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HomeMy WebLinkAbout2002-08-05 City Council (15)TO: City of Polo ALto C ty Manager’s Report HONORABLE CITY COUNCIL .2 FROM:CITY MANAGER DEPARTMENT: POLICE DATE:AUGUST 5, 2002 CMR:351:02 SUBJECT:APPROVAL OF AMENDMENT TO CONTRACT #C2133010 BETWEEN THE CITY OF PALO ALTO AND THE CITY OF INGLEWOOD TO INCREASE THE CONTRACT AUTHORITY FOR PARKING CITATION PROCESSING SERVICES FOR THE FIRST YEAR BY $22,600 AND TO SET THE AMOUNT OF THE CONTRACT FOR EACH SUBSEQUENT YEAR OF THE AGREEMENT IN AN AMOUNT NOT TO EXCEED $55,000 RECOMMENDATION Staff recommends that the City Council 1) authorize the City Manager to execute the attached amendment to Contract #C2133010 with the City of Inglewood for parking citation processing that increases the contract amount by $22,600 to a maximum of $77,000 for the first year; 2) authorize the amount each subsequent year of the agreement in an amount not to exceed $55,000. BACKGROUND Since 1992, and as a result of two separate request for proposal (RFP) processes, the City has had an agreement with the City of Inglewood for the processing of parking citations. During the last RFP process in 2001, three vendors submitted proposals. The City of Inglewood submitted the only proposal that met the criteria that had been established for selection. The criteria included the vendor’s experience, ability to provide on-line Department of Motor Vehicle services, ability to track and update parking violations from the City’s administrative review process, the ability to meet the City’s cash handling procedures, the provision of an audited financial statements, and cost to provide services. As a result, on August 6, 2001, Council approved a multi-year agreement with the City of Inglewood and authorized the City Manager to renew the contract for up to four Consecutive one-year terms (CMR:314:01). While Council approved funding in the amount of $ 55,000, the amount was inadvertently not included on the agreement. CMR:351:02 Page 1 of 4 DISCUSSION The initial amount of the agreement was based on the actual number of parking citations processed in the previous year. Process costs for parking citations are calculated on a per cite basis. However, during FY 2001-02, the Police Department issued significantly more parking citations compared to the previous year, largely due to the addition of a new Parking Enforcement Officer. As a result, the costs associated with the first year of the agreement have exceeded the Original estimate of $54,400 by $22,600. Police Department staff worked with the Purchasing Division to increase the contract authority to cover additional costs; however, a misunderstanding by staff about City procedures resulted in this contract amendment coming to Council’s attention after the closing of the 2001-02 fiscal year budget. Staff is recommending that Council approve an additional $22,600 in expense for the first year of the agreement. Funding is available in the Police Department’s operating budget, as a result of the cancellation of a contract for the attendant parking lot. At the time the contract was presented to Council for approval, the recommendation was for authorization for the first year of the contract in the amount of $54,400. However, no mention was made of the amount for subsequent years in the event staff elected to extend the terms of the contract. To further complicate matters, the contract document for the first year was silent as to the "amount not to exceed." Staff is recommending that Council approve an amount not to exceed $55,000 for each of the subsequent years. RESOURCE IMPACT Funds in the amount of $22,600 for the increased contract authority for the first year amendment are available in the Police Department’s 2001-02 budget. Since the fiscal year closing is in progress, staff is holding the funds pending Council approval of this contract amendment. As the table below indicates the revenue associated with parking citations for FY 01-02 was $120,000 more than the originally budgeted $1,400,000. CMR:351:02 Page 2 of 4 1999-2000 2000-01 2001-02 Parking citations issued 44,610 53,341 55,420 Revenue generated $1,181,162 $1,348,076 $1,521,720 Contract expense $53,826 $59,664 $76,753 Staff will be closely monitoring parking citation activity in the second year of the agreement and will return to Council as part of the mid-year to increase the contract authority and add funding, if needed. At that time, staff will be better prepared to estimate the 2002-03 year-end costs for parking citation processing. POLICY IMPLICATIONS This report does not represent any change to existing City policies. ENVIRONMENTAL REVIEW This program is not a project as defined by the California Environmental Quality Act (CEQA) and is not subject to CEQA requirements. ATTACHMENTS Attachment A: Contract Amendment Attachment B: CMR:314:01 PREPARED BY: LESLIE JENNINGS Police Administrator CMR:351:02 Page 3 of 4 DEPARTMENT HEAD: CITY MANAGER APPROVAL: Chief of Police EMIL~" HARRISON Assistant City Manager CMR:351:02 Page 4 of 4 AMENDMENT NO. ONE TO AGREEMENT NO. C2133010 BETWEEN THE CITY OF PALO ALTO AND THE CITY OF INGLEWOOD FOR NOTICEOF DELINQUENT PARKING VIOLATIONS SYSTEM-ONLY SERVICES This Amendment No.One to Agreement No. C2133010 ("Agreement") is entered into , by and between the CITY OF PALO ALTO ("CITY"), and the CITY OF INGLEWOOD, a charter city in the state of California ("INGLEWOO~’). RECITALS: WHEREAS, Agreement No. C2133010 was entered into between the parties for .utilization of INGLEWOOD’S computerized parking violations systems, including software, to process parking violations issued by CITY’s Police Department for illegal parking in the City of Palo Alto inaccordance with applicable state, county and municipal laws; and WHEREAS, the parties wish to amend the Agreement to specify a maximum limit to the compensation for those services in each year of the contract term; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provi£ions of tbis Amendment, the parties agree: SECTION i. Article 5.0 entitled "COMPENSATION" is hereby amended, to read as follows: 5.1 In consideration of Inglewood’s performance of its obligations under this Agreement, including the mailing of any Notice of’ Delinquent Parking Violation ("Notice"), and the provision of access to the System and related parking violation services during the term of this Agreement, City agrees to compensate Inglewood in amount not to exceed Seventy-Seven Thousand Dollars ($77,000) for initial term o~f this agreement and the sum of Fifty-Five Thousand Dollars ($55,000) for each annual extension thereafter. The amount of compensation will be calculated in accordance with the rate schedule and terms set forth in Exhibit "B" up to a maximum amount set forth in this section. 