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80-058 Parking Citations Data Com Systems Reso 6164PRODUCER Marsh & McLennan, Incorporated 3303 Wilshire Boulevard Los Angeles CA 90010 IE OCkheed Corporation - DATACOM P.O. Box 551 02-20, U-45 Burbank CA 91520 THIS IS TO CERTIFY THAT POLICIES OF INSURA NOTWITHSTANDING ANY REQUIREMENT, TERM BE ISSUED OR MAY PERTAIN, THE INSURANCE TIONS OF SUCH POLICIES. TYPE OF INSURANCE GENERAL LIABILITY COMPREHENSIVE FORM PREMISES/OPERATIONS UNDERGROUND EXPLOSION & COLLAPSE HAZARD PRODUCTS/COMPLETED OPERATIONS CONTRACTUAL INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE PERSONAL INJURY . 8/29/84 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPAN LETTER Y A Transcontinental Insurance Company COMPA LETTERNY Federal Insurance Company COMPANY C LETTER COMPANY p LETTER COMPANY E LETTER NCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDI- AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS (PRIV. PASS.) ALL OWNED AUTOS (OTHER THAN) PRIV. PASS. HIRED AUTOS NON•OWNED AUTOS GARAGE LIABILITY EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY OTHER Crime Insurance Po POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIABILITY LIMITS IN THOUSANDS DATE (MM/OD/YY) DATE (MM/DD/YY) EACH AGGREGATE OCCURRENCE BODILY INJURY $ $ PROPER DAMAGETM $ $ � Bt & PD COMBINED 1 $ $ PERSONAL INJURY I $ BODILY NJURY $ PER PERSON) BODILY INJURY $ (PER ACCIDENT) PROPERTY DAMAGE $ BI & PD $ COMBINED UMB008450087 4/1/84 4/1/85 e BI&PD COMBINED cess 5 000 1,000 $ STATUTORY fr a $ (EACH ACCIDENT) $ (DISEASE -POLICY LIMIT) $ (DISEASE -EACH EMPLOYEE) $25,000,000 Employee 80951130 8/1/82 Until Cancell d Theft; $25,000,000 1 t-11��=L L_ DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS It is agreed that the City of Cupertino is named as an Additional Insured on General Liability and Excess Liability policies. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- PIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL_30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LE AILURE O SUCH NOTICE LL IMPOSE NO OBLIGATION OR LIABILITY ANY N R REPRESENTATIVES. incorpora LIFE & CASUALTY CERTIFICATE OF INSURANCE Marsh $ McLennan 3303 Wilshire Boulevard Los Angeles, California 90010 Telephone (213) 380-1600 This certificate of insurance neither affirmatively nor negatively amends, extends, or alters the coverage afforded by the policies listed below. Name and Address of Insured LOCKHEED CORPORATION — DATACOM P.O. Box 551 Burbank, California 91520 This certifies to: City of Cupertino r Date: 8/29/84 10300 Torre Avenue Cupertino CA 95014 �a " that the following insurance policies, subject to their terms, conditions and exclusions, are in force effective 4-1-84 in the Company indicated above. KIND OF INSURANCE LIMITS OF LIABILITY POLICY NO. EXPIRATION Workers' Compensation and Employers' Liability Statutory COVERAGE A 83 CK 26525 SSA 83 CH 314122 SSS 83 C 314123 SRA 83 CH 314124 SSS 4-1-85 4-1-87 4-1-87 4-1 -87 $ 1,000,000 Coverage B California All Other States USLS & HW COMPREHENSIVE GENERAL LIABILITY EACH OCCURRENCE AGGREGATE POLICY NO. EXPIRATION Bodily Injury - Personal Injury" $ 1,000,000 $ 1,000,000 COMBINED SINGLE LIMIT 83 GL 60186 SRA 83 AL 203452 SRA 4-1-87 4-1-87 Property Damage Products — Indicated by x❑ divisions covered: x❑ Premises - Operations x❑ Independent Contractors x❑ Completed Operations x❑ Blanket Contractural COMPREHENSiVE AUTGM IGBILE LIABILI li COMBINED SINGLE LIMIT POLICY NO. EXPIRATION Bodil In'ur " $ 11000,000 83 FJ 43192 SRA 83 AL 203453 SRA 4-1-87 4-1 -87 Property Damage No Fault Coverage Yes ❑ No ■ Products/Completed Operations included except as respects aircraft. "Airport Liability including fueling and control tower operations excluded. It is agreed that the City of Cupertino is named as an Additional Insured on General Liability and Excess Liability policies. The Atna Casualty and Surety Company Hartford, Connecticut 06156 In event of cancellation, thirty (30) days written notice will be given to the party to whom this certificate is addressed. By D. Nishikawa, Manager Western Area National Accounts - Los Angeles (CC-5875) ED. 6-84 PRINTED IN U.S.A. RESOLUTIO.d NO. 6164 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHCRIZING EXECUTION OF AGREEMENT WITH DATACOM, PARKING CITATIONS WHEREAS, there has been presented to the City Council an agreement for the processing of parking citations between the City of Cupertino and Datacom Systems Corporation; and WHEREAS, said agreement has been approved as to form by the City Attorney; and WHEREAS, the City Council has approved said agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby authorizes the ilayor and the City Clerk to execute said agreement on behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 6th day of September , 1983 by the following vote: Vote ::e!r,bers of the City Council e"'iLS: Gatto, Johnson, Rogers, Sparks, Plungy NOES: None ABSENT: None A50STAIN:None APPROVED: /s/ John J. Plungy, Jr. ".ayor, City of Cuportino ATTES'T : /s/ Dorothy Cornelius i ty Cl_ r;: AGREEMENT FOR PROCESSING PARKING CITATIONS THIS AGREEMENT IS MADE BY AND BETWEEN DATACOM SYSTEMS CORPORATION, hereinafter referred to as "Contractor," and _ City of Cupertino hereinafter referred to as "Agency," and entered into this 6th day of September 1963 The parties intend by this agreement to provide for the processing of fines, bail and forfeiture thereof, in connection with the issuance of citations for illegal parking pursuant to the laws of the State of California and ordinances of the City of Cupertino ARTICLE I — Processing 1.1 Referral and Reconciliation. Contractor shall receive and process parking citations which Agency delivers to it. Contractor will provide a daily reconciliation of the number of citations delivered by Agency. The Agency will be notified of discrepancies in citation counts delivered for processing. 1.2 Determination of Processable Citations. Contractor shall screen the parking citations referred to it by Agency to determine if the citation is processable. If the citation is determined by Contractor to be unprocessable (e.g., essential processing information is missing), Contractor shall return the citation to Agency within seven (7) days for clarification. Contractor will be paid the contractual rate hereinafter provided, for citations returned to the Agency as unprocessable. 1.3 Collection and Deposit of Funds. Contractor shall collect and deposit all monies received for the payment of parking citation fines and fees in a trust account with a local financial institution. Contractor will receive payments _from vehicle owners through the mails and in person, and from Agencies forwarding payments collected by them from registered owners. Contractor shall be open a minimum of four hours per day to accept walk in payments. The four hour period will be determined by Contractor and will be based on peak payment demand periods. 1.4 Disbursement of funds. Contractor shall. disburse monthly, all. monies on deposit from the payment of parking citation fines and fees to the Agency, including any interest income earned by monies on deposit due Agency. Monies collected according to Section 4.5 of this agreement will be. disbursed net of Contractor fees. Disbursement shall be made within the first ten working days of each month. I.5 Identification of Registered Vehicle Owners. Contractor shall exert best efforts and attempt to obtain the name and address of the regisl:.ered vehicle owner from the California State Department of Motor Vehicles or from the appropriate out—of—state Department of Motor Vehicles for each vehicle for which a parking citation has been issued but payment has not been received within the required time period. Contractor shall follow all procedures specified by the California State Department of Motor Vehicles, and be consistent with the California Vehicle Code when identifying registered vehicle owners. 1.6 Verification of Ownership. Contractor shall insure that adequate identification of registered vehicle owners and verification procedures are utilized which take into consideration, at the very least, the following factors: Issuance of new license plates, address changes, license plate transfers to other vehicles, name changes, and the validity of plates and registration during specific time periods applicable to individual cases. 