CONDUENT proposes to have any subconsultant perform any part of the Services, CONDUENT must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
26.2 CONDUENT will be responsible for the quality of any subconsultant’s work.
Every subcontract or agreement of any kind entered into between CONDUENT and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 11031 (CCS) entered into between the City of Santa Monica and CONDUENT
on^^____________________.
27. Compliance with Data Security Requirements.
27.1 CONDUENT shall use best practices in the industry to comply with the Payment Card Industry’s Data Security Standard Requirements in effect as of the date that the platform is delivered to the City and provide a secure environment for all data in its possession or processed by the Solution.
27.2 Data Ownership. All vehicle, and transaction data originally collected from City, regardless of where the Services is hosted, is and shall at all times remain the sole and exclusive property of the City. For at least ninety (90) days following the expiration or termination of this Agreement, CONDUENT shall make available to the City for download a file of all such data in commaseparated values (“.csv”) format along with attachments in their native format.
CONDUENT is not permitted to use any such data for any purpose except as necessary to provide and operate the Solution for the city under this Agreement unless pre-approved in writing by City. CONDUENT shall not use such data for its own purposes or disclose, share, sell, or license it to third parties. CONDUENT shall destroy copies of such data within ninety (90) days of expiration or termination of this Agreement. CONDUENT shall provide a perpetual, non-exclusive, irrevocable right and license to the City to use any database formats and data sets created by CONDUENT out of such data.
27.3 Patches. During such time that the City has an agreement with CONDUENT, if any software is part of CONDUENT’s provided Services, CONDUENT agrees that the Software will be adequately patched to have the latest vendor-supplied security patches installed, including operating system and application patches, on the operational start date of the Agreement. CONDUENT is responsible for having all patches tested before DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 6/25/2020
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being installed. CONDUENT shall be responsible for ensuring that all such patches, of which CONDUENT provides notice, are properly updated as necessary.
27.4 Antivirus Software. CONDUENT shall deploy approved antivirus software on all applicable components that store, process, or transmit parking transaction data, which CONDUENT will install before the platform is operational. CONDUENT shall not install any malicious software or computer contaminants including, without limitation, viruses, worms, time bombs, Trojan horses, ransomware, spyware, scareware, or any other hostile or intrusive code, files, scripts, or programs. CONDUENT shall be responsible for ensuring that all necessary antivirus software is properly maintained and updated as necessary.
27.5 Network Access. If CONDUENT has access to any passwords or log-in information of the City in connection with the Services, CONDUENT shall ensure that proper user authentication and password management for all non-consumer users and administrators is installed, or configured, on all Solution components and use its best efforts to make sure the password and log-in information is secure. CONDUENT shall comply with the City’s minimum standards. Each system user or administrator must be removed immediately upon separation from CONDUENT (i.e. termination from employment with CONDUENT or from the City’s account).
27.6 Survival. The obligations in this section shall survive expiration or termination of this Agreement.
28. Data Breach. For purposes of this Agreement, “Data Breach” means the unauthorized acquisition, access, use, or disclosure of confidential information that compromises the security, confidentiality, or integrity of such information. In the event of any Data Breach of CONDUENT’s cloud environment, CONDUENT shall promptly notify City and cooperate with any remedial and notification requirements.
28.1CONDUENT shall provide notice by email and telephone of any Data Breach as soon as possible, but no later than 24 hours after learning of the Data Breach. The notice shall include a detailed report of the information breached, including names, contact information, and data that was compromised.
28.2 Immediately following notification of a Data Breach, CONDUENT shall coordinate with City to jointly investigate the incident, and CONDUENT agrees to (1) assist with any investigation; (2) provide City with access to facilities and operations impacted by the Data Breach; (3) provide status reports on any internal investigations as frequently as requested by City; (4) facilitate interviews with CONDUENT’s employees and others involved in the Data Breach; and (5) make available all relevant documents and data, DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 11 -
electronic or in paper form, necessary to comply with all applicable laws, regulation, industry standards as otherwise requested by City.
28.3 CONDUENT shall immediately remedy any Data Breach and, at CONDUENT ’s sole expense, take all necessary steps to prevent any further Data Breach in accordance with all applicable privacy rights, laws, regulations, and standards.
28.4 CONDUENT shall not inform any third party of a Data Breach without first obtaining City’s written consent to do so, other than to inform a complainant that the matter or inquiry has been forwarded to the appropriate City office for review or as otherwise required by law. CONDUENT shall consult with City to determine (1) whether notice of a breach should be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law, regulation, or otherwise in the City’s discretion; and (2) the content of any such notice, whether and what type of remediation may be offered, and the nature and extent of any such remediation.
28.5 CONDUENT shall fully cooperate in any litigation or other action deemed necessary by the City following any Data Breach.
29. Intellectual Property.
29.1 The City exclusively and solely owns all City Data and the intellectual property therein. CONDUENT further agrees to execute any documents necessary for the City to perfect, memorialize, or record the City's ownership rights in City Data. For purposes of this Agreement, "City Data" means all intellectual property of the City, including but not limited to occupancy data, financial records, programming configurations of the parking meters, GIS location and rates, and other operational data and tailored operational programming.
29.2 CONDUENT may not provide or disclose any City Data to any third party without the City's prior written consent.
29.3 Any subcontract entered into by CONDUENT relating to this Agreement, to the extent allowed hereunder, must include a like intellectual property provision to ensure that the City's ownership rights in City Data are preserved and protected as intended in this Agreement. Failure of CONDUENT to comply with this requirement or to obtain the compliance of its subcontractors with such obligations constitutes a breach of this Agreement and will subject CONDUENT to damages paid to the City and the imposition of all sanctions allowed by law, including but not limited to termination of this Agreement.
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29.4CONDUENT represents and warrants that it owns or has acquired all requisite rights and licenses to use all intellectual property embodied, practiced or employed in CONDUENT being used by the City.
29.5CONDUENT hereby grants the City, including its departments, commissioners, officials, officers, employees, consultants, and agents (collectively, "City") all the rights and licenses required to use the CONDUENT intellectual property as described in this Agreement. Such rights and licenses are non-assignable, non-transferable and non-exclusive, and specific only to use by the City within the City under the terms of this Agreement.
