HomeMy WebLinkAboutE-05 Scope ofService and Performance Agreement with Data TicketCONSENT ITEM
E-5
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: MARCO MARTINEZ, CITY ATTORNEY
KURT CHRISTIANSEN, FAICP, DIRECTOR OF ECONOMIC AND COMMUNITY
DEVELOPMENT
DATE: FEBRUARY 6, 2017
SUBJECT: APPROVE PROFESIONAL SERVICES AGREEMENT WITH DATA TICKET FOR
THE PROCESSING, COLLECTION AND PROVISION OF HEARING SERVICES
RELATED TO ADMINISTRATIVE CITATIONS ISSUED BY THE CITY
SUMMARY:
Section 53069.4 of the California Government Code authorizes a local agency to utilize civil penalties or
administrative citations as a means of enforcing municipal code provisions. Cities may process these
citations in-house or contract these services to a third-party provider. This action approves an agreement
with Data Ticket to process, collect and provide hearing services related to administrative citations
issued by the City.
RECOMMENDATION:
Staff recommends the City Council take the following actions:
1) Approve a professional services agreement with Data Ticket, Inc. for the processing, collection
and provisions of hearing services related to administrative citations issued by the City; and
2) Authorize the City Manager to execute, in a form acceptable to the City Attorney, a professional
services agreement on behalf of the City.
DISCUSSION:
State and local law authorize the City to issue administrative citations for violations of the Azusa
Municipal Code. (See, A.M.C. §§1-24 through 1-35). Cities may either process their administrative
citations in-house (including collections, accounting and appeals), or they may contract some or all of
these services to a third-party provider.
APPROVED
COUNCIL MEETING
2/6/2017
Approval of Professional Services Agreement with Data Ticket
February 6, 2017
Page 2 of 3
Staff has negotiated the attached proposed agreement with Data Ticket, Inc. whereby it would receive
and process administrative citations referred to it by the City. Once received, Data Ticket will generate
and mail delinquency notices to citizens who have not paid their fine or fee in full. If the fine or fee is
timely paid, Data Ticket will deposit those funds into a City bank account. If it is not timely paid, Data
Ticket will conduct various collections activities, including referral to the State Franchise Tax Board,
placing vehicle registration holds with the DMV (for parking citations), etc. Data Ticket will also
respond to correspondence from citizens requesting refunds, voids, appeals, or asking other questions.
Questions requiring the City’s input/decision will be referred to the City.
Data Ticket will maintain an interactive website that allows the City to access all citations processed by
Data Ticket. The website will also allow citizens to access their specific citation, review status, and pay
fines/fees or request an appeal online. Data Ticket will maintain citation records for a minimum of two
years after close out, which is consistent with the City’s document retention schedule. If a citizen
contests a citation, Data Ticket will, upon the City’s request, schedule and conduct the administrative
appeal in accordance with State law and the City’s Municipal Code. Data Ticket will also prepare a
monthly report outlining all citation revenues collected in the prior month, as well as the status of issued
citations, including date issued, location and nature of violation.
The agreement has an initial five-year term, which may be extended for up to four additional three-year
terms, provided the City gives Data Ticket notice of renewal at least 30 days before the then-current
term expires, and Data Ticket agrees to the extension. The City may also cancel this agreement at any
time, for or without cause, upon 90 days written notice.
The agreement selects “Cost Model 1”, as more particularly set out in the agreement. This is the more
inclusive option whereby Data Ticket provides the bulk of citation processing services. The charge is
$19.00 per citation referred to Data Ticket. While this results in a higher up front cost in contrast to
“Cost Model 2”, more of Data Ticket’s processing services are included within the $19 fee. On the other
hand, “Cost Model 2” has a lower upfront cost ($5.00 per citation), but many of the other services would
be additionally billed on an a la carte basis. Ultimately, staff believes that “Cost Model 1” is the more
cost effective option given the amount of services being sought from Data Ticket.
The agreement is currently for processing of code enforcement administrative citations. Parking
citations are not currently within the scope of the agreement. However, the agreement allows the City
to add parking citations to the scope of services without further action by the City Council. If parking
citations are added at a future date, the price for services will drop from $19 to $15 per citation referred
to Data Ticket.
