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CONTRACT 4223 Other CLOSEDX *? &:. gy . AGREEMENT FOR PROCESSING PARKING CITATIONS This Service Agreement is made by and between Citation Management, a division of Professional Account Management, LLC, a Duncan Solutions Company, hereinafter referred to as "Contractor" and The City of El Segundo, CA, hereinafter referred to as "'A ency"aand entered into this j day of 2011. . The parties intend by this Agreement to provide for the processing of fines, penalties, and forfeiture thereof, in connection with the issuance of citations for parking violations, and the collection of delinquent parking fines and penalties pursuant to the laws of the State of California. In the furtherance of this purpose, the parties do hereby agree to the following terms and conditions: ARTICLE I- PROCESSING 1.1 REFERRAL AND RECONCILIATION Agency enters all manual citations. The Contractor will make zero (0) pickups of parking citations or payments at the office of the Agency each week. 1.2 COMPUTER PROGRAMS AND HARDWARE Contractor will provide all the computer programs, written procedures and other supporting items used in carrying out the purpose of this Agreement. The AutoPROCESS citation processing System will be provided and hosted by the Contractor. The Agency staff will have access to the system and provide all the day -to -day processing functions, except those specifically assigned to the Contractor. Agency shall be responsible for the warranty and maintenance of all the hardware and software including the AutoCITEs and other computer equipment listed on Attachment A. The Agency is responsible for any damage, loss, and/or theft of any /all computer hardware, software, and/or equipment used by the Agency at the Agency location. The Agency will provide insurance coverage for such equipment as described herein. 1.3 BASE PROCESSING Citations issued by the Agency (AutoCITE or manual) will be entered onto the Contractor's Service Center Computer System and cleared upon payment or other disposition. Requests for Registered Owner information will be sent to the appropriate Departments of Motor Vehicles (DMV). The Notice of Illegal Parking (NOI) will be generated to the Registered Owner and the penalty or fine amount requested. Return payments will be made directly to the Contractor. DMV registration holds will be placed on vehicles having unpaid parking fines and fees due against those vehicles in accordance with the California Vehicle Code and other applicable state and local laws. The Agency will be responsible for any and all Court, State, and DMV charges for the hold placement. DMV holds shall be removed through DMV when the registered owner satisfies the entire amount of parking citation fines, fees, and penalties due against the vehicle. 1.4 NOTICE GENERATIONS AND MAILING The Notice of Illegal Parking (NOI) will be generated by Contractor and mailed by the Contractor to the Registered Owner requesting . the penalty and/or fine amount due, Postage for the notices will be paid by the Contractor and billed to the Agency for reimbursement. Return payments will be made directly to the Contractor. The Contractor will complete all collections and banking activity. 1.5 SUSPENSION OF PROCESSING Contractor shall suspend processing any citation referred to it for processing upon written notice to do so by the Agency. Agency shall maintain records indicating any suspension of a citation as a result of Agency's request. Contractor shat l be paid the contractual rate hereinafter provided for processing these suspended citations. 1.6 COMPUTER SYSTEM Contractor will provide Agency with Internet inquiry capability at the Agency location for inquiry into the AutoPROCESS citation processing system for retrieval of parking citation information. This capability will be in the form of named user license accessible from the Agency location. The Agency will be responsible for all connection and/or line costs. Confidential Page 1 of 7 3/2/2011 r The Citrix software add -in required will be provided by the Contractor at no additional cost. 1.7 CONTESTED CITATIONS In the event a registered vehicle owner disputes the liability for the outstanding parking citation, the Agency shall advise the registered vehicle owner of his/her right to request a court appearance, or an administrative review or hearing by the Agency. 1.8 CITATIONS DISPOSED OF BY REVIEW HEARING OR COURT The Agency, as a result of an administrative review or hearing, or court action, may be required to reduce, cancel or void, on an individual basis, parking citations, which have been referred to it. Contractor shall be paid the contractual rate hereinafter provided for processing the citation regardless of the outcome of such action. Contractor shall maintain records indicating any reduction or cancellations of parking citations as a result of such action. 