Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
A9338 - DATA TICKET INC DBA REVENUE EXPERTS
CONTRACT ABSTRACT Contract prepared by: Submitted on: 3/25/2024 By: Patrick Clifford Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Data Ticket DBA Revenue Experts Brook Westcott Parking Citation Management Services $128,400 1001045-50126 ($22,232.10 annually) 4157040-40105 (additional (2) citation units only) ($4,200 annually) 2.15.23 to 2.15.28 Contract Administration Lead Department: Contract Administrator: The Department of Special Program Compliance Patrick Clifford Contract Approvals Council/ Community Redevelopment Agency Approval Date: Agenda Item No./ Resolution No.: Agreement No: January 26, 2023 1.I A9338 Contract Compliance Exhibits: Signatures: Insurance: Bonds Attached Docusign Attached N/A DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 Page 1 of 3 Revised: 3.12.24 AMENDMENT NO. 2 TO THE PARKING CITATION MANAGEMENT SERVICES AGREEMENT A9338 BETWEEN THE CITY PALM SPRINGS AND DATA TICKET INCORPORTED 1. Parties and Date. This Amendment No. _2_ to the Parking Citation Management Services Agreement A9338 is made and entered into as of this 21st day of March 2024, by and between the City of Palm Springs (“City”) and Data Ticket Incorporated, a California Corporation with its principal place of business at 2603 Main Street Suite 300, Irvine, CA 92614 (Contractor). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Parking Citation Management Services” dated February 15, 2023 (Agreement) for the purpose of retaining the services of Contractor to provide Parking Citation Management Services with compensation not to exceed $105,000 over a term of five years. 2.2 Amendment 1. The City and Contractor desires to amend the Agreement to add a data plan relating to citation technology equipment. The Parties entered into Amendment No. 1 September 26, 2023. Compensation of Contractor shall not exceed $111,600 over a term of five years. 2.3 Amendment 2. The City and Contractor desires to amend the Agreement to add two Samsung A53 5G citation writing units with two Alpha 3R printers and respective data plans relating to citation technology equipment for Airport Parking Enforcement. The Parties have heretofore entered into that Amendment No. 2 March 12, 2024. Compensation of Contractor will increase an estimated $4,200 annually not to exceed a maximum $128,400 over a term of the remaining 4 years. 2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.3 of the Agreement. 3. Terms. 3.1 Contractor Services Section 1.1 of the Agreement is hereby amended in its entirety to read as follows: 1.1 Scope and Services Exhibit “A” is hereby amended and attached hereto and incorporated herein by reference to include and add four monthly lease technology units under item 7 and four estimated data plans under item 8. DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 Page 2 of 3 Revised: 3.12.24 3.2 Compensation of Contractor 3.1 of the Agreement is hereby amended in its entirety to read as follows: 3.1 Compensation of Contractor Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $128,400. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2 all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND DATA TICKET INC. fN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: ----=-td-� ___ l/i_e1_..J-c._:ahf __ _ Signature Date: _6�/_(1.5_,�}J-�OJ_q_,_-__ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: ___ Item No. __ _ APPROVED AS TO FORM: By: -----------Jeff Ba 11 in g er -City Attorney APPROVED: By:------------Veronica Goedhart By: ___________ _ Signature (2nd signature required for Corporations) Date: ___________ _ ATTEST: By:------------Brenda Pree, MMC, CERA -City Clerk Date: __________ _ Director of Special Program Compliance By:------------Jeremy Keating - Assistant Airport DirectorRevised: 3.12.24 Date: __________ _ Page 3 of3 DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 3/26/2024 4/12/2024 DATA TICKET, INC. RESOLU°TION GRANTING SI GNING AND AUTHORITY TO CONDUCT BUSINESS WHEREAS, Data Ticket, Inc. desires to grant signing and authority to certain person(s) described hereunder. RESOLVED, that the Board of Directors is hereby authorized and approved to grant sole signing and authority to conduct business to any one of the following person(s): The foregoing signing, and authority granted shall include, but shall not be limited to, the execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates, and other instruments of whatever nature entered into by this Corporation. The undersigned hereby certifies that he is the duly elected and qualified Secretary and the custodian of the books and records and seal of Data Ticket, Inc, a corporation duly formed pursuant to the laws of the state of California and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation November 13, 2006,and that said resolution is now in full force and effect without modification or rescission. IN WITNESS WHEREOF, I have executed my name as Secretary of the