Overall, Staff recommends that the City Council authorize the City’s entry into the scope of service and
performance agreement with Data Ticket, Inc. for processing of administrative citations issued by the
City, on the terms and conditions specified therein.
FISCAL IMPACT:
The cost of the services to be performed are covered by a processing fee included in the citation. Based
on the average number of administrative citations issued by the City, an additional $3600 in revenue
will be generated annually.
Approval of Professional Services Agreement with Data Ticket
February 6, 2017
Page 3 of 3
Prepared by: Fiscal Impact Reviewed by:
Marco Martinez Talika M. Johnson
City Attorney Director of Finance
Reviewed and Approved: Reviewed and Approved:
Louie F. Lacasella Troy L. Butzlaff, ICMA-CM
Management Analyst City Manager
Attachment:
1) Scope of Service and Performance Agreement with Data Ticket, Inc.
4600 Campus Drive, Suite 200
Newport Beach, CA 92660
888-752-0512
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ATTACHMENT A
SCOPE OF SERVICE AND PERFORMANCE AGREEMENT
Data Ticket, Inc.
4600 Campus Drive, Suite 200
Newport Beach, California 92660
(here‐in‐after sometimes referred to as "COMPANY")
AND
THE CITY OF AZUSA
213 EAST FOOTHILL BOULEVARD
AZUSA, CALIFORNIA 91702
(here‐in‐after sometimes referred to as "AGENCY"),
The Company intends to provide for the processing of fines, bail and forfeiture thereof, in connection
with the issuance of administrative citations/debts pursuant to AGENCY’S Municipal Code and the laws
of the California.
ARTICLE I ‐ CITATION PROCESSING
1.1 Referral and Reconciliation: COMPANY shall receive and process administrative citations/debts
which COMPANY shall receive from AGENCY. COMPANY will provide a reconciliation of the number of
citations/debts received from AGENCY.
1.2 Determination of Processable Citations/Debts: COMPANY shall screen each administrative
citation/debt referred to it by AGENCY to determine if the citation/debt is processable. If the
citation/debt is determined by COMPANY to be unprocessable (e.g., essential processing information is
missing), COMPANY shall return the citation/debt to AGENCY within seven (7) days of receipt, by
COMPANY'S office, for clarification. COMPANY will be paid the contractual rate hereinafter provided, for
citations/debts properly returned to the AGENCY as unprocessable.
1.3 Collection and deposit of funds: A "direct deposit" system shall be employed for all funds received in
payment of citations/debts. The AGENCY shall own the account and deposits shall be made directly into
the account by the COMPANY for the collecting AGENCY. The COMPANY will invoice the AGENCY for
services rendered. Payment in full shall be due within thirty (30) days after which interest shall be
accrued at the rate of 1.5% monthly, (or lower if any statutes, rules or regulations prohibit this rate).
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Newport Beach, CA 92660
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1.4 Identification of Registered Vehicle Owners: COMPANY shall exert best efforts and attempt to obtain
the name and address of the registered vehicle owner from the State Department of Motor Vehicles
(DMV) and DMV’s nationwide for each vehicle for which a parking citation has been issued but payment
for which has not been received within the required time period. COMPANY shall follow all procedures
specified by the DMV, and be consistent with the Vehicle Code when identifying registered vehicle
owners.
1.5 Verification of Ownership: COMPANY will take reasonable measures to identify and verify registered
vehicle owners. Such measures will take into consideration factors such as 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.
1.6 Delinquency Notices for Administrative Citations/Debts: In accordance with State law and AGENCY’s
Municipal Code, COMPANY will generate and mail (presorted, first‐class postage) no sooner than
allowable by law, a delinquency notice to all identified patrons who are not in compliance and have not
paid the applicable fines or fees in full. These notices will indicate future actions to be taken in order to
collect the fines or fees owed the AGENCY. For parking citations, the mailed notice will include all
information required by the State Vehicle Code, including, but not limited to the following:
A. The 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
arrest);
C. The amount of fines and fees due and payable;
D. Affidavit of Non‐Ownership.
1.7 Registration Holds: The COMPANY will provide the system and procedures and will interface with
the 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 Vehicle Code and any other applicable
State and local laws. The notification will be given within a reasonable period of time after issuance of a
delinquency notice. The period of time will not exceed the time limits provided by State and local law.
