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10-0712_DATA TICKET INC DBA REVENUE EXPERTS_Orange, County of Agreement OCSD Citation Processing i r contri ct#MA-060-11010093 for Parking Citation Processing and Management Service This Agreement; hereinafter referred to,as"Contract" is made and entered into as of the date fully executed by and between, Data Ticket; Inc. with a place of•;business at 4600 Campus, Drive, Suite 200, Newport Beach, CA 92660;hereinafter referred to as "Contractor;" and the County of Orange, a political subdivision of the State of California,.Sheriff-Coroner's Department with I a,place of business at 320 N. Flower.Street,2"d Floor, Santa Ana,CA 92703, hereinafter referred to as "County," which may be referred individually as "Party" or collectively as "Parties." RECITALS WHEREAS,the Contractor respond d to the County issued,solicitation offering,the complete Scope of Work as requested in Atfachment.A, and Co tractor has represented that its proposed goods and services shall meet or exceed the County's requiremerits and specifications as set forth herein;and, WHEREAS, the County'Board of Supert,isors has authorized.the'Purchasing Agent or his designee to enter into a Contract for Parking Citation Processing and Management Service, NOW,THEREFORE,the Parties m itually agree as follows: General Terms and Conditions: A. Governing Law and venue; This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of�the state.of.California. in the event of any legal action to etifor'ce or'interpret this Contract, the sole and exclusivevenue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit t to the jurisdiction of I such court, notwithstanding Code of Civil Procedure Section 314. Furthermore, tite Parties.,specifically agree to waive any and all rights to request-that an action be transferred for trial to another County: B. Entire'Contract: ThisContract, including Attachments A, B, C, D, Exhibit 1 (Blank.Child Support Enforcement Certification Requirements Form), 'and Exhibit 2 (Blank:EDD.Reporting Requirement Compliance Form), which have been incorporated, when accepted:by the Contractor either in writing or by the shipment of any article or.other commencement of-performance hereunder, contains the entire Contract between the Parties with respect to the matters herein and there are no restrictions, promises, warranties or-undertakings other ilian those set forth herein or.,referred• to herein. No exceptions, alternatives, substitutes or:revisions are valid or binding.on County unless authorized by County in writing: Electronic acceptance of•Any additional terms, conditions.or supplemental Contracts by any County employee or agent, including but not limited to installers of'equipment, shall not be valid or binding on County unless accepted in writing by County's Purchasing Agent or his designee, hereinafter "i urchasing Agent". C. Amendments: No alteration. va I anon of the terms.of this Contract shall be valid unless made in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. D. Taxes: Unless otherwise provided herein or by law,price quoted does not include California state sales or use tax. E. Delivery: Time of delivery of good or services is of the essence in this Contract. County reserves the right to refuse aiiy goods or services and to cancel all or any part of the goods not conforming to applicable. specifications, drawings samples or description, or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for goods shall not bind County to accept future shipments, nor deprive it of tite right to return goods already accepted; at Contractor's File folder..582471 . l Contractor's Initial- Data Ticket, Inc. j Contract#MA-060- 10W093 i expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to.be complete until all oods, or services, have actually been received and accepted in writing by County. F. Acceptance/Payment: Unless otherwise agreed to it writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made arrears after satisfactory acceptance by the County and in accordance to Attachment C,Compensation and Pricing.. G. Warranty: Contractor expressly warrants that the goods/services covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for tale ordinary purposes for which they are used, and 3) fit for (lie particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor's part to indemnify, defend and Bold County and its indemnities as identified in paragraph "P" below, and as more fully describe in paragraph "P", harmless from liability, loss, damage and expense, including reasonable counsel fee , incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties; .faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and He Ill Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other ret edies provided by law. H. Patent/Copyright Materials/Proprietary Infringem nt: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any Software as modified through services provided hereunder will not infringe upon or iolate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, inaccordance with the more specific requirement contained in paragraph "I"' below, it shall indemnify,ildefend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related-to or arising from such claim(s), including, but not limited to, attoniey's fees, costs and expenses. 