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AGREEMENT FOR PROCESSING PARKING CITATIONSAGREEMENT FOR PROCESSING PARKING CITATIONS This Service Agreement is made by and between Citation Management, a division of Professional Account Management LLC, a Duncan Solutions Company, 633 W. Wisconsin Avenue, Suite 1600, Milwaukee, WI 53203, hereinafter referred to as "Contractor" and The City of CLEARWATER, FL, a municipal corporation existing under the laws of the State of Florida, P. 0. Box 4748, Clearwater, Florida 33758-4748, hereinafter referred to as "Agency" and entered into this lu day ofs!?:pfi^+4aew , 2010. The parties intend by this Agreement to provide for the processing of fines, penalties, and forfeiture thereof, in connection with the issuance of citations for parking violations, and the collection of delinquent parking fines and penalties pursuant to the code of ordinances of the City of Clearwater and Florida State Statutes. In the furtherance of this purpose, the parties do hereby agree to the following terms and conditions, specified herein as defined in the Request For Proposal (#11-10), Addenda (Questions and Answers) to the RFP #11-10, Duncan's response to the RFP #11-10 dated May 4, 2010 and Duncan's letter dated July 8, 2010. ARTICLE I - PROCESSING 1.1 REFERRAL AND RECONCILIATION Contractor shall receive and process parking citations, which the Agency mails or delivers to the Contractor. The Agency shall deliver, mail, or transmit all parking citations issued daily. The Contractor will make three (3) drop box pickups of parking citations each week at one (1) location to be determined within the City of Clearwater. The Contractor will provide a local bonded courier service to empty and secure the contents of the drop box and have delivered to the Contractor overnight. Contractor will provide a daily reconciliation of the number of citations delivered by the Agency. 1.2 COMPUTER PROGRAMS AND HARDWARE Contractor will provide all the computer programs, written procedures and other supporting items used in carrying out the purpose of this Agreement. The Contractor shall provide the Agency with the Model Series X3LCI AutoCITE Handheld Computers. The Contractor shall be responsible for the warranty and maintenance of all the hardware and software including the AutoCITEs and other computer equipment listed on Exhibit A. The Agency is responsible for any damage, loss, and/or theft of any/all computer hardware, software, and/or equipment used by the Agency at the Agency location. 1.3 BASE PROCESSING Citations issued by the Agency (AutoCITE or manual) will be entered onto the Contractor's Service Center Computer System and cleared upon payment or other disposition. Requests for Registered Owner Confidential Page 1 information will be sent to the appropriate Departments of Motor Vehicles (DMV). The Notice of Illegal Parking (NOI) will be generated to the Registered Owner and the penalty or fine amount requested. Return payments will be made directly to the Contractor. DMV registration holds will be placed on vehicles having unpaid parking fines and fees due against those vehicles according with the Florida Vehicle Code and other applicable state and local laws. The Contractor will be responsible for any and all Court, State, and DMV charges for the hold placement. DMV holds shall be removed through DMV when the registered owner satisfies the entire amount of parking citation fines, fees, and penalties due against the vehicle. Once the citations have been entered into the system, it will be the Contractor's responsibility to complete all the processing required by the Agreement, even after the termination of the Agreement. 1.4 NOTICE GENERATIONS AND MAILING The Notice of Illegal Parking (NOI) will be generated by Contractor and mailed by the Contractor to the Registered Owner requesting the penalty and/or fine amount due. Postage for the notices will be paid by the Contractor. Return payments will be made payable to the Agency and mailed directly to the Contractor. The Contractor will complete all collections and banking activity. 1.5 SUSPENSION OF PROCESSING Contractor shall suspend processing any citation referred to it for processing upon written notice to do so by the Agency. Contractor shall maintain records indicating any suspension of a citation as a result of Agency's request. Contractor shall be paid the contractual rate hereinafter provided for processing these suspended citations. 1.6 COMPUTER SYSTEM Contractor will provide Agency with Internet inquiry capability at the Agency location for inquiry into the system for retrieval of parking citation information. This capability will be in the form of five (5) concurrent user licenses installed at the Agency location. The Agency will be responsible for all connection and/or line costs. 