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HomeMy WebLinkAbout06. Apprv Agmt Amend w-Data Ticket, Inc. for Parking & Administrative Citation Svcs.Item CITY MANAGER TO: HONORABLE MAYOR AND MEMBERS OF THE APPROVED BY OFFICE CITY MANAGER BY: DEAN R. MILLIGAN, _ CHIEFLI DATE: SEPTEMBER 8, 2020 SUBJECT: AMENDMENT TO THE AGREEMENT WITH DATA TICKET INC. FOR PARKING AND ADMINISTRATIVE CITATION SERVICES RECOMMENDATION That the City Council approve amendment to the agreement with Data" Ticket Inc. for parking and administrative citation services; and, authorize the Mayor to execute the agreement. DISCUSSION We currently contractwith DataTicket Inc. / Revenue Experts for processing our parking citations, collecting fines and providing impartial hearing officers, Staff has negotiated an amendment to this contract that allows Data Ticket / Revenue Experts t do the same with our administrative ciations:- Because of technology changes and database access, citation processing and collection have become more efficient. _ This contract amendment also proposes lower processing fees and increased collection efforts for delinquent parking citations. Hearings and collection for administrative citations will be managed pursuant to the rules and regulations set forth in the Municipal Cade. The proposed contract has been reviewed n approved as to form y the City Attorney. COUNCILCITY I ! Fiscal Responsibility Economic Vibrancy Efficiency & Adaptability Public Engagement AMENDMENT TO THE AGREEMENT WITH DATA TICKET INC. FOR PARKING AND ADMINISTRATIVE CITATION SERVICES SEPTEMBER 8,2020 PAGE 2 Aff�! &_;= The amended contract reduces parking citation processing rates by over 30% and institutes a process to recover outstanding delinquent fines and penalties. The additional delinquent collection services are expected to increase collected fines and penalties about $230,000 the fiat year. The administrative citation efforts are self - funding and there is no projected impact to the general fund. ATTACHMENT Attachment A: Scope of Service and Performance ormance Agreement DATA 13 2603 Main Street, Sprite 300 is x . Irvine, California 92614 TICKET949-42 - 2 1 ClientServices@DataTicket.com Scope of Service and Performance Agreement These services are provided by: Data Ticket Inc. California Corporation 2603 Main Street, Suite 300 Irvine, California 92614 (here -in -after sometimes referred to as "COMPANY") City of Downey 1ooshire Avenue Downey, California 90241 there -in -after sometimes referred t "AGENCY"). Through this Scope of Service and Performance Agreement ("Agreement"), Data Wicket, Inc. intends to provide for the processing of bails, fines and forfeiture thereof, in connection with the issuance of administrative citations pursuant to AGENCY Y municipal code, other debts as specified by the AGENCY and for the issuance f parking citations pursuant to the laws of the State of California. ARTICLE I - CITATION PROCESSING 1.1 Deferral and Reconciliation: COMPANY Y shall receive and process citations from AGENCY, COMPANY will provide a reconciliation of the number of citations received frbrn AGENCY that is provided on the monthly invoice. 1,2 Determination of Processable Citations: COMPANY shall screen each citation referred to it by the AGENCY to determine if the citation is processat le. If the citation i determined by COMPANY to be unprocessable (e:g., essential processing information i missing), COMPANY shall return the citation to AGENCY for clarification. COMPANY will be paid the contractual rate hereinafter provided, for citations properly returned to the AGENCY as unprocessable. 1:3 Collection ,and Holoosit of funds: A direct deposit system shall be employed for all funds received for payment of citations. The AGENCY shall have the choice of jointly Attachment A DATA 18 2603 Main Street, Suite 300 iM Irvine,California 92614 TICKET4 -42 - 241 ClientServices@DataTicket.com owning a batik account with the COMPANY or directing the COMPANY to deposit into an AGENCY account. Deposits shall be made directly into the account by the COMPANY for the collecting AGENCY, with the exception of credit card payments made using VISA, MasterCard and Discover cards belonging to the COMPANY. These payments will be directly deposited into an account held by the COMPANY, Credit card payments are reconciled and remitted on a monthly basis to the AGENCY, but tracked on the citation management software on a daily basis. Citations paid by credit carol are marked "paid" rash -tire immediately upon ut on i n, thus affording the citizen the opportunity to make payment at any time and have the payment recognized immediately, t 4 PAYMENT- If the COMPANY deposits into an AGENCY account, the COMPANY will invoice the AGENCY for services rendered. If the COMPANY deposits into an account held jointly between the AGENCY and the COMPANY, the COMPANY shall reconcile the account the month following the banking activity„ disperse all revenue due the AGENCY, the COMPANY, any tax liability and all refunds, and send all supporting documentation to the AGENCY for its records. 