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HomeMy WebLinkAboutData Ticket, Inc. - 2025-04-01 (2) -.ter 2000 Main Street, Huntington Beach,CA 92648 a `= City of Huntington Beach za APPROVED 7-0 AS AMENDED BY SUPPLEMENTAL COMMUNICATION File#: 25-207 MEETING DATE: 4/1/2025 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Travis Hopkins, City Manager VIA: Alisa Backstrom, City Treasurer PREPARED BY: Joyce Zacks, Deputy City Treasurer Subject: Approve and authorize execution of a contract with Data Ticket, Inc., for the provision of Parking and Administrative Citation processing and Parking Permit Services Statement of Issue: City Council approval is requested for an agreement between the City of Huntington Beach and Data Ticket, Inc. (Data Ticket) to provide parking and administrative citation processing, collection services, and parking permit services. Financial Impact: The FY25/26 proposed budget forthe Treasury Department contains sufficient funding in the General Fund to support the annual cost of the contract with Data Ticket for parking citations and fines, parking permit services, and administrative citations. These combined are anticipated to generate . approximately $6,000,000 in General Fund revenue each year. Recommended Action: (A) Approve and authorize the Mayor and City Clerk to execute "Service Agreement Between the City of Huntington Beach and Data Ticket, Inc. For Citation Processing and Parking Permit Solution Services" in an amount not to exceed $1,950,000 for 6 3-year term with two additional one-year extensions; and (B) Authorize the City Manager to execute all documents in furtherance of this Agreement. Alternative Action(s): Do not approve, and direct staff accordingly. Analysis: The City of Huntington Beach has maintained an external contractor to perform parking citation processing since 1992 due to the high costs of performing these functions in-house. City of Huntington Beach Page 1 of 2 Printed on 3/26/2025 powered by Legistar"" 155 File#: 25-207 MEETING DATE: 4/1/2025 The City of Huntington Beach conducted a competitive bid in July 2021 where it was determined that Data Ticket offered both the lowest cost and best customer service, along with the most advanced technology. Data Ticket also offers technological and customer service capabilities in the areas of online permit sales, as well as License Plate Recognition (LPR) capability to further enhance Police and Parking Enforcement efficiencies. The current agreement with Data Ticket expires at the end of June 2025. The City would like to continue with Data Ticket for parking citation and parking permit services to ensure ongoing collection. Additionally, as part of the City's ongoing efforts to improve operational efficiencies and increase revenue, we would like to expand the scope of services to include processing of administrative citations. The addition of administrative citations will enhance noticing, aging, and collection of citations across multiple City departments, resulting in increased revenues for the General Fund. Municipal Code 3.02.190.0 (Interagency Purchase Agreements) allows the City to "piggyback" off the County of Riverside's existing contracts/purchase orders with Data Ticket. Their agreement was procured through an approved Request for Bid process, and the contract was issued on July 1, 2022. City Council authorization is requested to execute a new three-year agreement with Data Ticket, Inc. in an amount not to exceed $1,950,000 over 3 years. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Non Applicable -Administrative Item Attachment(s): 1. Service Agreement Between the City of Huntington Beach and Data Ticket, Inc. For Parking. and Administrative Citation Processing and Parking Permit Solution 2. City of Riverside Professional Service Agreement for Citation Processing Services with Data Ticket, Inc. City of Huntington Beach Page 2 of 2 Printed on 3/26/2025 powered by Legistar'*' 156 ',/.0/0.TINGTp�B\ CITY OF AN _', HUNTINGTON BEACH . , `92; . CcUNTY t�••#i TO: Honorable Mayor and City Councilmembers FROM: Alisa Backstrom, City Treasurer DATE: March 27, 2025 SUBJECT: SUPPLEMENTAL COMMUNICATION FOR ITEM NO. 14 (25-207) TO APPROVE AND AUTHORIZE EXECUTION OF A SERVICE AGREEMENT DATA TICKET FOR THE PROVISION OF PARKING AND ADMINISTRATIVE CITATION PROCESSING AND PARKING PERMIT SERVICES This supplemental communication is to revise the Data Ticket Inc. Service Agreement to approve and authorize execution of a service agreement for parking and administrative citation processing and parking permit services. The final agreement should state on page 2 "not to exceed the amount of$1,950,000", rather than the $2,000,000. Additionally, notices are to be sent to the attention of the City Treasurer's Office, not the Public Works Department as stated on page 6 of the agreement. Please see attached updated Data Ticket Inc. Service Agreement in this supplemental communication which replaces the original agreement previously published with the staff report. SUPPLEMENTAL COMMUNICATION Meeting Date: 4/1/2025 Agenda Item No. 14 (25-207) Office: (714)536—5200 I 2000 Main Street, Huntington Beach,CA 92648 I www.huntingtonbeachca.gov 3. Compensation a. City agrees to pay,and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement,shall not exceed One Million Nine Hundred Fifty Thousand Dollars($1,950,000.00)during the term of this Agreement. b. Payment by City shall be made within thirty(30)days following receipt of proper invoice evidencing work performed,subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence May 1,2025, or as soon as practicable after the execution of this Agreement by City(the"Commencement Date")and terminate three(3)years from Commencement Date,unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date,Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A"or changes in the scope of services described in Exhibit"A,"Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder,including,without limitation,all original drawings,designs,reports, both field and office notices, calculations,computer code,language,date or programs,maps,memoranda,Ietters and other documents,shall belong to City,and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 25-16157/373564 2 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer,delegate,or subcontract any interest herein without the prior written consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Emolovees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices,certificates,or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove)or to City as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid,and depositing the same in the United States Postal Service,to the addresses below. City and Contractor may designate different addresses to which subsequent notices,certificates or other communications will be sent by notifying the other party via personal delivery,a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Data Ticket,Inc. Attn: City Treasurer Attn: Brooke Westcott 2000 Main Street 2603 Main Street Suite 300 Huntington Beach,CA 92648 Irvine, CA 92614 19. Consent When City's consent/approval is required under this Agreement,its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 25-16157/373564 6 City Council/Public Financing ACTION AGENDA April 1,2025 Authority Item withdrawn City Treasurer 14. 25-207 Approved and authorized execution of a contract with Data Ticket, Inc., for the provision of Parking and Administrative Citation processing and Parking Permit Services Recommended Action: (A) Approve and authorize the Mayor and City Clerk to execute"Service Agreement Between the City of Huntington Beach and Data Ticket, Inc. For Citation Processing and Parking Permit Solution Services" in an amount not to exceed $1,950,000 for a 3-year term with two additional one-year extensions; and (B) Authorize the City Manager to execute all documents in furtherance of this Agreement. Approved 7-0 As amended by supplemental communication. PUBLIC HEARING 15. 25-242 Approved Zoning Text Amendment No. 25-001 (Smoke/Tobacco Shop Regulations) by approving for introduction of Ordinance Nos. 4331, 4332, 4333, and 4334 (continued from the March 18, 2025, City Council Meeting) Recommended Action: A) Find Zoning Text Amendment No.25-001 exempt from the California Environmental Quality Act(CEQA) pursuant to City Council Resolution No. 4501, Class 20, which supplements the California Environmental Quality Act because the request is a minor amendment to the zoning ordinance that does not change the development standards intensity or density; and, B) Approve Zoning Text Amendment No.25-001 with findings(Attachment No. 1)and approve for introduction: 1. Ordinance No.4331,"An Ordinance of the City Council of the City of Huntington Beach Amending Chapter 204 Use Classifications of the Huntington Beach Zoning and Subdivision Ordinance (Zoning Text Amendment No. 25-001)"; (Attachment No. 2) 2. Ordinance No.4334,"An Ordinance of the City Council of the City of Huntington Beach Amending Chapter 211 C Commercial Districts of the Huntington Beach Zoning and Subdivision Ordinance (Zoning Text Amendment No. 25-001)"; (Attachment No. 3) 3. Ordinance No.4333,"An Ordinance of the City Council of the City of Huntington Beach Amending Chapter 212 I Industrial Districts of the Huntington Beach Zoning and Subdivision Ordinance (Zoning Text Amendment No. 25-001)"; (Attachment No. 4) 4. Ordinance No.4332,"An Ordinance of the City Council of the City of Huntington Beach Amending Chapter 230 Site Standards of the Huntinaton Beach Zoning Code and Page 6 of 8 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND DATA TICKET, INC. FOR CITATION PROCESSING AND PARKING PERMIT SOLUTION SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called"City," and Data Ticket, Inc., a California Corporation, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of citation processing and parking permit solutions. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Brook Westcott, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 25-16157/373564 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00) during the term of this Agreement. b. Payment by City shall be made within thirty(30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence May 1,2025, or as soon as practicable after the execution of this Agreement by City(the"Commencement Date") and terminate three(3)years from Commencement Date,unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A"or changes in the scope of services described in Exhibit"A,"Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including,without limitation, all original drawings, designs,reports,both field and office notices, calculations, computer code, language, date or programs,maps,memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 25-16157/373564 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend,hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a faun which includes a designated general aggregate limit, 25-16157/373564 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however,ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 25-16157/373564 4 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services perfoinied by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25-16157/373564 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, " delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service,to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Data Ticket, Inc. Attn: City Treasurer Attn: Brooke Westcott 2000 Main Street 2603 Main Street Suite 300 Huntington Beach, CA 92648 Irvine, CA 92614 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 25-16157/373564 6 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract,then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; 25-16157/373564 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25-16157/373564 8 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25-16157/373564 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a DATA TICKET, INC. municipal corporation of the State of California B • t Mayor Print name ITS: (circle one) Chairman/President/ Vice President City Clerk By:"f2- 11.ic d-4c► INITIATED AND APPROVED: Print name ITS: (circle one) Secretes i .f Fin mc_ (---dfficertsst. Secretary-Treasurer City Treasurer APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Manager COUNTERPART 25-16157/373564 1O 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a DATA TICKET, INC. municipal corporation of the State of California By: Mayor Print name ITS: (circle one) Chairman/President/Vice President Yikkatote,Alleir" ity Clerk 