29.6Nothing in this Agreement will be construed as assigning, selling, conveying, or otherwise transferring any ownership rights or title in CONDUENT intellectual property, including but not limited to pre-existing or independently developed intellectual property, materials, software, methodologies, tools, or inventions, that are developed, conceived or created for any CONDUENT business purpose, or any derivative works to any of the foregoing.
29.7CONDUENT understands the nature of public information and the requirement for the City to adhere to all rules and laws that apply to public information, such as the Freedom of Information Act, Public Records Act, and the like. However, the City also understands that the Services contain CONDUENT intellectual property, copyrights, and trade secrets that do not exist in the public domain. Therefore, the City agrees that it will not knowingly agree, assist, or sell any equipment or allow any third party to gain access to equipment, software, or documentation provided by CONDUENT for any purposes including reverse engineering or evaluation without the prior written consent of CONDUENT, or as mandated by applicable law.
29.8This Section 29 will survive expiration or termination of this Agreement.
30. Agent. Except as City may specify in writing, CONDUENT shall have no authority, expressed or implied, to act on behalf of the City in any capacity whatsoever as an agent. CONDUENT shall have no authority expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
31. Force Majeure. Neither party shall be responsible for delays or failure in performance resulting from acts beyond the control of such parties. Such acts shall include, but are not limited to, Acts of God, strikes, riots, acts of war, whether or nor not formally declared, acts of terrorism, epidemics, fire, communication line failure, delays in manufacturing, distribution or transportation, earthquakes or other disasters.
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32. Errors in Processing Citations. Furthermore, CONDUENT shall use all care necessary in the processing of citations for City. CONDUENT will be responsible for resolving equipment malfunctions or errors made by its personnel that impact, or have the potential to impact, CONDUENT’s performance under this Agreement.
Errors are to be resolved at no additional charge to City. In the event that CONDUENT’s errors are not resolved timely, CONDUENT shall be liable for any loss of revenue incurred by City attributable to CONDUENT’s errors. City shall reimburse CONDUENT for any reasonable expenses incurred by CONDUENT for the correction of errors caused by erroneous or inaccurate information provided to CONDUENT by City. CONDUENT shall not be responsible for losses or expenses incurred by City as a result of erroneous or inaccurate information provided to CONDUENT by City or third parties.
33. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
34. Venue and Jurisdiction. The City and CONDUENT agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
35. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
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36. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Pricing Schedule
Exhibit C Insurance Requirements
Exhibit D Performance Standards and Penalties
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
GEORGE CARDONA
Acting City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
LANE DILG
Interim City Manager
ABC Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 George S. Cardona
6/25/2020
Interim City Attorney
6/25/2020
Vice President
Conduent State & Local Solutions, Inc.
Holly Cooper
Lane Dilg
6/25/2020
City Attorney 6/25/2020
Denise Anderson-Warren
City Clerk
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Exhibit A
Scope of Services
A. PROJECT NARRATIVE
By way of this Exhibit A to the Agreement entered into between CITY and CONDUENT for the providing of Parking Citation Processing and Permit Fulfillment Services, CITY and CONDUENT agree to the scope of services described herein. CITY reserves all of its rights and remedies under the Agreement, including but not limited to requiring CONDUENT to perform and provide services in a manner consistent with this Exhibit A.
This Exhibit A is comprised of several main components, or categories of responsibility, which include: General Information Processing; System Requirements; Financial Deposits and Reconciliation; Parking Permit Services; Citation Processing Services; Department of Motor Vehicles and State of California Franchise Tax Board Services; Reporting Requirements; Customer Service Center; Correspondence Processing; and Adjudication Processing.
CONDUENT shall be required to have its corporate headquarters, maintain a field office or processing services office within a sixty-mile radius of CITY. All services performed for this contract by CONDUENT’s personnel or any of its subcontractors shall be located within the United States.
The Agreement between CONDUENT and CITY requires several dedicated staff. These dedicated positions consist of a Project Manager, a Project Analyst, a Payment Processing Clerk, a Quality Assurance Representative, a Reconciliation Representative, three (3) customer service representatives ("CSR"), and two (2) Permit Processing Representatives. CONDUENT shall have sufficient cross trained staff to meet' all correspondence and payment processing requirements for the contract.
Shared staffing for the "dedicated" functions listed above shall be at appropriate levels to maintain compliance with the Agreement. At CITY'S request, CONDUENT shall prepare and submit audit reports to enable the CITY to determine if staffing levels and contract performance are in compliance with this Agreement.
Any complaints by third parties received by CITY and about CONDUENT shall be forwarded to CONDUENT within 72 hours. All forwarded complaints received by CONDUENT shall be investigated and responded to DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 2 -
either in writing, e-mail, or telephone within ten (10) calendar days of CONDUENT receipt of the complaint.
The response shall include the results of CONDUENT investigation and, if applicable, the measures taken or to be adopted to prevent similar future complaints.
The Project Manager shall be the day to day point person with the accountability and responsibility of delegating all work functions required under the Agreement and insuring contract performance standards are met.
All project employees shall be expected to receive training at a level to provide the services required by the Agreement.
All electronic and hard-copy information shall be stored and retained in accordance with the CITY'S records retention schedule. Subject to Section 18 of this Agreement, the CITY reserves the right to inspect stored records to ensure compliance with the CITY'S records retention policy.
CONDUENT shall provide the necessary document management and information systems equipment to ensure that all required services are performed subject to the defined performance standards in Exhibit D Performance Standards & Penalties.
CONDUENT shall furnish all necessary user manuals and instruction guides for accessing the CITY’s Citation Processing and Permit Management System.
Manuals and guides should provide step-by step instructions and a list and description of any and all codes used in CONDUENT systems accessed by CITY.
Business Process Rules. No later than sixty (60) days from the Execution Date, CONDUENT shall develop and provide City with a set of standard protocols and procedures (hereinafter referred to as "Business Process Rules" or "BPR") for the performance of all project services contemplated by this Agreement. CONDUENT shall develop the BPR with significant insight from City on City’s current and future citation processing needs. The BPR will be used to standardize procedures for handling both telephone calls and correspondence within thirty (30) days of its implementation.
B. GENERAL INFORMATION PROCESSING
CONDUENT is responsible for processing CITY'S citation correspondence and payments, of approximately 30,000 pieces of mail received annually. The DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 3 -
duties and tasks of General Information Processing shall include, but not be limited to, the following actions:
1. Opening all correspondence and determining what action is required.
2. Processing correspondence within two (2) business days from date of receipt.
3. Obtaining prior approval from the CITY on all standard forms, notices of delinquent violation, and correspondence, and ensure that all forms conform to applicable California Vehicle Codes (CVC).
