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HomeMy WebLinkAboutContracts & Agreements_211-2007_CCv0001.pdf AGREEMENT FOR PROCESSING OF PARKING CITATIONS This Agreement is made and entered into this 20th day of November, 2007 ("Effective Date") by and between Turbo Data Systems, Inc. ("TDS"), a California Corporation, and the City of Redlands, (hereinafter"City"). TDS and City are sometimes individually referred to herein as a"Party" and, together, as the"Parties." RECITALS Whereas, TDS and City desire to enter into an agreement whereby TDS will process parking citations for the City pursuant to the terms and conditions set forth herein; Now, therefore, in consideration of the mutual covenants, conditions, representations and warranties contained herein, the Parties hereby agree as follows: AGREEMENT 1. PURPOSE. The purpose of this Agreement is for TDS to process parking citations for the City in a timely manner. 2. SCOPE OF SERVICES. When and as directed by the City, TDS shall perform those specific services associated with the processing of all parking citations (the"Services") described in the "Scope of Services" which is attached hereto as Exhibit"A" and incorporated herein by reference. 3. TERM. The Services shall commence on January 2, 2008, or as soon thereafter mutually agreed upon by the Parties. This Agreement may be terminated by either Party upon sixty (60) days' prior written notice to the other Party. 4. CONSIDERATION. In consideration for TDS's performance of the Services, City shall pay TDS the compensation set forth in Exhibit"A." 5. PAYMENT OF FEES. Charges determined on the basis set forth in Exhibit "A" shall be billed on a monthly basis in arrears and payment therefor shall be made within fifteen (15) days after submission of each separate invoice. 6. ACCOUNTING RECORDS. Records of the citations processed by TDS shall be available for examination by City or its authorized representative(s) at a time agreeable to City and TDS within one week following a request by City to examine such records. Failure by TDS to permit such examination within one (1) week of a request shall permit City to withhold all further payments until such examination is completed unless City in writing authorizes an extension of time for examination. DJMJAgree/TDS Parking Citations Agreement 1 11/14/07 1:48 p.m. 7. TIME OF PERFORMANCE. Time is of the essence, and TDS shall perform the Services in an expeditious and timely manner so as not to unreasonably delay the purpose of this Agreement as set forth in Sections 1 and 2 hereof. 8. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, TDS shall be an independent contractor and shall not be an employee of City. City shall have the right to control TDS only insofar as the results of TDS's Services; however, City shall not have the right to control the means by which TDS accomplishes such Services. 9. FACILITIES AND EQUIPMENT. TDS shall, at its own cost and expense, provide all facilities and equipment that may be required for performance of the Services. 10. TDS shall defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at TDS's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against City, its elected offices, officers, agents and employees arising out of acts or omissions of TDS, and its employees, and/or authorized agents and subcontractors in connection with the performance of the Services. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by TDS, its employees, and/or agents and authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of TDS, or its employees, and/or authorized agents and subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the Services performed by TDS, its employees, and/or authorized subcontractors under this Agreement, whether or not the contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, TDS shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of City. 11. INDEMNIFICATION BY CITY. TDS shall use due care in processing work of City. Any errors shall be corrected by TDS at no additional charge to City. TDS shall be entitled to reimbursement from City for any expenses incurred by TDS for the correction of any erroneous information provided by City and. TDS shall not be responsible for City's losses and expenses resulting from erroneous source materials provided by City. Neither Party shall be liable to the other for any indirect or consequential losses or damages resulting from any errors within the scope of this Section 11. DJM/Agree/TDS Parking Citations Agreement 2 11/14/07 1:48 p.m. 12. FAIR EMPLOYMENT PRACTICES/EQUAL OPPORTUNITY ACTS. In its performance of the Services, TDS shall comply with all applicable provisions of the California Fair Employment Practices Act(California Labor Code sections (410 et seq.) and the applicable equal employment provisions of the civil Rights Act of 1964 (42 U.S.C. 200e 217), whichever is more restrictive. 1.3. AGENCY. Except as City may specify in writing, TDS shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. TDS shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 14. CHANGES IN LAW. Should there be any changes in the law applicable to the processing of parking citations which would require material changes in the method of the processing as contemplated in this Agreement, or materially reduce or eliminate the amount of revenue received by City from parking citations, this Agreement shall terminate on the date such law becomes effective, provided either Party gives sixty (60) days prior notice of termination. Any changes in the processing of parking violations as a result of changes in the law or DMV regulations affecting such violations, which do not materially add to the cost of processing such citations by TDS, shall be implemented by TDS at the request of City; provided, however, that the cost of such implementation does not exceed the fee paid to TDS for performing such services. If any such change results in the cost of processing citations exceeding the amounts provided for in Section 4 and City declines to amend this Agreement to provide for the payment of such increased costs, this Agreement shall terminate as of the effective date of the change in the law or regulations. 