1.7 Delinquency Notices. Contractor shall generate and mail. (presorted, first—class postage, and within a reasonable period of time) delinquency notices to all identified registered owners of vehicles who fail to pay their parking citation fines or to post bail in the required manner. The delinquency notice form must comply with the requirements of State law. The mailed notice will include all information required by the California Vehicle Code, including but not limited to the following: 1. The parking citation issuance date and number; 2. The consequences of nonpayment (i.e., a hold on the vehicle registration and the imposition of penalties, or issuance of a possible warrant for their arrest); and 3. The amount of fines and fees due and payable, 2 1.8 Registration Holds. The Contractor will provide the system and procedures and will interface with the California State Department of Motor Vehicles to place a hold on vehicle registrations having unpaid parking fines and fees due against those vehcles in accordance with the California Vehicle Code and any other applicable State and local laws. The holds will be placed within a reasonable period of time after the issuance of a delinquency notice. 1.9 Removal of Registration Holds. Contractor will provide the system and procedures and will interface with the California State Department of Motor Vehicles to remove registration holds when a registered vehicle owner satisfies the entire amount of parking citation fines, penalties, and fees due against the vehicle and establishes such payment to the satisfaction of Contractor. 1.10 Contested Citations. In the event a registered vehicle owner disputes the liability for the outstanding parking citation, Contractor shall advise the registered vehicle owner of his/her right to request a court appearance. The Contractor will coordinate a court appearance for the registered vehicle owner to the court. All contested citations will be forwarded to the Santa Clara County Municipal Court within a reasonable time period after notification by the court. 1.11 Citations Disposed of by Court. The Contractor may be required, as a result of court action, to reduce or cancel, on an individual basis, parking citations which have been referred to it. Contractor shall be paid the contractual rate hereinafter provided for processing the citation regardless of the outcome of court action. Contractor shall maintain records indicating the date notice received and any reduction or cancellations of parking citations as a result of court action. Parking citations which are dismissed as a result of court action, will have the dismissal processed by the Contractor within two working days after receipt from the Santa Clara County Municipal Court, 1.12 Suspension of Processing. Contractor shall suspend processing any citation referred to it for processing upon written notice to do so by the Agency. Contractor will return any citation requested to Agency. Contractor shall maintain records indicating any suspension of a citation 3 as a result of Agency's request, Contractor sha11. be paid. the contractual rate hereinafter provided for processing the citations suspended by the Agency. 1.13 Parking Citation System Master File Update. Contractor will update the parking citation master file for new citations, payments, reductions, cancellations, dismissals and any other pertinent data a minimum of three times a week. 1.14 On -Line Terminal Inquiry. Contractor will provide on-line terminal inquiry capability by September 15, 1983. Contractor will provide the computer terminal, related equipment and technical and administrative support to Agency which desires to use this capability. ARTICLE II - General 2.1 Public inquiries. For phone calls and correspondence, the contractor will process matters of a nonjudicial nature; matters of a judicial nature will be referred to the appropriate agency for determination. For scheduled court hearings, the Contractor will coordinate the necessary information with the court. 'The ability to deal with Spanish --speaking individuals will be provided by the Contractor. The Contractor will provide a reasonable number of phone lines to accommodate public inquiries. 2..2 Contractor Limitations. Contractor may not do any of the following without Agency's prior approval, in writing: a) Take any legal action; b) Threaten any legal action; or c) Make any communication, oral or written, regarding potential legal action: 2.3 Use of' Approved Forms. All forms, delinquency notices, and correspondence sent by the Contractor must conform to State and local law, and be approved by the Agency. 2.4 Books and Records. Contractor shall maintain separate books 4 and records within the County of Santa Clara for parking citations issued within the Agency's jurisdiction and referred to Contractor for processing. Such books, records, and computer processing methods and procedures shall be available for inspection and audit by Agency at all reasonable times without prior notice to Contractor. Citations, files, books, records, and other documents generated by Contractor in the performance of this agreement shall be deemed property of the Agency, and will be returned to the Agency at the termination of this agreement. A semi—annual reconciliation of the Contractor's trust account shall be provided to Agency. The reconciliation will be provided within forty five days after the end of each semi—annual period. 2.5 Contractor Files. Contractor shall maintain files on each parking citation referred to it for processing under this agreement. Such files will contain records of payments, collection efforts, dispositions, and any other pertinent information required to provide a reasonable audit trail. 2.6 Offices of Contractor. Contractor shall establish and maintain throughout the period of this agreement and any extensions thereof, an office within the County of Santa Clara, for the processing of parking citations, the maintenance of telephones, and the receipt of mail or other correspondence or inquiries relating to citations referred to Contractor under this agreement. The ability to handle walk in traffic should be available to the public. ARTICLE III — Advisory Committee 3.1 Formation of Committee, An Advisory Committee shall be formed to work with the Contractor on the operation of the parking citation program. The Advisory Committee will meet bi—monthly or as required. 3.2 Advisory Committee Membership. The Advisory Committee will consist of one representative from each contracting agency. Participation will be optional on the part of each agency. 5 3 . 3 Contractor's Role. Contractor shall serve as a member of the Advisory Committee. 3.4 Duties of the Advisory Committee. 'The duty of the Advisory Committee shall be to recommend policy to the Agency on the operation of the parking citation program within the County of Santa Clara. ARTICLE IV — Contract Price 4.1 Basis for Fee Structure. The fee structure hereinafter provided shall be based on the combined parking citation volume of all agencies within the County of Santa Clara who have contracted with the Contractor for the processing of parking citations. 4.2 Basis of Fee Computation. The fee due and payable to Contractor will be computed on a per parking citation basis and will be. based on the issuance date of the citation. Each parking citation assigned to Contractor for processing shall be utilized in computing the base for the total fee. Once the initial fee has been charged by parking citation, no additional costs can be charged by Contractor to pursue collection except as defined in Article IV, Section 4.4 and 4.5 and Article VI., Section 6.3, of this agreement. 4.3 Rate. The fee for the first year of this agreement is one dollar and thirty cents ($1.30) per parking citation based on a minimum volume of 150,000 parking citations per year for all agencies contracting with the Contractor within the County of Santa Clara, and if the City of Sari Jose is one of the contracting agencies. If the City of San Jose is not: one of the contracting agencies, and a minimum annual volume of 150,000 parking citations is achieved for all agencies contracting with the Contractor within the County of Santa Clara, the fee will be one dollar and forty cents ($1.4-0) per parking citation. The fee for the second and third year agreements (provided that the contract is renewed in accordance with the provisions hereinafter set forth) would be computed as follows: Year Two: $1,30 plus a cost —of —living adjustment as hereinafter defined, not to exceed a maximum rate increase of .15¢ per citation. The cost of living adjustment shall be computed on the lower of the percentage increase in the annual average Consumer 6 Price Index for All Urban Consumers (1967=100) for the San Francisco Bay Area, or the annual average Consumer Price Index for All Urban Consumers (1967=100) for the U,S. City Average as published for year -ending June 30, 1984, as compared to year -ending June 30, 1983. Year „Three: The second year rate per citation (exclusive of any postal rate increases) plus a cost -of -living price adjustment based on the percentage increase in the Consumer Price Index for the year -ending June 30, 1985, as compared to the year -ending June 30, 1984, not to exceed a maximum rate increase of .15t per citation. The fees for years two and three are based on a minimum combined parking citation volume of 150,000 parking citations per year and inclusion of the City of San Jose as one of the contracting agencies. If the City of San Jose chooses to terminate their agreement with the Contractor in year two or three, the parking citation fee can be increased by an additional 10t in the year the City of San Jose terminates the agreement. 