5.2 At the end of each month, Inglewood shall invoice City for services rendered in the preceding month. Such 020801 sd10044167 follows: invoices shall be accompanied by any documentation as may be requested by City. City agrees to pay such verified invoices within thirty (30) calendar days of receipt. Any and all costs to be billed to and paid for by City shall to the extent possible be verifiable by receipts or other written documentation.City reserves the right to inspect and copy any such records, reports, receipts, or other documentation substantiating such costs during the regular business hours of Inglewood. Inglewood, at its sole option, may assess finance charges in an amount not to exceed 1-1/2% per month on undisputed outstanding unpaid balances of over 90 days. SECTION 2. A paragraph 11.9 is hereby added to read as This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminated without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are ~only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This paragraph 11.9 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. 2 020801 sdl 0044167 CITY OF PALO ALTO CITY OF INGLEWOOD Mayor ATTEST: ATTEST: City Clerk APPROVED AS TO FORM: City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney City Attorney Director of Administrative Services Polic~ Chief Risk Manager 3 020801 sd10044167 CERTIFICATE OF ACKNOWLEDG~4~NT (Civil Code § 1189) STATE OF COUNTY OF ) ) ) On notary public in and for , before me, the undersigned, a said County, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the <person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 4 020801 sdl 0044167 TO: City of P |o Alto Manager’s Rep.or HONORABLE CITY COUNCIL FROM:CITY MANAGER "DEPARTMENT: , POLICE DATE: SUBJECT: " AUGUST 6, 2001 CMR:314:01 APPROVAL OF AN AGREEMENT IN THE AMOUNT OF $54,400 WITH THE CITY OF INGLEWOOD FOR PARKING CITATION PROCESSING RECOMMENDATION Staff recommends that Council authorize the Mayor to execute the attached Agreement with the City of Inglewood in an amount not to exceed $54,400 for the handling and processing ofparldng violations. The first year of the agreement is for eleven months to enable staff to get on a fiscal year cycle, with an option for extensions up to four consecutive one-year terms. Funds for the current year are included in the Police Department’s 2001-2002 budget. Agreements for subsequent years would be based upon Council approval of funds. BACKGROUND Since September 1992, the City has contracted with the City of Inglewood for the handling of parking citations. In 1996, the City renewed a five-year agreement with the City of Inglewood. This agreement expired in April 2001. A Request for Proposal (RFP) was developed and staff had planned on sending it to potential vendors prior to the expiration date. However, due to staffing turnover in the Purchasing Division of the Administrative Services Department, there was a delay, in the distribution of the RFP. As a result, staff recommended and Council authorized a 90-day extension. Staff recommended the extension of the agreement to allow potential vendors enough time to develop and submit proposals and to allow staff adequate time to evaluate the proposals. DISCUSSION Vendor Selection Process CMR:314:01 Page 1 of 3 Police, Administrative Services, and City Attorney staff prepared a RFP for the processing of notices of parking violations. Specifically, the RFP requested vendors to submit proposals for services including: generation of delinquent parking violation notices, identification of registered owners, and placement and removal of vehicle registration holds. Seven potential vendors were identified. Requests for proposals were sent to these vendors on April 10, 2001. Vendors were given four weeks to respond to the RFP. Due to past experience of receiving only a small number of proposals for this service, staff personally contacted the majority of the vendors and encouraged them to submit proposals. Proposals were received from three vendors. (See Attachment A.) An Evaluation Committee comprised of four representatives from Police and Administrative Services Departments reviewed and ranked the proposals. The Evaluation Committee selected the City of Inglewood. Special emphasis was given to the following criteria: the contractor’s experience, ability to provide on-line Department of Motor Vehicle services, ability to track and update parking violations from the City’s administrative review process, the ability to meet the City’s cash handling procedures, the provision of an audited financial statement, and cost to provide services. (See Attachment B.) RESOURCE IMPACT The funds for this agreement in the amount of $54,400 are in the Police Department 2001- 2002 budget. Staff is proposing that the first year of the agreement be for eleven months only. This will allow for the agreement to follow the fiscal year cycle and will be much easier to budget for. Staff is recommending the additional option years due to minimal cost increases agreed upon by the City of Inglewood and