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86-159 - Parking Citation Agreement - Vertical Mgmt, Computil Corp., Data Ticket Reso 8924RESOLUTION NO. 6946 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPHF=0 AUTHORIZING EXECUTION OF CONTRACT WITH VERTICAL MANAGE- MENT SYSTEMS FOR PAR1<11n VIOLATION COLLECTIONS MMREA.S, an agreement between the City of Cupertino and Vertical Management Systems outlining the terms and conditions for the processing of parking violations, has been presented to the City Council; and said agreement having been approved by the City Manager and the City Attorney; NOW, TBEREF1ORE, BE IT RESOLVED, that the Mayor and the City Clerk are hereby authorized to execute the agreement herein referred to in behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this Znd day of September, 1986 by the following vote: Vote Members of the City Council AYES: Gatto, Johnson, Plungy, Sparks, Rogers NOES: None ABSENT: None ABSTAIN: None _Is/ Barbara A. Rogers Mayor, City of Cupertino A=-L T: /s/ Roberta A. Wolfe 11enuty City Clerk AGREEMENT FOR PROCESSING PARKING CITATIONS 01?IGIIV44 This Agreement is made and entered into, in duplicate originals, between "VERTICAL MANAGEMENT SYSTEMS", hereinafter referred to as Contractor, a California Corporation, 18700 Beach Boulevard, Suite 110, Huntington Beach, California 92648 and the "CITY OF CUPERTINO", hereinafter referred to as "AGENCY", and entered into this 2nd day ofSeptembe-V986. 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 Contractor shall pick up and process within three (3) days of receipt from AGENCY. 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 an account maintained by Contractor. Contractor will receive payments from vehicle owners through the mails and in person, and from issuing agencies forwarding payments collected by then 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 Parking Advisory Committee, 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. Disbursement shall be made within the first fifteen (15) working days of each month. -1- 1.5 Identification of Registered Vehicle Owners. Contractor shall make up to ten requests to obtain the name and address of the registered vehicle owner from the California State Department of Motor Vehicles. Two attempts shall be made from the appropriate out-ot-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.b 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./ Delinquency Notices. Contractor shall generate and mail (presorted, first-class postage) within forty-five (45) days, a delinquency notice to all identified registered owners of vehicles who fail to pay their parking citation tines 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: a. 'lhe parking citation issuance date and number; b. The consequences of nonpayment (i.e., a hold on the vehicle registration and the imposition of penalties, towing, or issuance of a possible warrant for their arrest; and C. 1he amount of fines and fees due and payable. 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 registration having unpaid parking fines and fees due against those vehicles in accordance with the California Vehicle Code and any other applicable State and local laws. The holds will be placed within seventy-five (75) days of the issuance of the citation or thirty (30) days 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. -2- The ability to deal with Spanish-speaking individuals will be provided by the Contractor. 'lhe 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 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 County. 2.4 Books and Records. Contractor shall maintain separate books or records within the County of Santa Clara for parking citations issued within the AGENCY'S jurisdiction and referred to Contractor for processing. Such books o17 records; ai-d computer processing methods and procedures shall be available for inspection and audit by AGENCY at all reasonable times with prior notice to Contractor. 2.5 Property of Contractor. a. The parties hereto agree that Contractor is the owner of and shall remain the owner of all of its concepts, approaches, trade secrets, computer programs, experience, written procedures, forms, magnetic tapes, punch cards, and similar computer materials. b. 'Trade secrets shall be defined by agreement between the parties hereto include without limitation, computer software and ideas included therein. C. During the term of this Agreement and the relationship of the parties, contractor may develop new and additional programs, and methods of handling and processing the data which is the subject of this Agreement which programs and methods are agreed to be the property of Contractor. -4- 2.6 Property of AGENCY. All documents, records, tapes, information supplied by AGENCY to Contractor or generated by Contractor in performance of this contract is agreed to be and to remain the sole property of AGENCY and Contractor agrees to return the physical evidence of same supplied by customer to AGENCY no later than torty-five (45) days following notice to the Contractor. Within such period, the AGENCY may make arrangements with Contractor for the transmission of such data to the AGENCY upon payment to Contractor of the cost of such tape from Contractor's computer facilities to AGENC'Y's designated point of delivery. If termination of this document is by Contractor, Contractor will waive all costs set out in this paragraph. 2.7 Contractor riles. Contractor shall maintain master files on each parking citation referred to it for processing under this agreement. Such files will contain records of payments, collection etforts, dispositions, and any other pertinent information required to provide a reasonable audit trail.. 2.8 Offices of Contractor. Contractor shall establish and maintain throughout the period of this agreement and any extensions thereof, an oftice 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 tratfic shall be available to the public. 2.9 Storage for AGENCY. a. Contractor agrees to store citation hard copy until termination of the contract and have available on system or magnetic tape data for AGENCY's parking citations for no less than a three year period and provide AGENCY retrieval of same during such period. AGENCY relieves Contractor of all liability costs associated with storage or retrieval of data released by AGENCY to any other person or entity using such data. b. Subsequent to the termination of the contract, Contractor will return hard copy to the AGENCY. It requested, a magnetic tape of its processed data will be provided for a fee of Seventy -Five Dollars ($/5.00). AREICLE III - Contract Price 3.1 Basis for Fee Structure. The fee structure hereinafter provided shall be based on the combined parking citation volume of all agencies within the County of Santa Clara who have contracted with the Contractor for the processing of parking citations. -5- 3.2 Basis of Pee Computation. The fee due and payable to Contractor will be computed on a per parking citation basis and will be based on the issuance date of the citation. Each parking citation assigned to Contractor for processing shall be utilized in computing the base for the total fee. Once the initial fee has been charged by parking citation, no additional costs can be charged by Contractor to pursue collection except as defined in Article II, Section 2.9b, Article III, Section J.4 and 3.5 and Article V, Section 5.3, of this agreement. 3.3 Rate. The tee for the term of this agreement is eighty-eight cents ($.88) per parking citation based on a minimum volume of 200,000 parking citations per year for all agencies contracting with the Contractor within the County of Santa Clara. 3.4 Postal Rate Increases. The Contractor will maintain auditable 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. Contractor will be reimbursed for postal rate increases for presorted first-class mail after September 15, 1986, on a per piece mailed basis. The increase will be effective on the date that the postal rate increase takes place. 3.5 Other Fees. Contractor shall retain thirty-five percent (35%) of payments from delinquent citations which have been processed in accordance with the current agreements, which remain unpaid for 40 days atter the issue date, and meeting the following criteria: a. Citations for which the California State Department of Motor Vehicles has not provided registered owner information of and at least ten requests for that information have been made. b. Citations for which the California State Department of Motor Vehicles has dropped the registration hold because of a transfer of ownership of non -renewal registration. C. Citations written on vehicles for which a manual request of the registered owner or the payment of a fee to a Department of Motor Vehicles for registered owner information is required. This would not include license plates for which the AGENCY or Contractor could obtain the registered owner information free of charge. d. Citations with out-of-state license plates. e. Any other citations which the AGENCY so designates and refers to Contractor under this agreement. 3.6 in the event that technological advances, e.g. automated ticket writer, reduce Contractor's processing costs, Contractor agrees to pass any cost savings on to AGENCY. -6- 3.7 Billings and Fee Analysis. Contractor shall submit a statement and revenue to the AGENCY once a month. A fee analysis which accurately retlects the fees earned during the month will be included with the statement. Not later than fifteen (15) business days after the bill and fee analysis have I-x,-en received, Agency shall either approve or reject the statement and fee analysis. if these documents are rejected by AGENCY, Contractor will be notitiec] and problems shall be resolved. In the event that the aggregate citation voluue of all contracting agencies within Santa Clara County drops below 200,000 citations for a contract year, the Contractor shall prepare an annual billing recalculating the tees due Contractor, at the rate of eighty-nine cents (�.69) per parking citation. 3.8 On -Line 'Terminal inquiry. Contractor will provide within the basic cost per citation a maximum of six (6) on-line terminals for use of issuing agencies that are within Santa Clara County and processing with Contractor. Contractor will provide 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. Additionally, each agency may individually purchase, rent, or lease such equipment for its own use, should it so desire. 3.9 Maximum Charges. The per citation fee charged to AGENCY hereunder represents the maximum cost (as defined in Article III, section 3.1) to be charged to AGENCY in the absence of any other written agreement. ARTICLE IV - Reports 4.1 Periodic Reports. Contractor shall submit reports to AGkV(,Y within fifteen (15) working days after the end of the month or period. 'lhe 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 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.). 'Plus will also include revenues collected and distributed under Section 3.5 of this agreement and the related reason for collection. 2. Report by Parking Citations Issued for Month A summary report by issuing agency, providing the number of parking citations issued, violation codes and bail imposed. 3. Report of Jail/Court Construction Revenues Collected For Month A summary report of all issuing agencies identifying the agency and the amount of funds collected for jail/court construction. 4. Report of Monthly Activity A balanced summary report by issuing agency providing the 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 DW Holds Dismissals Registered Owner Request Pending Registered Owner Discrepancy Registered Owner Notified Registered Owner Placed on DW Hold Registered Owner Holds Released New Citations Payments in Full 5. Payment Analysis Report (Monthly) 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 UMV hold. b. Habitual Offenders Report (Monthly) A detailed report by issuin agency identifying registered vehicle owners with five (5 or more outstanding parking citations. The latest DW registered owner name and address should be included on the report. /. Ofticer Pertormance Report (Monthly) A detailed report by issuing agency and ofticer 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. 9. Special Reports as Requested or Required 4.2 Microfiche. Contractor will provide all reports on microfiche if AGhN(,Y so desires. ARTICLE V - Term of Contract and Additional Service 5.1 Term and Renewals. The term of this agreement shall be for the period commencing September 15, 1986, and ending September 14, 1987 and, if no notice of change or termination is given by the AGENCY, the agreement shall be automatically renewed for an additional one-year period, on the same terms and conditions provides 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. 5.2 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 AGENC`f after Contractor has fulfilled all their responsibilities relative to the processing of the parking citations. 5.j Additional Service. Any other 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. 