4.4 Postal rate Increases. Postal rate increases for presorted first-class mail after July 1, 1985, will automatically increase the per citation processing fee as hereinafter set forth. The increase will be effective on the date that the postal rate increase takes place. The amount of the per citation processing fee increase will be calculated as follows: The Contractor will maintain adequate records to document the Contractor's actual increase in postage costs associated with the mailing of delinquency notices for unpaid citations and for other mailings related to the processing of correspondence, etc., concerning any citations. 4.5 Other Fees. Contractor shall retain forty percent (40%) of payments from delinquent citations which have been processed in accordance with the current agreement and remain unpaid for 180 days after the issue date, and meet the following criteria: a. Citations for which the California State Department of Motor Vehic:l.(.s has not provided registered owner information because of a transfer of ownership on file and at least three requests for that information have been made. 7 b. Citations for which the California State Department of Motor Vehicles has dropped the registration hold because of a transfer of ownership or non —renewal registration. c. Citations written on vehicles for which a manual request of the registered owner is required or the payment of a fee to a Department of Motor Vehicles for registered owner information. This would not include license plates for which the Agency could obtain the registered owner information free of charge, d. Citations with license plates from a foreign jurisdiction. e. Any other citations which the Agency so designates and refers to Contractor under this agreement. 4.6 Billings and Fee Analysis. Contractor shall bill the Agency once a month. A fee analysis which accurately reflects the fees earned during the month will be included with the bill. Not later than ten (10) business days after the bill and fee analysis have been received, Agency shall either approve or reject the bill and fee analysis. If these documents are rejected by Agency, Contractor will be notified and problems shall. be resolved. Once resolved, Agency's controller (or designee) will request a warrant/check in the amount agreed upon, made payable to the Contractor. Delivery of the warrant/check will be arranged at the convenience of Contractor. In the event that such disputes are not resolved within three (3) business days after the bill and fee analysis have been rejected, Agency shall issue payment for those amounts shown which are not disputed. In the event that the aggregate citation volume of all contracting agencies within Santa Clara County drops below 150,000 citations for a contract year, the Contractor shall prepare an annual billing recalculating the fees due Contractor, at the rate of one dollar and seventy cents ($1.70) per parking citation. 4.7 On —Line Terminal Inquiry. Agency may use the on—line terminal inquiry system at no additional cost. Contractor will provide computer 0 terminal equipment, and technical and administrative support in the installation of the on—line inquiry feature at no additional cost. Agency will be responsible for all telephone line charges related to the on—line terminal inquiry feature. 4.8 Maximum Charges. The per citation fee charged to Agency hereunder represents the maximum cost to be charged to Agency in the absence of any other written agreement. ARTICLE V — Reports 5.1 Periodic Reports. Contractor shall submit reports to Agency within 10 working days after the end of the month or period. The reports will provide activities relating to performance under this agreement, including but not limited to the list of reports as follows; 1. Report of Revenue Collected For Month/Period A detail report for each issuing agency identifying the parking citations which have been paid, and the related payment distribution (Bail, Penalties, DMV Fee, Jail Construction, etc.).This will also include revenues collected and distributed under Section 4.5 of this agreement and the related reason for collection. 2. Report by Parking Citations Issued For Month/Period A summary report by issuing agency, providing the number of parking citations issued, violation codes and bail imposed. 3. Report of Jail Construction Revenues Collected For Month/Period A summary report of all issuing agencies identifying the agency and the amount of funds collected for jail construction. 4. Report of Monthly Activity A summary report by issuing agency providing the 0 status of all parking citations at the beginning of the month, current month activity, and at the end of the month. Typical items that would be included: Payments on Citations Payments on Notice Payments on DMV Holds Dismissals Registered Owner Request Pending Registered Owner Discrepancy Registered Owner Notified Registered Owner Placed on DMV Hold Registered Owner Holds Released New Citations Payments In Full 5. Payment Analysis Report (quarterly) A summary report by issuing agency, identifying collection results by month in which the parking citations were issued. Payment statistics would be broken down to original citation, delinquent notice, and DMV hold. 6. Habitual Offenders Report (monthly) A detailed report by issuing agency identifying registered vehicle owners with five or more outstanding parking citations. The latest DMV registered owner name and address should be included on the report. 7. Officer Performance Report (monthly) A detailed report by issuing agency and officer identifying the parking citations issued, location, violation and bail imposed. 8. Status History Report (quarterly) A detailed report by issuing agency showing the periodic status of open and closed parking citations maintained on the file. 10 9. Special reports as requested or required 5.2 Report of Monthly Activity. Contractor will provide a summary monthly activity report, which will provide Agency with a full accounting and reconciliation of Agencies' parking citation activity. 5.3 Microfiche. Contractor will provide all reports on microfiche if Agency so desires. ARTICLE VI — Term of Contract and Additional Service 6.1 Term and Renewals. The term of this agreement shall be for the period commencing September 15, 1983, and ending September 14, 1984 and, if no notice of change or termination is given by the Agency, the agreement shall be automatically renewed for an additional one—year periods, on the same terms and conditions provided herein. If no notice of change or termination is given by the Agency during this initial extension period, a second additional one—year renewal of the agreement shall automatically occur, on the same terms and conditions provided herein. 6.2 Cancellation. Upon a material breach or upon sixty (60) days written notice to Contractor, the Agency may cancel or terminate this agreement. All citations, files, reports, information, data, and monies relating to such citations shall be returned to Agency after Contractor has fulfilled all their responsibilities relative to the processing of the parking citations. 6.3 Additional Service. Any contracting Agency shall be free to negotiate a different agreement with the Contractor for any specialized service which does ,no£ fall within the standardized policy of this agreement. Additional service agreements shall not decrease the aggregate citation volume of all contracting agencies under this agreement. 6.4 Contractor Responsibility At Termination of Agreement. For all parking citations for which Contractor has been paid a fee as described in Section 4.3, the Contractor will perform those functions as provided 11 for in Article I & II of this agreement.; provided the Santa Clara County Municipal. Court allows the Contractor to continue to use the court requestor code for reporting to the California State Department of Motor Vehicles. ARTICLE VII�- Confidentiality 7.1 Materials Confidential. All reports, information, data, files, and tapes furnished or prepared by the Contractor, its subcontractors, successors or assigns (to the extent hereinafter allowed) for the purpose of transmittal to Agency pursuant to this agreement are confidential. 