1/2-Zt, AND By: INITIATED AND APPROVED: Print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer City Treasurer APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Manage COUNTERPART 25-16157/373564 10 NOTE TO FILE EXHIBITS A & B WILL NOT BE SCANNED DUE TO THEIR PROPRIETARY AND CONFIDENTIAL NATURE V(1(---. ® DATE(MMIDDIYYYY) AC oRo CERTIFICATE OF LIABILITY INSURANCE 11/2/2024 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(les)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 ondorsement(s). OPRODUCER NAMEACT Lynette(Lynn)Eye PIA Select Insurance Solutions-Service Location PHONE No,Ext): 805-975-3531 FAX No): N/A 1938 Vista Del Oru EADDRESS: Iynn.cyefgpiaselect.coin INSURER(S)AFFORDING COVERAGE NAIC X Santa Maria CA 93458 INSURER A: Colony Insurance Company 39993 INSURED INSURER B: Employers Assurance Co. 25402 Data Ticket,Inc. INSURER C: Continental Casualty Company 20443 I)aA:Revenue Experts INSURER D: Arch Specialty Insurance Company&sec attached 21199 2603 Main Street,Ste.300 INSURER E: Travelers Casualty and Surety Company of America 31194 Irvine CA `)2614-5200 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. USSR ALUM:1MH POLICY EI-1- POLICY EXP TYPE OF LTR INS!) WVO POLICY NUMBER (MMIDDIYVYY) (MMJDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAOic IUHtNitV CLAIMS-MADE I XIOCCUR PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 A 1' 103 GL 0215056-01 1 1/01 i2024 11/01/2025 PERSONAL 8 ADV INJURY $ 1,0(10,000 GEN L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ( re,--a LOC PRODUCTS-COMP/OP AGG S 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ I,OUD,OUD (Ea accident) ANY AUTO BODILY INJURY(Par person) $ A —AWNED —AUTOSSCHEDULED Y 103 CiL 0215056-01 I I/01/2024 11/01/2025 BODILY INJURY(Per accident) S _AUTOS ONLY _AUTOS XHIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY X AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE S 3,000,000 A X EXCESS LIAB CLAIMS-MADE XS176835 ll/01/2024 I1/(11/2025 AGGREGATE $ 3,000,000 DED RETENTIONS S WORKERS COMPENSATION PEH OIH- AND EMPLOYERS'LIABILITY X STATUTE ER I) ANY OFFICER/MEMBER EXCLUDED?PROPRIETOR/PARTNER/EXECUTIVE Y''N N/A EIG4581764-05 11/01/2024 1 1/01/2025 E.L.EACH ACCIDENT S I,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 if yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 Sec attached Additional Remarks Schedule for additional policies DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more apace Is required) 1 It is agreed the Certificate Holder listed below is included as Additional Insured as required by written contract. Coy a •primary and non-contributory. APPROVED AS TO FOR fiy MICHAEL E. GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATIQij•1Y OP IIUNTINGTnN BEAC'-I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach,it's officers,elected or ACCORDANCE WITH THE POLICY PROVISIONS. appointed officials,employees,agents and volunteers AUTHORIZED REPRESENTATIVE 2000 Main St. 1-9 vt.il1 P, Pi e. I Huntington Beach CA 92648 ©1986.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: A`CORD® ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMEDINMURE° PIA Select Insurance Solutions Data Ticket,Inc. POLICY NUMBER - OBA:Revenue Experts Various policies-sea below CARRIER NAiM CODE Various carriers-see below EFFECTIVE DATE: Various dates ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Attachment to Certificate of Insurance Insurer C:Continental Casualty Company Professional Liability/Errors&Omissions Policy#287188360 Policy period:11/1/2024 to 11/1/2025 Limit:$2,000,000 $10,000 Retention per claim insurer D: Arch Specialty,Ascot Specialty,Aspen Specialty,Fireman's Fund&,Fortegra Specialty insurance Companies Cyber Liability Policy#C-4LPY-035907-CYBER-2024-A Policy period:11/1/2024 to 11/1/2026 Limit:$3,000,000 $10,000 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 If ACORD 101(2008101) OD 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 103 GL 0215056-01 POLICY NUMBER: 103 GL 0215056-01 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION 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 CITY OF HUNTINGTON BEACH, ITS OFFICERS, AS REQUIRED PER WRITTEN CONTRACT ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS 2000 MAIN ST Huntington Beach, CA 92648 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 B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions;or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. 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. CG 20 10 12 19 ©Insurance Services Office, Inc.,2018 Page 1 of 2 103 GL 0215056.01 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or { ii Page 2 of 2 ©Insurance Services Office, Inc.,2018 CG 2010 12 19 103 GL 0215056.01 ENDT.#001 EFF: 12/20/2024 POLICY NUMBER: 103 GL 0215056-01 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations City of Huntington Beach, its officers, elected or As designated In written contract with the Named Insured appointed officials, employees, agents and volunteers 2000 Main Street Huntington Beach,CA 92648 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 B. With respect to the insurance afforded to these include as an additional insured the person(s)or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused, in whole or in part,by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described In the Schedule of this endorsement amount of insurance: performed for that additional insured and included 1. Required by the contract or agreement; or in the products-completed operations hazard'. However: 2. Available under the applicable limits of insurance; 1. The insurance afforded to such additional insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. 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. CG 20 37 12 19 ©Insurance Services Office, Inc.,2018 Page 1 of 1 103 GL 0215056. 01 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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 (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured, 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 CO 20 01 12 19 ©Insurance Services Office, Inc„ 2018 Page 1 of 1 103 GL 0215056.01 POLICY NUMBER:103 GL 0215056-01 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST 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 organizations) 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(e)shown in the Schedule above. ( CO 24 04 1219 ©Insurance Services Office, Inc.,2018 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description With respect to all employees subject to the workers' compensation laws of the state of California, any person or organization for whom • the Named Insured has agreed by written contract to furnish this waiver. This policy is subject to a minimum charge of$250 for the issuance of waivers of subrogation • This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is issued subsequent to preparation of the policy.) This endorsement,effective 11/01/2024 at 12:01 AM standard time,forms a part of Policy No. EIG 4581764 05 Of the EMPLOYERS ASSURANCE CO. Carrier Code 00919 Issued to DATA TICKET, INC. Endorsement No. Premium $10,355 Countersigned at on By: Authorized Representative WC 04 03 06 (Ed.4-84) ©1998 by the Workers'Compensation Insurance Rating Bureau of California.All rights reserved. 103 GL 0215050.01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, HIRED AUTO AND NON-OWNED AUTO LIABILITY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement is subject to all of the provisions of the Commercial General Liability Coverage Part, except as otherwise provided In this endorsement.All numbers and letters used to designate paragraphs in this endorsement are specific to this endorsement only. They do not reference paragraphs in the Commercial General Liability Coverage Part. Insurance is provided only with respect to those coverages for which a specific Limit of Insurance and Premium are shown: SCHEDULE Coverage Limits Of Insurance Premium Hired Auto Liability Insurance $ 1,000,000 Each Occurrence Limit $included Non-owned Auto Liability Insurance $ 1,000,000 Each Occurrence Limit $ 1,000,000 Aggregate Limit Information required to complete this Schedule, If not shown above,will be shown in the Declarations. A. Hired Auto Liability The insurance provided under SECTION i —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY; applies to 'bodily injury" or "property damage" arising out of the maintenance or use of a"hired auto"by you or your"employees"in the course of your business. B. Non-owned Auto Liability The insurance provided under SECTION I— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, applies to "bodily injury" or "property damage" arising out of the use of a"non-owned auto"by any person in the course of your business. C. Changes in Exclusions With respect to the insurance provided by this endorsement: 1. The following exclusions under SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions,do not apply: } a. Contractual Liability; b. Liquor Liability; C. Employer's Liability; d. Aircraft, Auto Or Watercraft; e. Mobile Equipment; f. Damage To Property; g. Damage To Your Product; h. Damage To Your Work; U132A-0908 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 4 with its permission.. 103 GL 0215056.01 I. Damage To Impaired Property Or Property Not Physically Injured;and J. Recall Of Products,Work Or Impaired Property. 2. SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended and the following are added: This insurance does not apply to: a. "Bodily injury" or"property damage"for which the insured is obligated to pay damages by rea- son of the assumption of liability in a contract or agreement. This exclusion does not apply to li- ability for damages: (1) That the insured would have in the absence of the contract or agreement;or (2) Assumed in a contract or agreement that is an 'insured contract",provided the'bodily injury" or"property damage"occurs subsequent to the execution of the contract or agreement. • b. "Bodily injury"to: (1) An"employee"of the Insured arising out of and In the course of: (a) Employment by the insured;or (b) Performing duties related to the conduct of the Insured's business;or (2) The spouse, child, parent, brother or sister of that "employee"as a consequence of Para- graph (1)above. This exclusion applies: (1) Whether the Insured may be liable as an employer or in any other capacity;and (2) To any obligation to share damages with or repay someone else who must pay the damages because of the Injury. This exclusion does not apply to: (1) Liability assumed by the Insured under an "Insured contract";or (2) "Bodily injury"to domestic"employees"not entitled to workers'compensation benefits. c. "Property damage"to: (1) Property owned or being transported by,or rented or loaned to the Insured;or (2) Property in the care,custody or control of the insured. D. Who Is An Insured For the purposes of this endorsement only, SECTION II—WHO IS AN INSURED, is deleted and re- placed by the following: WHO IS AN INSURED 1. Each of the following Is an Insured under this insurance to the extent set forth below: a. You. b. Any other person using a"hired auto"with your permission in the course of your business. c. With respect to a "non-owned auto", any partner or "executive officer" of yours, but only while such"non-owned auto"is being used in your business. fi d. Any other person or organization, but only with respect to their liability because of acts or omis- sions of an insured under Paragraph a., b.or c.above. U132A-0908 Includes copyrighted material of Insurance Services Office, inc. Page 2 of 4 with its permission. 103 GL 0215056.11 2. None of the following is an insured; a. Any person engaged in the business of his or her employer with respect to "bodily injury"to any co-"employee" of such person injured in the course of employment, or to the spouse,child, par- ent, brother or sister of that co-"employee"as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; b. Any partner or"executive officer"with respect to any"auto"owned by such partner or officer or a member of his or her household; c. Any person while employed in or otherwise engaged In performing duties related to the conduct of an"auto business",other than an"auto business"you operate; d. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non- owned auto"or any agent or"employee"of any such owner or lessee; e. Any person or organization with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. E. Limits Of Insurance For the purposes of this endorsement only, SECTION III—LIMITS OF INSURANCE, is deleted and replaced by the following: LIMITS OF INSURANCE Regardless of the number of"hired autos", "non-owned autos", insureds,premiums paid, claims made or vehicles involved in the "occurrence", the most we will pay for all damages resulting from any one "occurrence" is the applicable Limit of Insurance shown in the Schedule of this endorsement or In the Declarations. The Aggregate Limit is the most, subject to the Each Occurrence Limit, we will pay as damages for "bodily injury"or"property damage"sustained and expenses incurred in the defense and adjustment of all claims and"suits"regardless of how many persons assert claims or"suits"against you. The Each Occurrence and Aggregate Limits described above are the most we will pay regardless of the number of insureds. These Limits of Insurance are subject to and not in addition to the General Aggregate Limit shown in the Declarations of the policy. Payments under these Limits of Insurance are part of and erode the policy General Aggregate Limit of Insurance shown in the Declarations. F. Changes In Conditions For the purposes of this endorsement only,the Other Insurance Provision of the Commercial Gen- eral Liability Conditions Section is deleted and replaced by the following: OTHER INSURANCE This insurance Is excess over any primary insurance covering the"hired auto"or"non-owned auto". G. Additional Definitions For the purposes of this endorsement only,the following definitions are added to the Definitions Sec- tion: 1. "Auto business" means the business or occupation of selling, repairing, servicing, storing or park- ing"autos". 2. "Hired auto"means any"auto"you lease,hire,rent or borrow. This does not include any"auto"you lease, hire, rent or borrow from any of your"employees", your partners or your"executive officers", or members of their households. U132A-0908 includes copyrighted material of Insurance Services Office, Inc. Page 3 of 4 with its permission. 103 GL 0215056-01 3. "Non-owned auto" means any "auto" you do not own, tease, hire, rent or borrow which is used in connection with your business. This includes"autos"owned by your"employees",your partners or your"executive officers",or members of their households, but only while used in your business. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. • 0 U132A-0908 Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 4 with its permission. °°C`gsj ?�ti' ... „ CITY OF - yT HUNTINGTON BEACH • °+ Lisa Lane Barnes I City Clerk April 4, 2025 Data Ticket, Inc. Attn: Brooke Westcott 2603 Main Street, Suite 300 Irvine, CA 92614 Dear Ms. Wescott: Attached for your records is an executed copy the Service Agreement between the City of Huntington Beach and Data Ticket, Inc. for Citation Processing and Parking Permit Solution Services, approved by the Huntington Beach City Council on April 1, 2025. Sincerely, 114';'4L lam" Lisa Lane Barnes • City Clerk LLB:ds Enclosure } Office: (714)536—5405 I 2000 Main Street, Huntington Beach, CA 92648 I www.huntingtonbeachca.gov . Contract ID#TLARC-96258-4179-6/27 PROFESSIONAL SERVICE AGREEMENT for CITATION PROCESSING SERVICES (PARKING,ADMINISTRATIVE AND CIVIL PENALTY) between COUNTY OF RIVERSIDE and DATA TICKET,INC. O �'���� LI r r R i joy V "�`, ter^ d1) `� ) 40 iiit.'i: .. . 1 `rM,.N cAL,... ; 'j1,4r9, ' $q RFQ#TLARC-2022-483 Page 1 of 37 Form#116-310—Dated:3/21/2019 240 Contract ID#TLARC-96258-4179-6/27 TABLE OF CONTENTS SECTION HEADING , PAGE NUMBER 1. Description of Services 3 2. Period of Performance 3 3. Compensation 3 4. Alteration or Changes to the Agreement 5 5. Termination 5 6. Ownership/Use of Contract Materials and Products 6 7. Conduct of Contractor 7 8. Inspection of Service;Quality Control/Assurance 7 9. Independent Contractor/Employment Eligibility 8 10. Subcontract for Work or Services 9 11. Disputes 9 12. Licensing and Permits 10 13. Use by Other Political Entities 10 14. Non-Discrimination 10 15. Records and Documents 11 16. Confidentiality 11 17. Administration/Contract Liaison 11 18. Notices 12 19. Force Majeure 12 20. EDD Reporting Requirements 12 21. Hold Harmless/Indemnification 13 22. Insurance 13 23. General 17 Exhibit A-Scope of Services 20 Exhibit B-Payment Provisions 23 RFQ#TLARC-2022-483 Page 2 of 37 Form#116-310—Dated:3/21/2019 241 Contract ID#TLARC-96258-4179-6/27 This Agreement is made and entered into this day of , 2022, by and between DATA TICKET, INC., a California corporation, (herein referred to as "CONTRACTOR") and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY").The parties agree as follows: 1. Description of Services 1.1 CONTRACTOR shall provide all services as outlined and specified in Exhibit A, Scope of Services,at the prices stated in Exhibit B,Payment Provisions. 1.2 CONTRACTOR represents that it has the skills,experience, and knowledge necessary to perform under this Agreement and the COUNTY relies upon this representation. CONTRACTOR shall perform to the satisfaction of the COUNTY and in conformance to and consistent with the highest standards of firms/professionals in the same discipline in the State of California. 13 CONTRACTOR affirms that it is fully apprised of all of the work to be performed under this Agreement; and the CONTRACTOR agrees it can properly perform this work at the prices stated in Exhibit B. CONTRACTOR is not to perform services or provide products outside of the Agreement. 1.4 Acceptance by the COUNTY of the CONTRACTOR's performance under this Agreement does not operate as a release of CONTRACTOR's responsibility for full compliance with the terms of this Agreement. 2. Period of Performance 2.1 This Agreement shall be effective July 1, 2022 (herein referred to as "Effective Date") and continues in effect through June 30, 2025, with the option to renew for two (2) additional one (1) year periods by a written amendment signed by the authorized representatives of both parties for a final completion date of June 30, 2027, unless terminated earlier. CONTRACTOR shall commence performance upon the Effective Date and shall diligently and continuously perform thereafter. The Riverside County Board of Supervisors is the only authority that may obligate the COUNTY for a non-cancelable multi-year agreement. 3. Compensation 3.1 The COUNTY shall pay the CONTRACTOR for services performed, products provided and expenses incurred in accordance with the terms of Exhibit B, Payment Provisions. Maximum payments by COUNTY to CONTRACTOR shall not exceed fifty thousand dollars ($50,000) annually including all expenses. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted RFQ#TLARC-2022-483 Page 3 of 37 • Form#116-310—Dated:3/21/2019 242 Contract ID#TLARC-96258-4179-6/27 amount and shall have no obligation to purchase any specified amount of services or products. Unless otherwise specifically stated in Exhibit B, COUNTY shall not be responsible for payment of any of CONTRACTOR's expenses related to this Agreement. 3.2 No price increases will be permitted during the first year of this Agreement (If applicable). All price decreases (for example, if CONTRACTOR offers lower prices to another governmental entity) will automatically be extended to the COUNTY. The COUNTY requires written proof satisfactory to COUNTY of cost increases prior to any approved price adjustment. After the first year of the award, a minimum of 30-days advance notice in writing is required to be considered and approved by COUNTY. No retroactive price adjustments will be considered.Any price increases must be stated in a written amendment to this Agreement.The net dollar amount of profit will remain firm during the period of the Agreement.Annual increases shall not exceed the Consumer Price Index-All Consumers, All Items-Greater Los Angeles, Riverside and Orange County areas and be subject to satisfactory performance review by the COUNTY and approved (if needed) for budget funding by the Board of Supervisors. 33 CONTRACTOR shall be paid only in accordance with an invoice submitted to COUNTY by CONTRACTOR within fifteen (15) days from the last day of each calendar month, and COUNTY shall pay the invoice within thirty (30) working days from the date of receipt of the invoice. Payment shall be made to CONTRACTOR only after services have been rendered or delivery of materials or products, and acceptance has been made by COUNTY. Prepare invoices in duplicate. For this Agreement, send the original copies of invoices to: Transportation and Land Management Agency-Code Department Attn:Fiscal Services, 14d'Floor 4080 Lemon Street Riverside,CA 92501 and email the and duplicate copies to Code_Receipts@rivco.org a) Each invoice shall contain a minimum of the following information: invoice number and date; remittance address; bill-to and ship-to addresses of ordering department/division; Agreement number(TLARC-96258-4179-6/27); quantities; item descriptions, unit prices, extensions, sales/use tax if applicable,and an invoice total. b) Invoices shall be rendered monthly in arrears. 3.4 The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made. In RFQ#TLARC-2022-483 Page 4 of 37 Form#116-310—Dated:3/21/2019 243 Contract ID#TLARC-96258-4179-6/27 the State of California, government agencies are not allowed to pay excess interest and late charges, per Government Code, Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing;and this Agreement shall be deemed terminated,and have no further force,and effect. 4. Alteration or Chances to the Agreement 4.1 The Board of Supervisors and the COUNTY Purchasing Agent and/or his designee is the only authorized COUNTY representatives who may at any time, by written order, alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made-in the Agreement price or delivery schedule, or both,-. and the Agreement shall be modified by written amendment accordingly. 4.2 Any claim by the CONTRACTOR for additional payment related to this Agreement shall be made in writing by the CONTRACTOR within thirty (30)days of when the CONTRACTOR has or should have notice of any actual or claimed change in the work,which results in additional and unanticipated cost to the CONTRACTOR. If the COUNTY Purchasing Agent decides that the facts provide sufficient justification, he may authorize additional payment to the CONTRACTOR pursuant to the claim. Nothing in this section shall excuse the CONTRACTOR from proceeding with performance of the Agreement even if there has been a change. 5. Termination 5.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 5.2 COUNTY may, upon five (5) days written notice, terminate this Agreement for CONTRACTOR's default,if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 5.3 After receipt of the notice of termination,CONTRACTOR shall: (a) Stop all work under this Agreement on the date specified in the notice of termination; and RFQ#TLARC-2022-483 Page 5 of 37 Form#116-310—Dated:3/21/2019 244 Contract ID#TLARC-96258-4179-6/27 (b) Transfer to COUNTY and deliver in the manner as directed by COUNTY any materials, reports or other products, which, if the Agreement had been completed or continued,would have been required to be furnished to COUNTY. 5.4 After termination, COUNTY shall make payment only for CONTRACTOR's performance up to the date of termination in accordance with this Agreement. 5.5 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by •• CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. In such event, CONTRACTOR shall not be entitled to any further •compensation under this Agreement. 5.6 If the Agreement is federally or State funded, CONTRACTOR cannot be debarred from the System for Award Management (SAM). CONTRACTOR must notify the COUNTY immediately of a debarment. Reference: System for Award Management (SAM) at https://www.sam.gov for Central Contractor Registry (CCR), Federal Agency Registration (Fedreg), Online Representations and Certifications Application, and Excluded Parties List System (EPLS)). Excluded Parties Listing System (EPLS) (http://www.epls.gov) (Executive Order 12549, 7 CFR Part 3017,45 CFR Part 76, and 44 CFR Part 17). The System for Award Management (SAM) is the Official U.S. Government system that consolidated the capabilities of CCR/FedReg, ORCA,and EPLS. 5.7 The rights and remedies of COUNTY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement. 6. Ownership/Use of Contract Materials and Products The CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated by COUNTY pursuant to this Agreement shall be the sole property of the COUNTY. The material, reports or products may be used by the COUNTY for any purpose that the COUNTY deems to be appropriate, including, but not limit to, duplication and/or distribution within the COUNTY or to third parties. CONTRACTOR agrees not to release- or circulate in whole or part such materials, reports, or products without prior written authorization of the COUNTY. RFQ#TLARC-2022-483 Page 6 of 37 Form#116-310—Dated:3/21/2019 245 Contract ID#TLARC-96258-4179-6/27 7. Conduct of Contractor 7.