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1980-171-Authorizing Agreement With Datacom Systems CorporationRESOLUTION NO. 1980 -171 RESOLUTION AUTHORIZING AGREEMENT WITH DATACOM SYSTEMS CORPORATION. RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into that agreement with Datacom Systems Corporation dated September 15, 1980, concern- ing the processing of parking violation citations issued by members of the Los Gatos Police Department, a copy of which is attached hereto, and that the Mayor is authorized, and is hereby directed, to execute said agreement in the name and in behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held on the 17th day of November , 1980, by the following vote: AYES: COUNCIL MEMBERS: MarIvn J. Rasmussen, Peter W. Siemens, Brent N. Ventura ana Thomas J. Ferrito NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Ruth Cannon ABSTAIN: COUNCIL MEMBERS: None SIGNED: A WN F LOS GATOS ATTEST: CLERK F4T E TOWN OF LOS GA V AGREEMENT FOR PROCESSING PARKING CITATIONS THIS AGREEMENT IS MADE BY AND BETWEEN DATACOM SYSTEMS CORPORATION, hereinafter referred to as "Contractor," and Town of Los Gatos , hereinafter referred to as "Agency," and entered into this 17th day of November , 1980. The parties intend by this agreement to provide for the processing of fines, bail and forfeiture thereof, in connection with the issuance of citations for illegal parking pursuant to the laws of the State of California and ordinances of the Town of Los Gatos ARTICLE I - Processing 1.1 Referral and Reconciliation. Contractor shall receive and process parking citations which Agency delivers to it. Contractor will provide a daily reconciliation of the number of citations delivered by Agency. 1.2 Determination of Processable Citations. Contractor shall screen the parking citations referred to it by Agency to determine if the citation is processable. If the citation is determined by Contractor to be unprocessable (e.g., blank license number), Contractor shall return the citation to Agency within seven (7) days for clarification. Contractor will be paid the contractual rate hereinafter provided, for citations returned to the Agency as unprocessable. 1.3 Collection and Deposit of Funds. Contractor shall collect and deposit all monies received for the payment of parking citation fines and fees in a trust account with a local financial institution. Contractor will receive payments from vehicle owners through the mails and from agencies forwarding payments collected by them from registered owners. 1.4 Contractor shall disburse monthly, all monies on deposit from the payment -1- of parking citation fines and fees to the Agency, including any interest income earned by monies on deposit due Agency. Disbursement shall be made on or before the 15th of each month beginning the month following the date of this agreement. 1.5 Identification of Registered Vehicle Owners. Contractor shall exert best efforts and attempt to obtain the name and address of the registered vehicle owner from the California State Department of Motor Vehicles for each vehicle for which a parking citation has been issued but payment has not been received within the required time period. Contractor shall follow all procedures specified by the Department of Motor Vehicles, and be consistent with the California Vehicle Code when identifying registered vehicle owners. 1.6 Verification of Ownership. Contractor shall insure that adequate identifi- cation of registered vehicle owners and verification procedures are utilized which take into consideration, at the very least, the following factors: Issuance of new license plates, address changes, license plate transfers to other vehicles, name changes, and the validity of plates and registration during specific time periods applicable to individual cases. 1.7 Delinquency Notices. Contractor shall generate and mail (presorted, first- class postage, and within a reasonable period of time) delinquency notices to all identified registered owners of vehicles who fail to pay their parking citation fines or to post bail in the required manner limits provided by State and local law The period of time will not exceed the time The mailed notice will include all information required by the California Vehicle Code, including but not limited to the following: 1. The parking citation issuance date and number; 2. The consequences of nonpayment (a hold on the vehicle registration and the imposition of penalties); and 3. The amount of fines and fees due and payable. The delinquency notice form must comply with the requirements of State law. -2- 1.8 Registration Hol, . The Contractor will provide ..a system and procedures and will interface with the Department of Motor Vehicles to place a hold on vehicle registrations having unpaid parking fines and fees due against those vehicles in accordance with the California Vehicle Code and other applicable State and local laws. The holds will be placed within a reasonable period of time after the issuance of a delinquency notice. The period of time will not exceed the time limits provided by State law. 1.9 Removal of Registration Holds. Contractor will provide the system and pro- cedures and will interface with the Department of Motor Vehicles to remove registration holds when a registered vehicle owner satisfies the entire amount of parking citation fines, penalties, and fees due against the vehicle and establishes such payment to the satisfaction of Contractor. 