1.7 CONTESTED CITATIONS In the event a registered vehicle owner disputes the liability for the outstanding parking citation, the Contractor shall advise the registered vehicle owner of his/her right to request a court appearance, or an administrative review or hearing by the Agency. 1.8 CITATIONS DISPOSED OF BY REVIEW HEARING OR COURT The Contractor, as a result of an administrative review or hearing, or court action, may be required to reduce, cancel or void, 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 7/27/2010 & regardless of the outcome of such action. Contractor shall maintain records indicating any reduction or cancellations of parking citations as a result of such action. 1.9 SERVICE OPTIONS Agency shall receive, and pay for services as outlined in Attachment "A" (Schedule of Fees). 1.10 OUT-OF-STATE CITATIONS FOLLOW-UP COLLECTIONS Parking citations issued on out-of-state registered vehicles will be entered onto the system the same as in-state citations. If they become delinquent (as specified in Attachment A) a collection follow-up process will be completed by the Contractor. Requests for registered owner information will be sent to the appropriate state agency and delinquent notices will be mailed. The fine and penalty amounts will be requested from the registered owner and instructions issued for payment to be to the Contractor. The fee for this follow-up collection service is listed on Attachment "A". 1.11 COLLECTION AND DEPOSIT OF FUNDS At the direction of the Agency, the Contractor shall collect and deposit monies received for the payment of parking citation fines and fees into the Agency's parking fine processing bank account at a financial institution designated by the Agency. The Agency will be responsible for all costs related to the Agency's parking fine processing bank account. Contractor will receive payments from vehicle owners through the mail and will provide and maintain at it's expense a Post Office Box for receipt of parking citation payments at a Post Office of the Contractor's choice local to the Contractors designated Payment Processing Center. 1.12 IVR PAYMENTS Contractor shall provide the public with the ability to pay parking citations using an accepted credit card via the Contractor provided Interactive Voice Response system. The cost for this service, including credit card discount fees, will be recovered by the Contractor in the form of a convenience fee assessed to the violator for each such credit card payment. This service will allow citizens to pay multiple citations with one transaction and incur a single convenience fee. Funds received from credit card payments made via the Contractor's IVR system will be deposited to a Merchant Services Account maintained by the Contractor at the Contractor's expense. The balance of the Merchant Services account will be transferred to a bank account designated by the City on a weekly basis. 1.13 INTERNET PAYMENTS At the option of the Agency, the Contractor shall provide the public with the ability to pay parking citations using an accepted credit card via the Contractor provided Internet payment site. The costs for this service, including credit card discount fees, will be recovered by the Contractor in Confidential Page 2 the form of a convenience fee assessed to the violator for each such credit card payment. This service will allow citizens to pay multiple citations with one transaction and incur a single convenience fee. Funds received from credit card payments made via the Contractor's Internet system will be deposited to a Merchant Services Account maintained by the Contractor at the Contractor's expense. The balance of the Merchant Services account will be transferred to a bank account designated by the City on a weekly basis. ARTICLE II - GENERAL 2.1 PUBLIC INQUIRIES The Contractor will process telephone calls, and correspondence. Explanations of the process for contesting violations, including the judicial appeal of the administrative review, hearing, or court appearance that may come to the attention of the Contractor, will be handled by the Contractor with the guidelines set forth in the Vehicle Code and the Agency. The Contractor, under strict guidelines of the Agency or Court, will schedule Court and/or Agency Hearings and Administrative Reviews where applicable. 2.2 CONTRACTOR LIMITATIONS Contractor may not do any of the following, without Agency's prior approval, in writing: (a) Take any legal action; (b) Threaten any legal action; or (c) Make any communication, oral or written, regarding potential legal action. (d) Disclose any information regarding driving records or registration information which is in violation of the provisions of the laws of the State of Florida. 