15. OWNERSHIP OF SOFTWARE. City acknowledges that the software and software programs used by City or used for City's benefit which were developed by TDS are the sole property of TDS and City obtains no right or interest in the software by virtue of this Agreement. 16. OWNERSHIP OF DOCUMENTS. All citations, electronic and handwritten; reports; electronic storage media; and other documents, including copies and reproductions assembled or prepared by TDS or TDS's agents, officers, or employees in connection with this Agreement, including any and all copyright interest therein, shall be the property of City and shall be delivered to City upon either the completion or termination of this Agreement. Copies of said documents may not be retained by TDS, and shall not be made available by TDS to any individual or organization without the prior written approval of City, except as required by law. TDS or TDS's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright of such documents. DJM/Agree/TDS Parking Citations Agreement 11/14/07 1:48 p.m. 17. 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, epidemics, fire, communication line failure, earthquakes or other disasters. 1.8. TERMINATION. This Agreement may be terminated by either Party upon sixty (60) days written notice. At such time, TDS agrees to provide City, in computer readable form, a copy of all data files to service its citations. 19. NOTICE. Whenever it shall be necessary for either Party to serve notice on the other respecting this agreement, such notice shall be served by certified mail addressed to: TDS: Turbo Data Systems, Inc. 18302 Irvine Blvd., Suite 200 Tustin, CA 92780 Roberta J. Rosen, President CITY: City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 Redlands, CA 92373 Unless and until different addresses may be furnished in writing by either Party to the other, and such notice shall be deemed to have been served within seventy-two (72) hours after the same has been deposited in the United States Post Office by certified mail. This shall be valid and sufficient service of notice for all purposes. 20. INSURANCE. All insurance required by this Agreement shall be maintained by TDS for the duration of its performance of the Services. TDS shall not perform any Services pursuant to this Agreement unless and until all required insurance listed below is obtained by TDS. TDS shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. All insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30)days prior written notice to City. 21. WORKERS' COMPENSATION. TDS shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in an amount which meets the statutory requirement with an insurance carrier acceptable to City. TDS expressly waives all rights to subrogation against City, its elected officials, officers and employees for losses arising from work performed by TDS for City by expressly waiving TDS's immunity for injuries to TDS's DJM/Agree/TDS Parking Citations Agreement 4 11/14/07 1:48 p.m. employees and agrees that the obligation to indemnify, defend and hold harmless provided for in this Agreement extends to any claim brought by or on behalf of any employee of TDS. This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage resulting from the sole negligence of City, its agents and employees. To the extent any of the damages referenced herein were caused by or resulted from the concurrent negligence of City, its agents or employees, the obligations provided herein to indemnify, defend and hold harmless are valid and enforceable only to the extent of the negligence of TDS, its officers, agents and employees. 22. COMPREHENSIVE GENERAL LIABILITY INSURANCE. TDS shall secure and maintain in force throughout the duration of the Agreement comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000)per occurrence and Two Million Dollars ($2,000,000)aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Certificates of insurance and endorsements shall be delivered to City prior to commencement of the Services. 23. BUSINESS AUTO LIABILITY INSURANCE. TDS shall have business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all TDS owned vehicles used on the project, hired and non-owned vehicles, and employee non-ownership vehicles. Such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. City shall be named as an additional insured and a certificate of liability insurance and endorsement shall be delivered to City prior to commencement of the Services. 24. EXTENT OF AGREEMENT. This Agreement represents the entire and integrated agreement between City and TDS and supersedes any and all prior negotiations, representations or agreements, either written or oral regarding the subject matter hereof. This Agreement may be amended only by written instrument signed by both City and TDS. This Agreement may only be assigned with the express written consent of each of the Parties hereto. In the event that any provision hereof is deemed to be illegal or unenforceable, such a determination shall not affect the validity or enforceability of the remaining provisions hereof, all of which remain in full force and effect. 25. LITIGATION COSTS. If any legal action or any other proceeding is brought to enforce the terms of this agreement, or because of an alleged dispute, breach, or misrepresentation in the connection with any of the provisions of this agreement, the successful or prevailing Party or Parties shall be entitled to recover their reasonable attorneys' fees and other costs incurred in that action DJWAgree/TDS Parking Citations Agreement 5 11/14/07 1:48 p.m. or proceeding, including fees for use of in-house counsel by a Party, and including the costs of appeal in addition to any other relief to which it or they may be entitled. 