1. Assignment or Sub-contracting; The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of'this Contract nor any portion thereof may be assigned or sub-contracted by Contractor without the express written consent of.County. Any �ttertipt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express wri.tten consent of County shall be invalid-and shall constitute a breach of this Contract. J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race,religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of anti-discrimination law or regulation, including but not limited to, Section 1720 et seq. of the California Labor Code. K. Termination: In addition to any other remedies or rights it may have by law,.County has the right to terminate this Contract without penalty immediately with cause or after 30 days' written notice without cause, unless otherwise specified. Cause shall be defined as any breach of Contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation. L. Consent to Breach Not Waiver: No term or provisi n of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Patty to, o waiver of, a breach by the other, whether express or 'implied, shall not constitute consent to, waiver 0" or excuse for any other different or subsequent breach. M. Remedies Not Exclusive: The remedies for breach et forth in this Contract are cumulative as to one File folder:582471 2 Contractor's Initiat- Data Ticket,Inc. Contract#MA-0 0-11010093 1 another and as to any other provided by flaw, rather than exclusive; and the expression e b ce viii retmedies in this Contract does not preclude resort by either Party to any other remedies provided y N. Independent Contractor:_ Contractor shall be considered an shallebeent'considered Qontractor and an agent-neither an Contractor, its employees nor anyone working under C employee of County. Neither Contractor, its employees nor. anyone workittg,under Contractor. shall qualify for workers' compensation or other fringe benefits of any,kind through County. nd O. Performance: Contractor shall perform all work under ilii Contractor i sia llnbenresponsiblery eps for the precautions to perform the work to County's satisfaction. professional duality, technical assurance, timely completion, and coordination of all documentation and outer goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its solc expense obtain and maintain all permits and licenses required by Public authorities;including those:of County required in its governmental capacity, in connection � ith performance of the work; and, if permitted to subcontract, shall be fully responsible for all work p rformed by subcontractors. P. Indemnification: Contractor agrees'to.indemnify, defend with counsel appro�addithwriting etspecial by districts and hold County,its elecied and appotr►ted officials,officers,employees; agent_ «, and agencies which County's,Board oF�Supervisors acts as the governing Board ("County Indemnitees''), harmless from any claims,deimands or liability of any kind or nature;inclu or.ot ut not limiterform.ed to personal injury or property damage, arising from or related teotthet is entered again t prod Contractor her and County by a court by Contractor pursuant to this Contract). if ju b of competent jurisdiction because of toe concurrent active negligence of County or County Indemnitees, Contractor and.County agree that liability will be apportioned as determined by the court. . Neither Party shall request a jury apportionment. Insurance Provisions: Prior to the provision of services under this Contract; The;Contractor agrees to purchase all required insurance'at Co tractor's expense and to deposit.witlt the County Certificates of Insurance, including all endorsements Irequired herein, necessary to satisfy the County that the insurance been complied with,,and to keep such insurance coverage and the provisions of this Contract have be certificates therefore on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to.this Contract'shall.l obtain insurance subject to the same terms and eonditi its as set forth Herein for Contractor. All insurance policies required .by tilts Contract shall declare any deductible.or self-insured retention (SLR) in an amount in excess of$2 ,000 ($5,000 for automobile liability), which shall specifically be approved by the 'County Executive Office oo)Othe insurcr.Risk be SAnyase f nsured-ret n onsr(SIRs) or responsible for reimbursement of any deductible deductibles shall be clearly stated on lie Certificate of insurance. If tite Contractor fails to maintain insurance acceptable to tite County for the full term of this Contract,the County may terminate this Contract. Qualified Insurer The policy orpolicies of insurance must be issued by an insurer licensed to do.business in the state of California(California Admitted Carrier). Minimum insurance company rating I as determined by the most current edition of the.Best's Key Radng Guide/Property-Casualty/Unitedtates or Al1'IlBest.com shall he A- {secure Best's Rating} and VIII (Financial Size Category), If the carrier is a non-admitted carrier in the state of California, CEO/Office of Risk Management retains the right to approve or reject carrier i#ler a review of the company's-performance and financial ratings. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: File folder:582'171 3 Contractor's lnit'a I Contract#MA-060 10 093 Data Ticket, Inc. Coverage Minimtrm Limits Commercial General Liability with broad $1,000,000 combined single form property damage and contractual limit per occurrence liability $2,000,000 aggregate, Automobile Liability including coverage for $1,000,000 combined single owned, non-awned and hired vehicles limit per occurrence Workers'Compensation Statutory Employers'Liability Insurance $1,000,000 per occurrence All liability insurance, except Professional Liability, required by this contract shall be at least $1,000,000 combined single limit peroccurrence. Professional Liability may also be provided on a "Claims Made' basis. The minimum aggregate limit for the Commercial General Liability policy shall be$2,000,000_ The County of Orange shall be added as an additional insured on all insurance policies required by this Contract with respect to work done by the Contractor under the terms of this Contract (except Workers' Compensation/Employers' Liability). An additional insured endorsement evidencing that the County