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HomeMy WebLinkAboutReso - CC - 031-1999RESOLUTION NO. 31-1999 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING AGREEMENT BETWEEN THE CITY AND TURBO DATA SYSTEMS, INC. FOR PARKING CITATION PROCESSING AND ADJUDICATION RESOLVED, by the City Council of the City of Burlingame: WHEREAS, the County of San Mateo is no longer able to process and adjudicate parking citations; and WHEREAS, the cities in the County has cooperatively issued a request for proposals to provide that service and have received proposals from 4 qualified vendors, and after conducting interviews and comprehensive reviews of the proposals, TDS is recommended because it will provide an effective, efficient, and reasonably priced system for processing and adjudicating parking citations; and WHEREAS, TDS has experience in this business and further has experience with the handheld citation system used by the City of Burlingame, NOW, THEREFORE, IT IS RESOLVED AND ORDERED: 1. The Agreement between the City of Burlingame and Turbo Data Systems, Inc. (TDS) attached as Exhibit A is approved, and the City Manager is authorized and directed to execute the Agreement by and on behalf of the City. 2. The Clerk is directed to attest to the signature of the Manager. MAYOR I, NDITH A. MALFATTI, City Clerk of the City of Burlingame, do hereby certify that the foregoing resolution was introduced at a regular meeting of the City Council held on the 19 t h day of April, 1999, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: GALLIGAN, JANNEY, KNIGHT, O'MAHONY, SPINELLI NOES: COUNCILMEMEERS: NONE ABSENT: COUNCILMEMBERS: NONE ?6A CITY C ERK AGREEMENT FOR PROFESSIONAL SERVICES — PARKING CITATION PROCESSING AND ADJUDICATION This Agreement is entered into by and between Turbo Data Systems, Inc. (TDS), a California Corporation, and the City of Burlingame, (hereinafter "Customer"), a municipal corporation, EFFECTIVE JUNE 30. 1999. WHEREAS, TDS and the Customer desire to enter into an Agreement whereby TDS will process parking citations for the Customer pursuant to the terms and conditions set forth herein, including all applicable State and local laws and regulations in effect now and during the term of this Agreement, and WHEREAS, TDS is a firm specializing in the provision of parking citation processing and related services, with considerable knowledge and experience in the field. NOW, THEREFORE; in consideration of the mutual covenants, conditions, representations, and warranties contained herein the parties hereby agree as follows: PROFESSIONAL SERVICES TO BE PROVIDED. TDS shall be independently responsible for providing the services described in the scope of work attached hereto as Exhibit "A" and incorporated herein by reference. TDS agrees to extend these services to all San Mateo County Cities and Agencies which issue parking citations and wish to receive such services from TDS. Courier and banking services will be negotiated separately with new agencies not a part of the original RFP process. 2. TERM. This Agreement shall become effective June 30, 1999 for a period of three (3) years. 3. OPTION. Upon the expiration of this Agreement, Customer shall have the option, in its sole and absolute discretion, of extending this Agreement for an additional three (3) years on the terms and conditions contained herein, except that TDS may propose an increase of six (6) percent or less to the compensation amounts in Exhibit "A". Customer shall notify TDS in writing at the address listed in the NOTICE section of this Agreement of its intention to extend this Agreement at least one hundred -twenty (120) days prior to the expiration of this Agreement. 4. CONSIDERATION. In consideration for services performed by TDS as provided in this Agreement, Customer shall pay TDS pursuant to the terms set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 5. PAYMENT OF FEES. Charges determined on the basis set forth in Exhibit "A" shall be billed on a monthly basis in arrears and payment therefore shall be made within fifteen (15) days after submission of each separate invoice. 6. CALCULATION OF AMOUNTS DUE COUNTY. TDS shall calculate amounts due the County of San Mateo as required by State law and forward the figures (Paid Citation Distribution Report) to Customer in a timely manner so that Customer is able to remit the required funds to the County of San Mateo before the date due. 7. ACCOUNTING RECORDS. Records of the citations processed by TDS shall be available for examination by the Customer or its authorized representative(s) at a time agreeable to the Customer and TDS within one week following a request by the Customer to examine such records. Failure by TDS to permit such examination within one (1) week of a request shall permit the Customer to withhold all further payments until such examination is completed unless an extension of time for examination is authorized by the Customer in writing. 8. TIME OF PERFORMANCE. Time is of the essence, and TDS shall perform the services required by this Agreement in an expeditious and timely manner so as not to unreasonably delay the purpose of this Agreement. 9. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, TDS shall be an independent contractor and shall not be an employee of the Customer. The Customer shall have the right to control TDS only insofar as the results of TDS's services rendered pursuant to this Agreement; however, Customer shall not have the right to control the means by which TDS accomplishes the services rendered pursuant to this Agreement. 10. FACILITIES AND EQUIPMENT. TDS shall, at its own cost and expense, provide all facilities and equipment that may be required for performance of the services required by this Agreement. 