5.4 Exclusivity. The parties agree that the consideration to be paid to Contractor is based in part upon Contractor furthering and developing its good will as the exclusive servicer of said services to AGENCY. AGENCY therefore agrees to utilize only the services of Contractor during the term of this Agreement for the processing of the citations referred to above. AGENCY agrees during the tern of the Agreement to not directly or indirectly assist a competitor of Contractor in the performance of the services provided by Contractor under this Agreement, and subsequent to the term of this agreement to not divulge the trade secrets or property of Contractor to any entity other than Contractor. 5.5 Contractor Responsibility at Termination of Agreement. For all parking citation for which Contractor has been paid a fee as described in Section 3.3, the Contractor will perform those functions as provided for in Article I and 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 VI - Confidentiality 6.1 Material Confidential. AGENCY agrees to keep confidential the procedures, approaches, and trade secrets. Contractor agrees to keep confidential the data supplied it by AGENCY except if same is delivered to or released to a third party or parties at the request of AGENCY or as reasonably anticipated in order to supply the herein services to AGENCY, e.g. delivery of information to Department of Motor Vehicles. Contractor shall not be obligated through third parties, or to keep confidential techniques developed solely by Contractor jointly with AGENCY regarding this subject of this Agreement. 6.2 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. ARTIC7 E VII - Claims and Actions 7.1 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. 7.2 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 k5) days, of said claim or action. 7.3 Hold Harmless and Insurance Provisions. Contractor agrees to tarnish 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, 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 tees, expenses and liabilities incurred in any litigation arising out of any obligation of Contractor's part to be performed under this agreement or arising from any negligence of Contractor or Contractor's agents, contractors or employees. b) A<7:NCY agrees to indemnity, defend and hold harmless the Contractor, its ofticers, agents and employees from any loss, injury or damage arising out of or in connection with AGENCY his agents, contractors or employees performance under this agreement, excepting only loss, injury or damage -10- caused solely by acts or anissions of personal Employed by Contractor. AGENCY further agrees to reimburse Contractor for all costs, attorney's fees, expenses and liabilities incurred in any litigation arising out of any negligence of AGENCY or AGENCY agents, contractors or employees. c) 1hroughout the tern 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 occurence. 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 (3U) days advance written notice to the AGENCY. d) 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. e) Throughout the period of this agreement, Contractor at its sole cost shall maintain in full force and effect a Fidelity Bond wh:Cch provides crime coverage including ei4)loyee theft and mysterious disappearance for �100,000. f) Throughout the period of this agreement, Contractor at its sole cost shall maintain in full force and effect to cover all agencies within Santa Clara County doing business with Contractor, a performance bond in the amount of $150,000.00. g) Prior to commencement of this agreement, Contractor shall provide, on a torn approved by AGENCY, a Certificate of Insurance along with copies of required endorsements 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. ARfI(,U V1I1 - Subcontractors and Assignments 8.1 Subcontracting. Contractor is authorized to engage subcontracts within the State of California at Contractor's own expense. 8.1 Assignments. This contract may not be assigned without the prior written consent of the AGENCY. -11- ARTICLE IX - Independent Contractor 9.1 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, worker's compensation, and similar matters. Neither Contractor nor any agent or employee of Contractor shall obtain any right to retirement benefits or other benetits which accrue to employees of AGENCY, and Contractor hereby expressly waives any claim it might have to such rights. ARI'TCLE X - Entire Agreement 10.1 Integrated Agreement. 'Phis 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, any 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 etfective unless in writing and signed by both parties. 10.2 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 corporation regulation, and collection practices. -12- 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, addressed to the following: AGENCY: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 OONTRACEOR: Vertical Management Systems, Inc. 18700 Beach Boulevard, Suite 110 Huntington Beach, C,alitornia 92648 WHEZERAZH, the parties hereto have entered into this agreement as of the day and year hereinabove written. r.- maw3lHaiiT , Name 'fitleN�L AGENCY By City of u ertino Name Aal //�')zi/1' Title Mayor, City Cupertino APPROVED AS TO F A ATTEST: i� City Clerk -13- Date / I Date�� City Manager RESOLUTION NO. 7477 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO RATIFYING COUNCIL AUTHORIZATION TO EXECUTE 'CONSENT TO ASSIG ZMU AND MODIFICATIONS OF AGREEMENT FOR PROCESSING PARKING CITATIONS' BETWEEN AMERICAN PARKING MANAGEMENT CORP., CITY OF CUPERTINO AND WEST-TTIL CORPORATION WHEREAS, an agreement between the City of Cupertino, American Parking Management Corp., and West-Ccuputil Corporation, outlining the terms and conditions of parking citation processing, has been presented to the City Council; and WK-=EAS, at their regular meeting of February 16, 1988, Council authorized the City Manager and the City Clerk to execute said agreement subject to preparation of the documents; and WHEREAS, said agreement has been reviewed and approved by the Assistant to the City Manager and the City Attorney; NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby ratifies its previous authorization for the City Manager and the City Clerk to execute the agreement herein referred to on behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 16th day of May , 1988 by the following vote: Vote Members of the City Council AYES: Johnson, Koppel, Plungy, Rogers, Gatto NOES: None ABSENT: None ABSTAIN: None "�0_6 0 /s/ John M. Gatto Mayor, City of Cupertino ATTEST: CONSENT TO ASSIGNMENT AND MODIFICATIONS OF AGREEMENT FOR PROCESSING PARKING CITATIONS This CONSENT TO ASSIGNMENT AND MODIFICATIONS OF AGREEMENT FOR PROCESSING PARKING CITATIONS (The "Agreement") is made and entered into in duplicate original as of this day of1988, by and between AMERICAN PARKING MANAGEMENT CORP., A California Corporation doing business as Vertical Management Systems, Inc. 16458 Bolsa Chica Street, #22 Huntington Beach, California 92649 (hereinafter sometimes referred to as "Assignor") -and- CITY OF CUPERTINO, CALIFORNIA 10300 Torre Avenue Cupertino, California 95014 (hereinafter sometimes referred to as "Public Entity") -and- WEST-COMPUTIL CORPORATION 18700 Beach Boulevard, #110 Huntington Beach, California 92648 (hereinafter sometimes referred to as "Assignee") WHEREAS, Assignor and Public Entity entered into an agreement dated September 2, 1986 for the processing of parking citations issued by the Public Entity, a copy of which is attached as Exhibit 1 (hereinafter referred to as the "Processing Agreement"); and WHEREAS, Assignor desires to assign all of its right, title and interest in the Processing Agreement and certain of its obligations and liabilities under the Processing Agreement to Assignee, and Assignee desires to assume all of Assignor's right, title and interest in and to the Agreement and to certain of its obligations and liabilities under the Processing Agreement; and - 1 - WHEREAS, this Agreement is made pursuant to that certai Agreement of Purchase and Sale of Assets dated December n between Assignor and Computil Corporation, a New Jersey 10, 1987 Corporation, together with a certain Modification and of Agreement of Purchase Assignment and Sale of Assets dated February 12, 1988 between Assignor, Computil Corporation and West-C:o Corporation; and mputil WHEREAS, the Public Entity wishes to approve the assi of the Processin gnment 9 Agreement to Assignee, upon its terms and conditions and upon such further terms, conditions and modifications as are hereinafter set forth; and WHEREAS, as an inducement and additional consideration for Assignee to enter this Agreement, L the Public Entity desires to release Assignee and Computil Corporation from all claims arising• prior to November 1, 1987, except as set forth herein; an WHEREAS, Assignor desires to make d payment in full to the Public Entity of all sums due to it under the Processing Agreement as of October 31 1987 ; and WHEREAS, the Public Entity filed a civil complaint for damages based on breach of contract, actual fraud against Assignor, Arnold Spiro and Carter Green, breach of covenant good faith and fair dealing, of misappropriation and for accounting on December 9, 1987, in the Superior Court of the State of California in and for the County of Santa Clara, bearingC Number 645086; ase - 2 - NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged by all parties, the parties agree as follows: 1. Incorporation: The Processing Agreement is incorporated herein ds Exhibit "1". Except as herein specfically altered or modified expressly or by direct contextual implication, the terms and conditions of such Processing Agreement will control. 2. Modifications: It is agreed between the parties that the terms of Exhibit "1" shall be modified as follows: A. Term: The Public Entity agrees to an assignment of the Processing Agreement as modified for a period ending September 2, 1989. B. Deposit of Funds: The Assignee shall (1) continue to deposit funds in accordance with the procedures presently established between Assignor and Public Entity; or (2) Assignee shall utilize a "direct deposit" arrangement utilizing an interest -bearing account with a banking institution reasonably selected by the Public Entity and appropriately insured by the FDIC. In any case, all monies on deposit from the payment of parking citation fines and fees collected within a particular calendar month shall be disbursed within the first twenty (20) working days of the next calendar month. - 3 - C. Payment for Services• The current Processing Agreement between Assignor and Public Entity shall be amended to reflect the following processing costs: a) One Dollar ($1.00) per citation processed; and b) All other terms and conditions of Paragraph 3.5 of the Processing Agreement to remain in full force and effect. D. Cancellation: Paragraph 5.2 of the Processing Agreement shall remain in full force and effect, except that same is hereby amended to require that when Public Entity shall have good cause for termination, due to material defect in performance or material breach of obligations by Assignee, the Public Entity shall be free to terminate the Processing Agreement only after giving fair notice to Assignee, at the address set forth in sub -Paragraph 2E below, of the specific grounds for termination, by certified mail, return receipt requested. Following receipt of such notice by Assignee, Assignee shall have a period of thirty (30) days in which to cure such material defect or breach. If such material defect or breach is thereafter cured, the Processing Agreement shall remain in full force and effect. If such material defect or breach shall not thereafter be timely cured, the Processing Agreement shall be terminated. - 4 - E. Notices to Parties: Any notice required under the Processing Agreement, as modified, to be given to either party shall be given by depositing same in the United States mail, postage prepaid, certified mail, return receipt requested, to the addresses set forth below. Alternatively, the parties may satisfy'such notice requirement by utilizing personal'service, telegraph or a similar communication service by which evidence of personal receipt by the notified party is established. In the case of the Public Entity, notice shall be to: CITY OF CUPERTINO, CALIFORNIA 10300 Torre Avenue Cupertino, California 95014 Attention: Barbara Brown, Assistant City Manager or to such other address or addresses as the Public Entity shall hereafter reasonably request in writing. In case of Assignee, notice shall be to: WEST-COMPUTIL CORPORATION 18700 Beach Boulevard, #110 Huntington Beach, California 92648 Attention: Alfonso J. Izzi, President with a courtesy copy to: - 5 - BRUCE C. FISHELMAN, Esq. 9200 Sunset Boulevard #1201 Los Angeles, California 90069 or to such other address or addresses as Assignee shall hereafter reasonably request in writing. F. Standard of Good Faith: Assignee and Public Entity agree to be bound by standards of good faith in all aspects of the Processing Agreement. The parties hereto acknowledge that no improper or illegal inducements have been ordered or paid by any representative of the parties hereto in order to consummate or implement any of the terms hereof, nor will any such improper or illegal inducements be offered or paid in the future relating to any aspect of the Processing Agreement. G. Accounts Payable by Public Entity• All past and current accounts payable under the terms of the Processing Agreement shall be paid in full by the Public Entity to West-Computil, whether such processing was conducted by VMS or by West-Computil and whether such processing occurred before or after this formal consent to assignment of the Processing Agreement. Hereafter, all accounts payable earned pursuant to - 6 - the Processing Agreement, as amended, shall be paid to West-Computil in full within thirty (30) days from the receipt by the.Public Entity of the West-Computil invoice for services rendered. H. Insurance and Bond: Paragraph 7.3 (e) of the, Processing Agreement is hereby amended to require that Assignee shall, throughout the term of the Agreement, maintain in full force and effect a policy of insurance which provides crime coverage including employee theft and mysterious disappearance for at least $100,000.00., to which policy the City shall be an additional named insured. Such policy shall not be cancelled or the coverage limitation diminished without thirty (30) days advance notice to the City. Paragraph 7.3 (f) of the Processing Agreement is hereby amended to require that Assignee shall, throughout the term of the Agreement, maintain in full force and effect, a performance bond to cover the City in an amount of $5,000.00. 