1. Identification of lie Istered lfehicle Owners. COMPANY shall exert best efforts to obtain the name and address of the registered vehicle owner from the California State Department artment of Motor Vehicles (D V) and DWS nationwide, for each vehicle for which a parking citation has been issued. COMPANY PAl~ Y shall follow all procedures specified b the D V, and act consistent with the California Vehicle Code and l` V'C nationwide, when identifying registered vehicle owners: 1.6 Verification of Ciwnershi : COMPANY shall exert best efforts to identify and verify registered vehicle owners. ;such measures will take into consideration factors such as issuance of new license plates; address changes, license plate transfers to other vehicles; name changes; and the validity of plates and registration during specific time periods applicable to individual cases. 13 Deli uenc Notices for Administrative Citations: ire accordance with AGENCY'S ordinance„ delinquency notices will be sent to citizens who have not paid the fines in full. These notices will indicate future actions to be taken in order to collect the fines owed the AGENCY. 1 Franchise Tax Board Interface: Subject to AGE CY's prior written approval, the Franchise Tax Board Interagency Intercept Program will be used as the next collection step in the process. A notice merging all debts owed the AGENCY will be sent to the citizen showing the total amount due the AGENCY for Administrative and/or Parking Citations and demanding payment, If payment is not received in full, social security DATA 11 2693 Main Street, Suite 39 TICKEi�. Irvine, California 926�14 T949- 2 3- "241 numbers will be attached to each debt and the debt will be placed with the Franchise Tax Board for collections. 1.9 Delil,Hill nev Notices for l� a i w: ing Citations. In accordance with State law, COMPANY will generate and nail (presorted, first-class postage) a delinquency notice to all identified registered owners of vehicles who fail to pay their parking citation fines or to post bail; The mailed notice will include all information required by the California Vehicle Code, including, but not limited to, the following: A, The parking citation issunce date and number; 1 . The consequences of nonpayment (i.e., a hold on the vehicle registration and the imposition of penalties, towing, or issuance of possible 'warrant for their arrest); and C. The amount of fines and fees due and payable 1 . Affidavit of Non -Ownership 1,10 Re I iistration Molds; The COMPANY 3Y will provide the system and procedures and will interface with the California State Department of Motor Vehicles to place a hold on vehicle registrations having unpaid parking fine and fees due to AGENCY against those vehicle in accordance with the California Vehicle Code and any other applicable State and local lags. The notification will be given within a reasonable period of time after issuance of delinquency notice, but the the period of time will not exceed the time limits provided b State and local law. 11Removal of RegjgLation I-Io - COMPANY will provide the system and procedures and will interface with the California State Department of Motor Vehicles to remove registration holds when a registered vehicle owner satisfies the entire amount of parking citation fines, penalties, and fees due against the vehicle and establishes such payment to the satisfaction of COMPANY, Within a reasonable time of the debt being satisfied, but not to exceed any time limits provided by the Cute or local law, the COMPANY will contact the DMV to remove the registration hold. 1,12 Contested Citations: In the event a vehicle registered owner disputes the liability for the outstanding parking citation, COMPANY will advise the registered vehicle owner of his/her right to request an administrative review/hearing/court appearance. All contested citations will be forwarded to the reviewing agency, hearing administrator or Court within the time period prescribed by Mote and/or local law so that the matter can be adjudicated. (CVC section 40200.7 & 40215 or AGENCY'S Municipal Croce), 1, 13 Administrative l eviei and l earin The COMPANY may schedule administrative reviewshearings to respond to citizens wishing to contest their citations and offers the D UA 91 2603 Main Street, Sprite 300 Irvine, California 92614 TICKETs'� a . 949-42 -7241 ClientServices@DataTicket.com option to perform and administer those reviews and hearings. The COMPANY will provide a web site for appeal and toll -free numbers for contestants, correspond with contestants and notify them of decisions, maintain records of dispositions and appeal paperwork and refer all paperwork to Court as required. The COMPANY shall not be responsible for the AGENCY'S failure to provide correct or timely infraction information. The AGENCY shall be responsible to Pay the $25.00 court -filing fee if the review and administrative hearing decisions are overturned by the court. 