Attachment 1 -Turbo Data Systemslrr_8..7\b-
AGREEMENT FOR PROCESSING
OF PARKING CITATIONS, PERMITS AND MOBILE DEVICES
This Agreement is entered into by and between Turbo Data Systems, lnc. (TDS), a California Corporation,
and the Town of Los Gatos, (hereinafter "Customer").
Whereas, TDS and the Customer desire to enter into an agreement whereby TDS will provide services and
equipment related to the processing of parking citations, provide a permit management system, and provide
mobile devices for the Customer pursuant to the terms and conditions set forth herein.
ln consideration of the mutual covenants, conditions, representations and warranties contained herein the
parties hereby agree as follows:
1. PURPOSE. The purpose of this Agreement is for TDS to process parking citations, provide permit
processing and provide mobile devices and support for the Customer in a timely manner.
2. SCOPE OF SERVICES. When and as directed by the Customer, TDS shall perform the following services:
See Attached Scope of Services
3. TERM. This agreement shall become effective for a period of five years, renewing annually thereafter
upon mutual consent, starting December 1, 2017. /
4. CONSIDERATION. ln consideration for services performed by TDS as provided in this agreement,
Customer shall pay TDS pursuant to the terms set forth in Exhibit "A" which is attached hereto and
incorporated herein by this reference.
5. PAYMENT OF FEES. Charges determined on the basis set forth in Exhibit "A" shall be billed on a monthly
basis in arrears and payment therefore shall be made within thirty (30) days after submission of each
separate invoice.
6. ACCOUNTING RECORDS. Records of the citations processed by TDS shall be available for examination by
the Customer or its authorized representative(s) at a time agreeable to the Customer and TDS within one
week following a request by the Customer to examine such records. Failure by TDS to permit such
examination within one (1) week of a request shall permit the Customer to withhold all further payments
until such examination is completed unless the Customer in writing authorizes an extension of time for
examination.
7. TIME OF PERFORMANCE. Time is of the essence, and TDS shall perform the services required by this
a8reement in an expeditious and timely manner so as not to unreasonably delay the purpose of this
agreement as set forth in Sections 1 and 2.
8. INDEPENDENT CONTRACTOR. At all times during the term of this agreement, TDS shall be an
independent contractor and shall not be an employee ofthe Customer. The Customer shall have the rlght to
control TDS only insofar as the results of TDS'S services rendered pursuant to this agreement; however,
Customer shall not have the right to control the means by which TDS accomplishes the services rendered
pursuant to this agreement.
9. FACILITIES AND EQUIPMENT. TDS shall, at its own cost and expense, provide all facilities and equipment
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tHH.------
Attachment 1
AGREEMENT FOR PROCESSING
OF PARKING CITATIONS, PERMITS AND MOBITE DEVICES
that may be required for performance of the servlces required by this agreement
11. INDEMNIFICATION BY CUSTOMER. TDS shall use due care in processing work of the Customer. Any
errors shall be corrected by TDS at no additional charge to the Customer. TDS shall be entitled to
reimbursement from the Customer for any expenses incurred by TDS for the correction of any erroneous
information provided by the Customer and TDS shall not be responsible for Customers' losses and expenses
resulting from erroneous source materials provided by the Customer. Neither party shall be liable to the
other for any indirect or consequential losses or damages resulting from any errors within the scope of this
Section 11.
12. FAIR EMPLOYMENT PRACTICES/EQUAL OPPORTUNIry ACTS. ln the performance of this agreement, TDS
shall comply with all applicable provisions of the California Fair Employment Practices Act (California Labor
Code Sections (410 et seq.) and the applicable equal employment provisions of the Civil Rights Act of 1964
(42 U.S.C. 200e 217), whichever is more restrictive.
13. AGENCY. Except as Customer may specify in writing TDS shall have no authority, expressed or implied,
to act on behalf of the Customer in any capacity whatsoever as an agent. TDS shall have no authority,
expressed or implied, pursuant to this agreement to bind Customer to any obligation whatsoever.