of Orange is an additional insured shall accompany the Cel ificate of Insurance. All insurance policies required by this Contract shall bt primary insurance, and any insurance maintained by the County of Orange shall be excess and non-contributing with insurance provided by these policies. An endorsement evidencing that the Contractor's insurance is primary and non-contributing shall specifically accompany the Certificate of Insurance for the Commercial General Liability. All insurance policies required by this Contract shall give the County 30 days notice in the event of cancellation. This shall be evidenced by an endorsement separate from the Certificate of Insurance. In addition, the cancellation clause must include language as follows,- which edits the pre-printed ACORD certificate, SHOULD ANY OF-THE ABOVE DESCRIBED POLICIES BE CANCELLED 13EFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDS VOR MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. - H. All insurance policies required by this Contract shall waive all-rights of subrogation against the County of Orange and members of the Board of Supervisors, its eiected and appointed officials,officers, agents, and employees when acting within the scope of their appointment or employment. The Commercial General Liability policy shall contain a severability of interests clause. The Contractor is aware of the *^•,Ts:uns of Section 3700 of the California Labor Code which requires prove every employer to be insured against liability for Workers' Compensation or be self-insured in accordance with provisions of that code. The Contractor will comply with such provisions and shall furnish the County satisfactory evidence that the Contractor has secured, for the period of this Contract, statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of$1,000,000 per occurrence. Insurance certificates should be forwarded to the agent; /department address.listed on the solicitation. If the Contractor fails to provide the insurance cc ificates and endorsements within seven days of notification by CEO/Purchasing or the agency/department purchasing;division, award may be made to the next qualified Contractor. File folder. 582471 4 Contractor's Initial: , Data Ticket,Inc. Contract#MA-060-11010093 County expressly retains the right to require Contractor to increase or decrease-insurance.of any of the above insurance types througEtout the teI of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk anager as appropriate to adequately protect County,. County shall notify Contractor to writipg of changes in the,insurance requirements: if Contractor does not deposit copies of acceptable certificates of insurance and endorsements'with`County incorporating such changes within thirty days of receipt of such notice, this Contract may be in breach without further notice to Contractor,and County sliall ie entitled to all legal remedies.. The,procuring of such.required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder or to fulfill the indet i nihcation provisions and requirements of this Contract. The County of Orange Certificate of insurance and the Special Endorsement for the County of Orange can be utilized to verify compliance with the above-mentioned izisurance requirements -in place of commercial in certificates and endorsements. Q. Bills and Liens: Contractor.shall pay promptly all indebtedness for labor, materials`;grid equipment used in performance of the work. Cotttractor shall not permit any lien'or charge to attach to the'work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with be the requirements of paragraph 'T" above, indemnify, defend; and hold County I�artnless and ed responsible for payment of all costs, damages,penalties and expenses related to or arising from or related thereto. R. Changes: Contractor shall make no clianges in the work or perform any additional,work without the County's specific written approval. S. Change of Ownership: Contractor agrees that if •there is a change or transfer in:ownership of Contractor's.business prior to completion of this Cont'raet, the'new owners shall;be required under terms of sale or other transfer to'assume Contractor's duties and obligations contained in this,Contract and complete them to the satisfaction of County. u T. Force Majeure: Contractor shall not be assessed with liquidated;damages or unsatisfactory performance penalties during any delay beyond the}time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other c 1,1 ,beyond.its reasonable control, provided Contractor gives written notice of the cause of the delay til'County within'36 hours'of the start of the delay and Contractor avails himself o any available remedies. U. 'Confidentiality: Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at,any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff,agents and employees. V. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contracu shall fully comply, at Cos Iitractor.'s expense, with all"standards, laws,,statutes, restrictions, ordinances, requirements, and regulations (collectively-laws"), including„ but not limited to those issued by County in its governmental capacity and all other.laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that C,0 My is rl q,on Cotttractor to ensure such compliance, and.pursuan�t to the requireinents of.pai•agrapli "P"above;Contractor agrees that it shall defend;indemnify and hold County and County Indetnnitees•harmless from all liability, damages, costs;and expenses arising-from or related to a violation of such laws. W. Freight (F.O.B.Destination): Contilactor assumes full responsibility for.all transportation, transportation scheduling, packing, handling, insurance, 'ottier services associated ;with delivery of all products deemed necessary under this Contract. X. Pricing: The Contract price shall include full compensation for;providing all, required hoods in accordance with required specifications, or services as specified herein or whcn applicable, in the Scope of Work attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for in this Contract.