7.2 Consent Required for Disclosure. No report, information, data, files or, tapes furnished or prepared by Contractor or its subcontractors, successors or agents, shall be made available to any individual or organization without the prior written approval of Agency other than individuals or organizations who are reasonably necessary to properly effectuate the terms and conditions of this agreement. ARTICLE VIII - Claims and Actions 8.1 Reasonable Assistance of Contractor, In the event any claim or action is brought against Agency relating to Contractor's performance or services rendered under this agreement, Contractor shall. render any reasonable assistance and cooperation which Agency might require. 8.2 Agency Cooperation. In the event any claim or action is brought against Contractor relating to Contractor's performance of services rendered under this agreement, Contractor shall notify the Agency, in writing, within five (5) days, of said claim or action. 8.3 Hold Harmless and Insurance Provisions. Contractor agrees to furnish the following bonds and insurance policies prior to the commencement of work under this agreement and agrees to maintain them throughout the term of this contract and any renewals thereof: a) Contractor agrees to indemnify, defend and hold harmless the Agency, its officers, agents and ,employees from any loss, 12 injury or damage arising out of or in connection with Contractor his agents, contractors or employees performance under this agreement, excepting only loss, injury or damage caused solely by acts or omissions of personnel employed by Agency. Contractor further agrees to reimburse Agency for all costs, attorney's fees, expenses and liabilities incurred in any litigation arising out of any obligation on Contractor's part to be performed under this agreement or arising from any negligence of Contractor or Contractor's agents, contractors or employees. b) Throughout the term of this agreement, Contractor at its sole cost and expense, shall maintain in full force and effect comprehensive automobile and general liability insurance covering bodily and personal injury and property damage. Limits shall be in an amount of not less than $1,000,000 per occurrence. Such insurance policies shall name Agency, its officers, agents and employees, individually and collectively, as additional insureds. Such coverage for additional insureds shall apply as primary insurance and any other insurance or self insured retention maintained by the Agency, its officers, agents and employees, shall be excess only and not contributing with insurance provided under said policy. Such insurance policies shall not be cancelled or materially changed without thirty (30) days advance written notice to the Agency. c) Throughout the period of this agreement, Contractor at its sole cost shall maintain in full force and effect a policy of Worker's Compensation Insurance covering all of its employees. d) Throughout the period of this agreement, Contractor at its sole cost shall maintain in full force and effect a Fidelity Bond which provides crime coverage including employee theft and mysterious disappearance for $250,000. 13 e) Prior to commencement of this agreement, Contractor shall provide on a form approved by Agency a Certificate of Insurance certifying that coverage as required has been obtained and remains in force until the date of the notice of completion or after the date of cancellation of this agreement, whichever is first to occur. ARTICLE IX —_Subcontractors and Assignments 9.1 Subcontracting. Contractor is authorized to engage subcontractors within the State of California at Contractor's own expense. 9.2 Assignments. This contract may not be assigned without the prior written consent of the Agency. ARTICLE X — Independent Contractor 10.1 Contractor's Relationship. Contractor's relationship to Agency in the performance of this agreement is that of an independent contractor. Personnel performing services under this agreement shall at all times be under Contractor's exclusive direction and control and shall be employees of Contractor and not employees of the Agency. Contractor shall pay all wages and salaries and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, unemployment compensation, workers' compensation, and similar matters. Neither Contractor nor any agent or employee of Contractor shall obtain any right to retirement benefits or other benefits which accrue to employees of Agency, and Contractor hereby expressly waives any claim it might have to such rights. ARTICLE XI — Entire Agreement 11.1 Integrated Agreement. This contract is intended by the parties as a final expression of their agreement and also as a complete and exclusive statement of the terms thereof, in a prior oral or written agreement regarding the same subject matter notwithstanding. This agreement may not be modified or terminated orally, and no modification or any claim of waiver of any of the provisions shall be effective unless in writing and signed by both parties. 14 11.2 Law Applicable. Contractor agrees to comply with all laws within the State of California governing the conduct of business, including but not limited to .laws pertaining to licenses, taxes, corporate regulation, and collection practices. 11.3 Notices to Parties. Any notice required under this agreement to be given to either party may be given by depositing in the United States mail, postage prepaid, first—class, a note address to the following: AGENCY: City of Cupertino 10300 Torre Avenue _ Cupertino, CA 95014 CONTRACTOR: Datacom Systems Corporation 777 North First Street San Jose, CA 95112 WHEREFORE, the parties hereto have entered into this agreement as of the day and year hereinabove written. CONTRACTOR e B y---. Jill Nic son. Director, West Coast Operations. AGENCY By APPROVED AS TO FOR or, y of Cupert City Attorney 15 ATTEST:: City Clerk C/4 AGREEMENT FORPROCESSINGDELINQUENT PARKING CITATIONS 19 IN2 AGREEMENT, DATED June 7 , 1982, BETWEEN DATACOM SYSTEMS CORPORA- TION, A New York Corporation, with offices at 777 North First Street, San Jose, California, ("DATACOM") and City of Cupertino the (the "CITY"). - ----------------' The parties intend by this agreement to provide for the processing of certain delinquent fines, bail and forfeiture thereof, in connection with the issuance of citations for illegal parking pursuant to the law of the State of California and local ordinances within the County of Santa Clara. Datacom is processing current citations for the City under another agreement (the "current contract"). Article I - Processing 1.1 Referral. Datacom shall process all delinquent and other cit- ations which the City assigns to it as set forth in this agreement. De- linquent citations shall mean all citations which ..have been processed in accordance with the current contract and which remain unpaid 180 days after the issue date, including the following: a. Citations for which the Department of Motor 7ehicles ("DMV") has not provided registered owner information be- cause of a transfer on file and three requests for that information have been made. b. Citations for which DMV has dropped the registration hold because of a transfer of ownership or non -renewal regis- tration. C. Citations written on vehicles for which a manual request of the registered owner is required or the payment of a fee to DMV for R/O information. This would not include license plates for which the City could obtain the registered owner information free of charge. d. Citations with license plates from a foreign jurisdic- tion. e. Any other citations which the City deems advisable to refer to Datacom under this contract. 1.2 Reconciliation. Datacom shall provide a printed list of all tickets transferred from the current standard contract to this delin- quent parking citation contract. This list shall indicate the reason for making the transfer. In addition, these citations will be specially coded to indicate they have been transferred from the standard contract to this special contract and will appear in the quarterly archive report immediately following their removal. 1.3 Collection and Deposit of Funds. Datacom shall collect and deposit all monies received for the payment of delinquent parking cita- tion fines and fees in a separate trust account with a local financial institution. Datacom will receive payments from vehicle owners through the mails and in person. 1.4 Disbursement of Funds. Datacom shall disburse monthly, all monies on deposit net of Datacom fees as provided for in Section 1.1 from the payment of delinquent parking citation fines and fees to the City. Disbursement shall be made on or before the 15th of each month beginning the month following the date of this agreement. f 1.5 Identification of Registered Vehicle Owners. Datacom shall exert best efforts and attempt to match the name and address of the registered vehicle owner for which a parking citation has been issued but payment has not been received within the required time period. Datacom shall follow all procedures specified by the Department of Motor Vehicles, and be consistent with the California Vehicle Code when identi fying registered vehicle owners. 