3. Outstandina Assignor liabilitv to the Public Entitv: The %�- parties hereto acknowledge and agree that the outstanding a&751or U liability to the Public Entity, as of October 31, 1987, was Thirty Eight Thousand, Two Hundred and Seventy One Dollars ($38,271.00). It is understood that the amount of the liability as of October 31, 1987 has been obtained by the Computil Corporation following its request for a review of specified available records by its accountant, Arthur Andersen & Co. In - 7 - this regard, it is acknowledged and agreed that neither Computil, Assignee, nor Arthur Andersen & Co., nor any of their respective agents or employees were the actual, implied or virtual representatives of the Public Entity in the review of the outstanding Assignor liability. The Public Entity specifically acknowledges that it has had a right to inspect Assignor books and records pursuant to Paragraph 2.4 of the Processing Agreement, and has either availed itself of such right or has elected to forego such inspection in establishing the amount of liability as contemplated by this Paragraph. Other than as specifically set forth herein, the Public Entity does not waive any inspection rights under Section 2.4 concerning inspection of books and records of.Assignor or Assignee. It has been further acknowledged by the parties that Public Entity has filed the lawsuit first described above, and the Assignor has agreed to a procedure whereby it will Consent to Enter Judgment in the above -cited case, in an amount equal to the payments set forth in Paragraph 3B below, and Public Entity has agreed not to File or Enter Judgment except in case of default in the payments required by Paragrah 3B and the Promissory Notes embodying such payments; provided that Assignor and its principals hereby waive, and shall execute a formal waiver of, all statutes, rules and case law which would otherwise require the Public Entity to bring such matter to trial or other conclusion in a time period less than that contemplated by the Promissory Notes, or which would otherwise diminsh its legal remedies. A. Payment of Outstanding Liability by Assignee: Bruce C. Fishelman, Attorney for West-computil, shall hold the monies required to be paid by West-Computil pursuant to this paragraph in trust for the City of Cupertino pending formal approval of the matters set forth herein. Within ten (10) days of notice to Mr. Fishelman of the final execution of this Consent to Assignment and all related documents by the parties, West-Computil's payment shall be delivered to the Public Entity the amount of Twenty -Three -Thousand -Four -Hundred -Sixty -Two Dollars ($23,462.00). This amount shall be and is the full extent of Assignee's liability to the Public Entity as originally agreed upon between Computil and Public Entity (through Exhibit "2", which is incorporated herein by reference as if set forth fully). As a result, the Public Entity accepts this amount as the complete and total amount which shall be due and payable by Assignee as a condition of the Public Entity's consent to the assignment of the Processing Agreement, as modified, to Assignee. In so doing, the Public Entity and its agents, assigns and/or successors -in- interest shall make no claim against Computil or Assignee for any amount of past due liabilities relating to the Processing Agreement in excess of the amounts established pursuant to this sub -Paragraph 3A, the payment of which amount shall be deemed an accord and satisfaction. - 9 - a,WP%,W4- B. Upon the execution of Public Entity's Consent to Assignment of the Processing A Bement, as modified, Assignor ,S'f shal-1 deliver tw-e�) promissory note to the Public Entity, ogre (}'note to be guaranteed by Arnold E. Spiro and one C. Green. The twe (2 ) noteX will and shall be in the form attached hereto as Exhibit%"y5" and in or ated herein by this reference. In the W,qn event that tom-(_- e note a-r-e not paid in a timely manner, interest on the outstanding balance of such delinquent note shall accrue at the rate of Seven Percent (7%) per annum in favor of the Public Entity. Assignor further stipulates and agrees that the enforcement of the Consent to Enter Judgment in the above -cited law suit shall occur at said time of default in the Note as to the delinquent parties. 4. Conditions and Contingencies: It is acknowledged and understood that this Agreement shall become final and effective immediately upon the execution of this Consent and related documents by the parties hereto. However, it is further ao.b_tKp acknowledged that the Release of VMSnshall be specifically `q conditioned upon the payment in full of all onies owed by VMS, and that � release of ac�''/0blrc s�3/�C guart ing principals a, a ff. S of VMSAshall be specifically conditioned upon h payment in full of all monies guaranteed by the respective principals. The release of Assignee shall be conditioned only upon the payment by - 10 - it to Public Entity of the amount set forth in sub -Paragraph 3A above, upon which payment the Release shall become fully effective. The City Attorney of the Public Entity is hereby authorized to hold such releases in escrow pending the payments required by the respective parties as set forth herein, and to deliver'same upon effectiveness. 5. Acknowledgement of Legal Authority: All parties hereto stipulate and acknowledge that their respective governing Boards and legal counsel have duly approved the terms and conditions set forth herein. 6. Assignment: Assignor warrants that it has not made any prior assignment of its interest in the Processing Agreement except as disclosed herein, and that it hereby assigns all of its right, title and interest in th Processing Agreement, as modified herein, to Assignee. Assi nor also assigns all of its obligations an 1 iabi 1 i,,3iu�nd�r� t.h rocessing Agreement to Assignee, GAY (�nz ' '-�''� " ; provided however that Public Entity shall and does t, n izrr�i-z�-r- , hereby release Assignee and its officers, directors, shareholders and agents from all claims (except for payments due for collect- ions made subsequent to November 1, 1987) upon Assignee's payment to the Public Entity on behalf of the obligations owed by the Assignor in the amount of $23,462.00. A form of Release of Assignee is attached hereto as Exhibit "3", and is incorporated by this reference. It is further understood that the Public Entity shall release the Assignor and all of its officer directors, shareholders an nts from all claims S�� $16,-955.22 f and shall issue a release in the form attached hereto as Exhibit "4" incorporated herein, which shall be delivered only in accordance with the terms of'this Agreement. 7. Assumption: Assignee, having read the Processing Agreement, accepts the foregoing assignment and assumes all of the obligation o A si or under the Processing Agreement, 9� � , W and agrees to be bound by the terms of the Processing Agreement as modified; provided however that the Public Entity shall release the Assignee as set forth above and herein. 8. Indemnity: Assignee shall and does indemnify and hold harmless Assignor and all if its employees, partners (and their subsidiaries, parents and affiliates), shareholders, officers, directors, attorneys, Assignees, transferees and affiliates of Assignor against liability, claims, actions or demands against them or any of them arising out of or in any way connected with Assignor's obligations under the Processing Agreement, which obligations arise after the Consent to Assignment of this Agreement. - 12 - Assignor shall and does indemnify and hold harmless Assignee and all of its employees, partners (and their subsidiaries, parents and affiliates), shareholders, officers, directors, attorneys, assignees, transferees and affiliates of Assignee against all liability, claims, actions or demands against them or any of them arising out of or in any way connected with Assignor's obligations under the Processing Agreement, which obligations arose prior to November 1, 1987. 9. General Provisions 9.1 Agreement: This Agreement shall be binding upon and shall inure to the benefit of Assignor, Assignee and Public Entity and their respective representatives, successors and assigns. No Party shall have the right to assign the Agreement or any interest, right or obligations under the Agreement without obtaining the prior written consent of the other parties. 9.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action to interpret or enforce this Agreement shall be solely brought in the State of California. 9.3 Modifications: Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party. - 13 - 9.4 Severability: If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforce- able, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstan- ces other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 9.5 Merger of Prior Agreements and Understandings: This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement. All prior contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect; provided, however, that nothing herein shall be construed to curtail or denigrate the effect of the Purchase Agreement between Assignor and Assignee. 9.6 Attorneys' Fees: In the event of any action arising out of or connected with this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees. - 14 - 9.7 Additional Documents: The parties agree to sign any additional documents and to take any additional action as may be reasonably required to effectuate this Agreement. IN WITNESS WHEREOF THE PARTIES ENTER THIS AGREEMENT, AS OF THE DATE FIRST ABOVE WRITTEN. "ASSIGNEE" "PUBLIC ENTITY" WEST -COMP AIL CO ORATION CITY OF CUPERTINO BY: ALFONSO J ZI SIGNAT RE PRESIDENT 9 TITLE "ASSIGNOR" V AMERICAN PARKING MANAGEMENT CORP. d/ a VERTICAL MANAGEMENT SYSTEMS, BY: CARTER C. GREEN AS PRESIDENT AND INDIVIDUALLY BY: ARNOLD SPIRO AS VICE-PRESIDENT AND INDIVIDUALLY INC. ATTEST: CLERK, 4CIO4CUrRTINO APPROVED AS TO F 7 TOWN COUNSEL y p ��__r�r� _ 15 _ SOLUTION NO. 6946 RESOUMON OF THE CITY CaNCIL OF f C=Y OF CUPEFCIN# MANAGE- MENTi L FCR PARKEW, VIOLATION•• •7 Wf-�2EAS, an agreement between the City of Cupertino and Vertical Management Systems outlining the terms and conditions for the processing of parking violations, has been presented to the City Council; and said agreement having been approved by the City Manager and the City Attorney; NOW, THEREFORE, HE IT RESOLVED, that the Mayor and the City Clerk are hereby authorized to execute the agreement herein referred to in behalf of the City of Cixpertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 2nd day of _September, 1986 by the following vote: vote ors of the City coL=il AYES: Gatto, Johnson, Plungy, Sparks, Rogers NOES: None ABSEtIr: None 1s/ Barbara A Rogers Mayor, City of cuper o /s/ Roberta A. Wolfe , nuty City Clerk ORIGIAIq� AGREEM1 NI' FOR PROCESSING PARKING CITATIONS This Agreement is made and entered into, in duplicate originals, between 'MKRRTICAL MANAGEMENT' SYSTEMS", hereinafter referred to as Contractor, a California Corporation, 18700 Beach Boulevard, Suite 110, Huntington Beach, California 92648 and the "CITY OF CUPERTINO", her inafter referred to as "AGENCY", and entered into this- day 986. 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 Contractor shall pick up and process within three (3) days of receipt from AGENCY. 