1,14 Citations Di need of b Flearin !Court: The COMPANY Y may be required, as d result of court action, to reduce or cancel, on an individual basis, citations which have been referred to it. COMPANY shall be paid the contractual rate hereinafter provided for processing the citation regardless of the outcome of court action. COMPANY will maintain records indicating any reduction or cancellation of parking citations as a result of review/hearing/court action. Citations that are dismissed as a result o review/hearing/court decision will have the dismissal processed by the COMPANY promptly, consistent with applicable California law after receipt from the review/hearing/court. 1.15 ustaen ion of Processin t, COMPANY will suspend processing on any citation referred to it for processing upon written notice to do so by an authorized officer of the AGENCY. Y. COMPANY will promptly return any citation or facsimile properly requested by the AGENCY. COMPANY Y will maintain records indicating any suspension of citation as a result of AGENCY'S a request. COMPANY shall be paid the contractual rate hereinafter provided for processing the citations suspended by the AGENCY, 1.16 Pa rr ents by U.S, Mail: It is the citizen's responsibility to ensure that payments are received on or before the date due. The date on which payments are received b the COMPANY will be the criteria to establish any delinquent fees due. 1 17 Citation System 1 faster File U date, COMPANY will regularly update the citation master file for new citations, payments, reductions, cancellations, dismissals and any either pertinent data: ARTICLE 1- PAYMENT PROCESSING 2,1 ibis ositian Processirr COMPANY will maintain all citation dispositions for a rninimum of three () years, or longer' if required by state or local law. Closed citations will remain on-line for a rr inimurn of three (3) years for research and statistical purposes. 2. Pa rrrents Processin COMPANY shall process citation payments on a regular -4— DATA 11 2603 Main Street, Suite 300 Irvine, California 92614 TICKETire,. 949-428-7241 ClientServices@DataTicket.com basis, Payments shall be immediately posted in one (1) of three () following categories; "Regular Payments" are citations with the correct amount due, paid on or before the due date. This includes payments properly complying with the first Courtesy Notice, "Partial Payments" are citations paid after the due date or those where payment is less than the total amount due. "Appeal bequests" including payment are all requests for administrative/court hearings. These requests are sorted so that the payment submitted is immediately posted, an appeal hold is placed on the citation and if needed the original citations and backup documents are retrieved for the appeal to be heard, 23 Miscellaneous 'Letters Price sin t COMPANY will receive and review all miscellaneous correspondence., These are generally letters requesting meter checks, refunds, voids, or otherwise setting forth complaints. These letters will be researched b COMPANY and may be forwarded to the AGENCY for proper follow-up. 2.4 E tohin Procedures'. COMPANY shall maintain effective procedures of internal control, Such procedures shall involve reconciliation of all payments received using generally accepted accounting principles. ,After proper reconciliation, deposit slips shall be prepared for and deposits node at the appropriate bank, including an itemized listing of all batch numbers included in the deposit. The batch of citation payment documentation shod then be shred in a file room, for a period of three () years. 2.5 Cash Payments, COMPANY shall maintain an effective method of handling cosh payments. All cash received through the mail, shall be logged in a cash journal. Thereafter, effective internal control procedures shall be implemented to reconcile such payments using generally accepted accounting principles. 2.6 Deposits: All deposits shall be rna e daily, subject to regular banking hours, Deposits shall be itemized and detailed information will be captured regarding submitted funds, Deposit t slips shall be prepared in duplicate, allowing one (1) copy for the bank and one () copy for the COMPANY, If the bank account is held jointly; COMPANY shall perform all reconciliation, refunds and cut all checks. This information shall be available for AGENCY review. Deposits shall be directly deposited'into the AGENCY's designated bank account, either jointly held with the COMPANY or individually held by the AGENCY, If the AGENCY holds the account individually, it will supply deposit slips and an endorsement stamp to COMPANY. In this case, COMPANY shall only have the capability to make deposits on behalf of the AGENCY: -5— DATA 18 2603 MainStreet, Bathe 300 TICKETi� . Irvine, California 926�1 99-23- 2`I ClientServices@DataTicket.com 2.7 revenue Report: A monthly revenue report will list all revenues received during the preceding month, This report will also provide information regarding the AGENCY'S responsibility to the County for the Jail and Court fund as required by Sections 40200.3 (a) of the California Vehicle Code and any other relevant taxes due. ARTICLE III T 3.1 Citation am ernent Web Site: The COMPANY offers a web site for AGENCY review of its database, including all citations and information relating to changes in status. 