1.8 Removal of Registration Holds: COMPANY will provide the system and procedures and will interface
with the State Department of Motor Vehicles to remove registration holds when a registered vehicle
owner satisfies the entire amount of parking citation fines and fees due against the vehicle and
establishes such payment to the satisfaction of COMPANY.
1.9 Franchise Tax Board Interface: The Franchise Tax Board Interagency Intercept Program will be used
in the process. A notice merging all administrative citations/debts owed the AGENCY will be sent to the
patron showing the total amount due the AGENCY for administrative citations/debts and demanding
payment. If payment is not received in full, social security numbers will be attached to each debt (if
available) and the debt will be placed with the Franchise Tax Board for collections.
1.10 Contested Citations: In the event a patron disputes the liability for the outstanding administrative
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citation/debt, COMPANY will advise the patron of his/her right to request an appeal according to the
laws in the sState and/or AGENCY of citation issue. All contested citations/debts will be forwarded to
the appeals administrator or AGENCY within the prescribed time period so that the matter can be
adjudicated.
1.11 Appeals: If requested by AGENCY, the COMPANY will schedule and conduct appeals in accordance
with State law and AGENCY’S Municipal Code, to respond to patrons wishing to contest their
citations/debts. The COMPANY will provide a toll‐free number for contestants to call, correspond with
contestants and notify them of decisions; maintain records of dispositions and appeal paperwork and
refer all paperwork to Court if required. The COMPANY shall not be responsible for the AGENCY'S failure
to provide correct or timely infraction information. The AGENCY shall be responsible to pay any court
filing fees due, if appeals are sent to Court and earlier decisions are overturned by the Court.
1.12 Citations Disposed of by Hearing/Court: The COMPANY may be required, as a result of court action,
to reduce or cancel, on an individual basis, administrative citations/debts which have been referred to it.
COMPANY shall be paid the contractual rate hereinafter provided for processing the citation/debt
regardless of the outcome of court action. COMPANY will maintain records indicating any reduction or
cancellations of citations/debts as a result of hearing/ court action. Citations/debts that are dismissed
as a result of hearing/court action, will have the dismissal processed by the COMPANY promptly after
receipt from the hearing/court.
1.13 Suspension of Processing: COMPANY will suspend processing on any citation/debt referred to it for
processing upon written notice to do so by an authorized officer of the AGENCY. COMPANY will
promptly return any citation/debt or facsimile properly requested by the AGENCY. COMPANY will
maintain records indicating any suspension of citation/debt as a result of AGENCY'S request. COMPANY
shall be paid the contractual rate hereinafter provided for processing the citations suspended by the
AGENCY.
1.14 Payments by U.S. Mail: It is the patron’s responsibility to ensure that payments are received on or
before the date due. The date received by the COMPANY will be the criteria to establish any delinquent
fines or fees due.
1.15 Administrative Citation System Master File Update: COMPANY will regularly, on a daily basis,
update the citation/debt database with new citations/debts, payments, reductions, cancellations,
dismissals and any other pertinent data.
ARTICLE II ‐ PAYMENT PROCESSING
2.1 Disposition Processing: COMPANY will maintain all citation/debt dispositions for a minimum of two
(2) years after close out. Closed citations/debts will remain on‐line for at least one (1) year, for research
and statistical purposes.
2.2 Payments Processing: COMPANY shall process citation/debt payments within twenty‐four (24) hours
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of receipt. Payments shall be immediately posted in one (1) of three (3) following categories:
"Regular Payments" are payments with the correct amount due, paid on or before the due date. (This
includes payments properly complying with prior delinquent notices).
"Partial Payments" are payments paid for less than the amount of the fine or fee due. A notice or
additional correspondence may advise defendant of late charges and/or incorrect fines/fees.
"Appeal Requests" including payment are all requests for administrative/court hearings by patrons.
These requests are sorted so that any payment submitted is immediately posted, and appeal hold is
placed on the citation/debt and if needed the original citations/debts are retrieved for the appeal to be
heard.