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 Lniprocessable (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 an account maintained by Contractor. Contractor will receive payments from vehicle owners through the mails and in person, and from issuing 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 Parking Advisory Committee, 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. Disbursement shall be made within the first fifteen (15) working days of each month. -1- 1.5 Identification of Registered Vehicle -Owners. Contractor shall make up to ten requests to obtain the name and address of the registered vehicle owner from the Calitornia State Department of Motor Vehicles. Tlao attempts shall be made from the appropriate out-ot-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 transters to other vehicles, name changes, and the validity of plates and registration during specific time periods applicable to individual cases. 1./ Delinquency Notices. Contractor shall generate and mail (presorted) tirst-class postage) within forty-five (45) days, a delinquency notice to all identified registered owners of vehicles who fail to pay their parking citation tines 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: a. 'lhe parking citation issuance date and number; b. The consequences of nonpayment (i.e., a hold on the vehicle registration and the imposition of penalties, towing, or issuance of a possible warrant for their arrest, and C. The amount of fines and fees due and payable. 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 told on vehicle registration having unpaid parking fines and fees due against those vehicles in accordance with the California Vehicle Code and any other applicable State and local laws. The holds will be placed within seventy-five (75) days of the issuance of the citation or thirty (30) days 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. -2- 1. lU 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 an authorized officer of the AGENCY. Contractor will return any citation or facsimile requested. Contractor shall maintain records indicating any suspension of citation as a result of CoLm ty's request. Contractor shall be paid the contractual rate hereinafter provided for processing the citations suspended by the County. 1.13 Parking Citation System Master File Update. Contractor will update the parki�4g citation master file for new citations, payments, reductions, cancellations, dismissals and any other pertinent date a minimum of three times a week. 1.14 On -Line Terminal Inquiry. Contractor will provide on-line terminal inquiry capability within forty-five (45) days of an execution of a contract. Contractor will provide a maximum of six (6) computer terminals, technical and administrative support (as defined in Article III, section 3.8) for the use of contracting agencies, to be disbursed throughtout Santa Clara County. ARTICLE 11 - 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. -3- 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 acconv�odate public inquiries. 2.2 Contractor Limitations. Contractor may not do any of the -following without*AGENCY's prior approval, in writing: a. Take 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 County. 1.4 Books and Records. Contractor shall maintain separate books or records within the County of Santa Clara for parking citations issued within the AGENCY'S jurisdiction and referred to Contractor for processing. Such books or records; and computer processing methods and procedures shall be available tor inspection and audit by AGENCY at all reasonable times with prior notice to contractor. 2.5 Property of Contractor. a. The parties hereto agree that Contractor is the owner of and shall remain the owner of all of its concepts, approaches, trade secrets, computer programs, experience, written procedures, forms, magnetic tapes, punch cards, and similar computer materials. b. Trade secrets small be defined by agreement between the parties hereto include without limitation, canputer software and ideas included therein. C. During the term of this Agreement and the relationship of the parties, contractor may develop new and additional programs, and methods of handling and processing the data which is the subject of this Agreement which programs and methods are agreed to be the property of Contractor. -4- 2.6 Property of AGENCY. A11 documents, records, tapes, information supplied by AGENCY to Contractor or generated by Contractor in performance of this contract is agreed to be and to remain the sole property of AGENCY and Contractor agrees to return the physical evidence of same supplied by customer to AGIIVCY no later than torty-five (45) days tollowing notice to .the Contractor. Within such period, the AGENCY may make arrangementF with Contractor for the transmission of such data to the AGENCY upon payment to Contractor of the cost of such tape trom Contractor's computer trcil-ties to AGENC.Y's designated point of delivery. If termination of this document is by Contractor, Contractor will waive all costs set out in this paragraph. 2.7 Contractor riles. Contractor shall maintain master files on each parking citation referred to it for processing under this agreement. Such files will contain records of payments, collection etforts, dispositions, and any other pertinent information required to provide a reasonable audit trail. 2.8 Otfices of Contractor. Contractor shall establish and maintain throughout the period of this agreement and any extensions thereof, an oftice 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 reterred to Contractor under this agreement-. The ability to handle walk in traffic shall be available to the public. , 2.9 Storage for AGENCY. a. Contractor agrees to store citation hard copy until termination of the contract and have available on system or magnetic tape data for AGENCY's parking citations for no less than a three year period and provide AGENCY retrieval of same during such period. AGENCY relieves Contractor of all liability costs associated with storage or retrieval of data released by AGENCY to any other person or entity using such data. b. Subsequent to the termination of the contract, Contractor will return hard copy to the AChNC,Y. It requested, a magnetic tape of its processed data will be provided for a tee of Seventy -Five Dollars k$/5.00). ARTICLE III - Contract Price 3.1 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. -5- 3.2 Basis of tee Computation. IYe tee due and payable to Contractor will be canputed 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 I1, Section 2.9b, Article III, Section J.4 and J.5 and Article V, Section 5.3, of this agreement. 3.3 Rate. The tee for the tern of this agreement is eighty-eight cents ($.88) per parking citation based on a minimum volume of 200,000 parking citations per year for all agencies contracting with the Contractor within the County of Santa Clara. 3.4 Postal Rate Increases. The Contractor will maintain auditable 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. Contractor will be reimbursed for postal rate increases for presorted first-class mail after September 15, 1986, on a per piece mailed basis. 11ie increase will be eftective an the date that the postal rate increase takes place. 3.5 Other Fees. Contractor shall retain thirty-five percent �35%) of payments from delinquent citations which have been processed in accordance with the current agreements, which remain unpaid for 4U days atter the issue date, and meeting the tollowing criteria: a. Citations for which the California State Department of Motor Vehicles has not provided registered owner information of and at least ten requests for that information have been made. b. Citations for which the California State Department of Motor Vehicles has dropped the registration hold because of a transter of ownership of non -renewal registration. C. Citations written on vehicles for which a manual request of the registered owner or the payment of a fee to a Department of Motor Vehicles for registered owner information is required. This would not include license plates for which the AGENCY or Contractor could obtain the registered owner information free of charge. d. Citations with out-of-state license plates. e. Any other citations which the AGENCY so designates and refers to Contractor under this agreement. 3.6 In the event that technological advances, e.g. automated ticket writer, reduce Contractor's processing costs, Contractor agrees to pass any cost savings on to AGENCY. -6- 3.7 Billings and Fee Analysis. Contractor shall submit a statement and revenue to the AGENCY once a month. A fee analysis which accurately reflects the fees earned during the month will be included with the statement. Not later than fifteen (15) business days after the bill and fee analysis have been received, Agency shall either approve or reject the statement and tee.analysis. If these documents are rejected by AGENCY, Contractor will be notitied and problems shall be resolved. In the event that the aggregate citation volume of all contracting agencies within Santa Clara County drops below 200p000 citations for a contract year, the Contractor shall prepare an annual billing recalculating the tees due Contractor, at the rate of eighty-nine cents (�.69) per parking citation. 3.8 On -Line 'Terminal Inquiry. Contractor will provide within the basic cost per citation a maximum of six (6) on-line terminals for use of issuing agencies that are within Santa Clara County and processing with Contractor. Contractor will provide technical and administrative support in the installation or the cn-line inquiry teature at no alditional cost. Agency will be responsible for all telephone line charges related to the on-line terminal inquiry feature. Additionally, each agency may individually purchase, rent, or lease such equipment for its own use, should it so desire. 3.9 Maximum Charges. The per citation fee charged to AGENCY hereunder represents the maximum cost (as defined in Article III, section 3.2) to be charged to AGENCY in the absence of any other written agreement. ARTIaE Iy - Reports 4.1 Periodic Reports. Contractor shall submit reports to AGENCY within fifteen k15) 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 tollows: 1. Report of Revenue Collected for Month 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.). 'lhis will also include revenues collected and distributed under Section 3.5 of this agreement and the related reason for collection. 2. Report by Parking Citations Issued for Month A summary report by issuing agency, providing the number of parking citations issued, violation codes and bail imposed. 3. Report of Jail/Court Construction Revenues Collected For Month A summary report of all issuing agencies identifying the agency and the amount of funds collected for jail/court construction. 4. Report of Monthly Activity A balanced su niary report by issuing agency providing the status of all parking citations at the beginning of the month, current month activity, and at the end or the month. Typical items that would be included: Payments on Citations Payments on Notice Payments on DW 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 (Monthly) / 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 DW hold. b. Habitual Offenders Report (Monthly) A detailed report by issui agency identifying registered vehicle owners with five (5 or more outstanding parking citations. The latest DW registered owner name and address should be included on the report. /. 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. 9.: special Reports as Requested or Required 4.2 Microfiche. Contractor will provide all reports on microfiche if AGENCY so desires. 10 ARTICLE V - Tenn of Contract and Additional Service 5.1 Tenn and Renewals. The term of this agreement shall be for the period commencing September 15, 1986, and ending September 14, 1987 and, if no notice of change or termination is given by the AGJ3�CY, the agreement shall be automatically renewed for an additional one-year period, on the same tern~ and conditions provides 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. 5.2 Cancellation. Upon a material breach or upon sixty (60) days written notice to Contractor, the AGENCY may cancel or terminate this agreement. All citations, tiles, reports, information, data, and monies relating to such citations shall be returned to AGI.NCY after Contractor has fultilled all their responsibilities relative to the processing of the parking citations. 5.d Additional Service. Any other 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. 5.4 Exclusivity. The parties agree that the consideration to be paid to Contractor is based in part upon Contractor furthering and developing its good will as the exclusive servicer of said services to AC&Ncy. AGENCY theretore agrees to utilize only the services of Contractor during the term of this Agreement for the processing of the citations referred to above. AGENCY agrees during the tern of the Agreement to not directly or indirectly assist a competitor of Contractor in the performance of the services provided by Contractor under this Agreement, and subsequent to the term of this agreement to not divulge the trade secrets or property of Contractor to any entity other than Contractor. 