4. Entering what action was taken into CONDUENT’s computer software operating system (e.g. temporary suspension, letter to respondent, permit issuance, cancellation, etc.).
5. Taking appropriate actions to ensure resolution of complaints or questions.
6. Implementing appropriate control and monitoring procedures to ensure that payments and correspondence are processed to completion.
7. Providing CITY operations or procedures manual and required MIS reports listed in the scope of services by e-mail and/or hard copy on demand at no cost within 2 business days of request.
8. Providing a post office box within 60 miles of the CITY where all incoming correspondence and payments are to be mailed. Mail is to be picked up from the post office at least once per business day.
9. Providing a bonded courier to pick up and deliver mail including but not limited to, batched parking citations, parking permit applications, payments, correspondence, and management reports to and from specified locations.
10. Storing electronic filings, citations, and physical/electronic correspondence and applications in an easily retrievable format in accordance with the City’s records retention schedule.
11. Filing and storing citations in an easily retrievable format for a minimum of five (5) years then dispose in accordance with City direction.
C. SYSTEM REQUIREMENTS
CONDUENT’S responsibilities and tasks for System Requirements consists of, but is not limited to, the following:
1. Maintaining system database and physical system security in such a way as to provide complete confidentiality and protection from unwanted access.
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2. Providing web-browser-based, responsive design, websites that do not require any plugins for the public to pay and contest parking citations and to procure and manage their permits accounts.
3. Providing Active Directory Federation Services (ADFS) Integration, to be implemented with new eTIMS® re-platform in calendar year 2021.
4. Maintaining Level 1 PCI-compliance for online payment systems.
5. Providing real-time data transfer from the Citation Issuance Software (CitySight® Enforcement) to the Citation Processing system (eTIMS®).
6. Providing workflow automation with ability to comply with legal timelines, notifications, and record requirements.
7. Providing workflow automation for submittal/reviewal/approval/denial of parking permit applications with document upload functionality.
8. Providing online permit application and payment portal for all permit programs with the ability by qualified personnel internal (City staff) or external (contractor) to validate and verify information.
9. Providing real-time inquiry function for California Department of Motor Vehicles (“DMV”) citation/registered owner (RO) information and disabled placard information through eTIMS®
10. Maintaining CITY’s parking permit account address database in eTIMS® with editing functionality.
11. Providing real-time address validation for new parking permit applications.
12. Integrating with the California Department of Motor Vehicles to acquire registered owner name and address information and placing vehicle registration holds, including acquiring name and address information as allowed by the 50 State DMV agencies.
13. Administering the State of California Franchise Tax Board Intercept programs
14. Providing user-defined reports requested by CITY
15. Providing an online permit application and renewal portal
16. Providing real-time permit issuance data for handheld enforcement through CitySight® Enforcement.
D. FINANCIAL DEPOSITS & RECONCILIATION
CONDUENT’S duties and tasks for the handling of financial deposits and reconciliation shall include, but not be limited to, the following actions:
1. Providing a separate Post Office Box for CITY where payments, administrative review and administrative hearing correspondence, and other documents are to be mailed.
2. Providing a secure lockbox management system for the processing of payments. Mail pick-up from post office shall be at least once per business day. This requirement includes providing remote deposits via electronic DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 5 -
checks in compliance with the Check Clearing for the 21st Century Act (Check 21 Act).
3. Sorting and batching all incoming mail by postmark date for payment posting.
4. Entering and processing payments received within one (1) business day from receipt, including opening all mail received, entering suspense date, verifying payment amounts, updating eTIMS®, making daily bank deposits and weekly cash deposits by armored vehicle for payments received in lockbox and checks that are not able to be processed through remote deposits.
5. Daily reconciliation of all payments entered with bank deposits.
6. Daily reporting of bank deposits made for CITY. Bank deposits shall be made within 24 hours of processing of payment on a daily basis.
7. Filing and storing all source documents in an easily retrievable system available to CITY within two (2) business days.
8. CONDUENT ‘S system must track rebilling on partial payments, checks returned for insufficient funds, vehicle change of ownership, and re-entered citations for payment.
9. CONDUENT must provide for payment by credit card (VISA, MasterCard, Discover, and American Express), and be capable of securing immediate authorization from the banking institution. Payments made by credit card are to be immediately updated in data base in real time. Payments will be made by automated telephone system.
10. CITY may in the future assess a convenience fee or other charge on all payments made by credit card. CONDUENT will provide proposal to implement this process as required.
11. Entering, processing, verifying and updating of all payments within one business day including credit cards, checks and cash collected by lockbox, on line payments, and payment field office in accordance with acceptable financial practices.
12. Deposits shall be made into CITY'S designated bank account daily. All on line and IVR transactions must be PCI certified.
13. CITY may choose to use its own credit card merchant or the vendor account.
14. Reporting credit card payments by merchant ID on a daily, weekly, monthly, yearly statement with the citation number, citation amount, permit number, permit account, and permit type.
15. On-line updating of monthly payments at the Department of Motor Vehicles.
16. Providing CITY with a field office for walk-in payments to be located within a 15-mile radius.
17. CITY will specify the bank to be used for daily bank deposits. If the CITY changes banks during the term of the contract, CONDUENT will provide a proposal to implement this process as required.
18. Payments to be applied to funds shall be reconciled each day before preparation of deposits.
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19. Generating notices for partial payments.
20. Investigating cash overages and shortages of any amount each business day of the deposit date and reporting findings to CITY.
21. Tracking partial payments and checks returned for insufficient funds.
22. Providing documentation to CITY for processing refunds within 72 hours after confirmation a case has been dismissed and/or overpayment has been made.
23. Storing and filing all payment information to facilitate special collections and credit reporting services.
24. Posting payment information from all sources within 24 hours of receipt and no later than the end of the following business day
25. Tracking progress of payments, re-entered payments, change of ownership, declaration of non-ownership, refunds, correspondence and administrative review process
E. CITATION DATA PROCESSING
CONDUENT’S duties and tasks for Citation Data Processing include the integration of approximately 300,000 new citation records annually for CITY, which consists of, but is not limited to, the following procedures:
1. Providing an integrated system to track citation from issuance to adjudication, payment, and collections in real time.