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect,which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests. 7.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement. 7.3 The CONTRACTOR or its employees shall not offer gifts,gratuity, favors, and entertainment directly or indirectly to COUNTY employees. 8. Inspection of Service; Quality Control/Assurance 8.1 All performance (which includes services, workmanship, materials, supplies and equipment furnished or utilized in the performance of this Agreement) shall be subject to inspection and test by the COUNTY or other regulatory agencies at all times.The CONTRACTOR shall provide adequate cooperation to any inspector or other COUNTY representative.to permit him/her to determine the CONTRACTOR's conformity with the terms of this Agreement. If any services performed or products provided by CONTRACTOR are not in conformance with the terms of this Agreement,the COUNTY shall have the right to require the CONTRACTOR to perform the services or provide the products in conformance with the terms. of the Agreement at no additional cost to the COUNTY. When the services to be performed or the products to be provided are of such nature that the difference cannot be corrected; the COUNTY shall have the right to: (1)'require the CONTRACTOR immediately to take all necessary steps to ensure future performance in conformity with the terms of the Agreement; and/or (2) reduce the Agreement price to reflect the reduced value of the services performed or products provided. The COUNTY may also terminate this Agreement for default and charge to CONTRACTOR any costs incurred by the COUNTY because of the CONTRACTOR's failure to perform. RFQ#TLARC-2022-483 Page 7 of 37 Form#116-310—Dated:3/21/2019 246 Contract ID#TLARC-96258-4179-6/27 8.2 CONTRACTOR shall establish adequate procedures for self-monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time,upon reasonable notice to the CONTRACTOR. 9. Independent Contractor/Employment Eligibility 9.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits. There shall be no employer-employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third party that an employer-employee relationship exists by reason of this Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to the results to be accomplished and not as to the means and methods for accomplishing the results. 9.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes-and regulations including,but not limited to,the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such ' documentation for all covered employees, for the period prescribed by the law. 9.3 Ineligible Person shall be any individual or entity who: Is currently excluded, suspended, debarred or otherwise ineligible to participate in the federal health care programs; or has been convicted of a criminal offense related to the provision of health care items or services and has not been reinstated in the federal health care programs after a period of exclusion,suspension,debarment,or ineligibility. 9.4 CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement. CONTRACTOR shall not hire or engage any Ineligible Person to provide services directly relative to this RFQ#TLARC-2022-483 Page 8 of 37 Form#116-310—Dated:3/21/2019 • 247 Contract ID#TLARC-96258-4179-6/27 Agreement.CONTRACTOR shall screen all current Covered Individuals within sixty (60)days of execution of this Agreement to ensure that they have not become Ineligible Persons unless CONTRACTOR has performed such screening on same Covered Individuals under a separate agreement with COUNTY within the past six (6) months. Covered Individuals shall be required to disclose to CONTRACTOR immediately any debarment, exclusion or other event that makes the Covered Individual an Ineligible Person. CONTRACTOR shall notify COUNTY within five (5) business days after it becomes aware if a Covered Individual providing services directly relative to this Agreement becomes debarred, excluded or otherwise becomes an Ineligible Person. 9.5 CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal and state_funded health care services by contract with COUNTY in the event that they are currently sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency.. If CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person, CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY business operations related to this Agreement. 9.6 CONTRACTOR shall notify COUNTY within five (5) business days if a Covered Individual or entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened. Such individual or entity shall be promptly removed from participating in any activity associated with this Agreement. 10. Subcontract for Work or Services No contract shall be made by the CONTRACTOR with any other party for furnishing any of the work or services under this Agreement without the prior written approval of the COUNTY;but this provision shall not require the approval of contracts of employment between the CONTRACTOR and personnel assigned under this Agreement,or for parties named in the proposal and agreed to under this Agreement. 11. Disputes 11.1 The parties shall attempt to resolve any disputes amicably at the working level. If that is not successful,the dispute shall be referred to the senior management of the parties. Any dispute relating to this Agreement, which is not resolved by the parties, shall be decided by the COUNTY's Purchasing' Department's Compliance Contract Officer who shall furnish the decision in writing. The decision of the COUNTY's Compliance Contract Officer shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, or so grossly erroneous to imply bad RFQ#TLARC-2022-483 Page 9 of 37 Form#116-310—Dated:3/21/2019 248 Contract ID#TLARC-96258-4179-6/27 faith. The CONTRACTOR shall proceed diligently with the performance of this Agreement pending the resolution of a dispute. 11.2 Prior to the filing of any legal action related to this Agreement, the parties shall be obligated to attend a mediation session in Riverside County before a neutral third party mediator. A second mediation session shall be required if the first session is not successful. The parties shall share the cost of the mediations. 12. Licensing and Permits CONTRACTOR shall comply with all State or other licensing requirements, including but not limited to the provisions of Chapter 9 of Division 3 of the Business and Professions Code.All licensing requirements shall be met at the time proposals are submitted to the COUNTY. CONTRACTOR warrants that it has all necessary permits, approvals, certificates, waivers and exemptions necessary for performance of this Agreement as required by the laws and regulations of the United States,the State of California,the County of Riverside and all other governmental agencies with jurisdiction,and shall maintain these throughout the term of this Agreement. 13. Use By Other Political Entities The CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this Agreement to each and every political entity, special district, and related non-profit entity. It is understood that other entities shall make purchases in their own name,make direct payment, and be liable directly to the CONTRACTOR; and COUNTY shall in no way be responsible to CONTRACTOR for other entities' purchases. 14. Non-Discrimination CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry,physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. seq),, the Federal Civil Rights Act of 1964 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S1210 et seq.)and all other applicable laws or regulations. RFQ#TLARC-2022-483 Page 10 of 37 Form#116-310—Dated:3/21/2019 249 Contract ID#TLARC-96258-4179-6/27 15. Records and Documents CONTRACTOR shall make available, upon written request by any duly authorized Federal, State, or COUNTY agency, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the CONTRACTOR's costs related to this Agreement. All such books, documents and records shall be maintained by CONTRACTOR for at least five (5) years following termination of this Agreement and be available for audit by the COUNTY. CONTRACTOR shall provide to the COUNTY reports and information related to this Agreement as requested by COUNTY. 16. Confidentiality 16.1 The CONTRACTOR shall not use for personal gain or make other improper use of privileged or confidential information which is acquired in connection with this Agreement. The term "privileged or confidential information" includes but is not limited to: unpublished or sensitive technological or scientific information; medical,personnel, or security records; anticipated material requirements or pricing/purchasing actions; COUNTY information or data which is not subject to public disclosure; COUNTY operational procedures; and knowledge of selection of contractors, subcontractors or suppliers in advance of official announcement. 16.2 The CONTRACTOR shall protect from unauthorized disclosure names and other identifying information concerning persons receiving services pursuant to this Agreement, except for general statistical information not identifying any person.The CONTRACTOR shall not use such information for any purpose other than carrying out the CONTRACTOR's obligations under this Agreement. The CONTRACTOR shalt promptly transmit to the COUNTY all third party requests for disclosure of such information. The CONTRACTOR shall not disclose, except as otherwise specifically permitted by this Agreement or authorized in advance in writing by the COUNTY,any such information to anyone other than the COUNTY. For purposes of this paragraph, identity shall include, but not be limited to, name, identifying number, symbol, or other identifying particulars assigned to the individual, such as finger or voice print or a photograph. 17. Administration/Contract Liaison The COUNTY Purchasing Agent, or designee,.shall administer this Agreement on behalf of the COUNTY. The Purchasing Department is to serve as the liaison with CONTRACTOR in connection with this Agreement. RFQ#TLARC-2022-483 Page 11 of 37 Form#116-310—Dated:3/21/2019 250 ,contratt..:I1)411ARC,90.2,A8,41I94/27 .„ . is.. Notices All correspondence and notices required or contemplated by this Agttenient.Shalt be delivered to the respettlitepafties;atthe,addreSses set forth beiOW:.and.at*cleaned-,submitted tiNn:(2)'days:after their deposit in United$t4t0.01400$44ge 0044 COIINTrOF RRSflE CONTRACIOR TranspOrtstionand,LandManagainunt,Agenty Data 1.0v. 4084 Leittott$fteet4;t4#9,100 2$03 Moity$1:tdet,,Suite 344 Riverside,CA 92501 Lrvme,CA 920.14 Atitt:Ortententent Mtn;-,8iTocik.'114** 19 Forte Maienta; If either party is unable to oottioly,with any provision of tlits Agreement ttitd to causes beyond its reasonable control, and which could not have been reasonably anticipated, such as acts God, acts of war, a§,.such party:Shutt not be W4.tiobioforsttolifdiititt tainply. ktiO.ketiottink Reatitretitaittt :order to tOtntiiy. with child;support.enforcement requirements of the ',State,'of California,.' COUNTY may be submit t'0.4pott of Independent ;.Contractor(s) form DE $42 to the Employment Development geotttneot, The,',CONTRACTOlk-Agres. to furnish the 170410.44. 014 and ttrtifitaii04110,'.010:2CO.uNtYtwidit#ten (10)4os ofnotification of award ofAgreement when required by theEDD This, data will be transmitted to governmental agencies charged with the..establishment and jettfOreetteot of ;..oppotti, orders. rolure Of the c,:otsttmOrog. tioto ,,, stibotit the data andlor certificates required may result in the contract being awarded to another contractor In the tytrit..0 contract has.'been issued, failate,orthOit0SatgAOTOR to with all federal and state:reporting requirements, for child support enforcement or to'dottiPtY. with all lawfully served 8V0.0:godlEathihp Assignments Orders and 14:4Otted§, -X44ghtheot suit constitute S bioteital. bted4 of AgtoOmoat, retigirttACIOlt:h4S..any questions concerning this.topOttiito requirement, please call (916)4$140$19 CONTRACTOk. should Also; oontsgt Its local tioitiyoteotriu ..etxstoiritt. Service..Offitd listed'in the telepliottd itirdetoty ilk the:::State: Oovettithoht :•$.oetion that ttotitoyhitht Development ::beotttheoe' or ;:aedes .1htettet site „at. vivim.tddxn.govo 0,FOif'ITAA0014448..3 P.4ge,i2of)7"' 312itOtS 251 Contract ID#TLARC-96258-4179-6/27 21. Hold Harmless/Indemnification 21.