1.9 SERVICE OPTIONS Agency shall receive, and pay for services as outlined in Attachment "A" (Schedule of Fees). 1.10 OUT -OF -STATE CITATIONS FOLLOW -UP COLLECTIONS Out -of -State citations will be entered onto the system the same as in -state citations. Requests for registered owner information will be sent to the appropriate state agency and delinquent notices will be mailed. The fine and penalty amounts will be requested from the registered owner and instructions issued for payment to be to the Contractor. The fee for this Out -of -State Processing follow -up s listed on Attachment "A,. 1.11 COLLECTION AND DEPOSIT OF FUNDS At the direction of the Agency, the Contractor shall collect and deposit monies received for the payment of parking citation fines and fees into a parking account with a financial institution local to the Contractor. Compensating balances on deposit in the account will offset bank charges. If such balances are not sufficient to cover such charges the Contractor shall pay such additional charges and then bill the Agency accordingly with the monthly reporting and billing process. Contractor will receive payments from vehicle owners through the mail. 1.12 COLLECTION DISBURSEMENT Contractor shall disburse monthly, all monies on deposit from the payment of parking citation fines and fees to the Agency. Disbursement shall be made after the close of the processing month beginning the month following the Agreement date. 1.13 IVR PAYMENTS Contractor shall provide the public with the ability to pay parking citations using an accepted credit card via the Contractor provided Interactive Voice Response system. The cost for this service, including credit card discount fees, will be recovered by the Contractor in the form of a reasonable convenience fee assessed to the violator for each citation. 1.14 INTERNET PAYMENTS At the option of the Agency, the Contractor shall provide the public with the ability to pay parking citations using an accepted credit card via the Contractor provided Internet payment site. The cost for this service, including credit card discount fees, will be recovered by the Contractor in the form of a reasonable convenience fee assessed to the violator for each citation. ARTICLE H - GENERAL 2.1 PUBLIC INQUIRIES The Agency will process telephone calls, and correspondence. Explanations of the process for contesting violations, including the judicial appeal of the administrative review, hearing, or court appearance that may come to the attention of the Agency, will be handled by the Agency with the guidelines set forth in the Vehicle Code and the Agency. The Agency will schedule Court and/or Agency Hearings and Administrative Reviews where applicable. 2.2 CONTRACTOR LIMITATIONS Contractor may not do any of the following, without Agency's prior approval, in writing: Confidential Page 2 of 7 3%1/2011 (a) Take any legal action; (b) Threaten any legal action; or (c) Make any communication, oral or written, regarding potential legal action. (d) Disclose any information regarding driving records or registration information which is in violation of the provisions of the laws of the State of California. 2.3 USE OF APPROVED FORMS All forms, delinquency notices, and correspondence sent by the Contractor must conform to State and local law and Agency procedures, and be approved by the Agency. 2.4 TAXES AND FEES The Contractor will meet any Agency requirements for a Business License, Local or State Sales or Use Taxes. The Contractor will pay these taxes or fees when required. ARTICLE III - COMPENSATION The Agency shall compensate the Contractor for services according to the Schedule of Fees attached hereto as Attachment "A" and the terms of this Article III. 3.1 PROCESSING SERVICES For performance of the processing services described in Article 1, the Agency will pay the Contractor the rate set forth on the Schedule of Fees, Attachment A, for each parking citation entered and processed by the Contractor, regardless of the ultimate disposition or processability of such citation. No extra processing charge shall be made for a citation determined to be unprocessable pursuant to paragraph 1.1 and subsequently corrected and re- entered into the database. Out -of -State Citation Processing Services, Special Collection Processing Services and any other follow -up services are in addition to regular processing as described in the Schedule of Fees. The contingency fee for Out -of -State Citation Processing Services will be applied to all Out - of -State citations. The contingency fee for delinquent Special Collection Processing Services and/or any other delinquent follow -up services, are not accessed for citations in those . 4J -0 ,.. categories which are paid prior to referral for Collection Services. 3.2 BILLING AND PAYMENT PROCEDURES Contractor shall provide the Agency on a monthly basis with a statement and fee analysis that accurately reflects the fees earned during the preceding period. The Agency shall either approve or reject the statement and fee analysis. If these documents are rejected by the Agency, Contractor will be notified, and both parties shall use their best efforts to resolve the disputed items. 