2. Providing real-time data transfer from the CitySight® Citation Issuance Software to the eTIMS® Citation Processing system with on-line confirmation, showing the number of citations transferred and received by CONDUENT.
3. Maintaining system compatibility with CITY’s handled citation devices with the capability of uploading all citation data fields.
4. Providing authorized account users capability to correct citation issuance dates, duplicate citations, violation codes, and fine amounts, and suspend citations
5. Updating of citation records and the ability to enter comments and attach digital photographs/documents to a citation record
6. Coordinating any changes in CITY policy related to Citation Data Processing. CONDUENT will provide proposal to implement new policies as required
7. Receiving, data stamping, batching and data entering handwritten citations into the eTIMS® system within two (2) business days from collection from CITY'S enforcement office.
8. Filing and storing of citations in an easily retrievable format in accordance with CITY'S records retention schedule.
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9. Providing online real-time citation information for customers, including citation issue date, delinquent date, amount owed, and other open citations with the same license plate numbers; all searchable by license plate or citation number
10. Programming CITY’s approved citation lifecycle (timelines) into eTIMS® with automated noticing, penalties, and registration holds, and collections.
The citation lifecycle may be adjusted and/or suspended due to special circumstances and events approved by CITY officials.
11. Tracking customer name, address, other contact information, vehicle type, and vehicle registrations including storing and tracking previous and current owner information when transfer of vehicle ownership has occurred.
12. Maintaining and updating of a combined scofflaw file for all vehicles that are have accumulated five (5) or more delinquent parking citations in neighboring jurisdictions, as mutually agreed. The scofflaw file shall include jurisdictions that are clients of CONDUENT that have been legitimately sanctioned in writing by the respective agency to access shared database information and tow the vehicle, subject to the provisions of California Vehicle Code Section 22561.(i)(1).
13. Maintaining and updating of confidential vehicle database for exemptions authorized by the City that are uploaded to the CitySight® Enforcement software application.
14. Storing and tracking car rental agency reports with responsible billing parties.
15. Identifying duplicate citations
16. Maintaining editing capability to correct dates, suspend citations, and correct violation codes and fine amounts.
17. Maintaining on-line communications during the principal hours of work (8 am to 5 pm Monday through Friday, except holidays) when the parking citation processing system, including all subsystems, is available to CITY and to respond to public inquires.
18. Maintaining System availability at 98% per month. CONDUENT shall provide objective and mutually agreeable methods of measurement to enable CITY to monitor the availability level.
19. Providing integration with the CITY’s permit database to capture violations that are outstanding when processing license plate specific permit renewals and new applications. CONDUENT’s systems will flag applications at the time of permit renewal and new applications by interfacing with the eTIMS® citation database to ensure that all outstanding citations are paid before any parking permit is issued.
20. Preparing a report at end of each Fiscal Year, in accordance with California Vehicle Code Section 40200.3(b) setting forth the number of cases processed, and all financial and/or citation payments received and distribute, along with any other information that may be required by the issuing agency.
This report is public record and shall be delivered to each issuing agency at DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 8 -
the end of each fiscal year. If the City requests, the CONDUENT shall hire and independent auditor to prepare a report. The City shall pay the costs of the audit report upon the City’s written approval on auditor’s cost.
21. Per California Vehicle Code Section 40200.3(b), CONDUENT shall prepare a report at the end of each fiscal year setting forth the number of cases processed and all financial and/or citation payments received and distributed, along with any other information that may be required by state law. This report is a public record and shall be delivered to CITY at the end of each fiscal year. At CITY'S request, CONDUENT shall hire an auditor to prepare the report. CITY shall bear the cost of the audit after approving of the auditor's cost estimate.
22. Providing a payment plan solution that complies with California Assembly Bill 503 adopted in 2018, which creates a process that allows individuals with outstanding parking citations to repay their fines while preserving their ability to register and drive their vehicles.
23. Providing alternate citation payment plans dictated by new CITY policy.
CONDUENT will provide proposal to implement new payment plan policies as required.
DMV, Out of State Vehicles, and Ownership Registration
24. Retrieving registered owner information for In-State and Out-Of-State plates.
25. CONDUENT is responsible for any and all fees associated with obtaining registered owner information.
26. Maintaining on-line communications with the 50 State DMV headquarters and Transportation Ministries in Canada and Canada.
27. Tracking and troubleshooting of DMV requests returned as incomplete (“No Hit”) or with an error code provided.
28. Validation of DMV vehicle makes upon return of registered owner information to ensure proper make of vehicle is issued citation.
29. Continuously attempting to retrieve registered owner information for all unpaid parking citations without registered owner information in the system.
30. Mailing collection letters to out-of-state owners.
31. Mailing all parking violation notices within the time frame stipulated and required by the California Vehicle Code after the date of citation issuance.
32. Processing and mailing “Drive Away” notices to registered owners of vehicles that drive away prior to the issuing officer attaching the citation to the vehicle. The notice must be mailed out to the registered owner within fifteen (15) calendar days of the citation issuance as required by the California Vehicle Code.
33. Process citation correction notices where the issuing officer determines that there is incorrect data in the parking citation. A copy of the correction shall DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 9 -
be mailed by CONDUENT to the registered owner within in a timeframe specified by the CITY.
34. Providing the necessary postage, correspondence, and ability to track forms to meet all applicable State and local laws regarding citation processing and adjudication.
35. Generating delinquent notices for unpaid citations twenty-one (21) days after the issued date of the violation within a time frame as directed by the CITY.
36. Mailing notices to lessees or renters of cited vehicles, including loaner vehicles, when provided with proof of written lease or rental agreement as required by the California Vehicle Code.
DMV Registration Holds/Releases
37. Placing on-line DMV holds and/or releases on delinquent accounts daily.
38. Processing DMV holds or releases within 48 hours. The timetable to establish a registration hold at DMV shall be at the discretion of the CITY or as established by local, state, and federal law.
39. Placing registration holds on the unpaid balance, for citations that have not been paid in full, have not established and qualified for payment plan, or who do not comply with the terms of an approved payment plan.
40. Providing additional grace periods, as authorized by the CITY, which will automatically allow for additional payment processing time.
41. Providing monthly report of all reported vehicle make mismatches and bad address mail returns, which shall include citation number, license plate number with state, and error explanation.