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments,their respective directors, officers,Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon- any services of CONTRACTOR, its officers,employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards)in any claim or action based upon such acts,omissions or services. 21.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost,have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR's indemnification to Indemnitees as set forth herein. 21.3 CONTRACTOR's obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 21.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe CONTRACTOR's obligations to indemnify and hold harmless the Indemnitees herein from third party claims. • 22. Insurance 22.1 Without limiting or diminishing the CONTRACTOR's obligation to indemnify or hold the COUNTY harmless, CONTRACTOR shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials,agents,or representatives as Additional Insureds. A.Workers' Compensation: RFQ#TLARC-2022-483 Page 13 of 37 Form#116-310—Dated:3/21/2019 252 Contract ID#'TLARC-96258-4179-6/27 If the CONTRACTOR has employees as defined by the State of California,the CONTRACTOR shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than$1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. B.Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability,products and completed operations liability,personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of CONTRACTOR's performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit. C.Vehicle Liability: If vehicles or mobile equipment is used in the performance of the obligations under this Agreement, then CONTRACTOR shall maintain liability insurance for all owned, non-owned, or hired vehicles so used in an amount not less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit.Policy shall name the COUNTY as Additional Insureds. D.Professional Liability: CONTRACTOR shall maintain Professional Liability Insurance providing coverage for the CONTRACTOR's performance of work included within this Agreement, with a limit of liability of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. If CONTRACTOR's Professional . Liability Insurance is written on a claims made basis rather than an occurrence basis, such insurance shall continue through the term of this Agreement and CONTRACTOR shall purchase at his sole expense either 1) an Extended Reporting Endorsement (also, known as Tail Coverage); or 2) Prior Dates Coverage from new insurer with a retroactive date back to the date of, or prior to, the inception of this Agreement; or 3) demonstrate through Certificates of Insurance that CONTRACTOR has maintained continuous coverage with the same or original insurer. Coverage provided under items; 1), 2), or 3) will continue as long as the law allows. RFQ#TLARC-2022-483 Page 14 of 37 Form#116-310—Dated:3/21/2019 253 Contract ID#TLARC-96258-4179-6/27 E.Cyber Liability: CONTRACTOR shall procure and maintain Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the,CONTRACTOR in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. F.General Insurance Provisions-All lines: I) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII(A:8)unless such requirements are waived, in writing, by the COUNTY Risk Manager. If the COUNTY's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The CONTRACTOR must declare its insurance self-insured retention for each coverage required herein.If any such self-insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the COUNTY Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the COUNTY's Risk Manager, CONTRACTOR's carriers shall either; 1) reduce or eliminate such self- insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations,claims administration,and defense costs and expenses. 3) CONTRACTOR shall cause CONTRACTOR's insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the COUNTY Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s)that thirty(30) days written notice. shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. In the event of a material modification, cancellation, expiration, or RFQ#TLARC-2022-483 Page 15 of 37 Form#116-310—Dated:3/21/2019 254 Contract ID#TLARC-96258-4179-6/27 reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. CONTRACTOR shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier shall sign the original endorsements for each policy and the Certificate of Insurance. 4) It is understood and agreed to by the parties hereto that,the CONTRACTOR's insurance shall be construed as primary insurance, and the COUNTY's insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 5) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the COUNTY Risk Manager's reasonable judgment, the amount or type of insurance carried by the CONTRACTOR has become inadequate. 6) CONTRACTOR shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. 7) The insurance requirements contained in this Agreement may be met with a program(s) of self- insurance acceptable to the COUNTY. 8) CONTRACTOR agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement. 23. General 23.1 CONTRACTOR shall not delegate or assign any interest in this Agreement, whether by operation of law or otherwise, without the prior written consent of COUNTY. Any attempt to delegate or assign any interest herein shall be deemed void and of no force or effect. 23.2 Any waiver by COUNTY of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term of this Agreement. Failure on the part of COUNTY to require exact, full, and complete compliance with any RFQ#TLARC-2022-483 Page 16 of 37 Form#116-310—Dated:3/21/2019 255 Contract ID#TLARC-96258-4179-6/27 terms of this Agreement shall not be construed as in any manner changing the terms or preventing COUNTY from enforcement of the terms of this Agreement. 23.3 In the event the CONTRACTOR receives payment under this Agreement, which is later disallowed by COUNTY for nonconformance with the terms of the Agreement, the CONTRACTOR shall promptly refund the disallowed amount to the COUNTY on request;or at its option the COUNTY may offset the amount disallowed from any payment due to the CONTRACTOR. 23.4 CONTRACTOR shall not provide partial delivery or shipment of services or products unless specifically stated in the Agreement. 23.5 CONTRACTOR shall not provide any services or products subject to any chattel mortgage or under a.conditional sales contract or other agreement by which an interest is retained by a third party. The CONTRACTOR warrants that it has good title to all materials or products used by CONTRACTOR or provided to COUNTY pursuant to this Agreement,free from all liens,claims,or encumbrances. 23.6 Nothing in this Agreement shall prohibit the COUNTY from acquiring the same type or equivalent equipment, products, materials or services from other sources, when deemed by the COUNTY to be in its best interest. The COUNTY reserves the right to purchase more or less than the quantities specified in this Agreement. 23.7 The COUNTY agrees to cooperate with the CONTRACTOR in the CONTRACTOR's performance under this Agreement, including, if stated in the Agreement, providing the CONTRACTOR with reasonable facilities and timely access to COUNTY data, information,and personnel. 23.8 CONTRACTOR shall comply with all applicable Federal, State and local laws and regulations. CONTRACTOR will comply with all applicable COUNTY policies and procedures. In the event that there is a conflict between the various laws or regulations that may apply, the CONTRACTOR shall comply with the more restrictive law or regulation. 23.9 CONTRACTOR shall comply with all air pollution control, water pollution, safety and health ordinances,statutes,or regulations,which apply to performance under this Agreement. 23.10 CONTRACTOR shall comply with all requirements of the Occupational Safety and Health Administration (OSHA) standards and codes as set forth by the U.S. Department of Labor and the State of California(Cal/OSHA). 23.11 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only.in the Superior Court of the RFQ#TLARC-2022-483 Page 17 of 37 Form#116-310—Dated:3/21/2019 256 Contract ID#TLARC-96258-4179-6/27 State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, ,void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 23.12 This Agreement, including any attachments or exhibits,constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. 23.13 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party to this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act ("CUETA") (Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier,created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. [Signature Page Follows] RFQ#TLARC-2022-483 Page 18 of 37 Form#116-310—Dated:3/21/2019 257 • y. Mtlig-MW1741,'.agEOC',.60V.MACIftS;4040 ,411,04rgr4..' 4secotallift4Ntoreeritent..-, *C4"1 -7111.V.K.INZIMUltAc • ,(SAtVhg4C4t-QrthOtzteO UtrePita 44,PArailak „. rtica Rassow StaileWest ,,,fteureme4OntractSpeajarist CFO 7/19/22 “~„ -A, APIMOVEDAUQ1.01. Xotlitat -ou; !;. • -"rfiiiiO3:111t; 258 Contract ID#TLARC-96258-4179-6/27 EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall receive and process Administrative Citations, Parking Citations and notices of delinquent citation penalties, otherwise known as "citations "and "delinquent citations", for illegal parking and administrative citations within the territorial jurisdiction of the County of Riverside. CONTRACTOR will collect and process penalties for violations, late payment penalties, and administrative fees and other related charges, pursuant to the laws of the State of California and the ordinances and resolutions of the County of Riverside. CONTRACTOR shall maintain appropriate access and account(s)with the Department of Motor Vehicles(DMV),including required information security agreements. All necessary services,equipment,reports,etc.must comply with all applicable codes and ordinances. l.0 CONTRACTOR shall perform the following services: 1.0.1 Deliver delinquent citations to registered owner(s) of vehicle(s) or property owner if payment of penalty is not received by the date fixed on the citation. 1.0.2 Deposit all penalties, administrative fees, process service fees and collection costs related to civil debt collections into an account in the name of the County of Riverside within a financial institution and branch, or as designated by the COUNTY. Receive payments through the mail from or on behalf of vehicle/property owners, and or persons otherwise responsible for payment of citation(s). All such money collected, prior to its deposit, shall be the property of the COUNTY; and upon deposit, the property rights in such money shall be in accordance with the applicable agreement between the COUNTY and the depository institution. 1.0.3 Prepare an audit report at the end of each fiscal year(June 30), setting forth the number of cases processed and all sums received and distributed. 1.0.4 CONTRACTOR to provide a monthly report of complaints in order that the COUNTY can investigate and resolve complaints by the motorists. 2.0 Citation Processing CONTRACTOR shall 2.0.1 Process and collect all revenue from parking,administrative citations and administrative civil penalties. 2.0.2 Process all hand-written and automated citations. 2.0.3 Process and collect all proceeds from non-sufficient fund checks. 2.0.4 Provide toll free telephone service for violators and/or for COUNTY personnel inquiries. 2.0.5 Perform all administrative review when requested by the cited party. 2.0.6 , Process Department of Motor Vehicles (DMV) holds on parking citations for non- payment and update violator records and provide accounting status for all holds. 2.0.7 Provide management reports to include: status of citations, verification of deposits, RFQ#TLARC-2022-483 Page 20 of 37 Fonn#116-310—Dated:3/21/2019 259 Contract ID#TLARC-96258-4179-6/27 analysis by citation type. disposition of citations, pending actions, habitual offender status,citations that were written by officer and other pertinent information. 2.0.8 Perform all data entry requirements. 2.0.9 Specify and provide any equipment necessary to implement proposal (computers, modems printers, etc.)and how provided. 2.0.10 Specify and provide training for automated equipment or system processing that may be required. 2.0.11 Provide for any required dedicated phone lines and cost of phone time, if charged to COUNTY. 2.0.12 Provide all automated ticket writing and processing equipment or list equipment required and any related COUNTY responsibilities relating to usage,maintenance or site preparation required. All automated equipment provided under this RFP shall be new state-of-the art equipment unless otherwise specifically stated. COUNTY is currently handwriting citations. 