5.5 Contractor Responsibility at Termination of Agreement. For all parking citation for which Contractor has been paid a fee as described in Section 3.3, the Contractor will pertorm those functions as provided for in Article I and 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. AR'11C1,E Vi - Confidentialit 6.1 Material Confidential. procedures, approacJies, aril trade confidential the data supplied it AGENCY agrees to keep secrets. Contractor by AGENCY except it 10 confidential the agrees to keep same is delivered to or released to P. third party or parties at the request of AGENCY or as reasonably anticipated in order to supply the herein services to AChN(,-Y, e.g. delivery of information to Department of Motor Vehicles. Contractor shall not be obligated through third parties, or to keep confidential techniques developed solely by Contractor jointly with AGENCY regarding this subject of this Agreement. 6.2 Consent Required for Disclosure. No report, intormation, data, tiles, 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 appro-vai of AGENCY other than individuals or organizations who are reasonably necessary to properly etfectuate the terms and conditions of this agreement. ARTIC- V1I - Claims and Actions 7.1 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. 7.2 AGENCY Cooperation. In the event any claim or action is brought against Contractor relating to Contractor's pertormance of services , rendered under this agreement, Contractor shall notify the AGENCY, in writing, within tive k5) days, of said claim or action. 7.3 Hold Harmless and Insurance Provisions. Contractor agrees to turnish the tollowing bonds and insurance policies prior to the commencement of work under this agreement and agrees to maintain them throughout the tern of this contract and any renewals thereof; a) Contractor agrees to indemnity, defend and hold harmless the AGENCY, its officers, agents and. employees tram any loss, 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 AGr:NC.Y. Contractor further agrees to reimburse AGENCY for all costs, attorney's tees, expenses and liabilities incurred in any litigation arising out of any obligation of Contractor's part to be performed under this agreement or arising trom any negligence of Contractor or Contractor's agents, contractors or employees: b) AGENCY agrees to indemnity, defend and hold harmless the Contractor, its ofticers, agents and employees fran any loss, injury or damage arising out of or in connection with AGrMY his agents, contractors or employees performance under this agreement, excepting only loss, injury or damage -10- caused solely by acts or anissions of personal employed by Contractor. AGENCY turther agrees to reimburse Contractor for all costs, attorney's tees, expenses and liabilities incurred in any litigation arising out )f any negligence of AGENCY or AGENCY's agents, contractors or employees. c) 'throughout the tern 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,UOO per occurence. 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. d) Throughout the period of this agreement, Contractor at its sole cost shall maintain in full force and effect a policy of Workers Compensation Insurance covering all of its employees. e) Throughout the period of this agreement, Contractor at its sole cost shall maintain in full force and effect a Fidelity Bond which Frovides crime coverage including employee theft and mysterious disappearance for �100,000. t) 11woughout the period of this agreement, Contractor at its sole cost shall maintain in Lull torte and effect to cover all agencies within Santa Clara County doing business with Contractor, a performance bond in the amount of $150,000.U0. g) Prior to commencement of this agreement, Contractor shall provide, on a torn approved by AGENCY, a Certificate of Insurance along with copies of required endorsements certityirg that coverage, as required, has been obtained anti remains in force until the date of the notice of completion or after the date of cancellation of this agreement, whichever is tirst to occur. AR'1'ICU VM - Subcontractors and Assi nments 8.1 Subcontracting. Contractor is authorized to engage subcontracts within the State of Calitornia at Contractor's own expense. 8.1 Assignments. This contract may not be assigned without the prior written consent of the AGENCY. -il- ARTICLE IX - Independent Contractor 9.1 Contractor's Relationship. Contractor's relationship to AG-ENCy in the performance of this agreement is that of an independe Personnel perrorming services under this creement shall at all times be contractor. under Contractor's exclusive direction and control and shall be Of Contractor and not employees of the AGPNC.y. employees wages and salaries and shall be responsibleContractor shall pay all obligations respecting them relating for all reports and withholding unemployment compensation,� social security, income tax matters. gunemployment Neither Contractor worker's compensation, and similar. .ontractor nor any agent or employee of Contractor shall obtain any right to retirement benefits or other employees of AGENCY, and Contractor hereb benefits which accrue to might have to such rights. y expressly waives a y claim, it AR1'I( X -Entire Agreement 10.1 integrated Agreement. Ihi.s 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, any prior oral or written agreement regarding the same subject matter notwithstanding. his 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. 10.2 Law Applicable. Contractor within the State of California governin�grthe ees ondu�cPlof with laws including, but not limited to, llaaws pertains corporation regulation, ar�d collection practices. to licenses, taxes -12- 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, tirst-class, addressed to the following: AGENCY: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CDN RACTbR: Vertical Management Systems, Inc. 187UO Beach Bouievard, Suite 110 Huntington Beach, Gaiirornia 92648 WHERETURE, the parties hereto have entered into this agreement as of the day and year hereinabove written. Date AGENCY by City of Cupertino Date Name_ Title Mayor APPROVED AS TO FORM City ATTORNEY ATTEST: Clerk -13- T uP��w � City Manager c CORPORATION Alfonso J. lzzl PRESIDENT 6 CHIEF -EXECUTIVE OFFICER Ms. Barbara Brown 10300 Torree Avenue Cupertino, CA 95014 Dear Ms. Brown: A Subsidiary of NUI Corporation January 18, 1988 JAIV 108' 10. 0 Pit Attached is the revised proposal I spoke with you about last week. You will note that I have taken the one lump -sum payment originally proposed for in the eleventh year and now have included that sum of $7,342 as part of Computil's up -front payment. I have also revised the quarterly payments to adjust for the decrease in VMS's remaining liability. Hopefully, these modifications to the repayment plan will be satisfactory to the City of Cupertino. As you know, we are most anxious to get on with our acquisition, and the existing lawsuit against VMS is a deterrent to our doing so. Please review the numbers, and I would appreciate if you could give me some feedback as soon as possible. I appreciate your patience and in bringing this matter to a quick re AJI:JEB VA Al so Presiden Chief Ew fo ward to your cooperation I�. Thanks for your help. rs, I z-1-i nd tive Officer 1040 ROUTE 46-CLIFTON, NEW JERSEY 07013 • NJ 1-800-334.0771. OUTSIDE N. J. 1. 800-221.1725 FAX 201-470.0028 CORPORATION -A Subsidiary of NUI Corporation Alfonso J. ja PRESIDENT 6 CHIEF EXECUTIVE OFFICER Ms. Barbara Brown 10300 Torree Avenue Cupertino, CA 95014 Dear Ms. Brown: November 25, 1987 Revised January 18, 1988 Subject: Municipality Liability Settlement Plan - _Cupertino Computil signed a Letter of Intent with VMS to purchase the VMS assets associated with their parking citation business. This Letter of Intent will be used to draw up the final contract which is scheduled to be signed on or before December 1, 1987. In order for the final contract to be signed, several resolved, including but not limited to: issues must be, ° Computil must obtain assignmEnt of VMS contracts to the extent the total dollar value of -the assigned contracts equals 80 percent of VMS$$ present revenue base. ° Acceptance of the liability settlement plan. ° Resolution of outstanding legal matters. The liabilities (as identified by Arthur Andersen's review for Computil only and not to be construed as your representative agent) owed to your municipality by VD1S up to and including October 31, 1987, are as follows: Citation DMV Jail/Ccurt Total Liability $ 30,914 1,334 61023 271 The following is ComFutil's and VMS's proposal (assuming Computil's revenue goals are met) to reach a settlement for outstanding VMS liabilities. 1040 ROUTE 48 • CLIFTON, NEW JERSEY 07013 • NJ 1.800.334.0771.OUTSIDE N. J.1- 800.221-1725 FAX 201.470-0028 ' �r.�y �,�yr�y. err - 2- 1i. VIi7i/"� N I /L ° Contracts be assigned to Computil for one year and/or a term to be mutually agreed upon between municipality and Cocr.putil. Computil's price per citation is $ 1.00 Computil s percentage, g, for out-of-state collections is 35 percent. All prices are effective upon the assignment date of contract to Computil. ° Upon the signing of the contract between Computil and the munici- pality, Computil will immediately pay 50 percent of VMS's citation liability or $ 22,799 ... 0 percent of VMS's DMV -liabilities, or $ — 0 and _ 11 percent of VMS's Jail and Court fund liabilities, or $ 663 . The remaining VMS liability less Computil's up -front payment is $ 14,809 . VMS will pay this amount to your municipality plus 7 percent simple in— serest quarterly over a ten-year period with a final payment to be made no later than September 30th in the eleventh year. Therefore, the settlement plan for all monies owed by VMS up to and includ- ing October 31, 1987, is summarized below: Computil's VMS VMS Up -Front Remaining Category Liability Payment — y Liability Citation 30,914 22,799 8_,115 DMV 1,334 ------ _ 1,334 Jail/Court 6,023 663 8,360 TOTAL 38,271 23_ 462 14,809 Add Simple Interest @ 7% 1,037 TOTAL REMAINING LIABILITY 15,846 VMS remaining liability, $ 15,846 will be paid quarterly at the rate of $ 3_ 9_6__15 foi each quarter for a total of forty (40) quarters with a final payment in the eleventh year of $ N/A Recap: Quarterly $ 396.15 x 40 $_15,846 plus eleventh year pa ment payments the total VMS remaining liability. y _ALL_ $ 15,846 .., VMS quarterly payments will begin ninety days from the effective date of the signing of the repayment contract between VMS and your municipality. Both offers for repayment are presented as one settlement schedule and cannot be selected individually; that is, accep VMS's terms. t Computil's terms end reject -3- CIPAIPUMIL, In order to expedite this process, we need to know if you accept this proposal and thereby agree to assign your contract to Computil. Please keep in mind that Computil must obtain 80 percent of the existing WIS revenue base for us to satisfy our acquisition requirements. Please indicate your decision, and return a copy of this proposal to me as soon as possible. Accept: Reject: Name. Title Signature: If you accept our proposal, we will initiate the contractual/assignment process. I have no objection. to your attorney drafting a contract between Computil and your municipality. VMS will be responsible for working out the contract details as it pertains to their repayment plan. The ccntract between your municipality and Computil should address our services and Computil's partial Payment of VMS liabilities to the extent identified in this proposal. , I look forward to your favorable acceptance of the proposal, and I am very anxious to begin serving your municipality. AJI:JEB Very truly yours, Alfonso J. Izzi President and Chief Executive Officer Exhibit 3 CONSENT TO RELEASE This Release is entered into as of day of 1988 by and between CITY OF CUPERTINO, CALIFORNIA 10300 Torre Avenue Cupertino, California 95014 (hereinafter sometimes referred to as "Public Entity") and WEST-COMPUTIL CORPORATION 18700 Beach Blvd. #110 Huntington Beach, CA 92648 (hereinafter sometimes referred to as "Assignee") WHEREAS, an Agreement between Public Entity and VMS was entered on or about September 2, 1986, (hereinafter the "Processing Agreement"); and WHEREAS, an understanding was reached between Public Entity and Assignee regarding the repayment by Assignee of a specified limited amount of money due under the terms of said Agreement; and WHEREAS, Assignee has made payment in full to Public Entity of all such monies required to be paid by it, Now, therefore, the Public Entity for itself and any successsors and assigns hereby releases and discharges Assignee, the Computil Corporation, and NUI, and their agents, attorneys, officers, directors, shareholders, employees, partners and spouses and each of them, jointly and severally from all obligations under the Processing Agreement. Further, the Public Entity for itself and any successors and directors, shareholders, employees, partners and spouses, and each of them, jointly and severally releases Assignee, the Computil Corporation and NUI and their respective agents, officers, directors, shareholders, employees, partners, and spouses, and each of them jointly and severally (collectively referred to as the "Released