3.2 CitizenWeb Site Access: When the AGENCY has web site access, citizens who receive citations will be able to access the web site to review their individual citations, pay on -lire and appeal on-line. 3.3 bleb Site Interaction' The 'web site may be "view only" or "interactive", for the AGENCY depending on requirements of the AGENCY. 3A Web Site lie ear s; Web site reports are available to the AGENCY on a daily, (2 ti) schedule. 3.5 Web Site Use: User Ii 's and passwords will be assigned to the AGENCY, "IC IV - GENERAL .'l Public In iri : The COMPANY will respond to reasonable inquiry by telephone or letter of a non -judicial nature. Inquiries of a judicial nature will be referred to the AGENCY for determination, 4.2 COMPANY Limitations: COMPANY will not take legal action or threaten legal action against a CITIZEN in any :specific case without AGENCY'S prior written approval. 4.3 Cise of A roved Forms- AGENCY lull have the right to approve all forms, , delinquency notices: and correspondence sent by the COMPANY to CITIZENS, These must conform to State and local law.' DATA IS 2603 Main Street, Suite 300 Irvine, California 9�14 TICKETi x . 949-428-7241 ClientServices@DataTicket.com .4 Books and records: COMPANY will maintain consistent with the requirements of the State and local laws, adequate books or records for parking citations issued within the AGENCY'S jurisdiction and referred to COMPANY Y for processing. Such books or records, and related computer processing data, shall be available for inspection and edit the by AGENCY upon its request and will be made available within a reasonable time of the request, not to exceed 7 days from the date of the request by the AGECNY. Copies of such documents shall be provided to the AGENCY for inspection at the AG CY's address indicated for receipt of notices in this Agreement when it is practical to do so Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CO PA IY''s address indicated for receipt of notices in this Agreement. _. 4.5 C wnershin: Except as provided by State and local law, all reports, information, and data, including but not limited to computer tapes, discs, or files furnished or prepared by the COMPANY or its subcontractor (collectively the "Materials") are and ;shall remain exclusively the sole property of COMPANY, and the AGENCY shall acquire no right or title to said Materials. All computer software and systems, related automated and manual procedures, instructions, "computer programs, and data storage media containing same, and written procedures performed hereunder (collectively the "System") are and shall remain exclusively the sole property of COMPANY, and the AGENCY shall acquire no right or title to said Systems. The AGENCY is entitled to keep and use any reports and data it may reasonably need to administer its parking citation program during or in the event of termination of this Agreement. In the event this Agreement is terminated by either party, the COMPANY will be required to cooperate with the AGENCY in obtaining all data and reports necessary to assume administration of the program or contract with another company to administer the prograrn. 4;6 Prra ert of A� 1CY All documents, records, discs, files and tapes supplied by AGENCY to COMPANY in performance of this Agreement are agreed to be and shall remain the sole property of AGENCY. COMPANY agrees to return same promptly to AGENCY no later than sixty (0) days following notice to the COMPANY, The AGENCY shall make arrangements with COMPANY" for the transmission of such data to the AGENCY upon payment to COMPANY for the cost of copy and delivery of such information from COMPANY'S computer facilities to AGENCY'S designated point of delivery. 4.7 Confidentiality: In order to enable COMPANY to carry out its work hereunder, CWPA iY may under certain circumstances be required to share with AGENCY'S employees information contoured in Materials and Systems (collectively the — DATA N 2603 Main Street, Suite 300 TICKEii . ire,California92614 T4 -42 -7241 "CONFIDENTIAL DATA"). AGENCY agrees that the information contained in CONFIDENTIAL DATA and marked in writing as "CONFIDENTIAL", "PROPRIETARY" or similar language as to give notice to AGENCY or its employees notice of its confidential nature when submitted to ;AGENCY by COMPANY, shall be retained by AGENCY in the strictest confidence :and shall not be used or disclosed in any form, except with prior written consent of AGENCY in accordance with Paragraph 4.8. AGENCY recognizes that irreparable harm could be occasioned to the COMPANY by disclosure of CONFIDENTIAL 'IDENTIAL: DATA which is related to its business and that COMPANY may, at sole expense, seek to protect such CONFIDENTIAL. DATA by enjoining disclosure. However, AGENCY" is not required to maintain "CONFIDENTIAL DATA" confidential and may disclose CCN"IDENTIAL. DATA in its sale discretion if disclosure is required by federal, State or local law, the California Public Records .Act, to comply with the Ralph M. Brown Act, or by subpoena or court order. There disclosure of CONFIDENTIAL DATA is required to be disclosed by AGENCY pursuant to Federal, State or Racal law, or to comply with the California Public Records Act or the Ralph M. Brown Act, or as required by subpoena or court order, the AGENCY may make such disclosures in its sole discretion. 