above-named Corporation this November 13th of 2006. A.Willlam Fteming Secretary DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 Brook Westcott, Chief Operating Officer and Chief Financial Officer is hereby granted sole signing authority to conduct business on behalf of Data Ticket, Inc, including but not limited to the execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates, and other instruments of whatever nature entered into by Data Ticket, Inc. DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 Product Quote Date 1/2/2024 Quote # PLMSP010324 Bill To: City of Palm Springs Attn: Special Programs Patrick Clifford PO Box 2743 Palm Springs, CA 92263-2743 Ship To City of Palm Springs Attn: Special Programs Patrick Clifford PO Box 2743 Palm Springs, CA 92263-2743 Terms Net 30 Rep RC By signing above, you have confirmed the "Ship To" address is correct as written. Data Ticket will pass through any additional charges incurred for incorrect or incomplete shipping addresses to your agency. When the order is received, please spot check all items for any inconsistencies and report them to ClientServices@DataTicket.com within 60 days of receipt. Description Qty Rate Total Samsung A53 5G unit with Alpha 3R Printer (Lease) for all citation technology equipment & software (including any Internet access charges, maintenance, license subscription or any other fees) $120.00 per unit, per month 2 120.00 240.00T IP54-Rated Environmental Case -included above lease fee 2 0.00 0.00T Virtual Training 1 250.00 250.00 (Optional) Replacement for Lost/Stolen/Damaged Handheld Unit– ($175.00 deductible charged for each lost/stolen or damaged unit) $15.00 per month 2 15.00 30.00 Optional - Hosted Data Plan– Billed monthly as a straight pass-thru from either Verizon or AT&T. Alpha 3R Ticket Stock 100 Rolls - 85 tickets per roll, 8,500 Total Ticket Stock 1 1,900.00 1,900.00T Plate Fee- charged when changes are made to a previously printed proof or on new print; one plate per side/color 0 45.00 0.00 *Shipping charge will be charged at actual cost Riverside County - Palm Springs Sales Tax 9.25% 197.95 Approval Signature DATA PLANS __ Secure WiFi OR Through Data Ticket __ AT&T __ Verizon Agency to Provide __ AT&T __ Verizon __ Other Total $2,617.95 DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 Compensation: Work will be compensated in accordance with the Schedule of Compensation, which is attached as Exhibit “A”. Compensation is based on the Unit Costs on actual services provided. Contact shall include all labor, expenses, and incidentals to complete the work outlined in the contract scope. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. ITEM DESCRIPTION Annual Units or Dollar Amount Rate TOTAL 1 Manually Issued Parking Citations 379 $0.75 $284.25 2 Electronically Issued Parking Citations 3797 $0.55 $2,088.35 3 All Notices and Letters (not including postage) 5,511 $0.55 $3,031.35 4 Administrative Review Responses 356 No Charge $0.00 5 Hand Processing 320 No Charge $0.00 6 Out-of-State collections Processing (This % is for citations paid, not issued) $15,000 30%$4,550.00 7 Monthly Rental or Lease for all citation technology equipment & software (including any internet access charges, maintenance, license subscription or any other fees) 2 – Downtown 2 – Airport $120.00 $2,880.00 $2,880.00 8 Any additional fees or costs not defined above, please describe and enter in the lines provided below. Delinquent Collections $24,476.00 26% $6,363.76 SSN Request 344 $3.00 $1,032.00 Franchise Tax Board Processing $2,107.60 15%$316.14 Payment Plan Processing 0 $5.00 $0.00 DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 Adjudication Hold Processing 293 $1.25 $366.25 Hosted Data Plan 2 – Downtown 2- Airport Direct Pass through Estimated $1,320.00 Estimated $1, 320.00 Estimated Grand Total Annual Cost $26,432.10 DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 ACORDe I DATE (MM/DD/YYYY) � CERTIFICATE OF LIABILITY INSURANCE 11/4/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER l\,Ur,IA\, NAME: Lynelle (Lynn) Eye PI A Select Insurance Solutions -Service Location wgNJo Extl: 805-975-3531 I (AJC. No): NIA l 938 Vista Del Oro c ...... , .. lynn.eye@piaselect.com ADDRESS: INSURER(S) AFFORDING COVERAGE Santa Maria CA 93458 INSURER A: Colony Insurance Company INSURED INSURER B: Employers Assurance Co. Data Ticket, Inc. INSURER C: Continental Casualty Company DBA: Revenue Experts INSURER D: Arch Specialty Insurance Company & see attached 2603 Main Street, Ste. 300 INSURER E: Travelers Casualty and Surety Company of America Irvine CA 92614-4200 INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 'T'rR A A B TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY D CLAIMS-MADE 00 OCCUR - GEN'L AGGREGATE LIMIT APPLIES PER: � POLICY □ �rg DLoc OTHER: AUTOMOBILE LIABILITY ANY AUTO -OWNED -SCHEDULED AUTOS ONLY AUTOS HIRED NON-OWNED AUTOS ONLY � AUTOS ONLY UMBRELLA LIAB )( EXCESS LIAB HOCCUR CLAIMS-MADE OED I I RETENTION $ rJYORKERS COMPENSATION �ND EMPLOYERS' LIABILITY Y/N �NY PROPRIETOR/PARTNER/EXECUTIVE [SJ PFFICER/MEMBER EXCLUDED? Y Mandatory In NH) ��Sc:�fmt� '!:\'#�PERATIONS below See anached Additional Remarks Schedule for additional policies POLICY NUMBER "VLI\, er 'ULI\, taAt INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) y y I 03 GL 0215056-00 11/01/2023 11/01/2024 I 03 GL 0215056-00 11/01/2023 l l/01/2024 XSI 76835 I 1/01/2023 I 1/01/2024 N/A y EIG4581764-04 11/01/2023 l l/01/2024 LIMITS EACH OCCURRENCE $ IUl"\IVll'"\UC-IU"\t:lfltU PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS -COMP/OP AGG $ $ TE����;�lNGLE L1M1, $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ,ur-c.r 'I y Ul"\IYll"\I.J:C $ (Per accident) $ EACH OCCURRENCE $ AGGREGATE $ $ >tlsrATUTE 1 l .;!