2.3 USE OF APPROVED FORMS All forms, delinquency notices, and correspondence sent by the Contractor must conform to State and local law and Agency procedures, and be approved by the Agency. 2.4 TAXES AND FEES The Contractor will meet any Agency requirements for a Business License, Local or State Sales or Use Taxes, but the cost of such license, state or local taxes, or any other recurring fees will be the responsibility of the department operating our systems. The Contractor will pay these taxes or fees when required. ARTICLE III - COMPENSATION The Agency shall compensate the Contractor for services according to the Schedule of Fees attached hereto as Attachment "A" and the terms of this Article III. 7/27/2010 V 3.1 PROCESSING SERVICES For performance of the processing services described in Article I, the Agency will pay the Contractor the rate set forth on the Schedule of Fees, Attachment A, for each parking citation entered and processed by the Contractor, regardless of the ultimate disposition or processability of such citation. No extra processing charge shall be made for a citation determined to be unprocessable pursuant to paragraph 1.1 and subsequently corrected and re- entered into the database. Delinquent In-State and Out-of-State Collection Services, Special Collection Processing Services and any other follow-up services are in addition to regular processing as described in the Schedule of Fees. The contingency fees are only for delinquent In-State and Out-of-State Collection Services, delinquent Special Collection Processing Services and/or any other delinquent follow-up services, are not for citations in those categories which are paid prior to referral for Collection Services. 3.2 BILLING AND PAYMENT PROCEDURES Contractor shall provide the Agency on a monthly basis with a statement and fee analysis that accurately reflects the fees earned during the preceding period. Contractor will invoice the Agency on a monthly basis and the Agency will issue payment via a check or electronic payment to the Contractor. Payment terms will be net 20 days from invoice date. A 1.5% service charge per month will be assessed on any balance 60 days or greater in age. The Agency shall either approve or reject the statement and fee analysis. If these documents are rejected by the Agency, Contractor will be notified, and both parties shall use their best efforts to resolve the disputed items. 3.3 CONSUMER PRICE INDEX AD3USTMENTS The Contractor will be entitled to a cost of living adjustment to take effect on the first day of contract year three (3) of this Agreement and each annual renewal period thereafter based on the United States Department of Labor, Consumer Price Index, All Items, Unadjusted, Urban Areas (CPI-U) for the previous twelve (12) month period ending March 3VI. Contractor must notify the Agency in writing prior to April 301" with the new per ticket fee and the inflationary rate used to determine the new fee structure. ARTICLE IV - TERM OF AGREEMENT 4.1 PERIOD OF PERFORMANCE The Period of Performance under this Agreement shall be for three (3) years and shall commence upon the approval as attested by the signing by the Agency and the Contractor. 4.2 RENEWAL The term of the Agreement may then be automatically renewed annually for additional two Confidential Page 3 (2) one (1) year periods at the Agency's option with the written mutual agreement of both parties, after the initial three (3) year period. 4.3 PRICE INCREASES The Contractor may request other price increases, thirty (30) days prior to date of the Agreement. Any increase in price for this Agreement, excepting CPI in paragraph 3.3, shall require prior written approval by the Agency. 4.4 TERMINATION This Agreement may be terminated in writing, without cause, by either party upon one-hundred twenty (120) days written notice to the other party, from the date of execution of the Agreement. This Agreement may be terminated upon the failure of either party hereto to fulfill any of its obligations under this Agreement provided that the party aggrieved by such default has given to the other party written notice of such default and, for a period of sixty (60) days from the date of such notice, and the defaulting party has failed or refused to remedy such default. 4.5 COMPENSATION Upon termination of this Agreement, Contractor shall be compensated for parking citations processed through the date of termination of the Agreement. 