42. Accepting electronic file from DMV (registered owner information) and DMV payments files.
43. Reporting of monthly holds placed and payments made at DMV.
44. Release registration holds daily upon City’s request.
Franchise Tax Board (FTB) Intercept Program
45. Identifying the individuals to be intercepted via FTB program
46. Generating mail notifications prior to file submission adhering to the FTB guidelines.
47. Processing FTB annual intercept program in coordination with the CITY.
48. Providing monthly modification files if the amount to be intercepted has changed.
49. Processing timely refunds in the event of overpayment and/or misidentification F. REPORTING REQUIREMENTS
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CONDUENT shall provide standards reports as defined by the City, including, but not limited to:
1. Number of citations issued
2. Percentage paid prior to issuance of 1st notice, after issuance of 1st notice, of total issued
3. Percentage dismissed
4. Percentage closed (paid/dismissed)
5. Number of citations matched to DMV data, matched to CA DMV data, matched to out-of-state DMV data
6. Number of delinquent notices issued
7. Number of citations sent to collection
8. Dollar amount of gross collections
9. Number of citations paid
10. Dollar amount and number of bounced check fees paid
11. Dollar amount and number of citations processed by lockbox
12. Dollar amount and number of citations processed by City cashiering
13. Dollar amount and number of citations processed by WEB payment
14. Dollar amount and number of citations processed by Pay By Phone
15. Dollar amount and number of citations processed by DMV payment
16. Dollar amount and number of refunds issued
17. Average dollar amount of gross/net ticket collected
18. Dollar amount and number of tickets paid by special collections
19. Dollar amount of collections fee for special collections
20. Number of customer service calls dialed in/completed
21. Estimated average delay/length in minutes in answering customer service calls
22. Number of customer correspondence received
In addition, CONDUENT must generate on a monthly basis management information system (MIS) reports to be provided to CITY. The reports shall include the following:
1. Outstanding correspondence (beginning backlog);
2. Total pieces of correspondence received;
3. Total pieces of correspondence processed;
4. Remaining correspondence (ending backlog); and
5. Any unresolved correspondence.
6. Citations transmitted
7. Citations received
8. Administrative reviews requested
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9. Administrative reviews (1st level) assigned
10. Administrative reviews (1st level) completed
11. Administrative reviews (1st level) outstanding
12. Administrative hearings (2nd level) requests received
13. Administrative hearings (2nd level) assigned on docket
14. Administrative hearings (2nd level) completed with disposition
15. Administrative hearings (2nd level) outstanding without disposition G. CUSTOMER SERVICE REQUIREMENTS
CONDUENT’s duties and tasks for the Customer Service Center shall consist of managing approximately 130,000 calls annually, and shall include, but not be limited to, the following:
1.Providing CITY with a domestic toll-free telephone line and a separate local line for international customers that is staffed between the hours of 8 a.m. and 5 p.m., Monday through Friday, except holidays and/or operational for payments by IVR 24 hours a day, 7 days a week.
2.Providing professional and courteous customer service personnel trained in business processing rules approved by CITY.
3.Provide a field office for walk-in payments to be located within a 15-mile radius of the city
4.Providing staff to respond to telephone inquiries regarding how to contest a violation, determine outstanding penalty amounts or delinquent fees, identify time frames, and any other pertinent information in order to contest a citation by mail or in-person.
5.Staffing and/or rerouting calls in the event the connection to the computer network is disrupted.
6.CONDUENT shall be required to monitor and record calls for quality assurance subject to the same terms for English or Spanish speaking customers.
7.Operating a customized Interactive Voice Response (IVR) System in English and Spanish to accept payments and provide information. The automated system must provide real time information on each citation, including amount owed and open citations by license plate number. The IVR system shall be able to provide information on how to pay and contest citations. The IVR system shall offer the caller the option of transferring directly to a live customer service representative during normal business hours.
8.Monitoring the call acceptance rate, call completion rate and longest and shortest call wait time. An incomplete telephone call is defined as a call terminated after 30 seconds have elapsed from the time an individual's call is received in CONDUENT’s telecommunications system.
9.Producing monthly reports for CITY to verify contract performance requirements. In order for CITY to monitor the performance service levels DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 12 -
described in this Exhibit A, CONDUENT'S telephone system must automatically provide the following information in its reports to CITY:
a. Total number of incoming calls.
b. Total number of calls processed.
c. Total number of calls handled by an automated voice response system.
d. Total number of calls handled by public service representatives. e. Total number of calls disconnected as a result of a public "hangup." f. Total number of busy calls.
g. A system availability report to determine the time period of calls inaccessible due to failure of CONDUENT’s system.
h. Percentage of incoming calls completed.
i. Average wait time per call.
j. Average time per call, with high and low amounts.
10. Monitoring the telephone system during business hours. CONDUENT shall monitor all conversations between CONDUENT’s employees and third parties, and maintain recorded audio files of these conversations. CITY and CONDUENT are committed to maintaining quality assurance and ensuring that contract performance levels are met.
11. CITY requires a computerized or digital responding system that can be accessed by CITY and can attach a recorded call to a citation record.
12. Making hourly adjustments to staffing levels based on volume of calls received and average wait time.
H. CORRESPONDENCE PROCESSING
CONDUENT’s duties and tasks for processing correspondence shall include, but not be limited to, the following actions:
1. Providing staff or a translation services with the required expertise to promptly and efficiently process and respond to all correspondence in standard English within two (2) business days from the date and time received.
2. Mailing of first notices, final notices, returned check notices, partial payment notices, DMV hold letters, administrative review and administrative hearing result letters, drive-away notices, delinquent notices and special collection notices, parking permit renewal notices, parking program informational items or any other notices required by the City or CVC.
3. Sorting and batching all incoming correspondence by postmark date for payment posting and correspondence processing. Envelopes shall be kept on file with correspondence.
4. Formatting all notices and letters using Custom #10 window envelopes with CITY'S return address. The interior #9 must also be customized with CITY'S DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 13 -
address that is post net bar-coded with FIM per the U.S. Postal Service requirements.
5. Processing of correction notices and notifying CITY of citations unable to be entered because of incorrect information.
6. Processing incoming mail for parking permits renewals and.
7. Generating customized notices for incomplete or incorrect information or payments.
8. Forwarding correspondence to CITY that is either outside the scope of services and/or requires special attention.
9. Providing computer imaging hardware and software that is capable of integrating all aspects of work for correspondence received and generated by CONDUENT.