1.6 Verification of Ownership. Datacom shall ensure that adequate identification of registered vehicle owners and verification procedures are utilized which take into consideration, at the very least, the following factors: Issuance of new license plates, address changes, li- cense plate transfers to other vehicles, name changes and the validitv of plates and registration during specific time periods applicable to individual cases. 1.7 Delinquency Notices. Datacom shall generate and mail first- class at least one delinquency notice to all identified registered owners of vehicles, including out-of-state owners, who fail to pay their parking citation fines or to post bail in the required manner. The mailed notice will include all information required by the California Vehicle Code, including but not limited to the following: �_. The parking citation issuance date and number; 2. The consequences of non-payment (issuance of a possible warrant for their arrest); and 3. The amount of fines and fees due and payable. The delin- quency notice form must comply with the requirements of State Law. 1.8 Contested Citations. In the event a registered vehicle owner disputes the liability for the outstanding parking citation, Datacom shall advise the registered vehicle owner of his/her right to request a court appearance. .00 1.9 Citations Disposed of by Court. Datacom may be required, as a result of court action, to reduce or cancel, on an individual basis, parking citations which have been referred to it. Datacom shall main- tain records indicating any reduction or cancellations of parking cita- tions as a result of court action. - 1.10 Suspension of Processing. Datacom shall suspend processing any citation referred to it for processing upon written notice to do so by the City. Datacom will return any citation requested to City. Datacom shall maintain records indicating any suspension of a citation as a result of City's request. Article II - General 2.1 Public Inquiries. For phone calls and correspondence, Datacom will process matters of a non -judicial nature; matters of a judicial nature will be referred to the City for determination. For scheduled court hearings, Datacom will coordinate the necessary information with the court. The ability to deal with Spanish-speaking individuals will be pro- vided by Datacom. 2.2 Datacom Limitations. Datacom may not do any of the following without City's prior approval, in writing: a) Take any legal action; b) Threaten any legal action; or .rw c) Make any communication, oral, or written, regarding po- tential legal action. 2.3 Use of Approved Forms. All forms, delinquency notices, and correspondence sent by Datacom must conform to State and local law and be approved by the City. 2.4 Books and Records. Datacom shall maintain separate books and records within the County of Santa Clara for parking citations issued within the City's jurisdiction and referred to Datacom for processing. Such books and records shall be available for inspection and audit by the City at all reasonable times without prior written notice to Datacom. 2.5 Datacom Files. Datacom shall maintain files on each parking citation referred to it for processing under this agreement. Such files will contain records of payments, collection efforts, disposition, and any other pertinent information required to provide an audit trail. 2.5 Offices of Datacom. Datacom shall establish and maintain throughout the period of this agreement and any extensions thereof, an office within the County of Santa Clara, for the processing of parking citations, the maintenance of telephones and the receipt of mail or order correspondence or inquiries relating to citations referred to Datacom under this agreement. 2.7 City Property. Citations, files, books, records and other documents generated by Datacom in the performance of this agreement shall be deemed property of the City. Article III - Contract Price 3.1 Basis for Fee Structure. Datacom shall retain 40% of all pay- ments received for citations assigned to Datacom. Invalid checks or checks drawn against insufficient funds will be adjusted with a reversal of any fees charged by Datacom. 3.2 Maximum Charges. The fee charged by Datacom represents the maximum cost to the City in the absence of any other written agreement. ow Article IV - Reports 4.1 Monthly Reports. Beginning the month following the date of this agreement, and on or before the 15th of each month thereafter, Datacom shall submit to the City monthly records of its activities relating to performance under this agreement including but not limited to the following: 1. Report of citations paid - same report format as the cash distribution report the City now receives. 2. Report of all citations transferred to this contract dur- ing the month. Each citation listed with reason for transfer. Article V - Terms of Contract and Additional Service 5.1 Term and Renewals. The term of this agreement shall become effective upon signing by both parties. The term of this agreement shall be one (1) year from the effective date of this agreement with an automatic renewal for one (1) additional one-year period. If Datacom has commenced collection efforts on any citations prior to the end of the term of this agreement, Datacom shall be allowed to continue such efforts for a period of time not to exceed one (1) year after the end of the term of this agreement. Datacom shall, upon request, provide a list of such citations and shall document its on -going collection effort. 5.2 Cancellation. In the event of material breach of this agree- ment by Datacom as determined by City, City may cancel or terminate this agreement upon thirty (30) days written notice to Datacom. All cita- tions, files, reports, information, data, and monies relating to such citations shall be returned to City within said time. Article VI - Confidentiality 6.1 Materials Confidential. All reports, information, data, files and tapes furnished or prepared by Datacom, its subcontractors, succes- sors or assigns (to the exte t hereinafter allowed) for the purpose of transmittal to City pursuant to this agreement are confidential. Article VII - Claims and Actions 7.1 Reasonable Assistance of Datacom. In the event any claim or action is brought against City relating to Datacom's performance or ser- vices rendered under this agreement, Datacom shall render any reasonable assistance and cooperation which City might require. 7.2 City Cooperation. In the event any claim or action is brought against Datacom relating to Datacom's performance of services rendered under this agreement, Datacom shall notify the City, in writing, within five (5) days, of said claim or action. 7.3 Indemnification. Datacom agrees to indemnify and hold City harmless against any and all liability, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of acts of the agents, servants, employees, successors, sub- contractors, or assigns (to the extent hereinafter allowed) of Datacom during the term of this agreement. Conversely, City agrees to indemnify and hold Datacom harmless against any and all liabilities, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of the acts of the agents, servants, or em- ployees of City. 7.4 Bonds and Insurance. Datacom agrees to furnish the following bonds and insurance policies prior to the commencement of work under this agreement and agrees to maintain them throughout the term of this contract and renewals thereof: a) A comprehensive all-risk policy and/or bond covering any and all personal property of the City, including but not limited to cash, checks and money orders against the loss, damage or destruction from any cause, including but not limited to embezzlement, forgery, larceny, or robbery while such property is in the custody or control of Datacom or any of its subcontractors, agents, employees or assigns (to the extent hereinafter allowed). Lia- bility under leis policy shall be limited to $200,000. b) A public liability policy covering the collection activi- ties of Datacom and its directors, officers, partners, employees, and agents, for personal injury and property damage, in the upper limits of $250,000 per individual and $500,000 per occurrence. c) Workers' Compensation and Employers Liability. Datacom shall obtain and keep in full force and effect compensa- tion and liability insurance necessary in connection with the performance of this agreement to protect itself and its employees under Workers' Compensation Insurance Safety Act. Such insurance shall relieve City from all responsibility therefore. d) With respect to the policies of insurance and/or bonds required of Datacom under subparagraphs (a), (b) and (c) hereof, Datacom shall supply City with a suitable state- ment certifying to the appropriate protection and defining the terms of the applicable policy and/or bond issued within thirty (30) days of the execution of this agreement. Article VIII - Subcontractors and Assiqnments 8.1 Subcontracting. Datacom is authorized to engage subcon- tractors at Datacom's own expense. 