3.3 CONTRACT ADJUSTMENTS All postage for this agreement will be paid by the Contractor and then itemized on the monthly billing to Agency for reimbursement. If the postal rates increase during the term of this Agreement, such increases will be included in the postage fees paid by the contractor and reimbursed by the Agency. 3.4 CONSUMER PRICE INDEX ADJUSTMENTS The Contractor will be entitled to annual cost of living adjustments beginning on the first anniversary of this Agreement, based on the Consumer Price Index (CPI) for all urban consumers as calculated by the United States Department of Labor, Bureau of Labor Statistics, for the Los Angeles- Riverside -Orange County area, all items. This increase shall be automatic and effective upon the anniversary each year of the Agreement. ARTICLE IV - TERM OFAGREEMENT 4.1 PERIOD OF PERFORMANCE The Period of Performance under this Agreement shall be for five (5) year(s) and shall commence upon the approval as attested by the signing by the Agency and the Contractor. 4.2 PRICE INCREASES The Contractor may request other price increases, thirty (30) days prior to the anniversary date of the Agreement. Any increase in price for this Agreement, excepting Confidential Page 3 of 7 31712011 postage in paragraph 3.3, and CPI in paragraph 3.4, shall require prior written approval by the Agency. 4.3 TERMINATION This Agreement may be terminated in writing, without cause, by either party upon thirty (30) days written notice to the other party. This Agreement may be terminated upon the failure of either party hereto to fulfill any of its obligations under this Agreement provided that the party aggrieved by such default has given to the other party written notice of such default and, for a period of ninety (90) days from the date of such notice, and the defaulting party has failed or refused to remedy such default. 4.4 COMPENSATION Upon termination of this Agreement, Contractor shall be compensated for parking citations processed through the date of termination of the Agreement. 4.5 APPROPRIATION CLAUSE This Agreement shall be subject to the availability of an appropriation by the City of El Segundo in each fiscal year; provided, however, that (i) the City of El Segundo and agrees to use its reasonable best efforts to obtain such appropriation in its budget. ARTICLE V - CLAIMS AND ACTIONS 5.1 REASONABLE ASSISTANCE OF CONTRACTOR In the event any claim or action is brought against the Agency relating to Contractor's performance or services rendered under this Agreement, the Contractor shall render any reasonable assistance and cooperation, which the Agency might require. 5.2 AGENCY COOPERATION In the event any claim or action is brought against the Contractor relating to the Contractor's performance of services rendered under this Agreement, the Contractor shall 4223 1,4 . notify the Agency, in writing, within five (5) days, of said claim or action. Agency shall render any reasonable assistance and cooperation that the Contractor might require. 5.3 INDEMNIFICATION. Contractor indemnifies and holds Agency harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from Agency's sole negligence or willful misconduct. Should Agency be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, Contractor will defend Agency (at Agency's request and with counsel satisfactory to Agency) and will indemnify Agency for any judgment rendered against it or any sums paid out in settlement or otherwise. 5.4 INSURANCE Contractor shall, at its expense, provide general public liability insurance, in an amount not less than $1,000,000.00, with the Agency named as an additional insured, and with the insurance carrier and form of policy subject to approval by the Legal Counsel of Agency. Contractor shall provide a certificate of insurance, showing the Agency, its officers and employees, as an additional insured, with a provision that the policy shall not be canceled or terminated except upon thirty (30) days prior written notice to Agency. Upon request by Agency, Contractor shall furnish the original or a copy of such insurance coverage, which shall be maintained at all times during the term of this agreement. In addition to the said liability insurance, Contractor shall provide and maintain workers' compensation insurance as required by law and shall furnish a certificate to the Agency showing such coverage in effect. Confidential Page 4 of 7 3/212011 ARTICLE VI - SUB - CONTRACTING AND ASSIGNMENTS 6.1 SUB - CONTRACTING Contractor is authorized to engage sub- contractors at the Contractor's expense. Contractor shall notify Agency of the name, address, and other personal information reasonably requested by agency regarding any proposed sub - contractor, within 24 hours after Contractor retains said services. if Agency disapproves of the use of such sub - contractor, Contractor shall immediately cease to use same on Agency's account. This approval by the Agency may not be unreasonably withheld. 