- Y'. ontact.Y'. Waiver of Jury Trial: Each Party acknowledges that it is aware of and has had the opp rlunity to seek File folder:S$2A71 5 Contractor's Initi Data Ticket,Inc. Contract#MA-060-1 101. 093 i advise of counsel of its choice with respect.to its rights to trial by jury, and each Party, for itself and its successors,creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other .(and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Contract and lar any other claim of injury or damage. Z_ Terms and Conditions: Contractor acknowledges tha it has read and agrees to all terms and conditions included in this Contract. AA. HOAdings: The various•headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not.limit orothenvise affect the meaning hereof. £313. Severability: If any term, covenant, condition, .or provision of this Contract .is held by' a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and e' ffeet'and shall in no way be affected, impaired or invalidated thereby. CC. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively,unless otherwise expressly.provided'. DD. Attorney Fees: In any action or proceeding to enfv4e or interpret any provisions of this Contract, or where any provisions hereof is validly asserted as a defense, each Party shall bear its own attorney's fees, costs and expenses. EE. Interpretation;This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt,with in this Contract. In addition, each Party has been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to.seek such counsel despite being encouraged and given the opportunity to do so. Each Patty further acknowledges that they have not been influeneed to any extent whatsoever in executing this Contract by any other Party Hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil'Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has drafted itis not applicable and is waived. The provisions of this Contract stall be interpreted in area onable manner to affect tlxe purpose of the Parties and this Contract. FF. Authority: The Parties to this Contract represent and arrant that this Contract has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. GG. Employee Eligibility Verification: Tile. Contractor.warrants that'it fully complies with all Federal and State statutes and regulations.regarding the employment of aliens and others and that all its employees performing work under`this`Contract meet the citizenship or alien status requirement set forth in Federal statues and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but riot 'i;ilitud to; the irn�g—Cation Refor;i a nd.Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees fv I•the period prescribed by.the law. The Contractor shall indemnify,defend with'counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Additional Terms and Conditions 1. Scope of Contract: This"Contract specifies the cont actual terms and conditions by which the County will procure and receive goods/services from the Contractor as set forth in the Scope of Work, which is attached hereto as Attachment A and incorporated by this reference. Fite folder: 582471 6 Contractor's Initial. Data Ticket,Inc. Contract#MA-064-1 i 0 t 0 93 I D e 2. Term of Contract: This Contract slta I commence October 1, 2010and upon execution of all necessary signatures, and shall be,.effective.for one (1)year from that date, unless otherwisc terminated by County. Contract may be renewed for up to four.(4) additional one (i) year consecutive terms, upon mutual agreement of both Parties. Each renes at of this Contract may require approval by the County Board of Supervisors. The County does not have to give reason if it elects not to renew. 3. Precedence: The Contract documents will consist of this Contract including its Attachments, and Exhibits. In'the event.of.a conflict between the Contract documents,the order of precedence shall be this Contract,then the Attachments and Eiibits, 4. Fiscal Appropriations: This Cont act is subject to and contingent upon applicable budgetary appropriations beiag'made by the Co my of Orange Board of Supervisors for each year during the term of this Contract. If such appropriations are not fortltcorning; the Contract will;be terminated without penalty. Contractor.acknowledges that funding or portions of funding for this Contract may also be contingent upon the receipt of funds from, and/or appropriation of (`ands by,"the 'state of California to County, if such-funding and/or appro riations are not forthcoming, or'are otherwise limited,County may immediately terminate or.modify this Contract without penalty. 5. Conflict of Interest(Contractor):Contractor shall exercise reasonable care and diligence,to prevent any actions or conditions that result in a conflict with the best interest of the County.. This obligation shall apply to the Contractor, .tile. Contractor's employees, agents, relatives, sub tier Contractors and third parties associated with:accomplishing the work hereunder.. Contractor's efforts'shall include, but not be limited to; establishing precautions to prevent.its employees or agents frommaking, receiving; p �oviding, or offering gifts, entertainment,,payments,.loans, or other considerations which could be deemed to appear to influence individuals lo act contrary to the best interest of County. 