4.6 APPROPRIATION CLAUSE This Agreement shall be subject to the availability of an appropriation by the City of Clearwater in each fiscal year; provided, however, that (i) the City of Clearwater and agrees to use its reasonable best efforts to obtain such appropriation in its budget, and (ii) that in the event the City of Clearwater fails to obtain an appropriation for the services described herein, the City of Clearwater covenants and agrees that it will not permit any other person or entity to provide the same or similar services. ARTICLE V - CONFIDENTIALITY 5.1 MATERIALS CONFIDENTIAL All reports, information, data files and tapes furnished or prepared by the Contractor, its sub- contractors, successors or assigns (to the extent hereinafter allowed) for the purpose of transmittal to the Agency pursuant to this Agreement are confidential. 5.2 CONSENT REQUIRED FOR DISCLOSURE No report, information, data files, or tapes furnished or prepared by the Contractor or its sub-contractors, successors or assigns, shall be made available to any individual or organization without the prior written approval of the Agency, other than individuals or organizations who are reasonably necessary to effectuate the terms and conditions of this Agreement or as required by State law. 7/27/2010 ARTICLE VI - CLAIMS AND ACTIONS ARTICLE VII - SUB-CONTRACTING AND ASSIGNMENTS 6.1 REASONABLE ASSISTANCE OF CONTRACTOR In the event any claim or action is brought against the Agency relating to Contractor's performance or services rendered under this Agreement, the Contractor shall render any reasonable assistance and cooperation, which the Agency might require. 6.2 AGENCY COOPERATION In the event any claim or action is brought against the Contractor relating to the Contractor's performance of services rendered under this Agreement, the Contractor shall notify the Agency, in writing, within five (5) days, of said claim or action. Agency shall render any reasonable assistance and cooperation that the Contractor might require. 6.3 INDEMNIFICATION BY CONTRACTOR Contractor agrees to indemnify and hold Agency harmless against any and all liability, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of acts of the agents, servants, employees, successors, or assigns (to the extent hereinafter allowed) of the Contractor during the term of this Agreement. 6.4 INDEMNIFICATION BY AGENCY Agency agrees to indemnify and hold Contractor harmless against any and all liability, costs, and expenses, including attorney's fees, occasioned by claims or suits for loss or damages arising out of acts of the agents, servants, employees, successors, or assigns (to the extent hereinafter allowed) of the Agency during the term of this Agreement. Nothing herein, however, shall be construed as a waiver of any immunity from or limitation of liability Agency may be entitled to under the doctrine of sovereign immunity or section 768.28, Florida Statutes. 6.5 INSURANCE Contractor shall, at its expense, provide general public liability insurance, in an amount not less than $1,000,000.00, with the Agency named as an additional insured, and with the insurance carrier and form of policy subject to approval by the Legal Counsel of Agency. Contractor shall provide a certificate of insurance, showing the Agency, its officers and employees, as an additional insured, with a provision that the policy shall not be canceled or terminated except upon thirty (30) days prior written notice to Agency. Upon request by Agency, Contractor shall furnish the original or a copy of such insurance coverage, which shall be maintained at all times during the term of this agreement. In addition to the said liability insurance, Contractor shall provide and maintain workers' compensation insurance as required by law and shall furnish a certificate to the Agency showing such coverage in effect. Confidential Page 4 7.1 SUB-CONTRACTING Contractor is authorized to engage sub-contractors at the Contractor's expense. Contractor shall notify Agency of the name, address, and other personal information reasonably requested by agency regarding any proposed sub-contractor, within 24 hours after Contractor retains said services. If Agency disapproves of the use of such sub- contractor, Contractor shall immediately cease to use same on Agency's account. This approval by the Agency may not be unreasonably withheld. 7.2 ASSIGNMENTS This Agreement may not be assigned without the prior written consent of the Agency. ARTICLE VIII - INDEPENDENT CONTRACTOR 8.1 CONTRACTOR'S RELATIONSHIP The Contractor's relationship to the Agency in the performance of this Agreement is that of an independent Contractor. Nothing contained herein shall be deemed or construed by the parties hereto, nor any third party, as creating the relationship of principal and agent or a partnership or joint venture between the parties hereto. Personnel performing services under this Agreement shall at all times be under the Contractor's exclusive direction and control and shall be employees of the 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 benefits that accrue to employees of the Agency, Contractor hereby expressly waives any claim it might have to such rights. 