the history of a lack of qualified vendors who have responded to proposals. The new agreement represents an increase of $.25 fiat rate per citation over the per citation cost that has been in place for five years. Additionally, in prior years, the telecommunications link costs have been a modem link costing about $384 per month. Under the new agreement a frame relay crnnection to the LAN will reduce the cost by $200 per month. POLICY IMPLICATIONS This report does not represent any change to existing City p.olicies. CMR:314:01 Page 2 of 3 ENVIRONMENTAL REVIEW This program is not a project as defined by the Califomia Environmental Quality Act (CEQA) and is not subject to CEQA requirements. ATTACHMENTS Attachment A: Attachment B: Agreement PREPARED BY: Vendor Response Evaluation Form/Criteria DAVID A. DUDLEY Supervisor of Police Services DEPARTMENT HEAD: PATRICK DWYER Chief of Police CITY MANAGER APPROVAL: HARRISON Assistant City Manager CMR:314:01 Page 3 of 3 ATTACHMENT A .VENDOR Cardinal Tracking, Inc. City of Inglewood Clancy Systems Enforcement Technology, Inc Lockheed Martin, IMS Phoenix Group Information Sys. Turbo Data System, Inc COMMENTS Did not submit proposal. Submitted proposal. Did not submit proposal. Submitted proposal. Did not submit proposal. Said could not be competitive Did not submit proposal. Submitted proposal. COSTS $1.35 per cite plus postage* $1.60 manual processing $1.00 per cite plus postage and 35% of follow,up revenue collected for out- of-state vehicles $1.35 per cite $1.35 manual processing and 35% of amount collected for Out-of-state processing Staff negotiated a progressively lower rate than offered in the proposal submitted based a 5 year contract. $1.20 flat rate per cite for the first eleven months. $1.30 flat rate per cite for the second year. $1.35 flat rate per cite for the third year. CPI increases the fourth and fifth years. (CPI capped at 3.5% despite what market will bear.) AGREEMENT BETWEEN THE CITY OFHNGLEWOOD AND THE CHTY OF.PALOALTO FOR NOTHCE OF DELHNQUENT PARKHNG VHOLATHONS SYSTEM-ONLY SERVHCES This Agreement, dated , 2001, is made andentered into by and between the City of Inglewood, a charter city of the state of California ("Inglewood") and the City of Palo Alto, ..a charter city of the state of California ("City"). RECHTALS WHEREAS, City wishes to utilize Inglewood’s computerized parking violations system, including software, ("System") to process parking violations issued by City’s Police Department for illegal parking in the City of Palo Alto in accordance with applicable state, county and municipal laws~ WHEREAS, City requested proposals for parking citation services, and Inglewood has submitted a proposal which City staff. has determined meets Cfty’s.parking citation services criteria; and WHEREAS, Inglewood wishes to allow City to utilize the System to perform certain parking violation handling services, but excluding any services directly related to the collection of monies due and owing to ~City on account of unpaid "notice of parking violations" (individually, "Cite" and, collectively, "Cites"), the handling of delinquent Cites through judicial procedures, or the rendering of customer~services, under terms and conditions mutually acceptable to the parties; NOW, THEREFORE, in consideration ofcovenants, terms and conditions, the parties agree: ARTICLE 1.0 Term and Termination. the following I.I The basic term of this Agreement shall be for a period of one (I) year, commencing August I, 2001, and the term may be extended at the option of City for four (4) consecutive one-year terms, subject to the sooner termination of this Agreement. 1.2 The extension of the basic term shall be contingent upon the following: 1.2.1 City’s city manager ("City Manager") approves of the extension and the Council of the City of Palo Alto appropriates funds to pay for Inglewood’s services to be rendered during such extension te~ms; 1o2.2 The City Manager determines, in writing, that Inglewood is fulfilling its obligations under, and is otherwise in compliance with the prDvisions of, this Agreement. 010619 cl 0044106 i.2o3 The parties agree to an extensiSn of the Agreement under, mutually acceptable terms and conditions° .1.3 This Agreement may be terminatedas follows: 1o3ol Notwithstanding any right .or remedy which is available to City, City may terminate this Agreement, without cause, upon the giving of ninety (90) calendar days’ prior written notice to Inglewood, or, with cause, upon the giving of thirty (30) calendar days’ prior written notice to Inglewood~ Upon receipt of such notice~ Inglewood shall cease rendering services under this Agreement as directed by City on the date set forth in such notice, and, within thirty (30) ~calendar days after the effective date of termination, return to City any and all records, reports, documents, data, information and writings, as such .term.is defined in the California Evidence Code, to which City is entitled under this Agreement, or by law, including any writing relating to Inglewood’s performance under this Agreement. 1o3o2 ~. Inglewood may terminate this Agreement, without cause, Upon the giging of ninety (90) calendar days’ prior written notice to City, or, with cause, upon the giving of thirty (30) calendar days’ .prior written notice to City, provided, however, City shall be afforded an opportunity to cure any breach or default under this Agreement withinthirty (3~) calendar days of receipt of such notice, or, if the breach is not cured within such time, no default or breach shall be deemed to have occurred provided City has ~ommenced to cure and is~continuing to cure any such breach or default within ~uch period of time. This Agreement will not be terminated, unless and until City fails to cure such defaultor breach after a reasonable time has passed~ 1.3.3 Upon City’s issuance or receipt of notice of termination, Inglewood shall cease to incur any additional expense without the prior written consent of the City Manager, provided, however, at City’s option, InglewQod shall complete its service obligations under this Agreement, including, without limitation, the handling of Cites until the effective date of termination and the furnishing of copies of all records, reports, documents, data, information and writings as required herein to City. ARTICLE 2°0 Handling Services Provided by Inglewood. 