2.0.13 Maintenance costs associated with any required equipment is to be included in the ticket processing costs. 2.0.14 Report and distribute any citation proceeds for any COUNTY and/or State distribution requirements or mandates. 2.0.15 Collect,process and report credit card payments made by violators. 2.0.16 Collect and report status of all installment payments to include amounts owed, amounts collected and outstanding balances due by violation by date(s). 2.0.17 Provide for online internet access to customer database regarding citations in process, to post Walk in payments, to determine citation status by violator, or in total paid violations,outstanding uncollected violations, DMV holds, DMV releases and amounts due. 2.0.18 Provide for local post office box receipt for daily payments at CONTRACTOR's cost. 2.0.19 Make daily deposits into COUNTY account. CONTRACTOR must prepare daily COUNTY deposit slips for distribution collected. 2.0.20 Provide for daily courier pick up of payments from P.0.Box or lock box. 2.0.21 Develop process, coordinate and provide for change over for citations in process, paid citations, DMV holds and fines collected or any other transition activities from the current CONTRACTOR. 2.0.22 Other actions and/or services associated with citation issuance and payment process. 2.0.23 Other related actions and/or services offered that are not necessarily required by above legislation. 2.0.24 Charge, collect, and remit for any COUNTY or CONTRACTOR "Non- Sufficient Funds"(NSF) fees/charges. 2.0.25 Reconcile and provide monthly reporting for total of funds collected, distributed and remitted to COUNTY monthly with related reconciliation status on all citation activity for the month. RFQ#TLARC-2022-483 Page 21 of 37 Form#116-310—Dated:3/21/2019 260 Contract ID#TLARC-96258-4179-6/27 2.0.26 Provide all costs for CONTRACTOR personnel, supplies and/or equipment required to support processing system. 2.0.27 Provide costs associated with any of the above processing services, forms, or activities to be billed to COUNTY. 2.0.28 Provide for COUNTY citation dismissal processing prior to citation transfer for payment processing. 2.0.29 Provide for online Internet access to customer database regarding citations in process, to post walk-in payments, to determine citation status by violator, or in total paid violations, outstanding uncollected violations, and payments received through the Franchise Tax Board's(FTB) interagency Intercept Program. 2.0.30 Within 15 days of a request, by mail or in person, the processing agency shall mail or otherwise provide to any person who has received a notice of delinquent parking violation, or his or her agent, a photographic copy of the original notice of parking violation or an electronically produced facsimile of the original notice of parking violation. 3.0 Referral and Reconciliation 3.0.1 CONTRACTOR's obligation to perform services applies to all hard copy citations, which the COUNTY delivers to the CONTRACTOR in a single batch each week.CONTRACTOR shall update citation information to a master file and shall provide the COUNTY with a weekly reconciliation of the number of citations updated to the master file and the number of hard copy citations delivered to the CONTRACTOR. • RFQ#TLARC-2022-483 Page 22 of 37 Form#116-310—Dated:3/21/2019 261 • Contract ID#TLARC-96258-4179-6/27 EXHIBIT B PAYMENT PROVISIONS B.1 PRICING COSTS COUNTY shall pay CONTRACTOR for services performed,products provided,or expenses incurred in accordance with the terms of this Agreement according to the details attached hereto and incorporated herein by this reference. Item Description UNIT COST Parking Citations EACH $0.58 Manual $0.50 Electronic 1 Notice-Parking EACH $0.76 (Applies to Parking Citations only) Manual $15.00 upfront inclusive fee or $10.00 each instance Administrative Citations EACH Electronic$10.00 upfront inclusive fee or $5.00 each instance Appeal Scheduling EACH NO CHARGE Hearing Officer PER HOUR(no minimum) $85.00 Access to web hue system EACH NO CHARGE(unlimited users) Franchise Tax Board Processing-Social EACH $2.00 one-time charge per unique Security Search Look-up Social Number Percentage of FTB collections kept PERCENTAGE 15% Percentage of Out of State collection kept PERCENTAGE 24% Percentage of delinquent collections PERCENTAGE 23% Correspondence charges EACH $0.85 Advanced Collections Legal Action Not PERCENTAGE 30%of paid amount Required B.2 FEE DESCRIPTION: j.Administrative_Citation Processing Manual and Electronic Administrative Citation Processing: (Manual$15.00 upfront inclusive fee or $10.00 each instance Electronic$10.00 upfront inclusive fee or$5.00 each instance) Services forthe above-nrentioned items include: • Data entry of manually written citations performed within 48 hours of receipt RFQ#TLARC-2022-483 Page 23 of 37 Form#116-310-Dated:3/21/2019 262 Contract ID#TLARC-96258-4179-6/27 • Quality assurance verification of manually entered citations • Scanning of all manually written citations onto our network for storage and ease of retrieval • Bi-monthly shredding of manually written citations • Electronic transfer of all electronically written citations,recordings,videos and photographs • Assessed at Citation Date+60 Days 1. 1st Notice Cost: Included Services for the above-mentioned item include: • Semi-custom Notice that is printed on an 8 %z x 11"piece of paper with a perforated tear-of payment stub provided in a window envelope sent to the registered owner of a vehicle • All notices are attached to the citation online and are viewable via the web • All notices sent via 1st Class Mail • All notices include a return envelope in which the responsible party may submit payment • This charge is only incurred if the individual does not pay within 90 days 2. Delinquent Collections: Included • This fee will be assessed when a citation is sixty(60)days past the citation issue date,assuming a first notice has been sent to the registered owner and the citation is not on hold for any reason • Three Delinquent Notices will be sent to the registered owner at no cost to the COUNTY • All notices are sent via First Class mail and all notices are printed on an 81/z x 11"sheet of paper and folded into a window envelope; in addition,a window envelope is provided for the recipient to return payment • All notices are attached to the citation online and are viewable via the web • If CONTRACTOR does not collect on a citation that is delinquent,the COUNTY does not owe this fee • Notices will be sent via 1st Class Mail,and CONTRACTOR will be responsible for the cost incurred and all customer service and payment entry 3. Franchise Tax Board Processing: SSN Look-up($2.00 per unique SSN) • This fee will be assessed to lookup a social security number associated with a particular registered owner and address • This charge is charged per unique SSN,not per citation 4. FTB Collections 15%of paid amount RFQ#TLARC-2022-483 Page 24 of 37 Form#116-310—Dated:3/21/2019 263 Contract ID#TLARC-96258-4179-6/27 • This fee is charged if a citation is paid at the Franchise Tax Board • This charge is not combined with any other charge;for example, if a citation is rolled to delinquent status and paid at FTB,only the 15%of revenue collected will be charged • CONTRACTOR will send an FTB Notice to the Customer as required by the Interagency Intercept Program;this notice will be sent via 1st Class Mail at no additional cost to the COUNTY • All notices are attached to the citation online and are viewable via the web • CONTRACTOR will pay for the COUNTY's cost to participate in the FTB program; annually,FTB will send an invoice to the COUNTY for the number of debts placed at FTB;the COUNTY will simply provide this invoice to CONTRACTOR and CONTRACTOR will pay it in full • If CONTRACTOR does not collect on a citation that is at FTB,the COUNTY does not owe the collection fee 5. Advanced Collections(Optional,30%of paid amount) • This fee is charged if a citation is paid at Advanced Collections • This charge is not combined with any other charge;for example, if a citation is rolled to delinquent status and paid at Advanced Collections,only the 23%of revenue collected will be charged 6. 2nd Level Hearing Hold,Scanning and Scheduling of Hearing (Optional,$0.50 per citation) • CONTRACTOR will review all documentation received by the Appellant and determine whether the request received within the required timeframe • If the request was received within the required timeframe,CONTRACTOR's Adjudication Department will place the citation on an Administrative Hearing Request Hold and scan all received documentation into the Solution where it is,displayed on the web for the COUNTY's Staff and the Hearing Officer • If the request is received outside the required timeframe,the COUNTY will have the option to proceed as though the request was received within the timeframe or it may elect to have CONTRACTOR send a"time expired letter"rejecting the appeal • CONTRACTOR will work with the designated Hearing Officer to schedule the Hearing based on either a pre-determined schedule or an ad hoc basis,depending on the COUNTY's schedule 8. 2nd Level Hearing Schedule&Disposition Letters Included • CONTRACTOR will send a custom disposition letter to the Appellant via 1st Class Mail RFQ#TLARC-2022-483 Page 25 of 37 Form#116-310—Dated:3/21/2019 264 Contract ID#TLARC-96258-4179-6/27 • All letters are attached to the citation online and are viewable via the web • Disposition letters will be sent Monday—Friday 9. 2nd Level Hearing Disposition Included • CONTRACTOR's independent,certified, insured hearing officers will be provided to the to perform in-person,phone and written hearings • Each hearing request will be reviewed,heard or read and all required research will be performed • The Hearing Officer will enter a judgment into the Citation Processing System for viewing by the COUNTY,Appellant and CONTRACTOR • Hearings will be scheduled • The COUNTY will incur costs associated with mileage as defined by Federal guidelines • CONTRACTOR will work with the COUNTY to arrange for the use of a conference room at an COUNTY location or the COUNTY may elect to have citations heard at a centralized location within the County of Riverside 10. Joint/Escrow Banking Services(Optional) $100.00 per month Services for the above- mentioned item include: • Daily deposits of funds to the COUNTY's escrow account • Online,real-time reconciliation reports that tie directly to the bank statement • Processing of all credit card charge-backs and Insufficient Funds • Month-end reconciliation of all funds collected • Payment of CONTRACTOR's invoice • Disbursement of the net remittance to the COUNTY • Scanning of all payments directly to joint bank account daily using remote check deposit • The COUNTY will be responsible for the purchase of banking supplies,including checks and endorsement stamps;these fees typically run$200.00 per year • Refunds verified and issued weekly 11. Online Access for the COUNTY's Customers: Included The COUNTY's Customers will have the ability to perform the following functions online: • View real-time citation(s)data RFQ#TLARC-2022-483 Page 26 of 37 Form#116-310—Dated:3/21/2019 265 Contract ID#TLARC-96258-4179-6/27 • Pay for a single or many citation(s) • Request a Hearing online and attach up to 3 supporting documents • Print a receipt • View pictures of the citation taken by the issuing officer(if the COUNTY allows) 12. Online Access for the COUNTY's Staff: Included Access to the COUNTY's data is based on unique usemames and passwords assigned to everyone who requires access to the system. CONTRACTOR does not limit the number of individuals who have access to the system and the number and types of access can change at any point with a simple email request to CONTRACTOR. Our Solution is setup to maintain a complete audit trail for each transaction in the system so that the username is displayed next to every transaction in the system, indicating who performed the transaction and when. Dependent on the access rights provided to each COUNTY Staff member,the following capabilities are available: • View real-time citation(s) data, including pictures taken by the Issuing Officer • Accept payment via VISA,MasterCard,Discover and American Express credit/debit cards • Accept payment via Cash, Check or Money Order • Process NSFs,Charge-backs and Refunds • Reduce or increase violation amounts,dismiss citations,void citations and place a citation on hold • Change citation data,including violations,date,time, location,comments,and others • Generate a time expired or letter of non-responsibility