1.10 Contested Citations. In the event a registered vehicle owner disputes the liability for the outstanding parking citation, Contractor shall advise the registered vehicle owner of his /her right to request a court appearance. The Contractor will coordinate a court appearance for the registered vehicle owner to the court. Santa Clara County Municipal Court will establish this process with the Contractor. 1.11 Citations Disposed of by Court. The Contractor may be required, as a result of court action, to reduce or cancel, on an individual basis, parking citations which have been referred to it. Contractor shall be paid the contractual rate hereinafter provided for processing the citation regardless of the outcome of court action. Contractor shall maintain racords indicating any reduction or cancellations of parking citations as a result of court action. 1.12 Suspension of Processing. Contractor shall suspend processing any citation referred to it for processing upon written notice to do so by the Agency. Contractor will return any citation requested to Agency. Contractor shall maintain records indicating any suspension of a citation as a result of Agency's request -3- Contractor shall be paid the contractual rate hereinafter provided for processing the citations suspended by the Agency. ARTICLE II - General 2.1 Public inquiries. For phone calls and correspondence, the contractor will process matters of a nonjudicial nature; matters of a judicial nature will be referred to the appropriate agency for determination. For scheduled court hearings, the Contractor will coordinate the necessary information with the court. The ability to deal with Spanish- speaking individuals will be provided by the Contractor. 2.2 Contractor Limitations. Contractor may not do any of the following without Agency's prior approval, in writing: a) Take any legal action; b) Threaten any legal action; or c) Make any communication, oral or written, regarding potential legal action. 2.3 Use of Approved Forms. All forms, delinquency notices, and correspondence sent by the Contractor must conform to State and local law. 2.4 Books and Records. Contractor shall maintain separate books and records within the County of Santa Clara for parking citations issued within the Agency's jurisdiction and referred to Contractor for processing. Such books and records shall be available for inspection and audit by Agency at all reasonable times without prior notice to Contractor. 2.5 Contractor Files. Contractor shall maintain files on each parking citation referred to it for processinq under this agreement. Such files will contain records of payments, collection efforts, disposition, and any other pertinent information required to provide an audit trail. -4- 2.6 Offices of Contractor. Contractor shall establish and maintain throughout the period of this agreement and any extensions thereof, an office within the County of Santa Clara, for the processing of parking citations, the maintenance of telephones, and the receipt of mail or other correspondence or inquiries relating to citations referred to Contractor under this agreement. 2.7 Citations, files, books, records, and other documents generated by Contractor in the performance of this agreement shall be deemed property of the Agency. ARTICLE III - Advisory Committee 3.1 Formation of Committee. An Advisory Committee shall be formed to work with the Contractor on the operation of the parking citation program. 3.2 Advisory Committee Membership. The Advisory Committee will consist of one representative from each Agency. Participation will be optional on the part of each Agency. 3.3 Contractor's Role. Contractor shall serve as a member of the Advisory Committee. 3.4 Duties of the Advisory Committee. The duty of the Advisory Committee shall be to recommend policy to the Agencies on the operation of the parking citation pro- gram within the County of Santa Clara. ARTICLE IV - Contract Price 4.1 Basis for Fee Structure. The fee structure hereinafter provided shall be based on the combined parking citation volume of all agencies within the County of Santa Clara who have contracted with the Contractor for the processing of parking citations. 4.2 Basis of Fee Computation. The fee due and payable to Contractor will be -5- computed on a per parkin, citation basis. Each parking . .ation assigned to Contractor for processing shall be utilized in computing the base for the total fee. Once the initial fee has been charged by parking citation, no additional costs can be charged by Contractor to pursue collection except as defined in Article IV, Section 4.4, and Article VI, Section 6.3, of this agreement. 4.3 Rate. The fee for the first year of the agreement is one dollar and thirty -five cents ($1.35) per parking citation based on a minimum combined volume of 150,000 parking citations per year for all agencies contracting with Contractor within the County of Santa Clara. The fee for the second and third year agreements (provided that the contract is renewed in accordance with the provisions hereinafter set forth) would be computed as follows: Year Two: 51.35 plus a cost -of- living adjustment as hereinafter defined, not to exceed a maximum rate of $1.50 per citation. The cost of living adjustment shall be computed as the percentage increase in the annual average Consumer Price Index for All Urban Consumers (1967 = 100) for the San Francisco Bay Area as published for year - ending June 30, 1981, as compared to year - ending June 30, 1980. Year Three: The second year rate per citation (exclusive of any postal rate increases) plus a cost -of- living price adjustment based on the percentage increase in the Consumer Price Index for the year- ending June 30, 1982, as compared to the year- ending June 30, 1981, not to exceed a maximum rate of $1.65 per citation. The fees for years two and three are based on a minimum combined citation volume of 150,000 citations per year. 4.4 Postal Rate Increases. Postal rate increases for presorted first -class mail during the period of this aqreement will automatically increase the per citation processing fee as hereinafter set forth that the postal rate increase takes place fee increase will be calculated as follows The increase will be effective on the date The amount of the per citation processing The Contractor will maintain adequate records to document the Contractor's actual increase in postage costs associated with the mailing of delinquency notices for unpaid citations and for other mailings related '.C'. to the processing of correspondence, etc., concerning any citations. These actual costs will be distributed over the total number of citations received during the remainder of the contract period for which the increased fee is in force in order to compute a per citation increase. This increase will be added to the per citation fee. The Contractor is hereby authorized to estimate the per citation increase (not to exceed the actual increase) and include it in his billings for citations received after the postal rate increase is effective. Contractor's billing for the last month of the contract term shall show the actual increased costs and adjust the per citation fee and resulting amount due from (or to) the Agency to reflect actual increased costs over the entire period during which the increased fee was in force. 4.5 Billings and Fee Analysis. Contractor shall bill the Agency once a month. A fee analysis which accurately reflects the fees earned during the month will be included with the bill. Not later than ten (10) business days after the bill and fee analysis have been received, Agency shall either approve or reject the bill and fee analysis. If these documents are rejected by Agency, Contractor will be notified and problems shall be resolved. Once resolved, Agency's controller (or designee) will request a warrant in the amount agreed upon, made payable to the Contractor. Delivery of the warrant will be arranged at the convenience of Contractor. In the event that such disputes are not resolved within three (3) business days after the bill and fee analysis have been rejected, Agency shall issue payment for those amounts shown which are not disputed. In the event that the aggregate citation volume of all contracting agencies within Santa Clara County drops below 150,000 citations for a contract year, the Contractor shall prepare an annual billing recalculating the fees due Contractor, at the rate of one dollar and eighty -five cents ($1.85) per parking citation. 4.6 Maximum Charges. The per citation fee charged to Agency hereunder repre- sents the maximum cost to be charged to Agency in the absence of any other written agreement. -7- ARTICLE .V - Reports 5.1 Monthly Reports. Beginning the month following the date of this agreement, and on or before the 15th of each month thereafter, Contractor shall submit to Agency monthly reports of its activities relating to performance under this agreement, including but not limited to a summary of collections, parking citations processed (including statistics by issuing agency and type of violation), delinquent citation notices sent, and delinquent notices paid, vehicle registration holds placed with the Department of Motor Vehicles. ARTICLE VI - Term of Contract and Additional Service 6.1 Term and Renewals. The term of this agreement shall be for the period commencing September 15, 1980, and ending September 14, 1981 and, if no notice of change or termina- tion is given by the Agency, the agreement shall.be automatically renewed for two additional one -year periods, on the same terms and conditions provided herein. 6.2 Cancellation. In the event of material breach of this agreement by Contractor as determined by Agency, Agency may cancel or terminate this agreement upon thirty (30) days written notice to Contractor. All citations, files, reports, information, data, and monies relating to such citations shall be returned to Agency within said time. 6.3 Additional Service. Any contracting Agency shall be free to negotiate a different agreement with the Contractor for any specialized service which does not fall within the standardized policy of this agreement. Additional service agree- ments shall not decrease the aggregate citation volume of all contracting agencies under this agreement. ARTICLE VII - Confidentiality 7.1 Materials Confidential. All reports, information, data, files, and tapes -8- furnished or prepared by the Contractor, its subcontractors, successors or assigns (to the extent hereinafter allowed) for the purpose of transmittal to Agency pursuant to this agreement are confidential. 7.2 Consent Required for Disclosure. No report, information, data, files or tapes furnished or prepared by Contractor or its subcontractors, successors or agents, shall be made available to any individual or organization without the prior written approval of Agency other than individuals or organizations who are reasonably necessary to properly effectuate the terms and conditions of this agreement. ARTICLE VIII - Claims and Actions 8.1 Reasonable Assistance of Contractor. In the event any claim or action is brought against Agency relating to Contractor's performance or services rendered under this agreement, Contractor shall render any reasonable assistance and cooperation which Agency might require. 