2.1 Without limiting the generality of this Section 2.1, Inglewood shall provide certain parking violations handling services, the details of which are more fully described in Exhibit "A", entitled "Scope of Handling Services", as follows: 2.1ol Provide City with on-line access to the System which will facilitate the entry, modification, or deletion of parking violation information, including payment of Cites, from hard copy source documents or electronically transmitted data, or 010619 Cl 0044106 2 both, and permit the exchange of such. data between City and Inglewood. 2.1.2 ProVide Citywith a computer system, including software ("Computer System") which allows access to the California Department of Motor Vehicles ("DMV") computer in an on-line mode to permit the retrieval, review, and input of information essential to the handling of Cites, and generally complying with all applicable laws, including DMV procedures, in facilitating such access and in engaging in other necessary actions. Such access shall be made available at no cost to City, unless DMV institutes an access charge, in which case. the access charge shall be payable by City upon receipt of notice for such charge. 2.1.3 Provide City with a current parking violation master tape or tapes for back-up purposes on a request basis at a cost of seventy-five dollars ($75) per tape for all activities, including Cites. The magnetic tape shall be in an ASCII format which will permit such data to be processed by a HP 3000 System computer. 2.1.4 Provide city with a Computer System which will allow access to accurate information, concerning the handling of Cites, including the identity of registered vehicle owners, the establishment of written verification procedures used to identify and resolve problems associated with, inter alia, the issuance of new license plates, changes of address, and changes of vehicle ownership. 2.1~5 Provide City with access to a Comphter System which will facilitate the accurate tracking of delinquent Cites, and implement procedures for handling, mailing, and verifying, on a monthly basis or o~her frequency acceptable to the Project Manager, the following minimum amount of. information on registered vehicles and registered vehicle operators: The following information items supplied only by the DMV: (I) through (4) are Registered owner’s name and address; Vehicle license number; Vehicle identification number; and Vehicle make. The following information items (5) through (ii) are supplied only by City: Cite issue time; Cite date; Cite number; Location where Cite is issued; Name of issuing agency; 010619 ¢I 0044106 3 Description of California Vehicle Code sectio~ or other statutory provision which is violated; and General information on clearing, contesting, and paying Cites, including the amount to be paid and address.to which payment is to be sent, and the consequences of nonpayment thereof. 2~1.6 Provide City with initial and recurring training and computer documentation or operations manuals supporting access to the System which will facilitate the handling of Cites issued to-out-of-state registered vehicles, including, at a minimum, the information to be provided under subsection 2.1.5. 2.1.7 Provide City with access to a Computer System which will allow the ability to directly communicate with DMV on the filing of Notices of Delinquency Parking. Violations, and the placing and removal of "holds" by City or Inglewood, all of which shall be accomplished in accordance with applicable’law and within the time frame as may be established, in writing,° by City. 2.1.8 Provide City with the opportunity to review via on-line terminals and approve all standardized forms~ reports, notices and letters in the System to be used by Inglewood in performing services hereunder. 2.1.9 Provide City with the right to audit the System and a Computer System used pursuant to the performance of services under this Agreement, upon the request of any City representative, and provide or obtain the right of entry to any premises in, on, or about which the System and Computer System software are kept or maintained. 2.1.10 Provide City with proof of Inglewood’s financial condition in the form and at times not less than on an anhual basis or as may be otherwise established by City. 2.1.II~ Provide City.with on-line access to retrieve data and generate reports. 2.1.12 ProvideCity with access to a minimum of seven (~) on-line terminals and three (3) Personal Computers with emulator software (HP Vectra-compatible), Hard Disk Drive, MB RAM, tape backup, 17" SVGA monitor (or larger), two (2) HP IV Laser Jet (or better)printers which may be used for printing of portions of the database, and one laptop computer with wireless communication. 2oi.13 Provide City with a designated PTS Manager who shall be responsible for directly communicating with City representatives and for the execution of Inglewood’s obligations under this Agreement. 