Parties"), of and from all rights, claims, demands, damages, debts, liens, liabilities, losses, costs, expenses, rights of action and causes of action of whatever nature, anticipated or unanticipated, known or unknown, which the Public Entity may have against any of tLe Released Parties in connection with or related to the Processing Agreement. Assignee, however, shall be liable for obligations relative to the collection of parking citation revenue on or after November 1, 1987. Notwithstanding the foregoing, Town does not waive any pursuit, cooperation or involvement in any criminal prosecution related to the Processing Agreement. PUBLIC ENTITY EXPRESSLY WAIVES ANY RIGHTS OR BENEFITS AVAILABLE TO IT UNDER THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH PROVIDES AS FOLLOWS: - 1 - "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF THE EXECU- TION OF THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFFECTED HIS SETTLEMENT WITH THE DEBTOR". Public Entity understands fully the statutory language of Civil Code section 1542 and, with this understanding, nevertheless elects to, and does, assume all risk for claims heretofore and hereafter arising, known or unknown, from the subject of this release and specifically waives any rights it may have' under the California Civil Code Section 1542. Public Entity fully understands that if the facts with respect to which this release is executed are found hereafter to be other than or different from the facts now believed by it to be true, it expressly accepts and assumes the risk of such possible difference in facts and agrees that this release shall be and remain effective notwithstanding such difference in facts. Nothwithstanding the foregoing, City does not release claims which could not be discovered due to facts withheld as a result of the willful misconduct of Releasees. Public Entity represents and warrants that it has not assigned or transferred to any person or entity any claim demand, damage, debt, liability, right of action or cause of action, or any part thereof, which is involved or related to the matters released herein. Public Entity agrees to indemnify and hold the Released `�arties harm ess against any claim, demand, damage, debt, M bilit r ght of action or cause of action (including attrn ys' es and costs incurred whether or not litigation is Comm ced) b sed on or arising out of any such transfer or assi n nt, s set forth in the preceding sentence. WEST-COMPUT ("Assignee" BY: ALFONS PRESIDENT ) CORPORATION J. IZZI, - 2 - CITY OF CUPERTINO ("Public Entity") BY: NAME TITLE ?�7 ATTEST: ` CLERK, CIT OF CU TINO APPROVED AS TO RM: COUNSEL TO THE CITY OF CUPERTINO y Exhibit 4 CONSENT TO RELEASE This Release is entered into as of day of 1988. by and between CITY OF CUPERTINO, CALIFORNIA 10300 Torre Avenue Cupertino, California 95014 (hereinafter sometimes referred to as "Public.Entity") and AMERICAN PARKING MANAGEMENT CORPORATION 16458 Bolsa Chica Street #22 Huntington Beach, CA 92649 (hereinafter sometimes referred to as "Assignor") WHEREAS, an Agreement between Public Entity and Assignor was entered on or about September 2, 1986, (hereinafter the "Processing Agreement"); and WHEREAS, Assignor has made or has cause to be made payment in full to Public Entity of all monies required to be paid by it under the Processing Agreement. Now, therefore, the Public Entity for itself and any successsors and assigns hereby releases and discharges Assignor or its designee and its agents, attorneys, officers, directors, shareholders, employees, partners and spouses and each of them, jointly �dseve 1 y f m 110 ligations under the Processing Agreement "`gip-e-�9- � - � 9'5-5 . 22. Further, the Public !�-�ic�(e Enti y for itself and any successors and directors, shareholders, employees, partners and spouses, and each of them, jointly and severally releases Assignor its respective agents, officers, .Grp directors, shareholders, employees, partners, and spouses � (collectively referred to as the "Released Parties"), of and from �Z all rights, claims demands, damages, debts, liens, liabilities, x4tlosses, costs, expenses, rights of action and causes of action of whatever nature, anticipated or unanticipated, known or unknown, `' which the Public Entity may have against any of the Released 14- Parties in connection with or related to the Processing Agreement. Notwithstanding the foregoing, City does not waive any pursuit, cooperation or involvement in any criminal _r�eJ✓qprosecution related to the Processing Agreement. Ir • .y�- Cce n assigns on e ote -(> c e obligationssnP;f�1;+ 11�1, (Y PUBLIC ENTITY EXPRESSLY WAIVES ANY RIGHTS OR BENEFITS AVAILABLE TO IT UNDER THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF THE EXECU- TION OF THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFFECTED HIS SETTLEMENT WITH THE DEBTOR". Public Entity understands fully the statutory language of Civil Code section 1542 and, with this understanding, nevertheless elects to, and does, assume all risk for claims heretofore and hereafter arising, known or unknown, from the subject of this release and specifically waives any rights it may have under the California Civil Code Section 1542. Public Entity fully understands that if the facts with respect to which this release is executed are found hereafter to be other than or different from the facts now believed by it to be true, it expressly accepts and assumes the risk of such possible difference in facts and agrees that this release shall be and remain effective notwithstanding such difference in facts. Notwithstanding the foregoing, City does not release claims which could not be discovered due to facts withheld as a result of the willful misconduct of Releasees. Public Entity represents and warrants that it has not assigned or' transferred to any person or entity any claim demand, damage, debt, liability, right of action or cause of action, or any part thereof, which is involved or related to the matters released herein. Public Entity agrees to indemnify and hold the Released Parties harmless against any claim, demand, damage, debt, liability, right of action or cause of action (including attorneys' fees and costs incurred whether or not litigation is commenced) based on or arising out of any such transfer or assignment, as set forth in the preceding sentence. AMERICAN PARKING MANAGEMENT CORP. a California Corp. d/b/a/ V rti al Manageynent Systems, Inc. BY'." CARTER C. GREEN PRESIDENT Y: ARNOLD E. SPIRO, VICE PRESIDENT - 2 - CITY OF CUPERTINO BY: NA P2 TITLE ATTEST: CLERK, CIT OF CUP INO APPROVED AS T FORM' TOWN COUNSEL $15,846.00 EXHIBIT "5" NON-NEGOTIABLE PROMISSORY NOTE Huntington Beach, California , 1988 1. Promise to Pay. For value received, the undersigned ("Maker") promises to pay to CITY OF CUPERTINO or order ("Holder"). Attention: Barbara Brown, P.O. Box 580, Cupertino, California 95014 or any other place as Holder may from time to timg designate in writing, the sum of FIFTEEN THOUSAND EIGHT HUNDRED FORTY-SIX DOLLARS ($15,846.00), calculated by adding to FOURTEEN THOUSAND EIGHT HUNDRED NINE DOLLARS ($14,809.00) simple interest of seven percent (7%) of such sum. 2. Payment Schedule. 2.1 Mandatory Payments. Maker shall make on this Note forty (40) equal successive quarterly installments in the amount of THREE HUNDRED NINETY-SIX AND 15/00 DOLLARS ($396.15) each. The first such installment shall be due on May 1, 1988 and subsequent installments shall be paid every ninety (90) days thereafter until all such payments have been made. 2.2 Optional Prepayments. Maker may prepay this Note in whole or in part on any date without premium or penalty. 3. Default and Acceleration. At the option of Holder, upon prior written notice to Maker, all sums remaining unpaid under this Note shall become immediately due and payable upon the occurrence of a material default of Maker under this Note which has not been cured by Maker within thirty (30) days of receipt from Holder of written notice of such default. 4. Costs and Attorneys' Fees. In the event of any action arising out of or connected with this Note, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees. 5. Successors; Several Liability; Captions; Miscellaneous. The covenants and agreements contained in this Note shall bind the successors and assigns of Maker and Holder and shall inure to the benefit of Holder and its successors and assigns. This Note shall be binding upon the heirs, personal representatives, suc- cessors and assigns of Maker. The captions and headings of the paragraphs of this Note are for convenience only and are not to be used to interpret or define the provisions of this Note. This Note shall be governed by and construed in accordance with the laws of the State of California. 6. Notices. Any notice, request, demand or other communica- tion provided for in this Note shall be in writing and deemed given when received by the party for whom intended, if personally delivered, or when mailed by registered or certified mail, return receipt requested, addressed to the intended party at the address stated in this Paragraph 6, or to any other address as may have been designated by written notice: To Maker: American Parking Management Corp. dba Vertical Management Systems, Inc. 16458 Bolsachica Street, # 22 Huntington Beach, California 92649 Attention: Carter C. Green, President -2- To Guarantors; Arnold E. Spiro 16458 Bolsa Chica Street, #22 Huntington Beach, California 92649 Carter C. Green 18627 Brookhurst, # 287 Fountain Valley, California 9270 To Holder: City of Cupertino P.O. Box 580 Cupertino, California 95014 Attention: Barbara Brown 7. Severability. If any provision or provisions of this Note are held to be invalid, illegal or unenforceable in any respect, this Note shall be construed as not containing that provision or provisions and all other provisions'of this Note shall remain in full force and effect, and to this end the pro- visions of this Note are declared to be severable. AS DIRECT INDIVIDUAL MAKER By; QAIRT—ER C. EN By:Z�'2 ARNOLD E. I 0 AMERICAN PARKING MANAGEMENT CORP., a California corporation dba VER L MANAGEMENj SYSTEMS, INC. By: CARTER C. GREEN President B y : C� ARNOLD E. SPIR Vice President GUARANTY For value received, the undersigned hereby individually and unconditionally guarantees the obligations of Maker under this Note. Dated: Dated: -3- DL r November 21, 1992 Ms. Barbara Brown City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 Dear Barbara, Al Izzi and I are pleased to announce Data Ticket, Inc. has reached an agreement in principle with management to purchase the assets of West-Computil Corporation, subject to customary approvals, which are expected shortly. Providing an immediate solution to your needs is our desire. This means 100% of your parking violations will be entered into the familiar Travics system. Notices will be mailed, cash collected, posted, and deposited. DMV holds will be placed and Out -of -State violators will be pursued. As President of Data Ticket, please let me tell you how I view this mission. We are a soundly organized company to whom the words INTEGRITY, SERVICE, and RESULTS are key. For 4 years, we have built our reputation with deliberate care and, as you will find, our nationwide base of customers enthusiastically support our service of providing revenue from delinquent parking citations. Attached is a listing of customers, which include Atlanta, Charlotte, Detroit, Miami, Oakland, San Francisco, and Tampa. We have a host of smaller agencies and many Universities. We understand parking problems and WE ARE COMMITTED TO QUALITY CUSTOMER SUPPORT. Please accept my personal assurance your collections will increase with Data Ticket. Your violator complaints will decrease, as will the administrative load on your staff. My staff and I will contact you this week to review your intentions. Please let us assist you, as I am confident you will not find a more dedicated company than our firm. Sincerely yours, Dave Thorpe President 4600 Campus Drive, Newport Beach, CA 92660 Fax: 714-863-1983 PHONE: 714-863-7010 DEC- 3- 9 2 T H U 1 7: 4 4 P . 0 1 December 3, 1992 Ms. Barbara Brown Asst City Manager ter, City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 Dear Barbara, SUBJECT: WEST-COMPUTIL CORPORATION Thank you for your confidence in Data Ticket. We are working hard to finalize the acquisition of West Computil. Here is an update: I. The Travics system is fully operational at Data Ticket's location. Citations and payments are being entered, reports are being generated, and invoices are going out. 2. The 800 phone number for violators has changed temporarily to: 714-898-0152. A new 8000 will be in place shortly. Calls are being handled in a routine fashion to respond to violator inquiries. 3. Mail is being picked up from the Huntington Beach Post Office daily. This address will not change. Some agencies have holds placed on their mail, which, for those agencies, must be released before normal operations begin. 4. Deposits are being made into customer accounts. 