8.2 Assignments. This contract may not be assigned without the prior written consent of the City. Article IX - Independent Contractor 9.1 Datacom's Relationship. Datacom's relationship to City in the performance of this agreement is that of an independent contractor. Personnel performing services under this agreement shall at all times be under Datacom's exclusive direction and control and shall be employees of Datacom and not employees of the City. Dataccgm shall pay all wages and salaries and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, un- employment compensation, workers' compensation and similar matters. Neither Datacom nor any agent or employee of Datacom shall obtain any right to retirement benefits or other benefits which accrue to employees of City and Datacom hereby expressly waives any claim it might have to such rights. Article X - Entire Agreement 10.1 Integrated Agreement. This contract is intended by the par- ties as a final expression of their agreement and also as a complete and exclusive statement of the terms thereof. This agreement may not be modified or terminated orally and no modification or any claim or waiver of any of the provisions shall be effective unless in writing and signed by both parties. 10.2 Law Applicable. Datacom agrees to comply with all laws within the State of California governing the conduct of business including but not limited to laws pertaining to licenses, taxes, corporate regulation and collection practices. 10.3. Notices to Parties. Any notice required under this agreement to be given to either party may be given by depositing in the United States mail, postage prepaid, first class, a notice addressed to the following: CITY: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 DATACOM: Datacom Systems Corporation 777 North First Street San Jose, California 95112 13 In witness whereof, the parties hereto have executed this agreement on the dates written below. DATED: June 7. 1982 DATED: June 8. 1982 DATED: June 8. 1982 CITY OF CUPERTINO BY: City Manager DATECOM SYSTEMS CORPORATION BY: Vice President In witness whereof, the parties hereto have executed this agreement on the dates written below. DATED: June 7� 1982 DATED: -'J� CITY OF Cupertino BY : City Manager DATACOM SYSTEMS CORPORATION BY: TITLE: RESOLUTION NO. 5503 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF AGREEMENT FOR PROCESSING OF PARKING CITATIONS ` WHEREAS, the City Council of the City of Cupertino has approved in concept an agreement for processing parking citations; and WHEREAS, such an agreement has been approved as to form by the City Attorney and then submitted to the City Council; and WHEREAS, the City Council approves said agreement; NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Cupertino hereby authorizes the Mayor and the City Clerk to execute said agreement on behalf of the City of Cupertino. PASSED AND ADOPTED at the regular City Council meeting of the City Council of the City of Cupertino this Is day.of`ybecemhPr -; 1980 by the following vote• VOTE: COUNCIL MEMBER: AYES: — Gatto, Johnson, Plungy, Sparks NOES: None ABSTAIN: None ABSENT: Rogers APPROVED: /s/ Reed Sparks Mayor, City of Cupertino ATTEST: Pro Tempore /s/ Dorothy Cornelius City Clerk THIS I5 TO CERTIFY THAT TLJF. WITHIN INSTRUMENT iS A TRUE AND CORRECT COPY OF THE ORIGINALFILE IN THIS OFFICE. ATTEST / -e191)� CITY CLERK 0 HE CITY OF CUP-E-5PNC3 AGREEMENT FOR PROCESSING PARKING CITATIONS THIS AGREEMENT IS MADE BY AND BETWEEN DATACOM,SYSTEMS CORPORATION, hereinafter referred to as "Contractor," and city of Cupertino referred to as "Agency," and entered into this 1st day of hereinafter December , 1980. The parties intend by this agreement to provide for the processing of fines, bail and forfeiture thereof, in connection with the issuance of citations for illegal parking pursuant to the laws of the State of California and ordinances of the ARTICLE I - Processing 1.1 Referral and Reconciliation. Contractor shall receive and process parking citations which Agency delivers to it. Contractor will provide a daily reconciliation of the number of citations delivered by Agency. 1.2 Determination of Processable Citations. Contractor shall screen the parking citations referred to it by Agency to determine if the citation is processable. If the citation is determined by Contractor to be unprocessable (e.g., blank license -number), Contractor shall return the citation to Agency within seven (7) days for clarification., Contractor will be paid the contractual rate hereinafter provided, for citations returned to the Agency as unprocessable. 1.3 Collection and Deposit of Funds. Contractor shall collect and deposit all monies received for the payment of parking citation fines and fees in a trust account with a local financial institution. Contractor will receive payments from vehicle owners through the mails and from agencies forwarding payments collected by them from registered owners. 1.4 Contractor shall disburse monthly, all monies on deposit from the payment -1- of parking citation fines and fees to the Agency, including any interest income earned by monies on deposit due Agency. Disbursement shall be made on or before the 15th of each month beginning the month following the date of this agreement. 1.5 Identification of Registered Vehicle Owners. Contractor shall exert best efforts and attempt to obtain the name and address of the registered vehicle owner from the California State Department of Motor Vehicles for each vehicle for which a parking citation has been issued but payment has not been received within the required time period. Contractor shall follow all procedures specified by the Department of Motor Vehicles, and be consistent with the California Vehicle Code when identifying registered vehicle owners. 1.6 Verification of Ownership. Contractor shall insure that adequate identifi- cation of registered vehicle owners and verification procedures are utilized which take into consideration, at the very least, the following factors: Issuance of new license plates, address changes, license plate transfers to other vehicles, name changes, and the validity of plates and registration during specific time periods applicable to individual cases. 1.7 Delinquency Notices. Contractor shall generate and mail (presorted, first- class postage, and within a reasonable period of time) delinquency notices to all identified registered owners of vehicles who fail to pay their parking citation fines or to post bail in the required manner. The period of time will not exceed the time limits provided by State and local law. The mailed notice will include all information required by the California Vehicle Code, including but not limited to the following: 1. The parking citation issuance date and number; 2. The consequences of nonpayment (a hold on the vehicle registration and the imposition of penalties); and 3. The amount of fines and fees due and payable. The delinquency notice form must comply with the requirements of State law. 0 -2- 1.8 Registration Holds. The Contractor will provide the system and procedures and will interface with the Department of Motor Vehicles to place a hold on vehicle registrations having unpaid parking fines and fees due against those vehicles in accordance with the California Vehicle Code and other applicable State and local laws. The holds will be placed within a reasonable period of time after the issuance of a delinquency notice. The period of time will not exceed the time limits provided by State law. 1.9 Removal of Registration Holds. Contractor will provide the system and pro- cedures and will interface with the Department of Motor Vehicles to remove registration holds when a registered vehicle owner satisfies the entire amount of parking citation fines, penalties, and fees due against the vehicle and establishes such payment to the satisfaction of Contractor. 1.10 Contested Citations. In the event a registered vehicle owner disputes the liability for the outstanding parking citation, Contractor shall advise the registered vehicle owner of his/her right to request a court appearance. The Contractor will coordinate a court appearance for the registered vehicle owner to the court. Santa s. , Clara County Municipal Court will establish this process with the Contractor. 