I. ADMINISTRATIVE ADJUDICATION PROCESS
CONDUENT’s duties and tasks related to the administrative adjudication of contested citations shall include, but not be limited to, the following actions:
1. CONDUENT shall coordinate the administrative review process consistent with the procedure for persons contesting parking citations as set forth by the laws of the State of California.
2. Scheduling of weekly hearings conducted in-person every fifteen minutes, and/or by written declaration. CITY'S hearings shall be scheduled for a time convenient to all parties concerned, and in accordance with state law, and approximately three weeks in advance.
3. CONDUENT shall provide staff to prepare all documentation related to a case and assemble an electronically transmitted file or hard copy data file into a case folder that must be delivered to the appropriate hearing location.
Individuals may be given the option by letter to choose to report to alternate locations set up by the CITY for in-person hearings with a minimum 3-week notification provided to CONDUENT of new location(s).
4. Hearings by written declaration are distributed to evenly distribute work flow, and supplement the hearing officer's time at each location. Written declarations are not always assigned to the issuing agency that generated the citation. CONDUENT shall not maintain a backlog of written declarations.
5. CONDUENT shall respond to individuals submitting requests online at the first and/or second administrative review stages by email for convenience and regular mail for compliance with California state law.
a. Santa Monica Police Department handles the first-level review process (“Initial Review”) and any special review requests such as late review requests.
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b. An independent hearing officer handles the second-level review process (“Administrative Review”).
c. The City’s Finance Department is responsible for reviewing and approving any special fee waiver or penalty waiver requests such as deferral of Administrative Hearing deposits.
6. Providing return receipt confirmation for all payments and/or administrative review requests made through the internet by sending an email to the individual by email before the next business day.
7. CONDUENT shall provide an on-line scheduling service to individuals submitting requests for hearings via the internet in real-time, indicating availability of hearing dates and times by specific City location. The individual will be -mailed a receipt indicating the date, time and location of the hearing with any appropriate instructions for each citation contested.
8. CONDUENT shall develop a method for transfer hearing files to CITY and to the hearing examiner for processing electronically.
9. The hearing schedule shall be accessible online to the hearing examiner and to CITY, and be sorted by date, indicating the time of the hearing, name of the individual requesting the hearing, citation number, license plate number, violation code, the name of the city where the citation was issued, and the name of the city where the hearing is scheduled. The schedule shall be updated or revised by the CONDUENT in real time to reflect any hearings that have been added or rescheduled.
10. CONDUENT shall have the capability of receiving the hearing examiner’s decision by email. The hearing examiner shall provide the processing agency with transmittal indicating the number of cases forwarded by email, and the processing agency shall confirm the number of cases received in real time.
The hearing examiner shall forward a computer disk containing the disposition of cases to the CONDUENT according to the City's instructions.
11. CITY and the hearing examiner will receive weekly update reports by hard copy and/or by e-mail for any cases that do not have a decision entered and are outstanding for seven (7) days or more. The individual contesting the citation will receive a response to the hearing by the processing agency in the manner requested by the individual, by first class mail or e-mail.
12. Generate management reports.
13. Utilize document imaging technology for files received by the processing company and transferred to the hearing officer pending disposition of each case.
14. Track all citations and disposition report data information on a daily basis.
15. Track and schedule court hearings and appeals.
16. Suspend action while appeals are under investigation.
17. Upload supporting evidence submitted by customers in support of their appeals to their citation record.
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18. Provide a FAQ page to assist customers through the appeals or correction process.
19. Provide a customer service interface that supports automated appeal processing and payment.
20. Provide online appeal function attachment capability.
21. Record hearing data and comments for historical background and attach to account.
22. Process hearing decisions in eTIMS.
23. Generate letters and use customized liability reason codes.
J. PARKING PERMITS FULFILLMENT AND SERVICE REQUIREMENTS The Parking permit interface shall be capable of capturing and managing data related to the issuance of all types of parking permits issued by the CITY, whether they are new accounts or renewal applications. CONDUENT's duties and tasks for the processing and fulfillment of CITY parking permits shall include, but not be limited to, the following:
1. CONDUENT will provide and manage the following online systems for the purchase and administration of these account types:
a. Residential Permit Account Renewals
b. New Permit Account Applications
c. One Day Temp Permits
d. Annual Day Beach Permits
e. Annual Senior Beach Permits
f. Preferential Business Account Types – Main Street Lots, Midtown Lots, and Pico
2. Providing CITY customers the ability to complete permit applications and upload documents online, demonstrating evidence of residency, vehicle ownership and photo identification, with City-established criteria.
3. Providing CITY customers the ability to create their own residential permit accounts using ID/Password authentication to manage, edit, and update their vehicle, license plate number, permit, and contact information.
4. Providing CITY customers the ability to renew and cancel their permits online.
5. Providing address validation for new residential permit application made online so only addresses within CITY block limit tables are eligible to apply.
6. Providing work flow system that allows online review, approval, denial of parking permit applications by CITY staff or by CONDUENT as designated by the CITY.
7. Allowing partially completed permit applications to be completed at another time by the applicant or CITY staff.
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8. Providing a “Frequently Asked Questions” (“FAQ”) page to assist applicants through the permit application process.
9. Providing a basket feature [shopping cart] that allows multiple permits to be registered to one residence in one transaction with multiple fee options based on the permit type and amounts purchased
10. Providing automated expiration date and renewal noticing via mail and email to permit holder with CITY determined parameters.
11. Providing customers who opt in to receive email and/or text, messages regarding the approval or status of their permit application.
12. Providing real-time permit issuance data such as, but not limited to, permit number, license plate, residential address, district number, and valid dates to CitySight® Enforcement software.
13. Check for unpaid parking citations and disallow issuance of permits before citations are paid.
14. Allow for seamless processing of payment of unpaid citations before allowing online issuance of permits.
15. Allow for the removal and addition of various parking permit zones and addresses as approved by CITY.
16. Allow residents in residential parking permit zones to request guest permits online.
17. Emailing receipts for permits purchased online.
18. Tracking customer name, address, email address, phone number, parking permit history, vehicle type, and vehicle registrations.