5. Phone to reach Processing Center: 714-898-0182 In short, the transition from West Computil to Data Ticket is taking place in an orderly transition. West Computil personnel are managing the entry of information into the Travics system. Thank you for your patience. our intent is to provide the finest possible service. Please call Charlie Stalnaker, General Manager of the transition, with ANY question. if we can't give you an immediate answer, we will call you back. If you are dissatisfied for any reason, please call me directly. You will have my undivided attention._ Sfn erely you , Dave orpe President D E C- 1 4- 9 2 M O H 1 3-.2 3 P - © 2 I TMA�� .o , DecemberU� 11, 1992 Ms. Barbara Brown Dear Barbara, RE: SANTA CLARA AGENCIES V To update you on the current status of the acquisition between West-Computil Corporation and Data Ticket we have found it necessary to change the following items: The San Jose facility will be closed effective January 1, 1992. All correspondence may be forwarded to our Huntington Beach facility for processing. The new address for normal correspondence is; West-Computil Corporation 12841 Western Avenue, Unit E Garden Grove, CA 92641 (714) 898-0182 All citation information should be sent to: Citation Processing Center PO Box 2730 Huntington Beach, CA 92647 Violators may contact the office at r(714) 898-0152 sincerely yours, Dave Thorpe President 4600 Campus Drive, Newport Beach, CA 92660 �V Fax: 714-963-1983 PHONE: 714-863-7010 Dil 1 Tic - February 3, 1993 Ms. Barbara Brown Asst City Manager City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 �\ ` Dear Barbara, Last year we notified the clients of West-Ccrufutii 'Cha% Data Ticket, Inc., a California Corporation, had reached an agreement in principal, with the management of West Computil to acquire its assets. We are pleased to announce that Data Ticket, Inc. has completed the acquisition of substantially all of the assets of West-Computil, including its contracts, name and rreceivable As you may know, Data Ticket advanced West-Computil funds while it was conducting the required "due diligence" investigation. Unfortunately, the advances ended up exceeding the contemplated purchase price. Since West-Computil surrendered title to the assets to Data Ticket in satisfaction of the debt. Payments may be made to either Data Ticket or West-Computil. Please address all inquiries and communications to Data Ticket at the address below: Data Ticket, Inc. Ms. Lou Ann Reed 4600 Campus Drive #106 Ne;-p rt B2ach, CA 92660 If you need to speak with someone regarding billing, please call Lou Ann Reed at (714) 863-7010. As successor in interest to pledge to provide you with deserve. sincerely yours, Dave Thorpe President West-Computil's contracts, we the prompt, efficient service you 4600 Campus Drive, Newport Beach, CA 92660 Fax: 714-863-1983 PHONE: 714-863-7010 n O �, lily February 3, 1993 Ms. Barbara Brown Asst City Manager City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 Dear Barbara, Under separate cover, you received a letter dated February 3, 1993 from Data Ticket, regarding the acquisition of the ..eat-Ccapatil assets. The enclosed information includes the supporting legal documents for that letter. If, after reviewing these documents, you have any questions, please call Dave Thorpe, President, Data Ticket, at (714) 863-7010. We look forward to increased productivity and the resulting increased revenue collection on behalf of our clients. sincerely yours, Dave Thorpe i I President 4600 Campus Drive, Newport Beach, CA 92660 Fax: 714-863-1983 PHONE: 714-863-7010 This FINANCING STATEME� 14 DEBTOR (LAST NAME FIRST —IF AN INVIY1DUAL 15. MAILING ADDRES5 resented for filing p , g pursuant to the Califs I,UniformCommercial Code, I A. SOCIAL SECURITY " FraSNAL. TAR NO. 2r� c ►E a calibornia car... 33-0275613 1C, CITY, STATE 10. 11, cOQE nine Brook, NJ 07058 2. ADDITIONAL DEBTOR (IF ANY) (LA♦T NAME FIRSTS (F AN INDIVIDVAL) ZA SOCIAL See MI V 2B, MAILING AADRis• 'S TRACIE NAMES OR STYLED (IF ANY) OR FEDERAL TAN NO, 2C. CITY, *TAT[ 2D. zip, COD[ 3A, FEDERAL TAX NUMBER 4. OiCURED PARTY*Inc.A. SOCIAL SECURITT NA., FEO�RAL TAX No. NAME Data Ticket, Inc r A California corporation OA E449 TRANSIT AND A.[.A, NO, MAILINO ADDRESS 4600 Campus Drive, Suite 106 CITY I' Rgachvz CA %IP GOOX 9266 93-101081 S, ASUIGNEE OR SECURED PARTY IIF ANYI 5A, SOCIAL IIECUNITY NO., FSOLNAL TAX NO. NAME 1' A...,� - • OR•SANX TRANSIT AND A.R.A. NOS 1 MAILING ADDRESS elrl [TAT[ XIF COD[ 8, This FINANCING STATEMENT covers the fallowing types or items of property (include description of reotl property on which located and owner of record when required by instruction 4). All business equipment, fixtures, accountap contracts, liaensese t<rad.enames, know1low, goodwill, reAceive>ableas and general intangibles of debtor j 70, MOTOR(8) SIONATURE NOT REQUIRED IN ACCORDANCE WITH i. CHECK � 17A PRODUCTS OF OLLAIERAL INSTRUCTION a a ITEM: 1F APPLICABLE i AR(: AM Co RED a (t) ( ) (3) (4 ) II��� 8. CHECK 1_�J TOR A "TRANSMITTING UTILITY" IN ACCORDANCE H UCC t Dios (1) In) Wyr 1F A/PLICABI.E 1 !1 I ?I t 'IONATULB 8) OF DEBTOR([) QAT[ 1 G E fX, - Went Computi ration, as California corer I t TYPG OR PRINT NAMES) OF OLrTOM I5zi, Ares, a Seat. 2 •IGNATU" (* _ OF [ECUR Q PARYYI I 1 4 Data Wicket c., a!r California corporation 8 By Dave Thorpe, Piresident s-ILP& R PRINT H M T is 11. Return ropy to: y NAME: F ADDRE55 8 ADD Data Ticket, Inc. CITY 4600 Campus Drive, Suite 106 STATE NeWrox�► }3eya3Ch, C� 9?.660 0 ZIP CODE FORM UCC•I—FILING FEE 53.00 (3) FILE COPY --SECURED PARTY Approved by the Secretory of Slats FG►R U5EUOF FI ING OFFICER OFFICER} M9E STATEWNT OF RENUNClATL R.f P RI(aMTta IN COIL T�PtAL I, Alfonso J, IZzl, am president and Secretary of West COMputil Corporation ("Corporation"), a California Corporation, in my capaolty AS the current holder of those offioea of Corporation, hereby state: 1. I am duly authorized under tho Bylaws of the Corporation, or resolutions of the Corporation's hoard of directors, t4 take the actions and make the statements made in this Statement on behalf of Corporation, 2. Corporation is the debtor under a series of promissory notes which are secured by a Security Agreement dated December 9, 1992, which creates a aeourity interest in all buslnosS equipment, fixtures, aCoounts, contracts, 110ensces, tradenames, knowhow, goodwill, roceiveables, and general Intanglbles of Corporation. 3. Corporation is in default of Its obligations under that Security Agreement and does not intend to cure the default, S#ourad Party has advised Corporation that it Intends to propose that retain the collatera 'n satisfaction of the obligations owed it. 14ire, sewn. d r-4M ir 4. Corporation hereby renounces Its rights after default under the Security Agreement and under Division 9, Chapter 5, of the Un arm Commerolsl Code of California, dealing with default, including, without limitation, is right, if any, to cure the said default, its right to notice of SOOUred Party's intent o retain the collateral in satisfaction of the obligations duo it, and its right to abject to S cured Party retaining the collateral in satisfaction of the obligations due It. 5. In consideration of Corporation's renunclatio hereby walvos1alll rights to a deficiency on the debt seour( DATED: �/13/9,� rights, Secured Party 9 Collateral. Alfonso ��VWM I, President and SOOreta Computil Corp, April 15, 1993 City of Cupertino Ms. Barbara Brown 10300 Torre Ave. Cupertino,Ca. 95014 Dear Ms. Barbara Brown: Ar120J 13 AT CIS A�Di�ESS 1�)T USINCT P p, boy. The purpose of this letter is to inform you that Data Ticket (formerly West-Computil) is moving to newer and larger facilities effective April 19, 1993. Please forward all correspondence, payments, citations etc. to our new location effective immediately. The new address is as follows: Data Ticket 9911 Larson Avenue Garden Grove, CA 92643-1631 As part of the move we will be changing phone .;ambers. Dnfortunately, the phone company will not guarantee the new phone numbers until we move. We will notify you of our new phone number as soon as we are certain of what it is. We will also use call forwarding on our old phone numbers for a period of time to ensure uninterrupted service to our clients. Thank you for your cooperation in this matter. Sincerely, 2 �olerretti Manager of Operations 4600 Campus Drive, Newport Beach, CA 92660 Fax: 714-863-1983 PHONE: 714-863-7010 DATATICIKET ------------------- - ---------------------- Parking Revenue Experts May 11, 1993 Ms. Barbara Brown City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Dear Barbara: MAY 17 1993 , ,,q In order to provide you with even finer support, we are pleased to announce the appointment of Mr. John Ferretti as Director of Operations. He has assumed the responsibility of insuring your continual satisfaction with the quality of effort you have grown to expect. I have asked John to personally speak with you. In addition, we have moved to larger facilities. Please change your records to indicate the new Data Ticket phone numbers and new address. The new information is as follows: The new Data Ticket address is: The new Phone Numbers are: Data Ticket 9911 Larson Avenue, Suite A Garden Grove, CA 92644-1631 Violators 800-969-6158 Violators 714-534-0912 Data Ticket Office 714-534-7664 Data Ticket Fax 714-534-1517 Thank you for your cooperation in this matter. Sincerely, N Dave Thorpe Pa esident p V ,, N 9911A LARSON AVENUE, GARDEN GROVE, CA 92644-1631 v TELEPHONE: 714/534-7664 ■ FAX 534-1517 RESOLUTION NO. 8924 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF AGREEMENT WITH DATA TICKET, INC. FOR USE OF ADMINISTRATIVE HEARING OFFICER PROCESS TO PROVIDE FOR ADJUDICATION OF PARKING CITATIONS WHEREAS, there has been presented to the City Council an agreement between the City of Cupertino and Data Ticket, Inc. for the usage of an Administrative Hearing Officer process designed to provide for the adjudication of parking citations; and WHEREAS, the terms, conditions, and provisions of the agreement have been reviewed and approved by the City Attorney and the City Manager, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby approves the aforementioned agreement and authorizes the Mayor 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 July , 1993 by the following vote: Vote AYES: NOES: ABSENT: ABSTAIN ATTEST: Members of the Lity Council Dean, Goldman, Koppel, Sorensen, Szabo None None None Is/ Roberta A. Wolfe Deputy City Clerk l'HIS IS TO CERTIFY Tii.'kl' '1';-` WITHIN Ii-I-S, 1RUMENT IS ATRUE AND CORRECT COPY OF THE ORIGINAL ON FILE IN THIS OFFICE. APPROVED: ATTESTi 19L` CITY C ERK THE IT , OF CUPERTINO 3Y Y ✓CLERK /s/ Nick S o _ Mayor, City of Cupertino AGREEMENT This agreement between the City of Cupertino, and Data Ticket, Inc. is for the usage of a Administrative Hearing Officer process designed to provide for the adjudication of parking citations. 1. Data Ticket is authorized to act as an agent for the City to adjudicate parking citations for a period of three years with automatic renewal. Either party may terminate this agreement with 60 days written notice. 2. The City will provide a mutually suitable arrangement for the collection of funds, and express authorization to do business on the City's behalf with Department of Motor Vehicles in the United States and the violators. 3. Data Ticket will: provide and schedule Hearing Officers to respond to parking violators wishing to contest their citation over the phone or by mail; provide a Toll Free 800 number for the violators to call, correspond with violators and notify them of decisions; maintain records of dispositions, appeal paperwork, and deliver this information to the City to update its files; provide the City with management reports; use its best efforts to provide an orderly manner in which contested parking citations will be processed. 4. The City will compensate Data Ticket at a rate of $.20 per issued violation at the beginning of this agreement. This rate will be based upon the number of citations issued the previous year. If the citation count for the next year is greater, the difference will be paid on a quarterly basis, but in no event will it decrease. 5. Data Ticket shall not be responsible for the City's failure to provide correct or timely infraction information. 6. The terms of this document shall not be disclosed by the City, except as required by law, unless written agreement is given by Data Ticket. ACCEPTED & �tc Mayor City of Cupertino ATTEST i �i-7%� Deputy City Clerk Data Ticket, Inc. Date 7--/,) - y� Date ? - J `/ SECOND ADDENDUM TO AGREEMENT DATED MAY 6, 1998 BETWEEN THE CITY OF CUPERTINO and DATA TICKET, INC. This second addendum to the agreement between The City of Cupertino (AGENCY) and Data Ticket, Inc. is to provide for the addition of the name Data Ticket, Inc. dba Revenue Experts (COMPANY), to the agreement in order to provide all administrative and civil citation related services including, but not limited to; processing, adjudicating, collecting, and providing customer service in order to manage the administrative citation program. 1. The COMPANY is authorized to act as an agent for the AGENCY to collect unpaid delinquent administrative citations, and other items, as specified by the AGENCY. 