1.11 Citations Disposed of by Court. The Contractor may be required, as a result of court action, to reduce or cancel, on an individual basis, parking citations which have been referred to it. Contractor shall be paid the contractual rate hereinafter provided for processing the citation regardless of the outcome of court action. Contractor shall maintain racords indicating any reduction or cancellations of parking citations as a result of court action. 1.12 Suspension of Processing. Contractor shall suspend processing any citation referred to it for processing upon written notice to do so by the Agency. Contractor will return any citation requested to Agency. Contractor shall maintain records indicating any suspension of a citation as a result of Agency's request. -3- Contractor shall be paid the contractual rate hereinafter provided for processing the citations suspended by the Agency. ARTICLE II - General 2.1 Public inquiries. For phone calls and correspondence, the contractor will process matters of a nonjudicial nature; matters of a judicial nature will be referred to the appropriate agency for determination. For scheduled court hearings, the Contractor will coordinate the necessary information with the court. The ability to deal with Spanish-speaking individuals will be provided by the Contractor. 2.2 Contractor Limitations. Contractor may not do any of the following without Agency's prior approval, in writing: a) Take any legal action; b) Threaten any legal action; or c) Make any communication, oral or written, regarding potential legal action. 2.3 Use of Approved Forms. All forms, delinquency notices, and correspondence sent by the Contractor must conform to State and local law. 2.4 Books and Records. Contractor shall maintain separate books and records within the County of Santa Clara for parking citations issued within the Agency's jurisdiction and referred to Contractor for processing. Such books and records shall be available for inspection and audit by Agency at all reasonable times without prior notice to Contractor. 2.5 Contractor Files. Contractor shall maintain files on each parking citation referred to it for processing under this agreement. Such files will contain records of payments, collection efforts, disposition, and any other pertinent information required to provide an audit trail. -4- 2.6 Offices of Contractor. Contractor shall establish and maintain throughout the period of this agreement and any extensions thereof, an office within the County of Santa Clara, for the processing of parking citations, the maintenance of telephones, and the receipt of mail or other correspondence or inquiries relating to citations referred to Contractor under this agreement. 2.7 Citations, files, books, records, and other documents generated by Contractor in the performance of this agreement shall be deemed property of the Agency. ARTICLE III - Advisory Committee 3.1 Formation of Committee. An Advisory Committee shall be formed to work with the Contractor on the operation of the parking citation program. 3.2 Advisory Committee Membership. The Advisory Committee will consist of one representative from each Agency. Participation will be optional on the part of each Agency. 3.3 Contractor's Role. Contractor shall serve as a -member of the Advisory Committee. 3.4 Duties of the Advisory Committee. The duty of the Advisory Committee shall -be to recommend policy to the Agencies on the operation of the parking citation pro- gram within the County of Santa Clara. ARTICLE IV - Contract Price 4.1 Basis for Fee Structure. The fee structure hereinafter provided shall be based on the combined parking citation volume of all agencies within the County of Santa Clara who have contracted with the Contractor for the processing of parking citations. 4.2 Basis of Fee Computation. The fee due and payable to Contractor will be -5- computed on a per parking citation basis. Each parking citation assigned to Contractor for processing shall be utilized in computing the base for the total fee. Once the initial fee has been charged by parking citation, no additional costs can be charged by Contractor to pursue collection except as defined in Article IV, Section 4.4, and Article VI, Section 6.3, of this agreement. 4.3 Rate. The fee for the first year of the agreement is one dollar and thirty-five cents ($1.35) per parking citation based on a minimum combined volume of 150,000 parking citations per year for all agencies contracting with Contractor within the County of Santa Clara. The fee for the second and third year agreements (provided that the contract is renewed in accordance with the provisions hereinafter set forth) would be computed as follows: Year Two: $1.35 plus a cost -of -living adjustment as hereinafter defined, not to exceed a maximum rate of $1.50 per citation. The cost of living adjustment shall be computed as the percentage increase in the annual average Consumer Price Index for All Urban Consumers (1967 = 100) for the San Francisco Bay Area as published for year -ending June 30, 1981, as compared to year -ending June 30, 1980. Year Three: The second year rate per citation (exclusive of any postal rate increases) plus a cost -of -living price adjustment based on the percentage increase in the Consumer Price Index for the year -ending June 30, 1982, as compared to the year -ending June 30, 1981, not to exceed a maximum rate of $1.65 per citation. The fees for years two and three are based on a minimum combined citation volume of 150,000 citations per year. 4.4 Postal Rate Increases. Postal rate increases for presorted first-class mail during the period of this agreement will automatically increase the per citation processing fee as hereinafter set forth. The increase will be effective on the date that the postal rate increase takes place. The amount of the per citation processing fee increase will be calculated as follows: The Contractor will maintain adequate records to document the Contractor's actual increase in postage costs associated with the mailing of delinquency notices for unpaid citations and for other mailings related M to the processing of correspondence, etc., concerning any citations. These actual costs will be distributed over the total number of citations received during the remainder of the contract period for which the increased fee is in force in order to compute a per citation increase. This increase will be added to the per citation fee. The Contractor is hereby authorized to estimate the per citation increase (not to exceed the actual increase) and include it in his billings for citations received after the postal rate increase is effective. Contractor's billing for the last month of the contract term shall show the actual increased costs and adjust the per citation fee and resulting amount due from (or to) the Agency to reflect actual increased costs over the entire period during which the increased fee was in force. 4.5 Billings and Fee Analysis. Contractor shall bill the Agency once a month. A fee analysis which accurately reflects the fees earned during the month will be included with the bill. Not later than ten (10) business days after the bill and fee analysis have been received, Agency shall either approve or reject the bill and fee analysis. If these documents are rejected by Agency, Contractor will be notified and problems shall be resolved. Once resolved, Agency's controller (or designee) will request a warrant in the amount agreed upon, made payable to the Contractor. Delivery of the warrant will be arranged at the convenience of Contractor. In the event that such disputes are not resolved within three (3) business days after the bill and fee analysis have been rejected, Agency shall issue payment for those amounts shown which are not disputed. In the event that the aggregate citation volume of all contracting agencies within Santa Clara County drops below 150,000 citations for a contract year, the Contractor shall prepare an annual billing recalculating the fees due Contractor, at the rate of one dollar and eighty-five cents ($1.85) per parking citation. 4.6 Maximum Charges. The per citation fee charged to Agency hereunder repre- sents the maximum cost to be charged to Agency in the absence of any other written agreement. -7- ARTICLE V - Reports 5.1 Monthly Reports. Beginning the month following the date of this agreement, and on or before the 15th of each month thereafter, Contractor shall submit to Agency monthly reports of its activities relating to performance under this agreement, including but not limited to a summary of collections, parking citations processed (including statistics by issuing agency and type of violation), delinquent citation notices sent, and delinquent notices paid, vehicle registration holds placed with the Department of Motor Vehicles. ARTICLE VI - Term of Contract and Additional Service 6.1 Term and Renewals. The term of this agreement shall be for the period commencing September 15, 1980, and ending September 14, 1981 and, if no notice of change or termina- tion is given by the Agency, th.e agreement shall be automatically renewed for two additional one-year periods, on the same terms and conditions provided herein. 