2.3 Miscellaneous Letters Processing: COMPANY will receive and review all miscellaneous
correspondence. These are generally letters requesting refunds, voids, or otherwise setting forth
complaints. These letters will be researched by COMPANY and may be forwarded to AGENCY by
COMPANY for proper follow‐up.
2.4 Batching Procedures: COMPANY shall maintain an effective method of internal control procedures.
Such procedures shall involve reconciliation of all payments received using generally accepted
accounting principles. After proper reconciliation, deposit slips shall be prepared for and deposits made
at the appropriate bank, including an itemized listing of all batch numbers included in the deposit. The
batch of citation payment documentation shall then be scanned and stored electronically on the
network for a minimum period of three (3) years.
2.5 Cash Payments: COMPANY shall maintain an effective method of handling cash payments. All cash
received through the mail, shall be logged in a cash journal. Thereafter, effective internal control
procedures shall be implemented to reconcile such payments, using generally accepted accounting
principles.
2.6 Deposits: All deposits shall be made daily, subject to regular banking hours.
Deposits shall be itemized and detailed information will be captured regarding submitted funds. Deposit
slips shall be prepared in triplicate. If a joint account
between COMPANY and AGENCY is opened, all deposits shall be directly deposited and COMPANY shall
perform all reconciliation and check generation along with monthly invoicing. If only the AGENCY'S
designated bank account is used, COMPANY will deposit directly into the designated account, but will
have no authorization to perform any other duties. Monthly invoicing will be generated by the citation
management system and AGENCY will be responsible to reconcile the account and cut all checks. In that
case, AGENCY will supply deposit slips and endorsement stamp to COMPANY.
2.7 Revenue Report: A monthly revenue report will list all revenues received during a given month. This
report will also provide information regarding the AGENCY'S responsibility for any taxes on collected
funds.
4600 Campus Drive, Suite 200
Newport Beach, CA 92660
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ARTICLE III – WEB SITE
3.1 Citation Management Web Site: The COMPANY offers a web site for AGENCY review and interface of
its database, including all citations/debts and information relating to changes in status.
3.2 Patron Web Site Access: When the AGENCY has web site access, the citizens who receive
citations/debts will be able to access the web site to review their individual citations/debts, pay on‐line
and appeal on‐line.
3.3 Web Site Interaction: The web site may be “view only” or “interactive,” for AGENCY staff depending
on requirements of the AGENCY.
3.4 Web Site Reports: Web site reports are available to the AGENCY on a daily 24/7 schedule and export
into Excel for easy flexible reporting.
3.5 Web Site Cost: User ID’s and passwords will be assigned to the AGENCY at
no cost.
ARTICLE IV – ADDITIONAL SERVICES
4.1 CVC 40215: Services provided include accepting, scheduling, reviewing and hearing of first and
second level administrative appeals, interfacing and providing backup for Court appearances and
notifying AGENCY contestants by phone and in writing of decisions. The AGENCY shall be responsible to
pay the $25.00 Court filing fee if the review and administrative hearing decisions are overturned by the
Court.
4. 2 Other Collections: COMPANY shall retain a percent of payments collected on delinquent citations
which have been processed in accordance with the current Agreement, and meet the following criteria:
A. Delinquent citations; those for which the California State Department of Motor
Vehicles have been placed on a registration hold and/or dropped from the
registration hold due to a transfer of ownership or non‐renewal of registration or a
registration hold has not been placed, but the normal daily processing cycle is
complete.
B. Citations with out‐of‐state license plates.
C. Any other problem or special citations that AGENCY so
designates and refers to COMPANY under this Agreement.
4.3 Postal Rate Increase: The COMPANY will maintain auditable records to document the COMPANY'S
actual postage costs associated with the mailing of delinquency notices for unpaid citations and for
other mailings related to the processing of correspondence. If there is a postal increase, that increase
will be invoiced effective on the date that the postal rate increase goes into effect.
4600 Campus Drive, Suite 200
Newport Beach, CA 92660
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ARTICLE V ‐ GENERAL
5.1 Public Inquiries: The COMPANY will respond to reasonable inquiry by telephone or letter of a
nonjudicial nature. Inquiries of a judicial nature will be referred to the AGENCY for determination,
unless the COMPANY has been designated to handle appeals.
5.2 COMPANY Limitations: COMPANY will not take legal action or threaten legal action in any specific
case without AGENCY'S prior approval.