for a citation in the adjudication process • View the complete reason for the Hearing Request and supporting documentation provided by the Appellant directly online • Edit Appellant information • Upload disposition documents sent to the.COUNTY via US Mail • Add a note to a citation and see all comments added to the citation • View the reason for the 2nd Level Administrative Hearing Request online and view the supporting documentation provided by the Appellant,directly online • Print a receipt with or without responsible party information RFQ#TLARC-2022-483 Page 27 of 37 Form#116-310—Dated:3/21/2019 266 Contract ID#TLARC-96258-4179-6/27 13. Reporting: Included • CONTRACTOR offers 24 reports online for our Clients to generate,print and re-print 24/7.We provide real-time reports that can be generated for any timeframe required and we provide pre- processed/month-end reports that reflect the month-end view of data. • All reports are available online and because we do not purge data unless specifically requested to do so by a Client,the data is available as long as the COUNTY is a Client. • All reports are generated in HTML so our Clients can copy and paste the data into Excel for data manipulation purposes. • Report Generator capabilities that provide COUNTY Personnel with the ability to create, save, share and print custom reports at any time for any time frame. • If the COUNTY were to request a report that was not already available,CONTRACTOR would work with the COUNTY to design the report and provide it to the COUNTY at no cost. 14. Manual Payment Processing: Included • Manually received payments(checks,cash,money orders and credit card payments sent via US Mail)are received at our PO Box in Newport Beach where a bonded and insured courier picks up the mail daily and delivers it to our Newport Beach office • On-site Mail Department opens,sorts and batches the payments before providing them to our on- site Data Entry Department • After double-blind entry of each payment,the citations are updated by our Quality Assurance team • Payments are then provided to our Accounting Department where daily deposit slips are completed and provided to a bonded,insured courier who takes them to the bank 15. Charge-backs and NSF's Included • CONTRACTOR will process credit card charge-backs and NSFs when notified of each ' occurrence if COUNTY is not an escrow account holder • Once processed, CONTRACTOR will send a custom letter to the individual detailing the returned item and the amount due on the citation 16. Refunds Included • CONTRACTOR will process refunds when(notified of each by the COUNTY • In the event the COUNTY utilizes Joint Banking,CONTRACTOR will verify, generate and send each refund due RFQ#TLARC-2022-483 Page 28 of 37 Form#116-310—Dated:3/21/2019 267 Contract ID#TLARC-96258-4179-6/27 • Refunds will be issued weekly • Refunds will be sent via 1st Class Mail 17. Customer Service: Included • CONTRACTOR provides a live,bi-lingual,on-site Customer Service Department that is fully trained to answer questions related to citation issuance,payment,adjudication,FTB,advanced credit reporting collections and more • All calls are recorded to quality assurance and recordings can be sent to the COUNTY at any time for review • CONTRACTOR's IVR is bi-lingual and accessible via several toll-free numbers;the IVR provides real-time information to the caller regarding status, including the amount due • The IVR accepts VISA,MasterCard,Discover,and American Express 18. Web Presence: Included • CONTRACTOR's Solution is 100%web-based and Section 508 Compliant and is provided at: www.CitationProcessingCenter.com;this is a generic website in the sense that it is not COUNTY branded.This website allows for the COUNTY and the COUNTY's Customers to access citations online • If the COUNTY prefers an COUNTY branded website,one in which the look and feel mimics that of the COUNTY's website,CONTRACTOR can and will provide this feature to the COUNTY 19. Cost Increases: • Postal Rate Increase Offset—If postal rates increase during the term of the agreement,fees to DTI shall be raised immediately to offset the effect of the actual postal rate increase. CPI Increases—There will be NO CPI increases for the duration of the agreement. II.Parking Citation Processing Below are a detailed description of the services offered by CONTRACTOR. 1. Manual Parking Citation Processing: $0.58 Services for the above-mentioned items include: • On-site data entry of manually written citations performed within 48 hours of receipt • On-site quality assurance verification of manually entered citations • Scanning of all manually written citations onto our network for storage and ease of retrieval • Bi-monthly shredding of manually written citations RFQ#TLARC-2022-483 Page 29 of 37 Form#116-310-Dated:3/21/2019 • 268 Contract ID#TLARC-96258-4179-6/27 2. Electronic Parking Citation Processing: $0.50 Services for the above-mentioned items include: • Automated citation transmission into CONTRACTOR's Citation Management Solution 24/7 • Automated confirmation email detailing successfully transmitted citations • Automated transmission of photos attached to citations 3. 1 Notice-Parking: $0.76 Services for the above-mentioned item include: • Semi-custom Courtesy Notice that is printed on an 8 V2 x 11"piece of paper with a perforated tear-of payment stub provided in a window envelope sent to the registered owner of a vehicle • All notices are attached to the citation online and are viewable via the web • All notices sent via 1st Class Mail • All notices include a return envelope in which the responsible party may submit payment • This charge is only incurred if the individual does not pay off the windshield and a notice is sent to the individual as a result 4. Out-of-State Collections: 24% of revenue collected • This fee will cover all expenses associated with obtaining out-of-state registered owner information and will only be due when a citation is paid • CONTRACTOR is a recognized Strategic Partner with NLETs and we are currently utilizing the COUNTY's and our ORI • This fee is not combined with any other contingency fee. For example, if a citation is rolled to a delinquent status,only 23%of revenue collected will be charged • If CONTRACTOR does not collect on a citation that is issued to an out of state plate,the COUNTY does not owe this fee. 5. Delinquent Collections: 23%of revenue collected • This fee will be assessed when a citation is ninety(90)days past the citation issue date,assuming a first notice has been sent to the registered owner and the citation is not on hold for any reason • Three Delinquent Notices will be sent to the registered owner at no cost to the COUNTY • All notices are sent via First Class mail and all notices are printed on an 8 Y2 x 11"sheet of paper and folded into a window envelope; in addition,a window envelope is provided for the recipient to return payment RFQ#TLARC-2022-483 Page 30 of 37 Form#116-310—Dated:3/21/2019 269 Contract ID#TLARC-96258-4179-6/27 • All notices are attached to the citation online and are viewable via the web • If CONTRACTOR does not collect on a citation that is delinquent,the COUNTY does not owe this fee • Notices will be sent via 1st Class Mail,and CONTRACTOR will be responsible for the cost incurred and all customer service and payment entry • If the COUNTY prefers to continue with its current processing timeline and not use Delinquent Collections,we have provided a cost of$0.76 per notice for each 2nd notice sent. 6. Franchise Tax Board Processing SSN Look-up: $2.00 per SSN • This fee will be assessed to lookup a social security number associated with a registered owner and address • This charge is charged per unique SSN,not per citation 7. FTB Collections: 15% of revenue collected • This fee is charged if a citation is paid at the Franchise Tax Board • This charge is not combined with any other charge;for example, if a citation is rolled to delinquent status and paid at FTB,only the 15%of revenue collected will be charged • CONTRACTOR will send an FTB Notice to the Customer as required by the Interagency Intercept Program;this notice will be sent via 1st Class Mail and will be sent at no cost to the COUNTY • All notices are attached to the citation online and are viewable via the web • CONTRACTOR will pay for the COUNTY's cost to participate in the FTB program; annually,FTB will send an invoice to the COUNTY for the number of debts placed at FTB;the COUNTY will simply provide this invoice to CONTRACTOR and CONTRACTOR will pay it in full • If CONTRACTOR does not collect on a citation that is at FIB,the COUNTY does not owe the collection fee 8. Adjudication: A. 1st Level Hold& Scanning of Review Request(Optional) $0.50 per citation • CONTRACTOR will review all documentation received by the Appellant and determine whether the request received within the required timeframe RFQ#TLARC-2022-483 Page 31 of 37 Form#116-310—Dated:3/21/2019 270 Contract ID#TLARC-96258-4179-6/27 • If the request was received within the required timeframe, CONTRACTOR's Adjudication Department will place the citation on an Administrative Review Request Hold and scan all received documentation into the Citation Management Solution where it is displayed on the web for the COUNTY's Staff • If the request is received outside the required timeframe,the COUNTY will have the option to proceed as though the request was received within the timeframe or it may elect to have CONTRACTOR send a"time expired letter"rejecting the appeal B. Disposition and Schedule Letters $0.85 per letter • CONTRACTOR will send a custom disposition letter to the Appellant via 1st Class Mail • All letters are attached to the citation online and are viewable via the web C. 2nd Level Hearing Hold,Scanning and Scheduling of Hearing $0.50 per citation(Optional) • CONTRACTOR will review all documentation received by the Appellant and determine whether the request received within the required timeframe • If the request was received within the required timeframe,CONTRACTOR's Adjudication Department will place the citation on an Administrative Hearing Request Hold and scan all received documentation into the Solution where it is displayed on the web for the COUNTY's Staff and the Hearing Officer • If the request is received outside the required timeframe,the COUNTY will have the option to proceed as though the request was received within the timeframe or it may elect to have CONTRACTOR send a"time expired letter"rejecting the appeal • CONTRACTOR will work with the designated Hearing Officer to schedule the Hearing based on either a pre-determined schedule or an ad hoc basis,depending on the COUNTY's schedule D. 2nd Level Hearings Performed(Optional)$85.00 per hour • CONTRACTOR's independent,certified, insured hearing officers will be provided to the to perform in-person,phone and written hearings • Each hearing request will be reviewed,heard or read and all required research will be performed • The Hearing Officer will enter a judgment into the Citation Processing System for viewing by the COUNTY,Appellant and CONTRACTOR • Hearings will be scheduled • The COUNTY will incur costs associated with mileage as defined by Federal guidelines RFQ#TLARC-2022-483 Page 32 of 37 Form#116-310—Dated:3/21/2019 271 Contract ID#TLARC-96258-4179-6/27 • CONTRACTOR will work with the COUNTY to arrange for the use of a conference room at an COUNTY location or the COUNTY may elect to have citations heard at a centralized location within the COUNTY 9. Acceptance and Scanning of Indigent Payment Plan Requests(Optional) (Approval/Denial by CONTRACTOR) $5.00 per request OR Accepting and Scanning of Indigent Payment Plan Requests (Approval/Denial by COUNTY) $2.00 per request AND Indigent Payment Plan/Denial Letters $0.85 per letter 10. Joint/Escrow Banking Services(Optional) $100.00 per month Services for the above- mentioned item include: • Daily deposits of funds to the COUNTY's escrow account • Online,real-time reconciliation reports that tie directly to the bank statement • Processing of all credit card chargebacks and Insufficient Funds • Month-end reconciliation of all funds collected • Disbursement of COUNTY/State Surcharges at month-end • Payment of CONTRACTOR's invoice • Disbursement of the net remittance to the COUNTY • Scanning of all payments directly to joint bank account daily using remote check deposit • The COUNTY will be responsible for the purchase of banking supplies,including checks and endorsement stamps;these fees typically run$200.00 per year 11.Charge-backs and NSF's(Optional) $3.50 per issued instance • CONTRACTOR will process credit card charge-backs and