19. Providing the City the ability to edit customer permit accounts/records (e.g., customer name, address, phone number, email address, vehicle information, notes, etc.), and maintain an audit history for all inputs and changes made by staff/contractor
20. Allow for notes to be added by City staff to accounts during and after the permit registration process.
21. Allow City staff to search, update information, perform queries, and run reports and reconciliations.
22. Providing the City the ability to monitor the number of permit applications that have been approved, been rejected, or that are in pending status.
23. Providing the City the ability to communicate information via mass email/text with all or certain groups of current permit holders who opt-in.
24. Providing customizable, permission-based user groups for different levels of access for the City specific to the user’s roles and responsibilities.
25. Providing customizable permit type accounts for any/all permit programs based on CITY Parameters
26. Providing report creating tools with various criteria selections.
27. Providing the ability to set a limit for the number of permits allowed per permit type (e.g., two Visitor permits per address).
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28. Providing a variable rate fee structure based on parking permit type including prorations as approved by City Council.
29. Providing option for the CITY to procure parking permit stock directly from the CONDUENT.
30. Provide a parking permit inventory stock module/report that tracks all permits issued, available, destroyed regardless if CONDUENT or City processes the permit.
K. CITY Responsibilities
1. Provide CONDUENT with permit stock, including stickers and hangtags.
2. Provide all necessary information to CONDUENT to set up new business rules and information to set up tables (account types, action codes, block limits, district codes, permit codes, prefix codes, street names, suffix codes, zip codes).
3. Review and process all incoming new permit application in eTIMS® Workflow
4. Issue temporary permits for to City patrons visiting Go SaMo center.
5. Process all other permit types not listed in CONDUENT responsibilities
6. Provide CONDUENT with information needed for all correspondence letters and order confirmations that may be sent to residents. CITY to review and approve draft letters produced by CONDUENT.
7. Notify CONDUENT of any changes needed on website regarding fees, general information, etc.
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Exhibit B
Pricing Schedule
The City will compensate CONDUENT for the Services performed in an amount not to exceed $7.2 million dollars for the Initial Term, with two additional two year renewal options in an amount not to exceed $3.1 million dollars for each Extension Period, for a total not to exceed amount of $13.4 million dollars over a total nine year period.
The CITY shall compensate CONDUENT for its services according to the terms below.
1. Primary Price Components
Per Citation Processing Fee Citation issuance is based on City of Santa Monica only.
1.1 Electronic Data Processing
Year 1 (July 2020-June 2021)
Fixed Monthly Fee up to 17,500 citations: $31,325.00
Additional Citations: $1.79 each
Year 2 (July 2021-June 2022)
Fixed Monthly Fee up to 20,000 citations: $36,874.00
Additional Citations: $1.79 each + CPI
Year 3 (July 2022-June 2023)
Fixed Monthly Fee up to 21,500 citations: $40,829.00
Additional Citations: $1.79 each + CPI
Year 4 (July 2023-June 2024)
Fixed Monthly Fee up to 21,500 citations: $42,054.00
Additional Citations: $1.79 each + CPI
Year 5 (July 2024-June 2025)
Fixed Monthly Fee up to 21,500 citations: $43,315.00
Additional Citations: $1.79 each + CPI
Option Year 6 (July 2025-June 2026)
Fixed Monthly Fee up to 21,500 citations: $44,615.00
Additional Citations: $1.79 each + CPI
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Option Year 7 (July 2026-June 2027)
Fixed Monthly Fee up to 21,500 citations: $45,953.00
Additional Citations: $1.79 each + CPI
Option Year 8 (July 2027-June 2028)
Fixed Monthly Fee up to 21,500 citations: $47,332.00
Additional Citations: $1.79 each + CPI
Option Year 9 (July 2028-June 2029)
Fixed Monthly Fee up to 21,500 citations: $48,752.00
Additional Citations: $1.79 each + CPI
1.2 Delinquent Account Collections 22%*
1.3 City Processing Credit $0.25 per citation
1.4 Credit Card Collections Fees Merchant Fee Direct Pass Through
1.5 Permit Fulfillment Service
Year 1 (July 2020-June 2021)
Monthly Fulfillment Fee: $7.00 per account
Renewal Notices: $0.30 per mailing
Meter Postage: Direct Pass Through
Year 2 (July 2021-June 2022)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.31 per mailing
Meter Postage: Direct Pass Through
Year 3 (July 2022-June 2023)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.32 per mailing
Meter Postage: Direct Pass Through
Year 4 (July 2023-June 2024)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.33 per mailing
Meter Postage: Direct Pass Through
Year 5 (July 2024-June 2025)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.34 per mailing
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Meter Postage: Direct Pass Through
Option Year 6 (July 2025-June 2026)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.35 per mailing
Meter Postage: Direct Pass Through
Option Year 7 (July 2026-June 2027)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.36 per mailing
Meter Postage: Direct Pass Through
Option Year 8 (July 2027-June 2028)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.37 per mailing
Meter Postage: Direct Pass Through
Option Year 9 (July 2028-June 2029)
Monthly Fulfillment Fee: $7.00 per account + CPI
Renewal Notices: $0.38 per mailing
Meter Postage: Direct Pass Through
1.6 Additional Programming development $175.00/hour
2. Other Fees
2.1 Annual Consumer Price Index (“CPI”) Adjustments
CONDUENT will be entitled to CPI adjustments based on the increase in the cost of living index equal to the percentage increase in the U.S. Department of Labor, Consumer Price Index, All Urban Consumer CPI (Los AngelesAnaheim-Riverside) starting in Year Two (July 2021).
2.2 Delinquent Account Collections 22%*
* CONDUENT will be paid a 22% per citation assigned to collections. For partial payments, CONDUENT shall be paid collection fee on a prorated basis. Timing of collection notices and the application of any collection fees to be mutually agreed upon by CITY and CONDUENT. These costs are passed through to the customer and reimbursed to the City as revenue when the parking citation is paid per California Vehicle Coe Section 40200.3).
2.3 Postal Rate Increases
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CONDUENT will be responsible for all postage costs associated with the mailing of all notices, including the first two notices (non-collections notices) and delinquent ticket notices associated with secondary collections.
CONDUENT will also be responsible for all postage rate increases for the length of the AGREEMENT term, including option years.
2.4 Reimbursement for Postage and Mailing
The CITY and CONDUENT agree to negotiate in good faith the corresponding fees associated with the Additional Mailings contemplated under Exhibit A Scope of Services. Such fees shall be negotiated on a case-bycase basis for each distinct Additional Mailings projects. CONDUENT shall invoice the City monthly for such fees, which shall be payable to CONDUENT within thirty (30) days of receipt of such invoice.