8.2 EQUAL OPPORTUNITY EMPLOYER Contractor is an Equal Opportunity Employer and does not discriminate in the hiring, firing, or other employment practices engaged in by it. ARTICLE IX - ENTIRE AGREEMENT 9.1 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 of waiver of any of the provisions shall be effective unless in writing and signed by both parties. 7/2'7/2010 QV 9.2 COMPLIANCE WITH APPLICABLE LAWS Contractor agrees to comply with all laws within the State of Florida governing the conduct of business, including but not related to laws pertaining to licenses, taxes, corporate regulations, and collection practices. 9.3 GOVERNING LAW AND VENUE Agency and Contractor agree that the law governing this Agreement shall be that of the State of Florida. Venue for any dispute pertaining to this Agreement shall lie exclusively in Pinellas County, Florida. 9.4 CONFLICTING INTERPRETATIONS Should conflict arise between this Agreement and the documents referenced in the introduction to this Agreement, the referenced documents shall govern. WHEREFORE the parties hereto have entered into the Agreement on the day and year first hereinabove written. The agreement is to be prepared in duplicate and after acceptance by the Agency; a duplicate copy shall be forwarded to the Contractor. 9.5 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 paid, first-class, a notice addressed to the following: Contractor: Citation Management, a division of Professional Acct. Mgt. LLC, a Duncan Solutions Company 633 W. Wisconsin Ave Suite 1600 Milwaukee, WI 53203 Agency: City of Clearwater Attn: Parking Manager P. o. Box 4748 Clearwater, FL 33758 Citation agement, a division of Prof a ccount Management LLC, a Dun n ons Company: By: Title: 5r. Countersigned: CITY OF CLEARWATER, FLORIDA Frank V. Hibbard By: asc , "? Iliam B. Horne II eilty Manager Attest: Oa-& Rosemarie Call City CIerK ??OF THE `?,?? Confidential Page 5 7/27/2010 Camilo Soto Assistant City Attorney ATTACHMENT A SCHEDULE OF FEES The processing fee per citation for the period of this Agreement will be based on the following options: RATE PER CITATION ISSUED: $2.58 per citation issued will be the processing fee. The fee will be subject to CPI increases as described in Section 3.3 of the Agreement. Fee is applicable for parking citations generated by handheld computers and/or electronically transferred to the citation master file and for manual parking citations entered into the citation master file. The 1st Delinquent Notice and 2nd Delinquent Notice mailing and postage are included in this price. CONTRACTOR PROVIDED EQUIPMENT: The Contractor will supply hardware, software and other equipment required for the purpose of this Agreement as identified and specified as required for Request For Proposal (#11-10), Addenda (Questions and Answers) to the RFP #11-10, Duncan's response to the RFP #11-10 dated May 4, 2010 and Duncan's letter dated July 8, 2010. ADDITIONAL FEES: Should the City require the Contractor to prepare and mail other regularly scheduled Notices, such as Habitual Offender Letters, the Cost for these notices will be $0.25 per notice plus postage. IVR/INTERNET PAYMENT USER CONVENIENCE FEES The Contractor will assess and collect a convenience fee from violators who elect to pay their parking citations using the Contractor provided pay by phone (IVR) and pay by Internet options . The convenience fee will be $2.95 per transaction or 5% of the total for transactions in excess of $100. IMAGE HOSTING The Contractor will provide for the hosting of images captured by the Agency's parking enforcement officers using the Duncan AutoCITE handheld computers on a designated internet website and make those images available for citizen review MANAGEMENT DASHBOARD Contractor will provide for a web-based dashboard that will provide an up-to-date, graphical representation of key performance indicators (KPIs). These dashboard "portlets" are highly configurable, and Contractor will collaborate with the Agency to define what types of data presentations would be most useful to the City's management team. DELINQUENT OUT-OF-STATE FOLLOW-UP COLLECTION PROCESSING: The fees for Out-of-State citation follow-up collection processing shall be twenty-three percent (23%) of the revenue received on Out-of-State