_ n-ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached II more space Is required) It is agreed the Certificate Holder listed below is included as Additional Insured including Waiver of Subrogation and Primary & Non-Contributory wording as required by written contract. General Liability policy includes a 30 day notice of cancellation. Workers Compensation includes a blanket Waiver of Subrogation (see attached). CERTIFICATE HOLDER CANCELLATION NAIC# 39993 10346 20443 21199 31194 1,000,000 100.000 5,000 1,000,000 2,000,000 2,000,000 1,000,000 3,000,000 3,000,000 1,000,000 1,000,000 1,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs, its elected officialls, officers, employees, ACCORDANCE WITH THE POLICY PROVISIONS. agents, and volunteers, Attn: City Clerk AUTHORIZED REPRESENTATIVE P.O. Box 2743 L. !i �·h,,, �ye.-1 Palm Springs CA 92262 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 AGENCY CUSTOMER ID: LO C #: ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED PIA Select Insurance Solutions Data Ticket, Inc. POLICY NUMBER OBA: Revenue Experts Various policies-see below CARRIER INAIC CODE Various carriers-see below EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Attachment to Certificate of insu rance Insurer C: Continental Casualty Company Various dates Page Professional Liability/Errors & Omissions Policy #287188360 Policy period: 11/1/2023 to 11/1/2024 Limit: $2,000,000 $10,000 Retention per claim Insurer D: Arch Specialty, Ascot Specialty, Fireman's Fund & Fortegra Specialty Insurance Companies Cyber Liability Policy #C-4LPY-035907-CYBER-2024 Policy period: 3/24/2024 to 11/1/2024 Limit: $3,000,000 $5,000 Retention per claim Insurer E: Travelers Casualty and Surety Company of America Crime Policy #105702099 Policy period: 11/1/2023 to 11/1/2025 Limit: $1,000,000 $25,000 Retention per claim ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 103 GL 0215056-00DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 POLICY NUMBER: 103 GL 0215056-00 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES ORCONTRACTORS – SCHEDULED PERSON ORORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s)Location(s) Of Covered Operations As required by written contract with the Named Insured that is executed by the parties to the contract prior to the commencement of work that is called for in the contract. All locations which are afforded coverage under this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 103 GL 0215056-00DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. 103 GL 0215056-00DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: 103 GL 0215056-00 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): As required by written contract with the Named Insured that is executed by the parties to the contract prior to the commencement of work that is called for in the contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. 103 GL 0215056-00DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. U173AS-0708 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 CANCELLATION This endorsement modifies insurance provided under the following: OUTPUT POLICY COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EXCESS LIABILITY POLICY FARM COVERAGE PART FARM UMBRELLA LIABILITY POLICY LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART Paragraph A. 2. Cancellation of the COMMON POLICY CONDITIONS is deleted and replaced by the following: 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancellation if we cancel for one or more of the follow- ing reasons: (1)nonpayment of premium or failure to pay a premium when due; (2)conviction of an insured of a crime arising out of acts increasing the hazard insured against; (3)violation of any local fire, health, safety, building or construction regulation or ordinance which increases the hazard insured against under the policy; (4)any willful or reckless act or omission by an insured increasing the hazard insured against; (5)omission or concealment of fact relating to an insurance application, rating, claim or coverage under this policy; (6)failure or refusal of an insured to: (a)provide information necessary to confirm exposure or determine the policy premium; or (b)comply with underwriting requirements; (7)a substantial change in the risk covered by the policy; (8)loss of reinsurance or substantial decrease in reinsurance; (9)the cancellation is for all insureds under such policies for a given class of insureds; or (10)any reason determined by the insurance commissioner. b.30 days before the effective date of cancellation if we cancel for any other reason. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 103 GL 0215056-00DocuSign Envelope ID: 1705ADBC-08F5-4E96-BD79-7FF91373FBF4 CONTRACT ABSTRACT Contract prepared by: Submitted on: 1/30/2023 By: Leigh Gileno Note: Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Data Ticket Inc. DBA Revenue Experts Brook Westcott Parking Citation Management Services $105,000.00 TBD 5 years with two (2) Two-year renewal options Contract Administration Lead Department: Contract Administrator: Office of Special Programs Veronica Goedhart Contract Approvals Council/ Community Redevelopment Agency Approval Date: Agenda Item No./ Resolution No.: Agreement No: January 26, 2023 1.I. A9338 Contract Compliance Exhibits: Signatures: Insurance: Bonds Yes Yes Yes N/A DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 1 of 20 CONTRACT SERVICES AGREEMENT A9338 PARKING CITATION MANAGEMENT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on _____________, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Data Ticket, Inc., a California Corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of parking citation processing and management services, (“Project”). B. Contractor has submitted to City a proposal to provide parking citation processing and management services that support the City’s downtown and uptown on-street parking and parking lot program, under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 02/15 Page 2 of 20 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “F”. The total amount of Compensation shall not exceed $105,000.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 3 of 20 Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without lim itation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 5 years, with 2 two-year options to renew, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Brook Westcott, Chief Operating Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 4 of 20 refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Heather Nolan Director Client Relations, Project Manager Serena Smith-Banas, Client Relations Coordinator, Asst. Project Manager Brook Westcott, Chief Operation Officer Wanda Stone, Mobile Support Manager 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 5 of 20 total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 6 of 20 incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 7 of 20 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 8 of 20 that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Data Ticket, Inc. Attention: Brook Westcott 2603 Main Street Suite 300 Irvine, CA 92614 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 9 of 20 as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 10 of 20 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND DATA TICKET, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ Agreement No. A9338 APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 2/1/2023 2/9/2023 2/15/2023 1. I01/26/2023 Page 11 of 20 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 12 of 20 Scope: Generally, the scope of work consists of but is not limited to the parking citation processing and management services that supports the City’s downtown and uptown on-street parking and parking lot program, as more fully described below. It is important to note that the services do NOT include Parking Enforcement Services, as the City shall contract separately for those services. Please note that sub-contracting is NOT permitted under this contract. Manual Citation Data Entry: • Data entry within 48 hours • Edit capability to correct dates, violations codes and fine amounts • Contractor to notify city regarding citations unable to be entered for any reason • File and store citations in easily retrievable format • File and store hard copy citations for minimum of two (2) years and then destroy Electronic Citation Importation: • Data transfer electronic files within 48 hours • File and store electronic citation in easily retrievable format • File and store electronic copies for minimum of two (2) years and then destroy DMV Interface for Registered Owner (R/O) Information and Holds: • Contractor must have ability to retrieve registered owner (R/O) data from the California DMV • Contractor is expected to have internet access to DMV • Review DMV “No Hit” list to ensure license plate and state information was entered correctly • Confirm vehicle make and registered owner information • Contractor will maintain communications with out-of-state DMVs • Contractor is required to process DMV holds & releases within 48 hours • Must have ability to store previous information from previous R/O’s Registered Owner Correspondence: • Contractor is required to mail reminder