2. The COMPANY will: provide forms, notices, toll free phone lines, banking, web site database access 7/24, postage; maintain files on collected information and provide this information to the AGENCY to update its files; provide the AGENCY with comprehensive management reports; and use its best efforts to obtain maximum results. 3. Administrative Appeals: Reviews and Hearings will be held in accordance with state and municipal law at a site provided by the AGENCY. The AGENCY shall be responsible to pay the $25.00 Court filing fee, if the administrative adjudication decisions are overturned by the Court. 4. First Class Mail: All correspondence will be mailed first class and is included in the per citation fee. 5. Collections: The AGENCY shall receive 100% of all revenue collected on its behalf. 6. There will be no fee for an unlimited number of debts placed in the Interagency Intercept Program, but attached to an individual social security number. There will be a small fee for each social security number acquisition. If the debts are collected through this placement, a small percentage of the amount collected will be due the COMPANY. 7. The AGENCY will be responsible for reporting all collections received from the Interagency Intercept Collections program to the COMPANY, by submitting copies of the Interagency Intercept Collections program paperwork and weekly statement and monthly warrant file reporting payments. GAFinanceiCode-nforcement Admin Cites!Cuper.inio. An 8. The COMPANY shall not be responsible for the AGENCY'S failure to provide correct or timely infraction information. 9. The terms of this document shall not be disclosed by the AGENCY, except as required by law, unless written agreement is given by the COMPANY. 10. Funds will be collected, deposited and reconciled on a daily basis when collected by the COMPANY. On a monthly basis these funds will be transferred to the AGENCY if a joint bank account is established. If the AGENCY bank account is used, the invoice only will be sent. Management reports supporting all monthly activity will be included. 11. Funds reported as collected by the Interagency Intercept Collections program will be applied on a weekly basis and included in the monthly management reports. 12. Fine Schedule: COMPANY shall adhere to the Penalty and Administrative Fee Schedule described in the AGENCY Municipal Code Manual, adopted by the AGENCY Council. No fee shall exceed the maximum penalty as outlined in this schedule. 13. Fee Schedule is attached as Exhibit A. 14. Process Detail is attached as Exhibit B. 2�.- w. dl Administrative Services Director The City of Cupertino Date Data Ticket, Inc. — � �'A� q ' (f. Date G AFinance\Code EnforcemenMdrnin Cites\Cutierfinie.AmendRevisedO9.dec Exhibit A FEE PROPOSAL THE CITY OF CUPERTINO Description — Phase Proposed Fee Fee for processing and collecting each citation $ 19.00/cite Specified services and material covered by the Fee for all citations shall include: • Data entry of handwritten citations and entry of electronically transferred citations • Processing and collection of all payments • Disposition and status updating • All forms and tracking • Correspondence tracking and response • Up to four Notices • 800 line voice mail information 24 hours per day, 7 days per week • 800 line customer service answered by customer service representative • Daily Bank Deposits • Bank reconciliation • Comprehensive monthly management reports on issuance and revenue • All required insurance • Local corporate headquarters * There will be no minimum monthly fee charged for the first six month of this agreement. A review will be done at the end of this six month period to determine if a monthly minimum is needed. Customer Communication (Interactive Voice Response System/ $ 50.00/month Call Recording) and Web Access Includes: • Client access to entire database real-time includes up to six user passwords • Viewing and printing citation management reports 24/7 • Citizen web site access for viewing and paying citations 24/7 CONFIDENTIAL INFORMATION CoduEu1'FIutFc(-S,-hedu1cCup.TiinoFlm-i�-_O'.Joc:04 )L Description — Phase II • Social Security Number Access $ • (One request for multiple citations attached to one violator) Franchise Tax Board Interface (Interagency Intercept Program) Includes: • Database transfers • Multiple debts consolidated to one record with total due • Files sent to IIP • Noticing • Daily deposits • Payment reconciliation • Deposit reconciliation • Toll -free customer service inquiry lines • Web site inquiry and payment access 24/7 • Overpayment verification and refund service • Customer correspondence as required • Forms • Paperwork back-up • Database updating • IIP updating • ' Monthly management reports Fee to Violator for Company Credit Card Usage Option: In -person Hearing and Toll -Free Hearing Appointments (four-hour minimum every 60 to 90 days, two hearings per hour) All correspondence and taped hearings included; interface with court and client, if hearing goes to court. CONFIDENTIAL INFORMATION CodeEnlfiluthecSchaluld'upeiii�ol�e:-is:d .dnc04.doe 5.00/request 15% of collected revenue $ 3.50/use $ 85.00/hr Exhitit B DESCRIPTION ADMINISTRATIVE CITATION PROCESSING AND COLLECTIONS Services required for the processing, collection and appeal of Administrative Citations for you and your affiliated departments are described below. The benefits of using the administrative citation management system are: • Toll free phone inquiries provided for citizens • Web Site access for citation look -up provided for both citizen and Agency • Credit cards payments accepted on-line • System marked real-time • Payment accepted by check, money order, or credit card • Data entry and citation tracking is handled • Reports are available 24/7 on the Web Site for the Agency • Handheld ticket writers are available • Multiple notices sent • Delinquent fees collected • Monthly reports provide payment reconciliation • Monthly reports on citation status • Appeals handled professionally and impartially • Trained and certified hearing officers provided • Documentation is prepared and stored in case of court appeals • Social Security numbers are accessed for Interagency Intercept Program participation • Interagency Intercept Program collections are offered • System marked and documented as payments collected through FTB The process is as follows: • The Agency provides warning(s) to citizen regarding violation(s) and a time frame established for compliance. • The Agency revisits site for compliance, if no compliance the citation is written. • The citation specifies the violation(s) and informs the violator of the time frame from the date of the citation to pay the violation(s) and/or correct it/them. CONFIDENTIAL INFORMATION GAF.inance',Code L'-n(orcernerlt}.Adanirl Citzs'•.Coc�eE sic rce � rcF�recess�eiai107..doc • A copy of the citation is sent to The Company for collection on a daily/weekly basis within 7 days of issuance. • Citations received from the Agency are keyed or entered electronically into The Company citation management database. • The Violator has (per agency) days to pay or contest (appeal) the citation from the date of issue. • If paid, payment will be entered on the Company system and deposited in Agency's bank account. • Upon receipt of the citation for process, if no payment is made within the specified time (by Agency), the Company will mail a first notice of delinquency for payment. • After (per Agency) days from the date of the first notice, if the citation remains unpaid, the Company will mail a second notice of delinquency for the total amount due (including any added penalties). • After (per Agencv) days from the date of the second notice, if the citation is unpaid, the Company will mail a final notice demanding payment. This notice will indicate the future actions that will be taken to collect the fine including submitting the violator's name to the Franchise Tax Board for collection through the Interagency Intercept Program, and that additional processing costs may be added to the fine. • After 30 calendar days from the date of the final notice, if the fine is still unpaid, the Company will place the citation on the Interagency Intercept Program list for submission at the appropriate time. • The Company will then access social security numbers to attach to citations that are eligible for the. program. • All citations attached to the same social security number will be grouped together for submission, with a total amount due showing. • Citations will be placed in the Program during the Company's normal file transfer to the Franchise Tax Board. When the Company places a citation with the Interagency Intercept Program the amount of the fines plus any additional charges will be included on the total amount due by the violator and may be paid in full or in part depending on the amounts available for dispersal. CONFIDENTIAL INFORMATION G:TinancelCode En%rcementlAdrnin GitesTodeEnforcern enProcessDetail 07..doe, Hearing Requests • if violator wishes to contest the administrative citation, a toll free number will have been provided on the citation and upon calling the number the violator will be instructed to put their appeal in writing on a form supplied by The Company (or Agency) and post the entire amount of the bail. • If an appeal is not directed to the Company but received by the Agency, the Agency will forward the appeal to the Company. A review will be scheduled and conducted and the decision will be sent to the citizen. • When the appeal and bail are received within the time frame allowed, the violator will be scheduled for a hearing. This information will be transmitted to the Agency via fax and email. The violator will be notified that the appeal has been approved to go forward and will be notified of the time, date and place of the hearing. • If the appeal is not received within the allowable time frame allowed and/or if the entire bail is not posted both the Agency and the violator will be notified that the appeal request has been denied. • All supporting documentation will be requested by The Company from the Agency (including officer's notes and pictures) for the actual hearing. • Following the hearing, the citizen will receive written confirmation of the decision of the Hearing Officer sent by certified mail with 10 days of the conclusion of the hearing. The Agency will be notified of the same via fax. • If the citation is upheld, the information will include further instructions to the violator, including the time frame for a court appeal if the violator desires to continue to contest. • If the citation is dismissed, the Agency and the violator will be notified and a refund will be generated for the posted bail. • If there is no further appeal within the time frame allowed, the Agency will be notified of the outcome and the case closed. • If the violator appeals to the court he is subject to pay the $25.00 court -filing fee. • The Company will notify the Agency and all supporting information for the case will be forwarded to the Agency for the court appearance. CONFIDENTIAL INFORMATION GAFinancetGode Enforcemeni�-Adirhf) Cifes`,CodeE,if rierr ontProc�ss�etailG7..doc The court decision will be copied to The Company and any refund or correspondence required will be handled. If the court dismisses the citation, the Agency will be responsible for refunding the $25.00 court -filing fee. • The system will be updated with the appropriate information and the case closed. • If there is no response to the notice of delinquency from the violator, the Agency will be notified for a decision on further action. Options include closing the citation unpaid, the Agency filing in small claims court against the violator or notification of the Interagency Intercept Program to attach any state tax returns or lottery winnings that would be paid to the citizen during the year. The Hearing Officer will be an impartial official with previous experience in holding hearings and training on Municipal Code Enforcement and who has been trained according the requirements for administrative hearings as mandated by the California legislature and has additional training from the adjudication manual. The Hearing Officer will not be compensated on a commission basis and there will be no connection between decisions and compensation for the job. Hearing Officers will be subject to review by the Agency at the Agency's expense. The only responsibilities to be borne by the Agency are the provision of space for the in -person hearings to be held on a bi-monthly basis, the referral of the original citations and any requested supporting documentation for hearings, and the occasional appearance at a court hearing. The Company will provide forms, notices; correspondence, scheduling, documentation, database updates, tracking, reporting, banking, a toll -free number for violator questions, web site access, the Hearing Officer and all software and hardware required to handle the job efficiently and effectively. We are confident that the Agency will enjoy the benefits of this unique service. CONFIDENTIAL INFORMATION G:Tinance?code EnforremenAPA—riin Cites'•.CodeCnfn,,rcer-_ntFrocossDetai10T.dor.