citations that become delinquent, and 90 days has passed since the issue date. The Contractor will require that Confidential the Agency execute a standard collection services agreement before undertaking any collection processing. DELINQUENT IN-STATE FOLLOW-UP COLLECTION PROCESSING: The fees for In-State citation follow-up collection processing shall be twenty-three percent (23%) of the revenue received on In-State citations that become delinquent, and 90 days has passed from the issue date. The Contractor will require that the Agency execute a standard collection services agreement before undertaking any collection processing. DATA CONVERSION: No data conversion is required for this contract. SYSTEM ENHANCEMENTS System enhancement or customization requests for design, development and testing of any enhancement or for any reports not included in the standard reporting suite will be billed at a rate of $150 per hour. BACKLOG CITATION PROCESSING: All original citations, accompanied by all dispositions for the same period, defined as the backlog, will be processed by Contractor at no additional charge. Page 6 7/2'7/2010 AV/ ATTACHMENT B OPTIONAL CONTRACT PRODUCTS AND SERVICES WHEREAS, the City may desire to engage the Contractor to provide certain other products and or services that support or are otherwise related to the City's parking program. In addition to the core contract products and services stated previously, the Contractor, subject to the City's prior approval, shall provide, complete and deliver certain Optional Contract Products and Services. The City shall determine the Optional Contract Products and Services it needs to enhance the parking program. At the City's written request and/or Contract Amendment as required, and in accord with the terms herein, the Contractor shall provide such Optional Contract Products and Services. The Optional Contract Products and Services, and all related all goods, services, tasks, deliverables and work, are set forth below. 1 PROCEDURE At the City's written request, the Contractor shall deliver the Optional Contract Products and Services authorized by the City. The Contractor shall not provide any Optional Contract Products or Services until notified by the City to do so in writing. Upon receiving proper authorization, the Contractor shall implement the Optional Contract Products and Services in accordance with the implementation requirements set forth and mutually agreed upon by the City and the Contractor. 2 COMPENSATION SCHEDULES The City and Contractor may adopt updated compensation schedules for Optional Contract Products and Services at any time during the contract term. If the City desires any Optional Contract Products and/or Services, it may request the Contractor to submit an updated proposal of terms and costs for said services, including any underlying cost assumptions. Upon accepting the Contractor's updated terms and costs, the City shall issue a Project Task Order authorizing the Contractor to proceed with the delivery of said services. The City shall pay the Contractor for any Optional Contract Product or Service in accordance with the terms of this contract or the Project Task Order issued by the City. The Contractor shall provide the City with full documentation of any fees and expenses at the City's request. 3 OPTIONAL PRODUCTS OR SERVICES The City may engage the Contractor to deliver certain Optional Products and/or Services in accordance with its requirements as defined herein. Such Optional Products or Services may include, but are not limited to, the following: • Parking Ticket Issuance Products/Serv ices • Parking Ticket Processing Services • Secondary Collection Services • Administrative Adjudication Services • Single Space Meters Confidential Page 7 • Multi Space Meters • Meter Management Software • Self Service Kiosks • Any and all products or services that are provided by Duncan Solutions, its entities, related partnerships and or any subcontractors The City shall determine the Optional Products/Services it needs to enhance the parking violation program or other related municipal services. At any time during the course of this contract, the City may issue a written Project Task Order to the Contractor specifying the Optional Products/Serv ices that it requires, the compensation it agrees to pay the Contractor for said services and any other terms and conditions. As necessary, the City may also request a proposal for any of the services described herein reflecting revisions in the scope and cost specified herein. Upon accepting the City's Project Task Order, the Contractor shall deliver the Optional Services requested by the City in accord with the terms therein. 4/