010619 cl 0044106 4 2o1.14 Provide City with such others services~as may be requested by City during the. term of this Agreement, including; without limitation, such assistance, and cooperation as may be requested by City in the event a claim or action is brought against City rela~ing to Inglewood’s services rendered under this Agreement, including notifying City of any such claim or action within 24 hours of receipt of service of such claim or action° 2.2 in the performance of services hereunder, Inglewood shall not do or undertake any of the following without the express prior written permission of the Project Manager: 2.2.1 Take any legal action on behalf of City against any person who is issued a Cite by City; 2.2.2 Threaten to take. any legal action on behalf of City against any person who is issued a Cite by City; 2.2.3 Make any communication, oral or written, regarding potential legal action on behalf of City against any person who is issued a~ Cite by City, provided, however, Inglewood shall not be prohibited from mailing notices concerning Cites which contain similar language expressly prohibited in this subsection 2.2.3. 2.3 Inglewood shall convert and/or maintain City’s current parking violation data to the System. City shall notify Inglewood in writing of.the parking violations data it wishes to convert to the System. 2.4 Inglewood’s written response to city’s Request for Proposals for Parking Citation Processing, to the extent such response, or any part thereof, is not inconsistent with .any provision of this Agreement, including Exhibits "A’’ and -"B", is hereby incorporated as Exhibit "C".~ In the construction or interpretation of any obligation of Inglewood hereunder, Inglewood’s written response shall be construed in a manner which will best augment ~and support any direct obligation undertaken by Inglewood under this Agreement. 2.5 Notwithstanding any other provision in this Article 2.0, Inglewood shall perform services in a courteous, professional and inoffensive manner or as requested by the City.Manager or the Project Manager. ARTICLE 3.0 Other Responsibilities of Inglewood. 3.1 Inglewood shall furnish City with every reasonable opportunity for City to ascertain that the services.of Inglewood are being performed in accordance with the provisions of this Agreement. All information in Inglewood’s possession that relates to Inglewood’s performance under this Agreement ~shall be made available for inspection by.any authorized representative of City 010619 ~l 0044106 upon reasonable notice. Inglewood will assist.and cooperate with any audit or inspection conducted pursuant to this Article 3.0. ARTICLE 4.0 Rights and Obligations of City. 4.1 The City Manager shall be the representative of City, and he or she shall be authorized to execute and approve of any amendment to this Agreement, including the approval of any extension of this Agreement as provided herein. Any reference to the City Manager herein shall refer to his or her designee. The Assistant Chief of Police shall appoint the Project Manager for City and the Project Manager shall supervise the progress and execution of all obligations of City under this Agreement. 4.2 City agrees to use reasonable efforts to assist and cooperate with Inglewood in such manner as may be requested by Inglewood’s PTS Manager. 4.3 City agrees to participate in semi-annual user-group meetings which will be held at a location, date and time approved by the users of Inglewood’s System services. The meetings will not exceed a duration of two (2) consecutive days. ARTICLE 5.0 Compensation. 5.1 In consideration of Inglewood’s performance of its obligations under this Agreement, including the mailing of any Notice of Delinquent Parking Violation ("Notice"), and the provision of access to the System andrelated parking violation services during the term of~ this Agreement, City agrees to compensate~.Inglewood in such amounts for specified services under such provisions as are more fully set forth in Exhibit "B". 5.2 At the end of each month, Inglewood shall invoice City for services rendered in ~the preceding month. Such invoices shall be accompanied by any documentation as ~ay be requested by City. City agrees to pay such verified invoices within thirty (30) calendar days of receipt. Any and all costs to be billed to and paid for by City shall to the extent possible be verifiable by receipts or other written documentation. City reserves the right to inspect and~copy any such records, reports, receipts, or other documentation substantiating such costs during the regular business hours of Inglewood. Inglewood,~ at its sole option, may assess finance charges in an amount not to exceed 1-1/2% per month on undisputed outstanding unpaid balances of over 90 days. ARTICLE 6.0 Confidentiality. 6.1 All records, reports, data, and information stored on computer tapes, disks, diskettes, and any other data storage media, that are created and prepared by or produced for Inglewood, its officers, employees, agents and representatives for the purposes, of retaining or transmitting the same to City pursuant to 010619 c[ 00~10~6 the provisions of this Agreement are hereby deemed confiden%ial to the extent such confidentiality is not inconsistent with applicable law. 6.2 All computer systems and software, documentation, programs, and enhancement containing such confidential information shall remain the sole and exclusive property of Inglewood, and City agrees that it will exercise no right of ownership in and to such information, except as otherwise expressly permitted herein or as authorized by law. City further agrees not to provide or otherwise make available such information, ~or any part thereof, in any form to any person except as may be required by law or as otherwise provided herein. 6.3 Inglewood, its officers,- employees, agents and representatives are prohibited from disclosing or making available to any person any information deemed confidential under this Agreement without the prior written approval of City. ARTICLE 7.0 Insurance and Performance Bond. 7.1 Inglewood shall self-i~nsure againstall risks with respect to matters generally insurable under.comprehensive general liability, comprehensive blanket crime, and workers’ compensation policies and against all acts or .omissions of Inglewood, its officers, employees, agents, and representatives in the performance of or the failure to perform its obligations under this Agreement. 