notices for all citations to registered owners within seven days of receipt of the information from the DMV • Contractor is required to mail notices to lessees and renters of cited vehicles when provided with proof of written lease or rental agreements Payment Processing: • Sort and batch all incoming mail by postmark date for payment posting. Make daily bank deposits into a city assigned bank account • Enter and process payments within 48 hours including opening all mail received, verifying payment amounts, updating computer system, and making bank deposits • Provide reporting for all bank deposits upon request DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 13 of 20 • File and store deposit information for a minimum of two (2) years • Contractor is required to send a notice to the R/O when a partial payment is received, when a check is returned for insufficient funds or on an unpaid citation when a change of R/O has occurred. Data Management, Reporting and Statistical Capabilities: • Contractor to maintain provisions for proven database management software and servers. • All database information is to be maintained with strict confidentiality and contractor is to provide description of securities at time of submittal. • Contractor must be able to provide all statistical reports including, but not limited to, R/O contact information, citation number, and delinquent status for at least five (5) years for all open citations. • Contractor shall be capable at a minimum, of producing reports relating to: open citations, bank deposits, scofflaws and citation dispositions. Contractor must be capable of delivering these reports to the designated city personnel on an agreed upon schedule. • The data system must be able to store, sort and or process the following items: citation number, data and time of issuance, badge number/name of o the issuing officer, a comment field of up to 50 characters, vehicle license plate number,, vehicle identification number, state code, registration expiration date, vehicle make, vehicle color, violation codes, location of violation, citation penalty and delinquent amounts, delinquent date, received payment/post-mark dates, notification dates, DMV hold and release dates, date of entry into system, disposition codes and R/O information. • Contractor will process all requests for dismissal of citations for non-displayed placards as well as all non-placard related handicap violations through the normal contest process. Transition Plan: • Contractor will be required to import current citation data (from third party) into their citation management system. Contractor will ensure completion and accuracy prior to go live date. • Contractor will train city staff for access and inquire capabilities to citation database, to be conducted at city facilities. • Contractor is required to facilitate installation of software and remote access to database by working in conjunction with city IT staff. • Contractor is to obtain approval from the city of standard forms prior to use including notices of delinquent violation. • Contractor will confirm all types of customer correspondence including but not limited to examples of letters to be sent to customer and methods of communication to designated city personnel. DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 14 of 20 • System has user interface allowing customers to go online and pay parking citations online. Support Services: • Provide on-going support to the city to access and interface with the citation database. • Contractor shall provide a user’s manual which includes step-by-step instructions for accessing computer database information and a list and description of all codes used in screens accessed by the issuing agency. • Provide technical support and troubleshooting assistance for all hardware and software supplied by the contractor. Technical support and assistance must be available between the hours of 8:00AM to 5:00PM, Monday Thru Thursday, except city recognized holidays. • Contractor will attend city meetings when requested at contractor expense (at minimum via phone conference). This included but not limited to, transportation, lodging, meals, and staff time. • At the direction of the City the contractor shall prepare a report at the end of each fiscal year, per California Vehicle Code Section 40200.3(b), setting forth the number of cases processed and all financial and /or citation payments received and distributed, along with any other information that may be required by the issuing agency or the Controller. This report is a public record and shall be delivered to each issuing agency at the end of each fiscal year. • No portion of the contract shall be permitted to be subcontracted to another private or public agency without express written approval from the City. • The contractor shall comply with all requirements of the State of California Vehicle Code (CVC) regarding processing records sent by the City. Database Back-Up and Off-Site Security: • Contractor