NSFs when notified of each occurrence • Once processed,CONTRACTOR will send a custom letter to the individual detailing the returned item and the amount due on the citation 12.Refunds(Optional) $3.50 per issued instance • CONTRACTOR will process refunds when notified by the COUNTY RFQ#TLARC-2022-483 Page 33 of 37 Form#116-310—Dated:3/21/2019 272 Contract ID#TLARC-96258-4179-6/27 • In the event the COUNTY utilizes Joint Banking,CONTRACTOR will verify,generate and send each refund due when notified by the bank • Refunds will be issued weekly • Refunds will be sent via 1st Class Mail 13.Services Included in the Above Costs: A. Online Access for the COUNTY's Customers: Included The COUNTY's Customers will have the ability to perform the following functions online: • View real-time citation(s)data • Pay for a single or many citation(s) • Request a 1st Level Administrative Review and attach up to three documents supporting their position • Request a 2nd Level Administrative Hearing Request and attach up to three documents supporting their position • Print a receipt • View pictures of the citation taken by the issuing officer(if the COUNTY allows) B. Online Access for the COUNTY's Staff: Included Access to the COUNTY's data is based on unique usernames and passwords assigned to everyone who requires access to the system. CONTRACTOR does not limit the number of individuals who have access to the system and the number and types of access can change at any point with a simple email request to CONTRACTOR. Our Solution is setup to maintain a complete audit trail for each and every transaction in the system, therefore,the username is displayed next to every transaction in the system, indicating who performed the transaction and when. Dependent on the access rights provided to each COUNTY Staff member,the following capabilities are available: • View real-time citation(s)data,including pictures taken by the Issuing Officer • Accept payment via VISA,MasterCard,Discover and American Express credit/debit cards • Accept payment via Cash,Check or Money Order • Process NSFs,Chargebacks and Refunds RFQ#TLARC-2022-483 Page 34 of 37 Form#116-310—Dated:3/21/2019 273 Contract ID#TLARC-96258-4179-6/27 • Reduce or increase violation amounts,dismiss citations,void citations and place citations on hold • Change citation data,including violations, date,time, plate, location,comments,make,model, color,registration expiration date and others • Perform Administrative Reviews online by entering the disposition directly online • Generate a time expired or letter of non-responsibility for a citation in the adjudication process • View the complete reason for the Review Request and supporting documentation provided by the Appellant directly online • Edit Appellant information • Upload disposition documents sent to the COUNTY via US Mail • Add a note to a citation and see all comments added to the citation • View the reason for the 2nd Level Administrative Hearing Request online and view the supporting documentation provided by the Appellant,directly online • Print a receipt with or without registered owner information C. Reporting: Included • CONTRACTOR offers 24 reports online for our Clients to generate,print and re-print 24/7. We provide real-time reports that can be generated for any timeframe required and we provide pre- processed/month-end reports that reflect the month-end view of data. • All reports are available online and because we do not purge data unless specifically requested to do so by a Client,the data is available if the COUNTY is a Client. • All reports are generated in HTML so our Clients can copy and paste the data into Excel for data manipulation purposes. • If the COUNTY were to request a report that was not already available using the standard reports or report generator,CONTRACTOR would work with the COUNTY to design the report and provide it to the COUNTY at no cost. D. Manual Payment Processing: Included • Manually received payments(checks,cash,money orders and credit card payments sent via US Mail)are received at our PO Box in Newport Beach where a bonded and insured courier picks up the mail daily and delivers it to our Newport Beach office • On-site Mail Department opens, sorts and batches the payments before providing them to our on- site Data Entry Department RFQ#TLARC-2022-483 Page 35 of 37 Form#116-310—Dated:3/21/2019 274 Contract ID#TLARC-96258-4179-6/27 • After double-blind entry of each payment,the citations are updated by our Quality Assurance team • Payments are then provided to our Accounting Department where daily deposit slips are completed and provided to a bonded,insured courier who takes them to the bank E. Registered Owner Information: Included • Registered owner information for all citations issued on California license plates • Turnaround time for acquisition of California registered owner information is same day • Registered owner information for all citations issued on out of state license plates • CONTRACTOR is a recognized Strategic Partner with NLETs and has access to registered • owner information nationwide real-time through NLETs service • Access to this system requires the use of the COUNTY's ORI for tracking purposes only; CONTRACTOR will utilize its own ORI for actually acquiring the out of state RO data F. CA DMV Holds and Releases: Included • California DMV Holds and Release performed daily via an online connection • Holds and releases can also be performed real-time,upon request • Citation amounts placed on hold are updated daily in the event a partial payment is made G. Customer Service: Included • CONTRACTOR provides a live,bi-lingual,on-site Customer Service Department that is fully trained to answer questions related to citation issuance,payment,adjudication,fix-it tickets, sign-offs,FTB,advanced credit reporting collections and more • All calls are recorded to quality assurance and recordings can be sent to the COUNTY at any time for review • CONTRACTOR's IVR is bi-lingual and accessible via several toll-free numbers;the IVR provides real-time information to the caller regarding current status,including the amount due • The IVR accepts VISA,MasterCard,Discover,and American Express H. Web Presence: Included • CONTRACTOR's Solution is 100%web-based and Section 508 Compliant and is provided at: www.CitationProcessingCenter.com;this is a generic website in the sense that it is not COUNTY branded.This website allows for the COUNTY and the COUNTY's Customers to access citations online RFQ#TLARC-2022-483 Page 36 of 37 Form#116-310—Dated:3/21/2019 275 Contract ID#TLARC-96258-4179-6/27 • If the COUNTY prefers an COUNTY branded website,one in which the look and feel mimics that of the COUNTY's website,CONTRACTOR can and will provide this feature to the COUNTY. 14. Cost Increases: • Postal Rate Increase Offset—If postal rates increase during the term of the agreement,fees to DTI shall be raised immediately to offset the effect of the actual postal rate increase. • CPI Increases—There will be NO CPI increases for the duration of the agreement M. Detailed Android Pricing(Optional) • CONTRACTOR has provided the following handheld unit pricing for a purchase option. If the COUNTY is interested in lease prices we are happy to provide that as an option. Item N5 Print Samsung A52 Plus w/TSC 3" Printer Purchase Price $3,000.00 $1,300.00 IV. JIANDHT.LD LICENSING AND SUPPORT COSTS 1. Handheld Software License Fee $150.00 per unit per year,1st year only $125.00 per unit per year,2nd and subsequent years This fee is for the software application and all enhancements. 2. Support $25.00 per month per unit Support includes full repair or replacement of any units which fail to perform.There is no deductible charged. 3. Training No Charge Onsite training at the COUNTY's preferred location will be provided free of charge for both the handheld ticket writer training and the system training.Training typically takes place over the course of a few hours and will be customized to meet the COUNTY's requirements. 4. Ticket Stock to be Quoted based on Quantity Ticket stock pricing may vary depending on the quantity,coloring,artwork,and set up fee if applicable.We would be happy to supply pricing upon request. 5. Wireless Services Actual Cost • If the COUNTY elects to utilize a wireless data plan by which to transmit citations, CONTRACTOR will pass the cost of the data plan directly from the wireless vendor. • • RFQ#TLARC-2022-483 Page 37 of 37 Form#116-310—Dated:3/21/2019 276 3. Compensation a. • City agrees to pay,and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit`B." The total sum to be expended under this Agreement;shall not exceed Two Million:Dollars ($2,000,000.00)during th-' • term of this Agreement. b. 'Paymentby•City shall,be made within thirty(30)days following/ eceipt of proper invoice evidencing work performed, subject to City accounting proceAres. Payment need not be made for work which fails to meet the standards Of 'iformance'set forth in the Recitals which may reasonably be expected,by City. c. Contractor shall be paid pursuant to the terms of Exliibit'`B." 4. ' Term / Time is of the essence of this Agreement. The services of Contractor are to. commence May.1,2025, or as soon as practicable aft r'the execution of this Agreement by City (the"Commencement Date")'and terminate'three.(3)years from Commencement . Date,•unless terminated earlier in accordance wit hithe provisions of this Agreement. Contract maybe-extended for 2 additional one,�- ear periods if Mutually agreed to in writing by both parties: The time for perfo lance of the tasks identified in'Exhibit"A" are generally to.be shown in Exhibit"A. . his schedule and Term may be amended to. benefit the Project if'mutually agreed to n writing by City and Contractor. In.the event the Commence ent Date precedes the Effective Date, Contractor shalt be bound by all,terms and c nditions as provided herein.. 5. Extra Work In the event City equires additional services not included in Exhibit"A"or changes in the scope o services described in Exhibit"A,"'Contractor will undertake such work only after reee ing written authorization from City- Additional compensation for such extra work s all be allowed only if the-Thor written approval of City is obtained. 6. isposition of Plans,Estimates and Other Documents C9� tractor-agrees that title to all materials prepared.hereunder, including, without limitatiogn,.all:original drawings, designs,reports,.both field and office notices, calculla$ions, comptiter code,language,date or programs,maps,'memoranda,letters and oth ,documents, shall belong to City;and Contractor shall turn these materials over to C'ty upon expiration or-termination of this Agreement or,upon Project completion,. hichever shall occur first. These.materials may be used by City as it sees-fit. • • 25-16157/373564 2 r , 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized:services of Contractor,Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. .Nothing.in this Agreement shall be construed to limit the City's abiliyjto have any of the services which are the subject to this.Agreement performed by Ci personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular city employee in the work performed pursuant to this Agreement. No officer or enloyee of City shall have any financial interest in this Agreement in violation of the a plicable provisions of the California Government Code. 18. Notices. Any notices, certificates, or Other commu},ications hereunder'shall'be given either by personal delivery to Contractor's agent(as disignated in Section 1 hereinabove) or to City as the situation shall warrant, or by encllssing the same in a sealed envelope,postage prepaid,and depositing the same in the U4i el States.Postal Service, to the addresses `below. City and Contractor may design,�fe different addresses to which subsequent notices,certificates or other commune Ations\vill be sent by notifying the other party via personal delivery, a reputable.overn:4ht carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: • City of Huntington Beach Data Ticket,Inc. Attn: .Director of Public Yorks Attn: Brooke Westcott 2000 Main Street 2603 Main Street Suite 300 Huntington Beach, .A 92648 Irvine, CA 92614 19. C 1 nsent Whe City's consent/approval t/approval is required tinder this Agreement,its, consent/ap oval for one transaction or event shall not be deemed to be a consent/approval to any su sequent occurrence of the same or any other transactions or.event. 20. Modification No waiver or modification of any language in this'Agreement shall be valid unless .writing and duly executed by both parties. 25-16157/373564 6 1/ -