7.2 On or before I, 1996, Inglewood shall provide City with written confirmation of its self-insurance coverage on an annual basis in accordance with the provisions of Section 7ol, and shall state in detail the extent to which insurance coverage is automatically extended to or otherwise made available to Inglewood as a member of the South California Joint Powers Insurance Authority. 7.3 Inglewood shall provide a .performance bond in the amount of fifty thousand dollars ($50,000), which City determines will serve as security for the full performance of services ¯ hereunder or as protection from liability, loss or damage which City may sustain as a result of Inglewood’s (or the System’s) performance of or failure to perform under this Agreement. ARTICLE 8.0 Indemnification. 8.1 Inglewood agrees to protect, defend, indemnify and hold harmless City, its council members, officers, employees, agents and representatives from and against any and all demands, claims, liability, losses, damages~ suits, or costs, including attorney’s fees, resulting from or arising out of the negligent acts or omissions or the willful acts or misconduct of Inglewood, its officers, employees, agents or representatives, or conduct for 010619 cl O0~MI06 7 which strict liability is imPosed at law, in the performance of or failure to perform its obligations under this Agreement° 8.2 City agrees to protect, defend, indemnify and hold harmless Inglewood, its council members, officers, employees, agents and representatives from and against any and all demands, claims, liability, losses, damages, suits, or costs, including attorney’s fees, resulting from or arising out of the negligent~ .acts or omissions or the willful acts or misconduct of City, its officers, employees, agents or representatives, or conduct for which strict liability is imposed at law, in the performance of or failure to perform its obligations under this Agreement. ¯ARTICLE 9.0 Nondiscrimination. 9.1 Inglewood shall not discriminate in the employment of any person pursuant to the performance of this Agreement on the basi’s of that person’s race, color, national origin, ancestry, religion, sex or disability. 9.2 If " Inglewo0d is found in violation of the nondiscrimination provisions of this Agreement or applicable law in the performance of this Agreement, it shall thereby be found in material breach of this Agreement. City shall have the power and the right to terminate or suspend this Agreement, in whole or in part, or to deduct from any amount payable to Inglewood such sums as are authorized by the Palo Alto Municipal Code or by other laws to be deducted for each calendar day while such discrimination is occurring. ARTICLE I0.0 Notices I0.i All notices given hereunder shall be delivered, in writing, by mail, postage prepaid, by facsimile transmission, or by. personal delivery, and addressed to either party as set forth below, or to such other addresses as may be noticed in writing: TO Inglewood:City of Inglewood c/o Inglewood PTS One Manchester Boulevard Inglewood, California 90301-1750 Attn: Dean Viereck, PTS Manager TO Palo Alto:City of Palo Alto Police Department P. Oo Box 10250 Palo Alto, California 94303 Attn: David Dudley, Project Manager 010619 cl 0044106 8 ARTICLE Ii.0 Miscellaneous Provisions. II.I Inglewood shall keep itself fully informed of all current laws which may affect any person employed by Inglewood under this Agreement, or which may affect in any manner the operation of any computer system or Inglewood’s performance of services under this Agreement, or which govern the conduct of business of Inglewood in its performance under this Agreement, and observe and comply with, and cause its officers, employees, agents, and representatives to observe and comply with, all applicable .laws. 11.2 Inglewood shall not assign, or attempt to assign, any of its obligations hereunder without the written consent of the City Manager, and any assignment shall be null and .void. 11.3 Inglewood in its relationship with City under this Agreement is a municipa! agency and not an ’agent or employee of City° 11.4 This A@reement constitutes the final expression of the agreement between the parties, and it may not be modified except in writing and signed by the parties. 11.5 The waiver by either party of any breach of this ¯ Agreement, or any provision thereof, shall-not be deemed to be a waiver of any other breach of this Agreement, or any part thereof, by the non-breaching party. The subsequent acceptance by either party of any fee or other consideration which may become due hereunder shall not be deemed to be a waiver of any preceding breach by the.other party of this Agreement, or any provision thereof. 11o6 The prevailing party in any action brought to enforce any provision of this Agreement may recover from the non- prevailing party its costs and expenses of suit, including reasonable attorney’s fees. 11.7 The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. 11°8 All exhibits now or hereafter referenced are by such reference deemed incorporated in this Agreement and made a part hereof. // // // // 010619 cl 0044106 9 IN WITNESS WHEREOF, the parties have exeduted Agreement on~ the date first above stated. CITY OF PALO ALTO CITY OF INGLEWOOD this Mayor Mayor ATTEST:ATTEST: City Clerk APPROVED AS TO FORM: City Clerk APPROVEDAS TO FORM: Senior Asst. City Attorney APPROVED: City Attorney Assistant City Manager Director of Administrative Services Police Chief 010619 cl 0044106 10 EXHIBIT "A" SCOPE OF HANDLING SERVICES SECTION 1 -- ACCESS TO SYSTEM AND TRAINING I.I ON-LINE TERMINAL AVAILABILITY TO CITY. At all times during a 24-hour period, Inglewood shall allow City to input on-line to the System all Cites, deletions, holds and other related violation handling information. Inglewood shall ensure that City will be able to retrieve, review and input any such information pertaining to Cites, deletions, holds and dispositions