26. WORK PROVIDED. It is understood that initially City may choose to perform some of the Services at its location, and possibly transition to having TDS perform the Services at any time during the term of this Agreement to a different location. Executed on this 20th day of november 2007. CITY OF REDLANDS, CALIFORNIA By: Mayor, City�of Redlands ATTEST: By: Lo ie Poyz r It Clerk TURBO DATA SYSTEMS, INC. By: - Roberta J. Rose resident DJM/Agreei7'DS Parking Citations Agreement 6 11/14/07 1:48 p.m. AGREEMENT FOR PROCESSING OF PARKING CITATIONS EXHIBIT "A" Basic Processing Fee - $1.20 per citation Discount for Automated Citations in 48 hours $0.10 per citation Included: TDS entry of citations and citation dispositions (bounced checks, payments, extensions, etc. ) , database maintenance, daily system backups, DMV interface (r/o retrieval and placing and releasing registration holds) , weekly/monthly reporting, toll-free telephone number (for public access) , Interactive Voice Response System (IVRS) , Customer Service Representatives (8:00 am - 5:00 pm, Monday through Friday, excluding holidays) , customized recorded telephone information, ongoing Client support, correspondence and other documentation, daily pick up of payments and other documents from a TDS provided P. 0. Box, daily payment processing, bank deposits, Internet-based online inquiry access to the City's database and documentation and training for successful use of TDS provided online system. Discount for Automated Citations entered within 48 hours includes automated citations transmitted to TDS within 48 hours of issuance. Automated citations transmitted after 48 hours will not receive the discount. Due to the fact that fees for processing services are determined by unit and that there are certain fixed costs required to perform these services, regardless of volume, the minimum monthly invoice amount for basic citation processing fees shall be $500.00. Notice Mailing $0.75 per notice mailed Out of State Processing 30% of amount collected No charge until payment is collected. No charge if payment is made prior to a notice. If payment is collected via credit card, normal credit card fees will apply in addition. Administrative Adjudication Processing $1.55 per letter sent Includes mailing all administrative review result letters, hearing result letters, scheduling of all hearings and mailing hearing schedule letters to the public. Forms, notices and postage included. Final Notice Fee $0.75 per notice mailed DMV Hold Letter Fee $0.75 per letter mailed Credit Card Payment Processing $3 Fee Paid by Violator No Charge to City Online System Access for City Personnel $40 per month p e r p c (f i r s t 2 included at no charge) Online Inquiry Access for the Public No Charge REPORTNet Online Reporting No Charge ICS Special Collections 30% of amount collected Fee Increases: Postal Rate Increase Offset - Fees will increase immediately to offset the amount of any postal increase. Annual CPI Increase - For each additional year that this agreement 6 AGREEMENT FOR PROCESSING OF PARKING CITATIONS continues per paragraph 3, the cost per item shall be increased according to the CPI for the previous 12 month period. 7 SCOPE OF SERVICES PARKING CITATION PROCESING AND COLLECTION TDS shall perform the following services in processing all parking citations: A. Basic Processing — TDS will enter manual citations and citation dispositions into Customer's database within 2 business days. The basic service includes database maintenance, daily system backups, toll-free phone number for the public, Interactive Voice Response System (IVRS) with customized recorded information and citation lookup capability, ptieket,com web-based Inquiry System for the public with customized content, Customer Service Representatives (8:00 am— 5:00 pm, Monday through Friday, excluding holidays)to speak with the public regarding parking citation issues, ongoing Client support, and documentation and training for use of the TDS-provided online system. B. Handheld Ticket Writer Interface- TDS will provide for automated import of electronic citations into Customers database within I business day.TDS will maintain and update the hot sheet or scofflaw files on a daily basis for Customer to upload into their handheld ticket writers. TDS will work with Customer to implement any changes required for handheld ticket writer equipment. C. System and Document Storage-Citations paid or dismissed will be retained on the computer system for 3 years and then removed. Unpaid citations will be retained on the computer system for 3 years and then removed. Citation documents will be stored for 2 years from date of issue and then shredded. Payment documents will be stored for 2 years from the date of payment and then shredded. D. Online Reporting - Provide monthly reports online indicating the status of all citations, such reports to be available for Customer access no later than the thirtieth(30th)day ofthe fallowing month. E. DMV Interface for Registered Owner Name Retrieval-Attempt to obtain name and address of responsible party of cited vehicles for those citations that have not been cleared prior to their notice generation date. F. Notice Processing - Print the required Notice and mail to each responsible party whose name has been retrieved within 15 to 21 days after the citation has been issued. Includes second notices mailed for bounced checks, partial payments, and name or address changes. The notice date shall be extended whenever there is an unusual delay in delivery of information or citations to TDS.All postage,notice forms and envelopes will be provided by TDS. C. DLIV Interface for Placing Registration Holds-Transmit a Notice of Delinquency to the California DMV for vehicles with California license plates after a Notice of Violation has been mailed to the responsible party and TDS has not received notification that the citation has been cleared. This Notice of Delinquency will be transmitted to the California DMV within 2 business days after the date specified by the Customer to be the DMV Date. H. DMV Interface for Releasing Registration Holds- Transmit a Notice to the California DMV that a Notice of Delinquency has been cleared within 2 business days after TDS has received notification of clearance. 