6.2 ASSIGNMENTS This Agreement may not be assigned without the prior written consent of the Agency. ARTICLE VII - INDEPENDENT CONTRACTOR 7.1 CONTRACTOR'S RELATIONSHIP The Contractor's relationship to the Agency in the performance of this Agreement is that of an independent Contractor. Personnel performing services under this Agreement shall at all times be under the Contractor's exclusive direction and control and shall be employees of the Contractor and not employees of the Agency. Contractor shall pay all wages and salaries and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, unemployment compensation, worker's compensation, and similar matters. Neither Contractor nor any agent or employee of Contractor shall obtain any right to retirement benefits or other benefits that accrue to employees of the Agency, Contractor hereby expressly waives any claim it might have to such rights. 7.2 EQUAL OPPORTUNITY EMPLOYER Contractor is an Equal Opportunity Employer and does not discriminate in the hiring, firing, or other employment practices engaged in by it. ARTICLE XIII - ENTIRE AGREEMENT 8.1 INTEGRATED AGREEMENT This contract is intended by the parties as a final expression of their Agreement and also as a complete and exclusive statement of the terms thereof, any prior oral or written Agreement regarding the same subject matter notwithstanding. This Agreement may not be modified or terminated orally, and no modification or any claim of waiver of any of the provisions shall be ef'f'ective unless in writing and signed by both parties.. 8.2 COMPLIANCE WITH APPLICABLE LAWS Contractor agrees to comply with all laws within the State of California governing the conduct of business, including but not related to laws pertaining to licenses, taxes, corporate regulations, and collection practices. 8.3 GOVERNING LAW Agency and Contractor agree that the law governing this Agreement shall be that of the State of California. 8.4 NOTICES TO PARTIES Any notice required under this Agreement to be given to either party may be given by depositing in the United States mail, postage paid, first - class, a notice addressed to the following: Contractor: Professional Acct. Mgt. LLC 633 W. Wisconsin Ave Suite 1600 Milwaukee, W153203 Agency: City of El Segundo 348 Main Street El Segundo, CA 90245 -3885 WHEREFORE the parties hereto have entered into the Agreement on the day and year first hereinabove written. The agreement is to be prepared in duplicate and after acceptance by the Confidential Page 5 of 7 3/712011 4 2 2 3 , 4 Agency; a duplicate copy shall be forwarded to the Contractor. Professiona' ,ccou t Manage nt Oc By: Title: v mi Title: City Manager Confidential Page 6 of 7 312t2011 ATTACHMENT A SCHEDULE OF FEES The processing fee per citation for the period of this Agreement will be based on the following options: RATE PER CITATION ISSUED: $0.95 will be the initial processing fee subject to CPI increases as described in Section 3.4 of the Agreement. Fee is applicable for parking citations generated by handheld computers and/or electronically transferred to Contractor Processing Center, and for manual parking citations processed by Contractor into the citation master file. AutoCITE COMPUTERS: (Parking) (0) AutoCITE Series X3 (0) USB Charger Unit (0) Desktop PC (monitor, keyboard, mouse and cables included) (0) Laser Printer AutoISSUE Software Full Maintenance for the term of the Agreement ADDITIONAL FEES: All Notices: 1 st Notice ,2nd Notice (Notices sent to lessees, renters, second registered owners and second addresses, or any other Notice or Letter deemed necessary) will be an additional fee of $0.35 per item (POSTAGE ADDITIONAL). An additional fee of $0.25 (POSTAGE ADDITIONAL) will be charged for any hand processing associated with any notice, letter or correspondence. The Contractor will retain fees collected for the processing of NSF checks. HABITUAL OFFENDER LETTERS: Habitual Offender Letters may be prepared at Agency request on Agency letterhead or on Parking Enforcement Center (PAM) letterhead or both, accompanied by corresponding delinquent citation information from the habitual offender hotsheet report at a rate of $1.00 per letter mailed plus postage. OUT -OF -STATE CITATION PROCESSING The fees for Out -of -State citation processing shall be forty percent (40 %) of the revenue t 2 'uA 3 received on Out -of -State citations which are paid prior to 80 days from date of issuance. DELIQUENT OUT -OF -STATE FOLLOW - UP COLLECTION PROCESSING: The fees for Out-of-State citation follow -up collection processing shall be forty percent. (40 %) of the revenue received on Out-of-State citations that become delinquent, and 80 days has passed since the issue date. The Contractor will