via video display terminal. The System configuration will be conducted and operated in accordance with all laws governing the civil adjudication of parking violations by means of administratige investigation and hearings. Information in the System¯ shall be accessible by City via vehicle license number, vehicle identification number, registered owner’s name, and a violation number. Inglewood shall maintain security of the System by means of specific account numbers and passwords~ 1.2 TRAINING. Initial training and recurring training on an on- going basis shall be provided by Inglewood at the city of Inglewood at no cost to City. If it becomes necessary for Inglewood to .provide City staff with training (other than initial training) at City, then City agrees to reimburse Inglewood for reasonable transportation, lodging and other incidental expenses actually incurred by Inglewood personnel who travel to the city of Palo Alto to provide on-site training as requested by City. 1.3 RESPONSE TO CITY INQUIRIES. Inglewood shall respond to City’s¯ telephone or electronic mail immediately. 1.4 UPDATE MEETINGS. Throughout the performance of~ Inglewood’s service to City, the PTS Manager shall communicate regularly with the Project Manager as required. SECTION 2 -- SERVICES 2ol 212 COLLECTION OF CITES~ City on a daily basis will electron- ically transmit to Inglewood all Cites which are generated in handwriting, or by portable mechanical ticketwriters, and Inglewood shall provide the System which handles Cites each evening, or sooner. RECONCILIATION. Inglewood will provide an on-line report of the daily reconciliation of the number of Cites handled by. Inglewood. 2.3 VIOLATIONS SCREENING. The System shall screen~each Cite issued by-City to determine whether the Cite contains the information necessary to enter it into the System. If the Cite is determined by the System each day to be in error (e.g., the specific violation is not checked, the date of the violation is missing, no vehicle license number or vehicle identification number is provided, and so forth), the Cite will be added to an on-line edit exception report. Inglewood shall make available to City a report of the number of mismatched Cites and tickets and the number of delinquent Cites. City agrees to modify and/or delete mismatched Cites, as shall be deemed appropriate by City. Inglewood shali receive no ’additional compensation for handling a Cite that is resubmitted. 2.4 2.5 NOTICES OF DELINQUENT PARKING VIOLATION. The System shall generate, on at least a weekly schedule, a Notice for each ¯ Cite which remains unpaid fourteen (14) calendar days after the date of issuance or pursuant to State of California law. Within two (2) working, days, Inglewood shall mail these Notices to the registered owners of the vehicles (whether or not the registered owners can be identified fully and clearly) cited, by means of first class mail. The Notice shall be Of a design .and’format established and provided by City. IDENTIFICATION OF REGISTERED VEHICLE. OWNERS° The System shall make a minimum.of five (5) attempts (no more than one (i) attempt every fourteen (14) calendar days or other such time frame schedule agreed to by .the City) to obtain the name and address of the registered vehicle owner from the DMV for each vehicle for which a Cite has been issued, but payment for which has not been received within the required time period. City will respond to all telephone inquiries, excepting only those telephone inquiries for which a response by Inglewood is warranted in light of Inglewood’s ability to provide a solution. Inglewood shall follow all procedures specified by DMV, and shall act in accordance with the California Vehicle Code when registered vehicle owners are identified. 2.6 VERIFICATION OF OWNERSHIP. With each attempt to verify ownership through DMV, the System shall ensurethat adequate identification of registered vehicle owners and verification procedures are utilized whichtake into consideration, at the very least, the following factors: -Issuance of new license plates. -Address changes. -Transfer of ownership. -License plate transfers to other vehicles (subplated). -Name changes. - Validity of plates and registration during specific time periods applicable to individual cases ("as of" date). 2~.8 NOTIFICATION TO LESSEE AND/OR SECOND REPORTED OWNER. Inglewood shall notify by mail any delinquent.lessee and/or second reported owner whose name and address is provided in the information received from DMV. Each such notification shall be considered a separate Notice. Inglewood shall follow ¯ the lien process established under California law before it shall proceed against a subsequent purchaser of a used vehicle which has been cited by City. VEHICLE REGISTRATION HOLDS. The System shall automatically place a hold with DMV on the registration of vehicles for which Cites and fees remain unpaid by the registered owners of such vehicles in accordance with, and within the time period provided in, the California Vehicle Code and other applicable laws. The commencement of the time period from the date of the Notice will be specified by City, or as that minimum time period may. be established and amended in the California Vehicle Code. Inglewood shall transmit such holds to DMV, via on-line computer system transmission, for all Cites that have notbeen satisfied. 2.9 REMOVAL OF REGISTRATION HOLDS. Once a registered vehicle owner remits the entire amount of fines, penalties, and fees due on unpaid parking Cites to the satisfaction of City, the System shall electronically notify DMV within twenty-four (24) hours to remove the registration hold on that vehicle. 