4.8 Consent For Disclosure: No CONFIDENTIAL prepared by COMPANY or its subcontractors, successors, officers, employees, servants, or agents shall be made available to any individual or organization without the prior written approval of AGENCY other than individuals or organizations who are reasonably necessary" to properly effectuate the terms and conditions of this Agreement. This Rion -Disclosure obligation shall survive the termination of this Agreement. 4.9 COMPANY files: COMPANY shall maintain master files on citations referred to it for processing under this Agreement. Such files will contain records of payments, dispositions, and any other pertinent information required to provide a reasonable audit trail. COMPANY shall not disclose to any third party any confidential information contained in any citation obtained from the AGENCY. ,10 Ct era e for AGENCY: A. COMPANY agrees to store original citations for the current year, plus two (2) years, at which time they will be returned to AGENCY, COMPANY will have such information available on the citation management system for a reasonable tinge period to permit AGENCY retrieval of such information, B. Subsequent to any termination of the Agreement, COMPANY will return a file containing all data belonging to the AGENCY". - DATAII 3 Main Street, Suite 300 Irvine* California 92614 TICKET94 -4 -r 41 ClientServices@DataTicket.com ARTICLE . ADDITIONAL SERVICES 5.1 tither Collections: COMPANY shall retain a percent of payments for delinquent citations that have been processed in accordance with the current Agreement, and meet the following criteria. A, Delinquent parking citations. those citations so designated by the AGENCY, for which the California State Department of Motor Vehicles registration hold has been placed or dropped because of a transfer of ownership or non -renewal of registration or a registration hold has not been placed, but the normal daily processing cycle is complete, B, Citations with out -cif -state license plates that have gone through the first courtesy notice process without payment. C. Any other problem or special citations that the AGENCY so designates and refers to COMPANY under this Agreement, 5.2 Postal Rate Increase:: The COMPANY will maintain auditable records to document the PANY'S actual postage costs associated with the mailing of delinquency notices for unpaid citations and for other mailings related to the processing of correspondence. If there is a postal increase, that increase will be invoiced effective on the date that the postal rate increase goes into effect. TICS I REPORTS .1 Periodic Re arts., COMPANY Y will submit reports to AGENCY the month following the :Month in which activity has been reported, The reports will track activities relating to performance under this Agreement, Among the reports which COMPANY may/will generate are the following A, Report of Revenue Collected for Period Ba Report for Citations Issued for Period C, A balanced summary report for issuing AGENCY providing the status of all citations at the beginning of the period, current period activity, and at the end of the period, D� A report for issuing AGENCY identifying registered vehicle owners with five (5) or more outstanding parking citations. A report for issuing AGENCY identifying the citations issued, location, violation, and officer. 6.Annual Re art : Annually, COMPANY shall comply with CVC section 40200.3 (b) ARTICLE 01 - TERM OF AGREEMENT AND ADDITIONAL VICE DATA 13 603 Main Street, Suite 300 hH. Irvine,California 92614 TICKET- -7 1 7A Term and Renewals: This Agreement sell be for an initial period of five () years, commencing as of the last date of signature. Unless notice of termination is made in writing by either party to the other no less than'sixty (g) days prior to the end of the current terra, this Agreement shall automatically renew for three (3) subsequent one (1) year periods for a total of eight () years. In conjunction with this automatic extension of the terms of this Agreement, COMPANY may give notice of reasonable price adjustments for its processing service. If the COMPANY seeks a reasonable price increase at the time of the automatic renewal,. the COMPANY Y must give written notice of the price changes 60 days prior to the termination of the current term of the Agreement, The AGENCY has thirty 30) days to respond in writing to the purposed increase, Unless AGENCY COY give notice in writing of its rejection of these price adjustments, the term shall e extended with those price adjustments as stated. If the AGENCY gives notice of its rejection of these price adjustments within the requisite thirty () day response period, the term of the Agreement shall not be extended and the Agreement shall automatically terminate. 7.2 Cancellation: Upon d material breach or upon sixty ( ) days written notice to COMPANY, the AGENCY may cancel or terminate this Agreement for any reason, with our without cause. 