will ensure all systems are backed up daily to ensure safety of the data in the event of a power outage or natural disaster. • Contractor shall transfer and store off-site all backups of data for disaster recovery. General Software Standards: The proposed software must comply with the following general minimum standards below. • 100% compatible with Windows 10 or 11 operating system. • Software native to the PC environment. • Software currently supported with no plans for phase out. • Software is easy to use and has a Graphical User Interface (GUI). • Adequate security features that include the ability to set access controls at multiple levels. • Custom report capabilities where applicable DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 15 of 20 • Documentation with on-line help, as well as user manuals. • Customer support, with toll free support line and available e-mail and remote diagnostics during normal business hours (PT). • Multiple user access to applications. Installation and Training: A proposed timeline, testing and implementation schedule must be provided with your proposal. The selected contractor shall provide complete installation of the software, ensure proper system performance and complete acceptance testing. Training is required to cover all aspects of the operation, including supervisor functions, including, but not limited to, the following: • Turnkey installation with all software operational at time of completion. • Training for end users including admin and system administrators. • Scheduled testing on all aspects of interfacing including interfacing from contractor endpoint. • Staff sessions to be conducted on-site at the City. • Web-X trainings as needed Administrative Reviews & Hearings Services: • The City Administrative Review and Administrative Hearing Services will not be bid or outsourced. The city conducts Administrative Reviews & Hearings Services internally. Compensation: Work will be compensated in accordance with the Schedule of Compensation, which is attached as Exhibit “A”. Compensation is based on the Unit Costs on actual services provided. Contract pricing shall include all labor, expenses, and incidentals to complete the work outlined in the contract scope. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. ITEM DESCRIPTION Estimated Annual Units or Dollar Amount Rate TOTAL 1 Manually Issued Parking Citations 379 $0.75 $284.25 2 Electronically Issued Parking Citations 3797 $0.55 $2,088.35 3 All Notices and Letters (not including postage) 5,511 $0.55 $3,031.35 4 Administrative Review Responses 356 No Charge $0.00 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 16 of 20 5 Hand Processing 320 No Charge $0.00 6 Out-of-State collections Processing (This % is for citations paid, not issued) $15,000 30% $4,550.00 7 Monthly Rental or Lease for all citation technology equipment & software (including any internet access charges, maintenance, license subscription or any other fees) $120.00 Per Unit Per Month $2,880.00 8 Any additional fees or costs not defined above, please describe and enter in the lines provided below. Delinquent Collections $24,476.00 26% $6,363.76 SSN Request 344 $3.00 $1,032.00 Franchise Tax Board Processing $2,107.60 15% $316.14 Payment Plan Processing 0 $5.00 $0.00 Adjudication Hold Processing 293 $1.25 $366.25 Estimate Grand Total Annual Cost $20,861.80 ITEM DESCRIPTION Rate 1 NSF Check Processing (Charge to Citizen) $5.00 2 Credit Card Convenience Fee (Charged to Citizen) $3.50 Postage for Correspondence: As we are unable to predict the actual cost of postage or amount of correspondence, if your firm intends to charge the City for actual postage expenses, please provide if your firm passes the cost onto the City as the actual cost incurred, or if your firm applies a mark-up% to the actual cost incurred before invoicing the City: (The City reserves the right to audit contractors postage invoices upon request) Actual Cost Incurred (no mark-up) ____X____ (or) Actual Cost Incurred + mark-up: ____________% Schedule: The City is contemplating a contract with an initial five (5) year term, with the option for the City to renew for up to two (2) additional terms of two (2) years each. Any renewal is at the sole discretion of the City Manager. DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 17 of 20 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 18 of 20 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___x_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 19 of 20 with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Page 20 of 20 authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Policy #ACP GLO3089509589 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Policy #ACP GLO3089509589 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Policy #ACP GLO3089509589 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 Policy #ACP GLO3089509589 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593 DocuSign Envelope ID: 1C5AEC50-AA88-426C-AB81-007C1FC31593