14. CHANGES lN LAW. Should there be any changes in the law applicable to the processing of parking
citations which would require material changes in the method of the processing as contemplated in this
agreement, or materially reduce or eliminate the amount of revenue received by the Customer from parking
citations, this agreement shall terminate on the date such law becomes effective, provided either party gives
sixty (60) days' notice of termination. Any changes in the processing of parking violations as a result of
changes in the law or DMV regulations affecting such violations, which do not materially add to the cost of
processing such citations by TDS shall be implemented by TDS at the request of the Customer, provided
however, that the cost of such implementation does not exceed the fee paid to TDS for performing such
services. lf any such change results in the cost of processing citations exceeding the amounts provided for in
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10. TDS agrees to defend, indemnify, hold free and harmless the Customer, its elected offlcials, officers,
agents and employees, at contractor's sole expense, from and against any and all claims, actions, suits or
other legal proceedings brought against the Customer, its elected officials, officers, agents and employees
arising out of the performance of the contractor, its employees, and/or authorized subcontractors, of the
work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply
without any advance showing of negligence or wrongdoing by the contractor, its employees, and/or
authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as
its basis the negligence, errors, omissions or misconduct of the contractor, its employees, and/or
authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against
the Customer, its elected officials, officers, agents and employees based upon the work performed by the
contractor, its employees, and/or authorized subcontractors under this Agreement, whether or not the
contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted
to be liable. Notwithstanding the foregoing, the contractor shall not be liable for the defense or
indemnification of the Customer for claims, actions, complaints or suits arising out of the sole active
negligence or willful misconduct of the Customer. This provision shall supersede and replace all other
indemnity provisions contained either in the Customer's speciflcations or contracto/s proposal, which
shall be of no force and effect-
AGREEMENT FOR PROCESSING
OF PARKING CITATIONS, PERM]TS AND MOBILE DEVICES
Section 4 and the Customer declines to amend this agreement to provide for the payment of such increased
costs, the agreement shall terminate as of the effective date of the change in the law or regulations.
15. OWNERSHIP OF SOFTWARE. Customer acknowledges that the software and software programs used by
the Customer or used for the Customer's benefit which were developed by TDS are the sole property of TDS
and the Customer obtains no right or interest in the software by virtue of this agreement.
15. OWNERSHIP OF DOCUMENTS. All citations and other physical documents pertaining to the Customer
(payment documents, appeal documents, etc.), shall be the property of the Customer. Copies of said
documents shall not be made available by TDS to any individual or organization without the prior written
approval of Customer, except as required by law. TDS agrees to provide Customer, in computer readable
form, a copy of all data files to service its citations at the conclusion of this Agreement.
17. FORCE MAJEURE. Neither party shall be responsible for delays or failure in performance resulting from
acts beyond the control of such parties. Such acts shall include, but are not limited to, Acts of God, strikes,
riots, acts of war, epidemics, fire, communication line failure, earthquakes or other disasters.
18. TERMINATION. This aBreement may be terminated by either party upon ninety (90) days written notice
after the original term of the agreement. At such time, TDS agrees to provide Customer, in computer
readable form, a copy of all data files to service its citations.
1.9. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this
agreement, such notice shall be served by certified mail addressed to:
TDS:Turbo Data Systems, lnc.
18302 lrvine Blvd, Suite 2(x)
Tustin, cA 92780
Roberta J. Rosen, President
CUSTOMER:Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
unless and until different addresses may be furnished in writing by either party to the other, and such notice
shall be deemed to have been served within seventy-two (72) hours after the same has been deposited in
the United States Post Office by certified mail. This shall be valid and sufficient service of notice for all
purposes.
20. EXTENT OF AGREEMENT. This agreement represents the entire and integrated agreement between
Customer and TDS and supersedes any and all prior negotiations, representations or agreements, either
written or oral. This agreement may be amended only by written instrument signed by both Customer and
TDS. This agreement may only be assigned with the express written consent of each of the parties hereto.
ln the event that any provision hereof is deemed to be illegal or unenforceable, such a determination shall
not affect the validity or enforceability of the remaining provisions hereof, all of which remain in full force
and effect.
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AGREEMENT FOR PROCESSING
OF PARKING CITATIONS, PERMlTS AND MOBILE DEVICES
21. LITIGATION COSTS. lf any legal action or any other proceeding is brought to enforce the terms of this
agreement, or because of an alleged dispute, breach, or misrepresentation in the connection with any of the
provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover their
reasonable attorneys' fees and other costs incurred in that action or proceeding, including the costs of
appeal in addition to any other relief to which it or they may be entitled.
22. EFFECTIVE DATE OF THIS AGREEMENT
after December 1, 2017.
This agreement, made in duplicate, shall be effective from and
Executed on this _ day of
TOWN OF tOS GATOS
By:See Attached Si gnature Page
TURBO DATA SYSTEMS, INC.
By: See Attached Signature Page
Roberta J. Rosen
President
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AGREEMENT FOR PROCESSING
OF PARKING CITATIONS, PERMITS AND MOBITE DEVICES
EXHIBIT .,A"
PARKING €ITATION PROCESSING
Basic Processing Services -Automated Citations
Manual Citations
Monthly Minimum
Notice Processing Services
Notices, initial review letters, other correspondence
Out of state Processing
Administrative Adiudication Processing
Paperless Appeals (eAppeals and Scanning)
Web Payments - Credit Card Processing
Franchise Tax Board Offset Program
includes postage
Bank Management
Process all parking deposits
Send monthly surcharge check
Write TDS check for services
Monthly reconciliation
Monthly check to Agency for balance of funds
55 fee per NSF and refund check
So.40
So.40
waived
S0.80/letter mailed
25% of amt collected
$1.25 per appeal
included with Adjudication
53.95 Fee Paid by Violator /
No Charge to Agency
25% of amt collected
S2.fi/letter mailed
plus 15% of amount collected
S75 per month plus bank fees y'
Fee lncreases:
Postal Rate lncrease Offset - Fees will increase immediately to offset the amount of any postal increase.