73 xxclusivif: AGENCY agrees to utilize only the services of COMPANYfor services during the term of this Agreement for the processing- of parking and administrative citations referred to above. AGENCY agrees during the terra of the Agreement to not knowingly directly or indirectly assist a competitor of COMPANY in the performance of the services provided by COMPANY under this Agreement, 7A Cost, Please see Exhibit A for the Parking Cost Proposal and Exhibit E for the Administrative Cost Proposal all associated costs. 7.5Default: Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within fifteen days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default; provided, however, the injured party 10 DATA 11 2603 Main Street, Baits 300 i . Irvine, California 92614 TICKET949-428-7241 ClientServices@DataTicket.com shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein, In the event that a default of any party to this Agreement may remain uncured for more than fifteen (t S) days following written notice, as provided above, a "breach" shall be deemed to have occurred: In the event of a breach, the injured party shall be entitled to terminate this agreement or to seek any appropriate remedy or damages by initiating legal proceedings: ARTICLE mill - CLAIMS ACTIONS .1 AGENCY Coo eration In the event any claim or action is brought against COMPANY relating to COMPANY'S performance or services rendered under this Agreement, COMPANY" shall notify the AGENCY, in writing„ within ten (10) days, of said claim or action. 8.2 Nola Harmless.` COMPANY AND AGENCY agree to the following hold harmless clauses. A. _COMPANY agrees to indemnify, defend, and hold harmless the AGENCY and its officers and employees against all claims, demands, damages, casts, and liabilities arising out of, or in connection with, the performance by COMPANY or any of its officers, employees, or agents under this Agreement, including, but not limited to, those arising from the COMPANY'S failure to maintain confidential any confidential information contained in any citations provided by the AGENCY, excepting only Mass, injury, or damage caused solely by the negligent acts or omissions of AGENCY or any of its officers or employees S. AGENCY agrees to indemnify, defend, and hold harmless the COMPANY and its officers and employees against all claims, demands, damages, costs, and liabilities for kiss, injury, or damage caused solely by the negligent acts or omissions of AGENCY or any of its officers or employees arising out of, or in connection with, the performance finder this Agreement. ARTICLE IX - SUBCONTRACTORS AND ASSI S 9,1 Subcontracting: With AG NCY's prior written consent, COMPANY is authorized to engage subcontractors, , as permitted by lams at COMPANY'S own expense, and subcontractors shall be deemed agents of COMPANY. 9. A si nme : This Agreement may not be assigned without the prior written consent of the AGENCY, It is understood and acknowledged by the parties that the COMPANY" 11 DATA 13 2603 airs Street, Suite 300 TICKEIlk. Irvine, California 2 1 T- 2 -72 1 is uniquely qualified to perform the services in this Agreement..: ARTICLE - INDEPENDENT CONTRACTOR 10.1 COMPANY'S RelationshlCOMPANY'S relationship to AGENCY in the performance of this Agreement is that of an independent contractor. personnel perforating services under this Agreement shall at all times be under COMPANY'S exclusive direction and control and shall be employees or subcontractors of COMPANY and not employees of the AGENCY. COMPANY shall pay all wages and salaries and shall be responsible for all reports and obligations respecting there relating to social security, income tax withholding; unemployment compensation, worker's compensation, and similar matters. Neither COMPANY near any officer, agent, or employee of COMPANY shall obtain any right to retirement benefits or other benefits which accrue to employees of AGENCY, and COMPANY hereby expressly waives any claim it might have to such rights. ARTICLE- INSURANCE (A) Time for QoMpliance. COMPANY shall not commence the Services under this Agreement until it has provided evidence satisfactory to AGENCY that it has secured all insurance rewired cinder this section, In addition, COMPANY shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to AGENCY that the subcontractor has secured all insurance required under this. section. AGENCY reserves the right to modify these requirements, including limits, based on the mature of the risk, prior experience with insurer, coverage or other special circumstances. () Minimum Re ulrements: COMPANY shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries is persons o damages to property which may arise from or in connection with the performance of the Agreement by the COMPANY, its agents, representatives, employees or subcontractors. COMPANY shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: () Minimum Soo e of Insurance: (1) Commercial General Liability (C L): Insurance Services Office Form CCU Cao 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; {} Automobile Liability: Insurance Services Office dorm Number CA 0001 covering Code 1 (any autos) or if 1 DATA 11 2603 Main Street, Suite 300 Irvine, California 92614 TICKETis s . 