11. INDEMNIFICATION BY TURBO DATA .SYSTEMS, INC. TDS is skilled in the professional calling necessary to perform the services and duties agreed to be performed by TDS under this Agreement, and Customer, not being skilled in such matters, relies upon the skill and knowledge of TDS to perform said services and duties in the most skillful manner. Therefore, TDS agrees to indemnify, defend, and hold harmless Customer, its officers, officials, employees, volunteers and agents harmless from and against any and all liability, claims, suits, actions, damages, and causes of action, including attorney's fees, arising during the term of this agreement out of any personal injury, bodily injury, loss of life, or damage to property, or of any violation of any federal, state, or municipal law or ordinance , or other cause to the extent caused by the negligent acts or omissions of TDS, its employees, subcontractors, or agents, or an account of the performance or character of this work, except for any such claim arising out of the sole negligence or willful misconduct of Customer, its officers, officials, employees, volunteers and agents. Acceptance by Customer of the work performed under this agreement does not operate as a release of TDS from such professional responsibility for the work performed. It is further understood and agreed that TDS is apprised of the scope of the work to be performed under this Agreement and TDS agrees that said work can and shall be performed in a fully competent manner. 12. LIABILITY LIMITATION AND INDEMNIFICATION BY CUSTOMER. TDS shall use due care in processing work of the Customer but TDS shall be responsible only to the extent of correcting any errors that are due to the equipment or personnel of TDS, such errors shall he corrected by TDS at no additional charge to the Customer. TDS shall be entitled to reimbursement from the Customer for any expenses incurred by TDS for the correction of any erroneous information provided by the Customer and TDS shall not be responsible for Customers' losses and expenses resulting from erroneous source materials provided by the Customer. Neither party shall be liable to the other for any indirect or consequential losses or damages. The Customer shall indemnify and hold harmless TDS and its officers, directors, shareholders, employees and representatives from any and all claims, demands, liability, damages, and .judgments arising out of erroneous information provided by the customer. 13. INSURANCE. On or before beginning any of the service or work called for by any term of this Agreement, TDS, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to Customer the insurance specified in Exhibit `B" to this Agreement under forms of insurance satisfactory in all respects to Customer. TDS shall not allow any subcontractor, professional or otherwise, to commence work on any subcontract until all insurance required of TDS has also been obtained for the subcontractor. 14. FAIR EMPLOYMENT PRACTICESIEQUAL OPPORTUNITY ACTS. In the performance of this Agreement, TDS shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Section 12900) and the applicable equal employment provisions of the Civil Rights Act of 1964, whichever is more restrictive. 15. AGENCY. Except as Customer may specify in writing TDS shall have no authority, expressed or implied, to act on behalf of the Customer in any capacity whatsoever as an agent. TDS shall have no authority, expressed or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever. 16. CHANGES IN LAW. Any changes in the processing of parking violations as a result of changes in the law or DMV regulations affecting such violations which do not materially add to the cost of processing such citations by TDS shall be implemented by TDS. Should there be any changes in the law applicable to the processing of parking citations which would require material changes in the method of the processing as contemplated in this Agreement, or materially reduce or eliminate the amount of revenue received by the Customer from parking citations, TDS and Customer agree to negotiate in good faith to amend this Agreement to allow for such changes. Otherwise, this Agreement shall terminate on the date such law becomes effective, provided either party gives sixty (60) days notice of termination. 17. OWNERSHIP. Customer acknowledges that the software and software programs used by the Customer or used for the Customer's benefit which were developed by TDS are the sole property of TDS and the Customer obtains no right or interest in the software by virtue of this Agreement. 18. PROPRIETARY INFORMATION. Customer agrees not to reproduce, disclose, or distribute Contractor's proprietary information such as any description of specialized or unique processes, software, or methods that are used in the course of providing the services under this Agreement, including any financial information, that is not considered a public record. 19. FORCE MAJEURE. Neither party shall be responsible for delays or failure in performance resulting from acts beyond the control of such parties. Such acts shall include, but are not limited to, Acts of God, strikes, riots, acts of war, epidemics, fire, communication line failure, earthquakes or other disasters. 20. ASSIGNABILITY. Because of the necessary expertise required of TDS by this Agreement, TDS shall not assign this Agreement nor any part of it without the prior written consent of Customer. 21. TERMINATION. This Agreement may be terminated by either party upon one hundred - twenty (120) days written notice after the end of the third year of the Agreement. 22. TRANSITION TO NEW VENDOR. In the event that TDS and Customer terminate this agreement, TDS agrees to provide all reasonable assistance required to make an orderly and accurate transition to a new citation processor. At the option of Customer, TDS agrees to continue to provide services required under this agreement for each and every citation up to the termination date entered into TDS's processing system until the final determination of each such citation. TDS shall be compensated for each such citation under the same terms as provided for herein. 23. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail addressed to: TDS: Roberta J. Rosen President Turbo Data Systems, Inc. 614 West Katella Avenue Orange, California 92867 CUSTOMER: Gary Missel, Chief of Police City of Burlingame 1111 Trousdale Drive, Burlingame, California 94010 unless and until different addresses may be furnished in writing by either party to the other, and such notice shall be deemed to have been served within seventy-two (72) hours after the same has been deposited in the United States Post Office by certified mail. This shall be valid and sufficient service of notice for all purposes. 