8.2 Agency Cooperation. In the event any claim or action is brought against Contractor relating to Contractor's performance of services rendered under this agreement, Contractor shall notify the Agency, in writing, within five (5) days, of said claim or action. 8.3 Indemnification. Contractor agrees to indemnify and hold Agency harmless against any and all liability, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of acts of the agents, servants, employees, successors, or assigns (to the extent hereinafter allowed) of Contractor during the term of this agreement. Conversely, Agency agrees to indemnify and hold Contractor harmless against any and all liabilities, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of the acts of the agents, servants, or employees of Agency. M 8.4 BondS and Insurance. Contractor agrees to furnish the following bonds and insurance policies prior to the commencement of work under this agreement and agrees to maintain them throughout the term of this contract and any renewals thereof: a) A comprehensive all -risk policy and /or bond naming all of the agencies within the County of Santa Clara who have contracted with the Contractor as an insured or real party in interest covering any and all personal property of the Agency, including but not limited to cash, checks, and money orders against the loss, damage or destruction from any cause, including but not limited to embezzlement, forgery, larceny, or robbery while such property is in the custody or control of the Contractor or any of its subcontractors, agents, employees, or assigns (to the extent hereinafter allowed). Liability under this policy shall be limited to $200,000. b) A public liability policy. naming all of the agencies within the County of Santa Clara who have contracted with the Contractor as an insured, and as a real party in interest covering the collection activities of the Contractor and its directors, officers, partners, employees, and agents, for personal injury, property damage, defamation, invasion of privacy, negligent and intentional infliction of emotional distress, and violation of civil rights in the upper limits of $250,000 per individual and $500,000 per occurrence. c) Workers' Compensation and Employers Liability. Contractor shall obtain and keep in full force and effect compensation and liability insurance necessary in connection with the performance of this agreement to protect itself and its employees under the Workers' Compensation Insurance and Safety Act. Such insurance shall relieve Agency from all responsibility therefor. d) With respect to the policies of insurance and /or bonds required of Contractor under subparagraphs (a), (b), and (c) hereof, Contractor shall supply Agency with a suitable statement certifying to the appropriate pro- tection and defining the terms of the applicable policy and /or bond issued -10- within thirty (30) days of the execution of this agreement. ARTICLE IX - Subcontractors and Assignments 9.1 Subcontracting. Contractor is authorized to engage subcontractors within the State of California at Contractor's own expense. 9.2 Assignments. This contract may not be assigned without the prior written consent of the Agency. ARTICLE X - Independent Contractor 10.1 Contractor's Relationship. Contractor's relationship to Agency in the performance of this agreement is that of an independent contractor. Personnel performing services under this agreement shall at all times be under Contractor's exclusive direction and control and shall be employees of Contractor and not employees of the Agency. Contractor shall pay all wages and salaries and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, unemployment compensation, workers' compensation, and similar matters. Neither Contractor nor any agent or employee of Contractor shall obtain any right to retirement benefits or other benefits which accrue to employees of Agency, and Contractor hereby expressly waives any claim it might have to such rights. ARTICLE XI - Entire Agreement 11.1 Integrated Agreement. This contract is intended by the parties as a final expression of their agreement and also as a complete and exclusive statement of the terms thereof, in a prior oral or written agreement regarding the same subject matter notwithstanding. This agreement may not be modified or terminated orally, and no modification or any claim of waiver of any of the provisions shall be effective unless in writing and signed by both parties. 11.2 Law Applicable. Contractor agrees to comply with all laws within the -11- State of California governing the conduct of business, including but not limited to laws pertaining to licenses, taxes, corporate regulation, and collection practices. 11.3 Notices to Parties. Any notice required under this agreement to be given to either party may be given by depositing in the United States mail, postage prepaid, first - class, a notice addressed to the following: Town of Los Gatos E. Main St. .Los Gatos, Ca. 95030 Datacom Systems Corporation 777 North First Street San Jose, CA 95112 WHEREFORE, the parties hereto have entered into this agreement as of the day and year first hereinabove written. CONTRACTOR ATTEST: YOR OF THE ,'1'QVJN" OF LOS GATOS CLERK OF THE TOWN OF LOS PTOS -12- a