2.10 OUT-OF-STATE CITES. The System shall handle Cites against vehicles with out-of-state registrations separately according to the same procedures as those arising from in-state Cites. If such Cites become delinquent, Inglewood shall attempt a minimum of two (2) times to electronically request the registered vehicle owner’s information from the motor vehicle agency of the appropriate state. Should the out-of-state agencies institute a charge for this service, City will be given the option of paying these costs or instructing Inglewood to deactivate this portion of the System’s software. Inglewood shall mail a Notice to the registered vehicle owner, and shall request that the registered vehicle owner remit the penalty amount made payable to City. 2.11 SUSPENSION OF PROCEDURES. The System shall suspend the handling of any Cites issued by City upon receipt of appropriate notice by City° 2.12 ASSISTANCE WITH CITE DESIGN° Upon request of City, Inglewood shall provide any assistance required in the design or procurement of a standardized Cite form for use by City. 2.13 QUALITY CONTROL. The System shall have established quality control procedures which will provide a second check on.the accuracy of all Cites and dispositions entered to the System. 2.14 USE OF APPROVED FORMS. All forms, delinquency no%ices, and correspondence sent by Inglewood shall conform to applicable law and shall be initially approved by City. SECTION 3 -- REPORTS AND DOCUMENTS STORAGE 3.1 Inglewood shall provide. on-line access to City the following monthly reports within three (3) calendar days of the last day of the vreceding month at no additional charge to City: 3.1.1 FINANCIAL. reports. Revenue reports and Violation tracking 3.1.2 MANAGEMENT. port. Violation statistics and officer re- 3.1.3 FIELD. Habitual offender reports showing vehicles with five (5) or more delinquent Cites with a total bail amount of at least three hundred dollars ($300.00). 3.1.4 OUT-OF-STATE. reports. Statistical and year-to-date revenue 3.1.5 SPECIAL.Special reports as requested by City (including ad hoc reports). 3.2 CLOSED Violation REPORT. Inglewood shall provide to City access (on-line or otherwise) to a quarterly closed violation report within twenty-one (21) calendar days after the close of each calendar quarter. 3.3 INGLEWOOD FILES. Inglewood shall maintaincomputer files in standard format on each Cite referred to .Inglewood for handling under this Agreement. Such files shall include all records of payments, collection efforts, disposition, and any and al! other information required to provide an audit trail. Inglewood shall provide City with a file layout describing the manner in which the data is stored and a listing of special codes for file descriptions. 3.4 RECORD RETENTION AND STORAGE. During the term of this Agreement, Inglewood shall retain each Cite and payment information in its headquarters office and a duplicate copy of such Cite and the payment history at an off-site loGation on behalf of City. Upon City’s request, Inglewood shall provide to City a back-up of the documentation on~ magnetic tape for the period of twelve .(12) months immediately preceding the date of City’s request. Inglewood shall provide disposition forms ~and batch control forms, and shall file and retain disposition forms in its headquarters office.~ Inglewood shall store the Cites and records received hereunder~ at no additional costs to City for a minimum of.five years. SECTION 4 -- COSTS OF DOCUMENT DELIVERY The costs and expenses of mailing, delivering, or transmitting a Cite, record, report, document, data, or writing shall be borne (as between the parties) by the party making such mailing, delivery, or transmittal, except as otherwise provided. EXHIBIT ~B~’ City shall pay Inglewood for services rendered, as follows: i.i Flat rate per Cite issued and electronically transferred: $1.20 - if paid before notice; first year $1.30 - if paid before notice; second year $1.35 - if paid before notice; third year CPI increases fourth and fifth years.CPI capped 3.5% depend what.market will bear. $0.39 - for each Cite noticed. 1.2 Flat rate per Cite issued manually processed: 1.3 1.4 $1.20 - if paid before notice; first year $1.30 - if paid before notice; second year $1.35 - if paSd before notice; third year CPI increases fourth ~nd fifth years.CPI .capped 3.5% depend what market will bear. $0.39 - for each Cite noticed. There is a charge of $1.20 for each Cite that does not require the sending of a Notice, which is entered and processed by City. There is a chare of $1.59 for any Cite for which a Notice has been prepared. The provisions of Section i.I and 1.2 of this Exhibit "B" assumes Notices are prepared within fourteen (14) days of issue, or other time period decided by the Project Manager. Out-of-state Cites will be billed in accordance with the~flat rate per Cite set forth in this Section 1.2 to Exhibit B. Telecommunication access for one frame relay connection and routing hub provided by Inglewood, which shall be reimbursed by City up to amount of $600 for installation costs incurred during the first year of the of the Agreement. The City will pay the monthly communication line charge of $120 month. City will reimburse Inglewood for the cost of procuring~the performance bond. Such annual procurement cost shall not exceed eight hundred dollars ($800). There is a charge ’of seventy-five .dollars ($75.00) per magnetic tape (on a request basis only) for providing City with any number of current parking violation master tapes showing all activities handled. 1.6 City will pay for the prevailing U.So first class p~stage, plus a mailing service charge at a current cost totaling 39 cents. Postage increase from UoS.P°So will apply on effective date. Mailing services are optional and may be initiated or discontinued by City at any time. City may also direct Inglewood to communicate by electronic meansany documents to be mailed to a private mailing house, the City, or to any other location suitable to accepting electronic correspondence° EXHIBIT "C" City’s Request for Proposal for Parking Citation Processlng Services and Inglewood’s Proposal response are hereby attached.