5.3 Use of Approved Forms: AGENCY shall have the right to reasonable approval of all forms,
delinquency notices, and correspondence sent by the COMPANY. These must conform to State and local
law.
5.4 Books and Records: COMPANY will maintain adequate books or records for administrative
citations/debts issued within the AGENCY'S jurisdiction and referred to COMPANY for processing. Such
books or records, and related computer processing data, shall be available for reasonable inspection and
audit by AGENCY at the COMPANY'S location at reasonable times upon adequate prior notice to
COMPANY.
5.5 Ownership: All reports, information, and data, including but not limited to computer discs, files, and
tapes furnished or prepared by the COMPANY, (collectively the "Materials"), are and shall remain
exclusively the sole property of COMPANY, and the AGENCY shall acquire no right or title to said
Materials. All computer software and systems, related automated and manual procedures, instructions,
computer programs, and data storage media containing same, and written procedures performed
hereunder (collectively the "System") are and shall remain exclusively the sole property of COMPANY,
and the AGENCY shall acquire no right or title to said Systems. Notwithstanding the foregoing, all
documents, reports, information, records, and data arising out of this Agreement or relating to the
AGENCY or the AGENCY’s administrative citation program are and shall remain exclusively the sole
property of AGENCY, and the COMPANY shall acquire no right or title to said AGENCY materials.
5.6 Property of AGENCY: All documents, records, discs, files and tapes supplied by AGENCY to COMPANY
in performance of this agreement are agreed to be and shall remain the sole property of AGENCY.
COMPANY agrees to return same promptly to AGENCY no later than forty‐five (45) days following notice
to the COMPANY. The AGENCY shall make arrangements with COMPANY for the transmission of such
data to the AGENCY upon payment to COMPANY of the cost of copy and delivery of such tape from
COMPANY'S computer facilities to AGENCY'S designated point of delivery, plus any open invoices.
5.7 Confidentiality: In order to enable COMPANY to carry out its work hereunder, to some extent it will
have to impart to the AGENCY'S employees information contained in the Materials and Systems
(collectively the "CONFIDENTIAL DATA"). The AGENCY agrees that information contained in the data that
was marked in writing as "CONFIDENTIAL", "PROPRIETARY" or similarly, so as to give notice of its
confidential nature, when submitted to the AGENCY by COMPANY shall be retained by AGENCY in the
strictest confidence and shall not be used or disclosed in any form except in accordance with paragraph
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5.8 hereinbelow or in accordance with the requirements of the California Public Records Act. The
AGENCY recognizes that irreparable harm could be occasioned to COMPANY by disclosure of
CONFIDENTIAL DATA that is related to its business and that COMPANY may accordingly seek to protect
such CONFIDENTIAL DATA by enjoining disclosure.
5.8 Consent for Disclosure: No report, information, data, files, or tapes furnished or prepared by
COMPANY or its subcontractors, successors, officers, employees, servants, or agents shall be made
available to any individual or organization without the prior written approval of AGENCY other than to
individuals or organizations that are necessary to properly effectuate the terms and conditions of this
agreement. This Non‐Disclosure obligation shall survive the Termination of this Agreement.
Notwithstanding the foregoing, the COMPANY acknowledges that the AGENCY is a public agency subject
to the California Public Records Act (Gov. Code §§ 6250 et seq.) (the “Act”). Upon its execution, this
Agreement and any document or record, related thereto may be subject to disclosure pursuant to the
Act. To the extent that a related document is requested under the Act and such document(s) includes
CONFIDENTIAL DATA, the AGENCY shall notify the COMPANY of such request and shall use its best
efforts to redact any CONFIDENTIAL DATA as allowed under the Act.
5.9 COMPANY Files: COMPANY shall maintain master files on administrative citations referred to it for
processing under the scope of services. Such files will contain records of payments, dispositions, and
any other pertinent information required to provide a reasonable audit trail.
5.10 Storage for AGENCY:
A. COMPANY agrees to store original citations/debts, manually scanned or received
electronically, on the network for a minimum of three (3) years. AGENCY relieves
COMPANY of all liability costs associated with data released by AGENCY to any other
person or entity using such data.