1. DMV Interface for Monthly Payment File - Receive payment file from DMV as available (currently monthly) and update DMV transactions into Customers database, providing reporting for reconciliation purposes. J. Collection and Payment Processing - TDS will provide the following collection and payment processing services for Customer: • Provide P.O.Box where payments are mailed • Courier pickup from.P.O.Box daily • Open all mail • Verify payment amounts and record on computer system within 2 business days(48 hours) * Use postmark date to establish payment date * Respond to reasonable non judicial public inquiries by phone mail * Return questionable mail to Customer for decision * Make bank deposits to Customer bank account * Verify amounts deposited,by citation number * Provide toll-free number for citizen inquiries • Provide weekly reports for bank statement reconciliation * Provide monthly Paid Citation Distribution Report K. Out of State Citations-TDS shall process citations for non-California license plates by entering the citation information into the system database and reporting them along with all other citations on the database with the standard reports. If they become delinquent, requests for registered owner information will be sent to the appropriate out-of-state DMV. The Notice of Intent will be generated to the registered owner and the fine amount requested. TDS will incur all costs for this processing,including out-of-state DMV fees and charges. TDS will receive payment from Customer based on the amount of revenues collected from out-of-state citations after the Notice of Intent has been issued. This amount will be billed monthly for the prior months' receipts(as determined from our database and/or reports).Payments collected via credit card will also incur credit card fees. L. IVR and Web Payment Systems- Payment by Credit Card - Through the Interactive Voice Response (IVR)System that all callers go through when they call our Toll Free numbers,and through the pticket.eom web site,we are able to accept credit card payments via Visa and MasterCard. The systems authorize each transaction while the caller is on the phone or online. Customers are given an authorization number or email confirmation to confirm their charge. The IVR system and the pticket.com web payment system both automatically update the citation database with the payment immediately. Credit Card monies are paid to a Turbo Data Systems bank account and are reconciled monthly. Each customer receives their own"merchant statement" from the bank which is balanced with a "credit card postlog" which shows in detail which citations were paid and for what amount,along with the deposit slip from the bank showing that these funds have been deposited into the customers account. Should there be any charge backs to a merchant account, the funds are pulled directly from the Turbo Data master account and the citation will be reactivated, much like a bounced check. The violator will be sent a notice and will then proceed to DNIV hold. TDS will provide all services regarding reconciliation, reactivation of charge backs, etc. Customer will not be involved in the daily processing. M. Administrative Adjudication Processing Service - TDS will provide for the processing of requests for contesting citations, allowing for agency processing of administrative reviews, tracking and monitoring all relevant dates on an automated system, mailing timely notification to respondents regarding the status of their claims,and scheduling of administrative hearings. All Administrative Adjudication information entered into the system is done in real time and is linked to existing database information to ensure proper tracking of relevant dates,mailing names and addresses and other pertinent information. Administrative Review requests will be entered within 2 business days of receipt.Adjudication documents will be stored for 2 years from their activity date and then shredded. N. Online Inquiry Access for Customers'Staff-Access via the Internet includes online access 24 hours a day, 7 days a week for City personnel to inquire on Customer's database. This access includes citation inquiry (includes citation status,history status,administrative adjudication status,notes,etc.),the ability to enter and view notes,post dismissals/payments,view daily deposits made at TDS'facility and view daily file transfers sent from the handheld ticket writer software and received at TDS'facility.TDS'technical staff will provide support. TDS will provide a real-time secured high-speed connection to the citation database through the Customers'Intemet connection.Customer must meet software,hardware and Internet connection requirements. TDS will install a small client-side application on the Customers PC that will enable the Customer to click and connect directly to the TDS inquiry system. O. Additional Notices—TDS will mail a Final Notice after all penalties have been applied and before the DMV Hold is placed. This notice will inform the responsible party that the citation has become delinquent(all penalties will be added) and the full amount indicated is due to avoid the withholding of the vehicle registration and further collection efforts. P. ICS Collection Service—Outstanding citations (DMV No-Holds or DMV Transfer of Ownership Releases or Mon-California plates)are transferred into the ICS system on a weekly basis. Up to two collection letters will be mailed for each ICS account requesting payment. Delinquent accounts are sent to TransUnion credit reporting agency on a weekly basis. Paid accounts are reported to TransUnion weekly. Payments are processed daily and deposited to the City's regular citation processing bank account. The TDS Customer Service Center will handle all ICS related calls through a special toll-free number dedicated to ICS accounts. Monthly reporting shows all accounts moved to the ICS system and all payments received due to ICS efforts.