949.428- 24 ClientServices@DataTicket.com COMPANY owns no autos, Code 8 (hired) and 9 (non -owned); and (3) Workers' Compensation : porkers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance: (2) Minimum Limits of Insurance: COMPANY shall maintain limits no less than: (1) Commercial General Liability (CGQ: No less than $2,000,000 per occurrence and four million dollars ( 4,000, 0) in the aggregate , for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement (ISO CCU 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit, (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4)Employer's Liability: Employer's Liability limits of no lass than $2,000,000 per accident for bodily injury or disease. Employer's Liability coverage maybe waived by the AGENCY if AGENCY received written verification that COMPANY has no employees. (C) Professional Lia flit Errors & Omissions : COMPANY shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (Ea) years following completion of the Services errors and omissions liability insurance appropriate to its profession, Such insurance shall be in an amount not less than 2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. If COMPANY maintains broader coverage and/or higher limits than the minimum shown in this Agreement, AGENCY requires and shall be entitled to the broader coverage and/or higher limits maintained by the COMPANY. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to AGENCY, (i) ssions Insurance: if appropriate to the CO PA Y's profession and work hereunder„ with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the COMPANY in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion n and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring -13— Main Street, Suite 300 iFK Irvine, California 14 TICKET4 -4 41 ClientServices@DataTicket.com expenses with limits sufficient is respond to these obligations, a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property' of AGENCY in the care, custody, or control of the COMPANY, if not covered ender COM ANY's liability policy, such "property" coverage of AGENCY may be endorsed onto COMPANY's Cyber Liability Policy as covered property as follows; b. Cyber Liability coverage in an amountsufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of AGENCY that will be in the care, custody, or control of COMPANY. c. The Insurance obligations under this Agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to COMPANY, or ) the minimum Insurance requirements shown in this Agreement, Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to AGENCY, No representation is maple that the minimum Insurance requirements of this Agreement are sufficient to cover the indernnity or other obligations of COMPANY under this Agreement. (E) If COMPANY maintains broader coverage e and/car higher limits than the minimum shown in this Agreement, AGN YC requires and shall be entitled to the broader coverage and/or the higher limits maintained by COMPANY. Any available' insurance proceeds in excess of the specified minimum limits of insurance and coverage shall b available to AGENCY. (`) Insurance Endorsements: The insurance policies shall contain the following provisions, or COMPANY shall provide endorsements on forms approved by AGENCY to acid the following provisions to the insurance policies: (C) Additional Insured Status: The Commercial General Liability policy shall be endorsed to state that. (t) the AGENCY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the Services performed by or on behalf of COMPANY, MANY, including materials, parts or equipment furnished in connection with such Services; and () the insurance coverage shall be primary insurance as respects the AGENCY, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of COP ANY's scheduled underlying coverage:' Commercial -14— DATA 2603 Main Street, Suite 300 spa. Irvine,California 92614 TICKET949.428-724`t ClientServices@DataTicket.com General Liability insurance coverage may be provided in the form of an endorsement to CMPA IY's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CMG 2 10, CG 20 26, CG 20 33 or C G 20 33; and CG 20 37 forms if later revisions are used). (l) Waiver of ubro ation- COMPANY iY hereby grants to AGENCY a waiver of any right to subrogation which any insurer of said COMPANY may acquire against AGENCY by virtue of the payment of any loss under said insurance policies set forth herein. COMPANY agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not AGENCY has received a waiver of subrogation endorsement from the insurer: l All sera Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with 30 May's written notice by certified mail, return receipt requested to AGENCY; and ( ) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to AGENCY, its directors, officials, officers, employees, es, agents and volunteers. (J) For any claims related to this Agreement, MPA lY's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to AGENCY, its directors, officials, officers, employees, agents