B. Subsequent to the termination of the agreement, COMPANY will return all hard
copies to the AGENCY or shred them. If requested, an electronic file, diskette or CD
of all processed data will be available to the AGENCY.
ARTICLE VI ‐ REPORTS
6.1 Periodic Reports: COMPANY will submit reports to AGENCY each month following the month in
which activity has been reported. The reports will track activities relating to performance under this
agreement. Among the reports, which COMPANY may/will generate, are the following:
A. Report of Revenue Collected for Period
B. Report for Administrative Citations/Debts Issued for Period
C. A balanced summary report for issuing AGENCY providing the status of all
citations/debts at the beginning of the period, current period and at the end of the
period.
D. A report for issuing AGENCY identifying individuals owing the AGENCY selected
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amounts.
E. A report for issuing AGENCY identifying the citations/debts issued, location, and
violation by officer.
6.2 PCI Compliance Reports/Certificates: Quarterly and Ad Hoc certificates will be sent to the AGENCY.
6.3 Annual Reports: Annually, COMPANY shall comply with existing state laws.
ARTICLE VII – TERM OF CONTRACT AND COSTS
7.1 Terms and Renewals: This Agreement shall be for an initial period of five (5) years commencing as of
the last date of signature, after which this Agreement shall terminate, unless notice of renewal is given by
AGENCY to COMPANY in writing no less than 30 days prior to the end of the scheduled term, and accepted
by COMPANY. If AGENCY gives its notice of renewal and COMPANY agrees, this Agreement shall
automatically renew for an additional three (3) year period. This Agreement may be renewed for up to four
three (3) year renewal terms.
7.2 Cancellation: Upon a material breach or upon ninety (90) days written notice
to the COMPANY without cause, the AGENCY may cancel or terminate this Agreement. The COMPANY shall
have thirty (30) days to cure any material breach or defect set forth in the written termination notice
provided by the AGENCY.
7.3 Exclusivity: AGENCY agrees to utilize only the services of the COMPANY
during the term of the Agreement for the processing of the administrative citations referred to above.
AGENCY agrees during the term of the Agreement, to not directly or indirectly engage a competitor of the
COMPANY for the performance of the services provided by the COMPANY under this Agreement.
7.4 Costs: Please see Cost Proposal for all associated costs. The AGENCY elects “Cost Model 1,” as
provided in Exhibit “A”, which is attached hereto and incorporated herein by reference. The AGENCY may,
in its sole discretion, elect to use “Cost Model 2,” as provided in Exhibit “A”, as long as it provides thirty (30)
days’ written notice to COMPANY. Such election of an alternative cost model, as provided in Exhibit “A,”
shall not require any amendment to this Agreement.
ARTICLE VIII – CLAIMS AND ACTIONS
8.1 AGENCY Cooperation: in the event any claim or action is brought against
COMPANY relating to COMPANY’S performance or services rendered under this Agreement, COMPANY shall
notify the AGENCY, in writing, within ten (10) days, of said claim or action.
8.2 Hold Harmless: COMPANY and AGENCY agree to the following hold harmless
Clauses:
A. COMPANY agrees to indemnify, defend, and hold harmless the AGENCY and its officers and
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employees against all claims, demands, damages, costs, and liabilities arising out of, or in
connection with the performance by COMPANY or AGENCY or any of their officers, employees or
agency under this AGREEMENT, excepting only loss, injury or damage caused solely by the
negligent acts or omissions of AGENCY or any of its officers or employees.
B. AGENCY agrees to indemnify, defend and hold harmless the COMPANY and its officers and
employees against all claims, demands, damages, costs and liabilities for loss, injury or damage
caused solely by the negligent acts or omissions of AGENCY or any of its officers or employees
arising out of or in connection with the performance by the AGENCY or any of its officers or
employees under this AGREEMENT.
ARTICLE IX – SUBCONTRACTORS AND ASSIGNMENTS
9.1 Subcontracting: With the AGENCY’S prior written consent, COMPANY may engage subcontractors as
permitted by law to perform the duties set forth herein, at COMPANY’S own expense. Subcontractors shall
be deemed agents of COMPANY.