24. EXTENT OF AGREEMENT. This Agreement represents the entire and integrated Agreement between Customer and TDS and supersedes any and all prior negotiations, representations or agreements, either written or oral. 25. AMENDMENTS. This Agreement may be amended only by written instrument signed by both Customer and TDS, which writing shall expressly state that it is intended by the parties to amend the terms and conditions of this Agreement. 26. SEVERABILITY. Should any part of this Agreement be declared through a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or to cavy out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexercised portion, can be reasonably interpreted to give effect to the intentions of the parties. 27. LITIGATION COSTS. If any legal action or any other proceeding is brought to enforce the terms of this Agreement, or because of an alleged dispute, breach, or misrepresentation in the connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover their reasonable attorneys' fees and other costs incurred in that action or proceeding, including the costs of appeal in addition to any other relief to which it or they may be entitled. 28. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Executed on this _ day of 19_ City of Burlingame Dennis Argyres City Manager TURBO DATA SYSTEMS, INC. LN Approved as to Form: Larry Anderson, City Attorney Roberta J. Rosen President AGREEMENT FOR PROFESSIONAL SERVICES — PARKING CITATION PROCESSING AND ADJUDICATION EXHIBIT A SCOPE OF WORK AND COMPENSATION TDS will provide Parking Citation and Processing Services, including independent subcontracted adjudication services, as outlined in this Scope of Work, which includes the Request for Proposals To Provide Parking Citation Processing and Payment Services For the San Mateo County Cities, and the Proposal To Provide Parking Citation Processing and Payment Services For the San Mateo County Cities submitted by TDS and dated March 8, 1999, both of which are hereby incorporated herein by reference as if set out in full as the Scope of Work and Compensation for TDS. If postal rates change during the term of the Agreement, the compensation to Contractor shall be adjusted effective the same day as the postal rate increase by the same amount as the change in postage. This will affect the per notice prices of all services as well as the Administrative Adjudication Pricing. The formula for determining the amount to be added to the charge for each citation entering the Administrative Adjudication Process shall be: Number of letters sent in the Adjudication Process for the previous three months X Change in Postal Rate Number of individual citations for which those letters were sent, i.e., volume of appeals Should Customer require a performance bond, TDS will prepay such cost and Customer will reimburse TDS within 15 days upon proof of coverage and payment by TDS. AGREEMENT FOR PROFESSIONAL SERVICES — PARKING CITATION PROCESSING AND ADJUDICATION EXHIBIT B INSURANCE TDS shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by TDS, its agents, representatives, employees, or subcontractors. Minimum Scope of Insurance Coverage shall be at least as broad as: Insurance Services Office form number GL 0002 (Ed.1 /73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). Insurance Services Office form number CA 0001 (Ed.1/78) covering Automobile Liability, code 1 any auto and endorsement Ca 0025. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance TDS shall maintain limits no less than: General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit . is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Employer's Liability: $1,000,000 per accident for bodily injury or disease. Deductibles and Self -Insured Retention Any deductibles or self-insured retentions must be declared to and approved by Customer. At the option of Customer, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Customer, its officers, officials, employees, volunteers and agents; or TDS shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: Customer, its officers, officials, employees, volunteers and agents are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of TDS; products and completed operations of TDS; premises owned, occupied or used by TDS; or automobiles owned, leased, hired or borrowed by TDS. The coverage shall contain no special limitations on the scope of protection afforded to Customer, its officers, officials, employees, volunteers and agents. For any claims related to this project, TDS's insurance coverage shall be primary insurance as respects Customer, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by Customer shall be excess of TDS's insurance and shall not contribute with it. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to Customer, its officers, officials, employees, volunteers and agents. TDS's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days (10 days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to Customer. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to Customer. Verification of Coverage TDS shall furnish certificates of insurance evidencing all the coverage required above, naming the San Mateo County Cities and Agencies, c/o City of Daly City, 333 — 90th Street, Daly City, CA 94015, that are a party to this Agreement as additional insureds. Should Customer wish an individualized certificate of insurance as an additional insured, TDS will provide such for an annual $50.00 charge. The endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by Customer before work commences. All required information is to be mailed to the address shown in the NOTICE section of the Agreement. SUBCONTRACTORS TDS shall include all subcontractors as insureds under its policies or shall furnish separate evidence of coverage and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. FIDELITY BOND In addition to the above, TDS shall provide a $100,000 fidelity bond covering all employees for theft, dishonesty, and faithful performance.