Annual CPI lncrease - For each additional year that this agreement continues per paragraph 3, the cost per
item shall be increased according to the CPI for the previous 12 month period.
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eXorbrt A
ICS Delinquent Collections
AGRECMENT FOR PROCESSING
OF PARKING CITATIONg PERMITS AND MOBITE DEVICES
MOBItE DEVICES with ticketPRO software
57 Active ticketPRo Magic Lease (5 yea., 3 units at S12o/month/unit =
Early Termination Fee: $55/month/unit for the remainder ofthe lease term
v
One Time Setup/Configuration included
Monthly Communications and Support included
Parking Citation ticket stock 5,q)0 citations = 5400
5,0fi) envelopes = S4fl)
sr"{,*.
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AGREEMENT FOR PROCESSING
OF PARKING CITATIONS, PERMITS AND MOBITE DEVICES
PERMIT PROCESSING
,/
PfrOCFSST$G FEES * PERTV,TT MANAAEMENT Arutaal k*wnce
2"OAO - 5,M
$r,tutaDNE ff$E STAfrTAP TCIST
Includm: Database Creation. Sy$em Setup cf Tables, mject Managernrrt Okrt Approryd, W*-Based
trainirq, Web Sih Custornizatitrr
{$frat rHL Y sEfr vrcEfcLfrafi-Hag TING Ff E $2sa
This fe*r wil[ cor$er *p basic nraintenanre and anailabilfy of t]E qfstern fs the puilic ard tre Cty.
Al*o Inrlutles:
Portal Account Registration
Hirp Permit @licatbfrs by tuHic A U$oading of Docurnents
lnrrentory Stock Managenrent
Albws Maile#in or OIC Permit Applkatisrs
Web-Based Payment
P0 Bo,',( estabiidled by TDS for Mailed-in Ap$irations
All other ctrr#porderre $rill be rnailed or sranrxd Hr,tdeen TDS ard $te City
"Self-Srvire" InBrnet access 2417 fu tlx prHic to view their perrnit informatfrrt
fuire SurFport via enrail 8am-5prn l.'torday-Friday (excltdirry l+didaF)
$x*tl# pw pnnitFeruat F*
' Fhysical tffi; fi&Dn-Diqatalrermits
$0"75 px PennitOnline {Digital} tur'rlr,it - Na freview - ltla Fulfrllnrerz,tr Mrh:als FDf Fennits
+$ZOO per Pwl*titPen*it {vlatx;al €xtry/Inrprt by TDS
r Incltdes docLrnpnt valldation
$1.5o lrerSrconit +
frrct clas* p*stageFUT- F IL LI*,EN T SER W C E5
TDS will assign app'oved Fermib ard deliver via mail with bter'
Suppliee{ by AgetryPen n it Stac k y' Su ytp li*s
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AGREEMENT FOR PROCESSING
OF PARKING CITATIONS, PERMITS AND MOBILE DEVICES
v
OTHEfr L ETTE R C0.frRESPtCI$lD€NCE $f perleifer * Uuf,
dass Stostage
This fee will rcryer the maili'ng of a sirqle pa6" of infornnation, such as a sim$e rersral letter or a
reffion letter, etr. Otler mailirqs outside af the fulfilmert proress ran be rxryotiated.
trennit Pracessing Sank Managenrcnt "$58perruorffi
F/rrs furlr feeqlrtrmrgrr'
. Proress all permit deposits into a separate account sefup for Aqency
" Wnite a cherk to TDS for services rendered. Reronrile the account rnonthly
' Provide rnonthly reconciliation of all activlties in the account
" \{Irite a rheck to Agency monthly for the balance of the funds. $5 fee per NSF and Refurd check
" trlote: Reduced to $25 per month if TDS Bank Managernent is already established
Credit Card Paynrcnts {Intemet}Ho Charge tCI Agenry
A conrrenierre fue cf 4o/a af lfie anrount paid is rharged b *te rufurs for this servire. This fee
{overs the rwt of ofigoing mainknance, support ard enharrernents of t}te ncb payrnut system, ard
indr.des daily and murthly reronciliation of all paynents. Optionalty, dre Agency may cff,lose b pay ftis
fee. {Rle wbjec{ to rhange).
cus r0 *rra rrfrN c HA R $ E5 { a PTroN A L )$12o PEfr Hfrafr
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