9.2 Assignments: This contract may not be assigned without the prior written consent of the AGENCY. It is
understood and acknowledged by the parties that the COMPANY is uniquely qualified to perform the
services in this Agreement.
ARTICLE X ‐ INDEPENDENT COMPANY
10.1 COMPANY’S Relationship: COMPANY’S relationship to the AGENCY in the
performance of this Agreement is that of an independent COMPANY. Personnel performing services under
this Agreement shall at all times be under COMPANY’S exclusive direction and control and shall be
employees of COMPANY and not employees of the AGENCY. COMPANY 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
COMPANY nor any officer, agent, or employee of COMPANY shall obtain any right to retirement benefits or
other benefits which accrue to employees of AGENCY, and COMPANY hereby expressly waives any claim it
might have to such rights.
ARTICLE XI – INSURANCE
11.1 Insurance Provisions: COMPANY shall provide and maintain at its own expense during the term of this
Agreement, the following policy or policies of insurance covering its operations hereunder. Such insurance
shall be provided by insurer(s) satisfactory to the AGENCY and certificates of such insurance shall be
delivered to the AGENCY on or before the effective date of this Agreement. Such certificates shall
specifically identify this Agreement and shall not be cancelled, reduced in coverage or limits or non‐
renewed except after thirty (30) days written notice has been given to the AGENCY.
A) Comprehensive general liability insurance covering bodily and personal injury and property
damage. Limits shall be in an amount of not less than two million ($2,000,000) dollars per
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occurrence. Such insurance policies shall name the AGENCY, its officers, agents and employees,
individually and collectively, as additionally insured. Such coverage for additional insured 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.
B) Comprehensive automobile liability, owned, non‐owned and hired vehicles with not less than one
million ($1,000,000) dollars combined single limit, per occurrence for property damage and for
bodily injury or death of persons. Such insurance shall include the same additional‐insured and
cancellation notice provisions as specified above and may be combined with the comprehensive
general liability coverage required above.
C) Throughout the period of the Agreement, COMPANY, at its sole cost, shall maintain in full force
and effect a policy of worker’s compensation insurance covering all of its employees as required
by the labor code of the State of California.
D) Professional Liability insurance with minimum limits of one million ($1,000,000). Covered
professional services shall specifically include all work to be performed under the Agreement and
delete any exclusions that may potentially affect the work to be performed. If coverage is written
on a claims‐made basis, the retroactive date shall precede the effective date of the initial
Agreement and continuous coverage will be maintained or an extended reporting period will be
exercised for a period of at least three (3) years from termination or expiration of this
Agreement.
ARTICLE XII – ENTIRE AGREEMENT
12.1 Integrated Agreement: This contract is intended by the parties as a final expression of their Agreement
and also as a complete and exclusive statement of the terms thereof, 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 or waiver of any of the provisions shall be effective unless in writing
and signed by both parties.
12.2 Law Applicable: This Agreement shall be construed in accordance with the Laws of the State of
California. In the event of any dispute between the Parties that is submitted to a court of competent
jurisdiction, venue shall be in Los Angeles County.
12.3 Notice 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:
12.4 Attorney's Fees. If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party
in such litigation shall be entitled to have and recover from the losing party reasonable attorney's
fees and all other costs of such action.
4600 Campus Drive, Suite 200
Newport Beach, CA 92660
888-752-0512
Sales@DataTicket.com
- 11 – 01/19/17
12.5 Amendment; Modification. No supplement, modification, or amendment of this Agreement
shall be binding unless executed in writing and signed by both Parties.
AS TO THE AGENCY:
THE CITY OF AZUSA
213 EAST FOOTHILL BOULEVARD
AZUSA, CALIFORNIA 91702
AS TO THE COMPANY:
4600 Campus Drive, Suite 200
Newport Beach, CA 92660
888-752-0512
Sales@DataTicket.com
- 12 – 01/19/17
DATA TICKET, INC.
A California Corporation
4600 CAMPUS DRIVE, STE 200
NEWPORT BEACH, CALIFORNIA 92660
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and
year last written below.
AGENCY: COMPANY:
CITY OF AZUSA DATA TICKET, INC.
____________________________________ _________________________________
Signature Signature
____________________________________ _________________________________
Print Name and Title Print Name and Title
____________________________________ _________________________________
Date Date