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Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Cyber Liability: Cyber Liability Insurance, with limits not less than 1,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations
5. Employee Fidelity Bond Insurance: Employee fidelity bond insurance: Employee fidelity bond insurance covering services provided by Contractor in the amount of Five Hundred Thousand Dollars ($500,000)”.
If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and DocuSign Envelope ID: 2C360DDB-2FB9-4384-A3F7-9357ECEDFC89 - 2 -
higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
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Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to the City of Santa Monica.
Verification of Coverage
CONDUENT shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the CONDUENT’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If CONDUENT, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach.
Subcontractors
CONDUENT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers’ Compensation insurance coverage is not required if CONDUENT does not have employees. CONDUENT must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
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Exhibit D
Performance Standards & Penalties
The Agreement between CITY and CONDUENT shall provide for performance standards and penalties to ensure acceptable levels of services provided to CITY. CITY reserves the right to waive any performance penalty at its discretion. The assessment or non-assessment of penalties, however, does not affect CITY'S option to terminate the Agreement for repeated failure to comply with service levels. Assessed penalties shall be in accordance with the level of severity of CONDUENT’s departure from the standards of performance established in this Exhibit D. As used in this Exhibit, all references to “month” shall mean a calendar month, and all references to time shall refer to time in the Pacific Standard Time zone.
A. DELAY IN PROCESSING PAYMENTS AND/OR CORRESPONDENCE
1. All payments, and correspondence shall be processed by CONDUENT in the manner and within the timeframe provided for by the business processing rules (BPR) described in Exhibit A of the Agreement between CITY and CONDUENT. Provided however, no such requirements shall be more demanding or strict than as set forth in this Exhibit D nor shall such BPR have any penalties associated therewith except as provided for in this Exhibit D. Neither the BPR nor the Performance Standards may be changed except by written agreement of the parties.
2. If any payments are not properly processed, verified, entered, and updated within one (1) business day, CONDUENT will be assessed a penalty in an amount equal to the interest income lost to CITY for the amount of the late deposit. In addition, a penalty will be assessed for each occurrence in a calendar month in the following manner:
First occurrence in month= $200 penalty
Second occurrence in month = $300 penalty
Third occurrence in month = $400 penalty
Fourth occurrence and above in month $500 penalty
(The maximum penalty amount per month is $500)
3. CONDUENT shall reimburse CITY each month for any accumulated daily payment account shortages.
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4. Because missed pickups result in late posting of payments received, there will be a penalty for each month in which one or more batches of mail are not picked up from the USPS at the designated time. The penalty will be assessed in the below manner for each occurrence of missed mail pickups from the USPS.
First occurrence in month = $200 penalty per month
Second occurrence in month= $300 penalty
Third occurrence in month= $400 penalty
Fourth occurrence and above in month= $500 penalty
(The maximum penalty amount per month is $500)
5. If CONDUENT fails to process 100% of all correspondence received by mail or electronically within three (3) business days from receipt, a penalty will be assessed for any shortfall as set forth in the chart below:
% of Correspondence Not
Timely Processed Daily Penalty
1% $200
2% $400
3% $600
4% $800
5%+ $1,000
(The maximum penalty amount per business day is $1,000) Correspondence includes initial reviews, administrative hearings, and court appeals.
B. PROCESSING ACCURACY
1. CONDUENT agrees to perform all violation processing in accordance to the Business Plan Requirements (BPR) with a 98% processing accuracy rate on a monthly basis.
Where CONDUENT’s performance is below the 98% accuracy rate and a citation is permanently suspended by mutual agreement of the parties, CONDUENT shall be liable for the penalty set forth in paragraph C.2. below, if the citation was suspended as a direct result of:
(i) CONDUENT’s failure to comply with the BPRs; or
(ii) CONDUENT’s error and the cited third party was not afforded due process according to the California Vehicle Code, and as a result had to be dismissed by CITY staff or CITY's Administrative Hearing Examiner.
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2. CONDUENT’s penalty for the shortfall in accuracy shall be assessed per citation based on the face value of the citation adjusted by the average payment rate not to exceed $1,500.00 in the aggregate per month.
C. SYSTEM MALFUNCTIONS OR INTERUPTIONS
1. CONDUENT shall correct, at no cost to CITY, all system malfunctions.
2. The computer network must maintain on-line system availability at 98% during principal hours of work when the parking citation processing system, including all subsystems, available to CITY and the public for its intended use. The principal hours of work are defined as being Monday through Friday between 8:00am and 5:00pm (Pacific standard time) (except holidays). During non-principal work hours, the system must maintain 95% availability between 5:01 pm and 11:59 pm (Pacific standard time) and 90% availability between 12:00 am and 7:59am (Pacific standard time). Prescheduled maintenance shall not count towards this calculation provided the maintenance window was communicated to the CITY.
3. The system availability requirement shall not be in effect during the period of time that CONDUENT is experiencing a force majeure event as described in Section 31 of this Agreement, at which time the standards governing force majeure event that supersede system availability standards.
4. CONDUENT agrees to provide access to eTIMS® via web portal and make the system available during the principal hours of work as defined in section C(2) of this Exhibit.·
D. SYSTEM DISCONTINUANCE
1. In the event that CONDUENT upgrades the ticket management system, CONDUENT shall provide a minimum of one hundred eighty (180) days’ written notice of intent to cancel support or maintenance of the previous ticket management system.
E. CUSTOMER SERVICE CENTER
1. A 96% monthly call completion rate must be maintained by the CONDUENT. The call completion rate shall be calculated by taking the call completion total against the total calls accepted. Penalties will be assessed for any shortfall as set forth in the chart below:
% of calls below 96% completion rate standard Monthly Penalty Up to 1% $200
2% $400
3% $600
4% $800
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5%+ $1,000
(The maximum penalty amount per month is $1,000)
2. If the average answer delay in the call center exceeds two minutes in any given month a penalty of $250 will be charged for each quarter minute over two minutes of average answer delay, or wait time. The average wait time will be calculated and reported to the customer on a monthly basis according to the reported average wait time.
F. CASHIERING OFFICE
1. The interior appearance of the public area in the building shall be consistent with general workplace standards and characteristics representative of that maintained by CITY. Staff coming in contact with the public shall wear a badge with their first name.
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