6.2 Cancellation. In the event of material breach of this agreement by Contractor as determined by Agency, Agency may cancel or terminate this agreement upon thirty (30) days written notice to Contractor. All citations, files, reports, information, data, and monies relating to such citations shall be returned to Agency within said time. 6.3 Additional Service. Any contracting Agency shall be free to negotiate a different agreement with the Contractor for any specialized service which does not fall within the standardized policy of this agreement. Additional service agree- ments shall not decrease the aggregate citation volume of all contracting agencies under this agreement. ARTICLE VII - Confidentiali 7.1 Materials Confidential. All reports, information, data, files, and tapes we furnished or prepared by the Contractor, its subcontractors, successors or assigns (to the extent hereinafter allowed) for the purpose of transmittal to Agency pursuant to this agreement are confidential. 7.2 Consent Required for Disclosure. No report, information, data, files or tapes furnished or prepared by Contractor or its subcontractors, successors or agents, shall be made available to any individual or organization without the prior written approval of Agency other than individuals or organizations who are reasonably necessary to properly effectuate the terms and conditions of this agreement. ARTICLE VIII - Claims and Actions 8.1 Reasonable Assistance of Contractor. In the event any claim or action is brought against Agency relating to Contractor's performance or services rendered under this agreement, Contractor shall render any reasonable assistance and cooperation which Agency might require. 8.2 Agency Cooperation. In the event any claim or action is brought against Contractor relating to Contractor's performance of services rendered under this agreement, Contractor shall notify the Agency, in writing, within five (5) days, of said claim or action. 8.3 Indemnification. Contractor agrees to indemnify and hold Agency harmless against any and all liability, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of acts of the agents, servants, employees, successors, or assigns (to the extent hereinafter allowed) of Contractor during the term of this agreement. Conversely, Agency agrees to indemnify and hold Contractor harmless against any and all liabilities, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of the acts of the agents, servants, or employees of Agency. 8.4 Bonds and Insurance. Contractor agrees to furnish the following bonds and insurance policies prior to the commencement of work under this agreement and agrees to maintain them throughout the term of this contract and any renewals thereof: a) A comprehensive all-risk policy and/or bond naming all of the agencies within the County of Santa Clara who have contracted with the Contractor as an insured or real party in interest covering any and all personal property of the Agency, including but not limited to cash, checks, and money orders against the loss, damage or destruction from any cause, including but not limited to embezzlement, forgery, larceny, or robbery while such property is in the custody or control of the Contractor or any of its subcontractors, agents, employees, or assigns (to the extent hereinafter allowed). Liability under this policy shall be limited to $200,000. b) A public liability policy naming all of the agencies within the County of Santa Clara who have contracted with the Contractor as an insured, and as a real party in interest covering the collection activities of the Contractor and its directors, officers, partners, employees, and agents, for personal injury, property damage, defamation, invasion of privacy, negligent and intentional infliction of emotional distress, and violation of civil rights in the upper limits of $250,000 per individual and $500,000 per occurrence. c) Workers' Compensation and Employers Liability. Contractor shall obtain and keep in full force and effect compensation and liability insurance necessary in connection with the performance of this agreement to protect itself and its employees under the Workers' Compensation Insurance and Safety Act. Such insurance shall relieve Agency from all responsibility therefor. d) With respect to the policies of insurance and/or bonds required of Contractor under subparagraphs (a), (b), and (c) hereof, Contractor shall supply Agency with a suitable statement certifying to the appropriate pro- tection and defining the terms of the applicable policy anal/or bond issued -10- within thirty (30) days of the execution of this agreement. ARTICLE IX - Subcontractors and Assignments 9.1 Subcontracting. Contractor is authorized to engage subcontractors within the State of California at Contractor's own expense. 9.2 Assignments. This contract may not be assigned without the prior written consent of the Agency. ARTICLE X - Independent Contractor 10.1 Contractor's Relationship. Contractor's relationship to Agency in the performance of this agreement is that of an independent contractor: Personnel performing services under this agreement shall at all times be under Contractor's exclusive direction and control and shall be employees of Contractor and not employees of the Agency. Contractor shall pay all wages and salaries and shall be responsible for all reports and obligations respecting them relating to social security, it income tax withholding, unemployment compensation, workers' compensation, and similar �. matters. Neither Contractor nor any agent or employee of Contractor shall obtain any right to retirement benefits or other benefits which accrue to employees of Agency, and Contractor hereby expressly waives any claim it might have to such rights. ARTICLE XI - Entire Agreement 11.1 Integrated Agreement. This contract is intended by the parties as a final expression of their agreement and also as a complete and exclusive statement of the terms thereof, in a prior oral or written agreement regarding the same subject matter notwithstanding. This agreement may not be modified or terminated orally, and no modification or any claim of waiver of any of the provisions shall be effective unless in writing and signed by both parties. 11.2 Law Applicable. Contractor agrees to comply with all laws within the State of California governing the conduct of business, including but not limited to laws pertaining to licenses, taxes, corporate regulation, and collection practices. 11.3 Notices to Parties. Any notice required under this agreement to be given to either party may be given by depositing in the United States mail, postage prepaid, first-class, a notice addressed to the following: Datacom Systems Corporation 777 North First Street San Jose, CA 95112 WHEREFORE, the parties hereto have entered -into this agreement as of the day and year first hereinabove written. APPROV AS TO FOP — City Atto, e ATTEST: City Cl r k CONTRACTOR AGENCY ayor, City of Cupert .ra sX m� r'rKIL, V 10300 Torre Avenue Cupertino, California95014 Telephone: (408) 252-4505 DEPARTMENT OF THE CITY CLERK December 15, 1980 Mr. Harry Vaccola, Vice President Datacom Systems Corporation 777 North First Street San Jose, CA 95112 PARKING CITATIONS AGREEMENT Dear Mr. Vaccola: P.O. Box 580 Cupertino, California 95015 We are enclosing to you three (3) copies of the Agreement by and between Datacom Systems, which have been fully executed by City of Cupertino Officials along with three (3) copies of Resolution No. 5503, which was enacted by the City Council of the City of Cupertino at their regular meeting of December 1, 1980. We would appreciate it if you would sign all three copies of the Agreement, and return two (2) copies to the City of Cupertino, keeping one (1) for your files. If you have any questions please call the Office of the City Clerk, 252-4505. Your prompt attention in this matter would be appreciated. Sincerely,' r DOROTHY CORNA S CITY CLERK CITY OF CUPERTINO DC/so encl. d State of California governing the conduct of business, including b t of limited to laws pertaining to licenses, taxes, corporate regulation, and collection practices. 11.3 Notices to Parties. Any notice required under this agreement to be given to either party may be given by depositing in the United States mail, postage prepaid, first-class, a notice addressed to the following: Datacom Systems Corporation 777 North First Street San Jose, CA 95112 WHEREFORE, the parties hereto have entered into this agreement as of the day and year first hereinabove written. APPROVED AS 0 FO City t torqdy ATTEST: City Clerk CONTRACTOR AGENCY 7 14.1 Mayor, City of Cupert'