require that the Agency execute a standard collection services agreement before undertaking any collection processing. DELINQUENT IN -STATE FOLLOW -UP COLLECTION PROCESSING: The fees for In -State citation fallow -up collection processing shall be forty percent (40%) of the revenue received on In -State citations that become delinquent, and 80 days has passed from the issue date. The Contractor will require that the Agency execute a standard collection services agreement before undertaking any collection processing. DATA CONVERSION: Conversion of data files that meet our conversion file standards will not incur any additional charges. Custom programming required to convert data files that do not meet our conversion file standards will be charged at $150.00 per hour. A MINIMUM FEE OF $12,000 PER YEAR WILL BE CHARGED. SYSTEM ENHANCEMENTS System enhancement or customization requests will be billed at the rate of $150 per hour. BACKLOG CITATION PROCESSING: All original citations, accompanied by all dispositions for the same period, defined as the backlog, will be processed by Contractor at no additional "'charge. INTERNET ACCESS WORKSTATION Licenses Agency Internet access workstation licenses include software to access database for AutoPROCESS at $100.00 per workstation. Confidential Page 7 of 7 3/212011 m UJ4'4,, ATTACHMENT B OPTIONAL CONTRACT PRODUCTS AND SERVICES WHEREAS, the City of El Segundo may desire to engage the Contractor to provide certain other products and or services that support or are otherwise related to the City's parking program. In addition to the core contract products and services stated previously, the Contractor, subject to the City's prior approval, shall provide, complete and deliver certain Optional Contract Products and Services. The City shall determine the Optional Contract Products and Services it needs to enhance the parking program. At the City's written request and/or Contract Amendment as required, and in accord with the terms herein, the Contractor shall provide such Optional Contract Products and Services. The Optional Contract Products and Services, and all related all goods, services, tasks, deliverables and work, are set forth below B.1 PROCEDURE At the City's written request, the Contractor shall deliver the Optional Contract Products and Services authorized by the City. The Contractor shall not provide any Optional Contract Products or Services until notified by the City to do so in writing. Upon receiving proper authorization, the Contractor shall implement the Optional Contract Products and Services in accordance with the implementation requirements set forth and mutually agreed upon by the City of El Segundo and the Contractor. B.2 COMPENSATION SCHEDULES The City and Contractor may adopt updated compensation schedules for Optional Contract Products and Services at any time during the contract tern. If the City desires any Optional Contract Products and/or Services, it may request the Contractor to submit an updated proposal of terms and costs for said services, including any underlying cost assumptions. Upon accepting the Contractor's updated terms and costs, the City shall issue a Project Task Order authorizing the Contractor to proceed with 4 . the delivery of said services. The City shall pay the Contractor for any Optional Contract Product or Service in accordance with the terms of this contract or the Project Task Order issued by the City. The Contractor shall provide the City with full documentation of any fees and expenses at the City's request. B.3 OPTIONAL PRODUCTS OR SERVICES City of EI Segundo may engage the Contractor to deliver certain Optional Products and/or Services in accordance with its requirements as defined herein. Such Optional Products or Services may include, but are not limited to, the following: • Parking Ticket Issuance Products /Services • Parking Ticket Processing Services • Secondary Collection Services/FTB Processing • Administrative Adjudication Services • Single Space Meters • Multi Space Meters • Meter Management Software • Any and all products or services that are provided by Duncan Solutions, its entities, related partnerships and or any subcontractors The City shall determine the Optional Products /Services it needs to enhance the parking violation program or other related municipal services. At any time during the course of this contract, the City may issue a written Project Task Order to the Contractor specifying the Optional Products/Sery ices that it requires, the compensation it agrees to pay the Contractor for said services and any other terms and conditions. As necessary, the City may also request a proposal for any of the services described herein reflecting revisions in the scope and cost specified herein. Upon accepting the City's Project Task Order, the Contractor shall deliver the Optional Services requested by the City in accord with the terms therein. Confidential Page 8 of 7 31W011