and volunteers. Any insurance or self -Insurance maintained b AGENCY, Y, its directors, officials, officers, employees. agents and volunteers shall be excess of C O PA iY's insurance and shall not be called upon to contribute with it in any way. (I) e oration of lrrtsureds Flo ecial L imitations: All insurance required by this Paragraph shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the AGENCY, its directors officials, officers, employees, agents and volunteers. (L) Deductibles and Self-insurance Retentions: Any deductibles or self -insured retentions must be declared to and approved by AGENCY. AGENCY may require COMPANY to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs 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 AGENCY, (M) Acre tal ilit of Insurers: Insurance is to be placed with insurers with a current 1 DATA 2603 Main Street, Suite 300 TICKEs it. Irvine, California 926"14 T94 -428- 241 ClientServices@DataTicket.com A,M. Sest's rating no less than :Vll, authorized to do business in California, and satisfactory to the AGENCY. Verification of C vera COMPANY shall furnish AG C Y with original certificates of insurance, including all required amendatory endorsements (car copies of the applicable policy language effective coverage required by this provision) and a copy of the declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to AGENCY before the commencement of work under this Agreement. However, failure to obtain the required documents pricer to the commencement of work under this Agreement shall not waive COMPANY's obligation to provide therm to AGENCY. AGENCY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. (0) Claims -Made policies: if any of the policies provide coverage on a claims -made basis (i) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (ii) insurance must be maintained and evidence of insurance must be provided for at least five () years after completion of the Services provided under this Agreement; (ii ) if coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective ante of this Agreement or the date word commences under this Agreement, whichever is earliest, COMPANY Must purchase extended reporting coverage for a minimum of five () years after completion of the Services under this Agreement. ARTICLE 1 — SECY REQUIREMENTS 12.1 Securit provisions: AGENCY agrees to follow all defined security requirements including but not limited to: A) All AGENCY employees who are provided access to services provided by COMPANY must complete a background check and must complete annual security awareness trainings. S} All AGENCY employees must sign security agreement documents subject to the source state of the information being obtained by DMV entities. C AGENCY must inform COMPANY within 24 hours of an AGENCY employee with access to COMPANY services leaving their role. -1 DATA 16 2603 Main Street, Suite 300 TICKEjw. Irvine,California 92914 T49-42 -7241 ClientServices@DataTicket.com D} AGENCY must inform COMPANY Y of any breach of information within 24 hours, so the appropriate government agencies can be notified of the breach. E) AGENCY understands and agrees that security requirements may change and be updated to reflect the most current security requirements of the government agencies we work with to obtain vehicle registered information. ) AGENCY understands that evidence of the security requirements may be requested to comply with COMPANY audit requirements of the governmental agencies we work with. C j AGENCY understands and agrees that access to confidential registered owner information may be immediately restricted or terminated if any of the mandatory provisions above are found to be violated or abused. ARTICLE 111ENTIRE 13.1 Irate rued A reer rent. This contract is intended by the parties as a find expression of their Agreement and also as a complete and exclusive statement of the terms thereof, any prier oral or written Agreement regarding the sane subject matter notwithstanding. This Agreement may not be modified or terminated orally and no modification or any claim or waiver of any of the provisions shall be effective unless in writing tint and signed by both parties. 13.2 Law A livable: This Agreement shall be construed in accordance with the taws of the Mate of California. 13.3 Notice toParties: Any notice required under this Agreement to be given to either party may be givers by depositing in the united Mates mail, postage prepaid, first-class, addressed to the following. -17— DATA 13 2603 MainStreet, Suite 300 TICKEslu. Iren e, California 26 T- 23-" 2 1 ClientServices@DataTicket.com AS TO THE AGENCY, City of Downey Brookshire Avenue Downey, California 90241 AS TO THE COMPANY Data Tibet, Inc. California r r tiC 263 Main Street, Suite 300 Irvine, California 92614 IN WITNESS a WHEREOF, , the parties hereto have entered into this Agreement as of the day and year last written below. AGENCY: CITY OF DOWNEY COMPANY: DATA TICKET INC. Signature- Signature: Print Name: Blanca Pacheco Print lame: `t. �. �� °_. � .s� ...� . w r Titles Mayer Title: Date: Date. ATTEST: CITY CLERK APPROVED AS TO FORM: Y ATTORNEY