6. Contractor Work Hours and Safety Standards: Contractor shall ensure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and County safety and health regulations and laws. 7. County and Contractor Project M4nager:.The County shall appoibt a project manager to act as liaison between the County and the Contractor during the term of this Contract. The County's project manager shall coordinate the'activities of the County staff assigned to work with the.Contractor. Contractor shall appoint.a,project; t>j anagen to direct the Contractor's efforts in fulfilling Contractor's -obligations.under this Contract. Contractor's project manager shall'be subject to approval by the County and shall not be changed without the written consent of.the County's project manager. The County's project manager shall have the right1he to require the removal and replacement of the Contractor's project manager from providing services to County under this Contract. The.County's project manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within 14 calendar days after written notice by Ithe County's project manager.The County is not required to provide any reason, rationale or factual information in the event it elects to request the removal of Contractor's project manager from providing services to the County under this Contract. 8. Contractor Personnel: In addition Ito the rights set forth in paragraph 7, the County's project manager shall have the right to require thel removal and replaceir►ent ,of any of Contractor's personnel from providing services to the County under this Contract. The County's project manager shall notify the Contractor's project manager in wring of such action, The Contractor shall accomplish the removal of the specified personnel within one(�)calendar day after written notice by the County's project manager. The County is not required to provide any reason, rationale or factual information in the event it elects to request the removal of any of Contirctor I S personnel from providing services to the County under this Contract. 9. Orderly Termination: Upon termination or,other expiration of this Contract, each Party shall promptly return to the other Party all papers, Materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all aspects, tangible and intangible,as may be necessary l for the orderly, File fold en 582471 j 7 Contractor's Initi) Data Ticket, Iris. Contract#MA-060-1.1010093 tion-disruptive business continuation of each Party. 10. Reprocurement Costs: In the case of default by Contractor, the County may procure the service from other sources and, if the cost is higher, Contractor wily be held responsible to pay the County the difference between the Contract cost and the price paid. Tile County may make reasonable efforts to obtain the prevailing market price at the time such goods and services are rendered. This is in addition to any other remedies available under law. 11. County of Orange Child Support Enforcement (Exl ibit I --Blank County of Orange Child Support Enforcement Certification Requirements Form): In order to comply - with the child support enforcement requirements of the County, within ten days of notification of selection of award of Contract but prior to official award of Contract, the selected Contractor agrees to furnish the required Contractor data and certifications to the agency/department deputy purchasing agent. Failure of the Contractor to timely submit the data and/or certifications required may result in the Contract being awarded to another Contractor. In the event a Contract has been issued, failure of the Contractor to comply with all federal and state reporting requirements forchild support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure,to cure such breach within 60 calendar days of notice from the County shall constitute grounds for terminatio of the.Contract. . 12. EDD Independent Contractor Reporting Requirembi is (Blank Exhibit 2): California Senate Bill 542 requires businesses and government entities 'to report specified 'information regarding independent Contractors to the Employment Development.Depart ment (EDD). This information will be used by the EDD to'assist in locating parents who are delinquent in their child support payments. An independent Contractor is defined as a*sole proprietor who is not an employee of the business or government entity for which that individual is performing a service and who received compensation and/or executes a Contract for services perfonned or that business or government i entity either in or outside of California. I3. Authorization Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the.Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition, and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority. 14. Notices: Any and all notices permitted or required to �e given hereunder shall be deemed duly given (1) upon actual delivery, if delivery is by hand; or(2) upon delivery by the United States mail if delivery is by postage paid registered or certified return receipt r. uested`mail. Each such notice shall be sent to the respective Party at the address indicated below"or to any other'address as the respective Parties may designate from time to time. For Contractor: Data Ticket, Inca 4600 Campus Drive auite 2vu Newport Beach,CA 92660 ;Attn: Marjorie Fleming Ph: 949-752-6937 Fx: 949-752-6972 For County: County of Orange Sheriff Department/Purchasing; Services Bureau 320 N. Flower Street, 2"'Floor Santa Ana; CA 92703 Attn: Victor Cumberland,Buyer Ph:114-834-6318 Fx: 7l4-834.6411 File folder:582171 8 Contractor's tnitlalffi Data Ticket,Inc. Contract It MA-060- 1010093 i 15. Incorporation:This Contract, its Attachments A through D, Exhibit 1 (Blank Child Support Enforcement Certification Requirements Form),and Exhibit 2(Blank EDD Reporting Requirement Compliance Form), are attached hereto and incorporated by reference and made a part of this Contract. 16. Data—Title to: All materials,documents,data or information obtained from the County data files or any County' medium furnished to the Conraetor in the performance of this Contract will atpll times remain the property of the County. "Such daU or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract. 17. Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract. Usage flutes,if provided,are approximate,based upon the last usage. Tile Contractor agrees to supply.services and/or commodities requested, as needed by the County of Orange, at prices listed in the Contract, regardless of quantity requested. 18. Contractor's Records: The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three years after final payment is received from the County. Storage of records in another county will require written approval from the County of Orange assigned buyer. 19. Audits/Inspections: Contractor agrees to permit the County's Auditor-Controller or the Auditor- Controller's authorized representative (including auditors from a private auditing firm hired by the County) access during normal worl�ing hours to all books, accounts, records, reports, Files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contract for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspeetionl and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. Tile County will provide.reasonable notice of such am audit or inspection. The County reserves the right to audit and verify the Contractor's records before final payment is made. Contractor agrees to maintain such Fecords for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of•any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the.Contractor's records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County's project manager. 20. Disputes-Contract: A. The Parties shall deal in good faith and..attempt to resolve potential disputes informally. if the dispute concernipg a question of fact arising under the terns of this Contract is not disposed of in a reasonable period of time by the Contractor's project manager and the County's project manager, such matter shall be brought to the attention of the County's Purchasing Agent by ivay of the following process: a. The Contractor shall submit to the agency/department assigned buyer a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the County,on its own initiative,has already rendered such a final decision. b. The Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating the that demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately File folder: 5824719 Contractor's lni : e Data Ticket,Inc. Contract MA-460-1101 93 reflects the Contract adjustment for which the Contractor believes the County is liable. B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County Purchasing Agent or his desgneIf the County fails to render a decision within 90 days after receipt of the Contractor's demand, it shall be deemed a final decision Adverse to the Contractor's contentions. The County's final decisi n shall be conclusive and binding regarding the dispute unless the Contractor eoMmences action in a c urt of competent jurisdicition. 21. Stop Work: The County may, at any time, by writtn stop work order to the Contractor, require the Contractor to stop all or any part of the workcalled f r by this Contract for a period of 90 days after the stop work order is"delivered to the Contractor and forlany this period to which the Parties may agree. The stop work order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the stop work order, the Contractor sliall immediately comply with its ternis and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the stop work order during the period of work stoppage. Within a period of 90 days after a stop work order is delivered to the Contractor or within any extension of that period to which the Parties shall have agreed, the County shall either: a. Cancel the stop work order; or b. Terminate work covered by the stop work order as provided for in the termination for convenience clause of this Contract. In the event that this section is invoked, the (30) thirty day requirement for termination for convenienc shall not be required. County may terminate immediately at any time during the stop work eriod. I 22, Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract. Usage figures, if provided,are approximate,based upon the Iast usage. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange, at rates listed in the Contract, regardless of quantity requested. 23. Cooperative Agreement: The provisions and pricing of this Contract shall be-extended to other political sub-divisions and County of Orange agencies/departments. Political sub-divisions and County of Orange agencies/departments wishing to use this Contract mill be. responsible for issuing their own purchase documents/Subordinate Agreements, providing for their own acceptance, and making any subsequent payments. These entities will hold harmless the County'of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this Contract. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. The County of orange may at:tho::ze the loading of this agreement into an electronic commerce system. File folder: 582471 10 Contractor's InitiI: Data Ticket, Inc. Contract#MA-OG - 1 10093 Signature Page The Parties hereto have executed this Contract on the dates shown opposite their respective signatures below I Contract r*:.Data Ti ; nr. py. Title. a L Print Name: , Date: o I Contractor*: Data Ticket,Inc. rV ' Z7 � 13Y. .�,. Title Print Name: Date:? f *If a corporation, the document must be siped by two corporate officers. The first signature must be either the Chairman of the Board, President,or any Vice President. The second-signature must be the secretary, an assistant secretary, the Chief Financial Officer, or any assistant treasurers. In the alternative, a single corporate signature is acceptable when accompanied by a corporate document demonstrating the legal authority of the signature to bind the company. i i County Of Orange A political subdivision of the State of California .b Sheriff-Coroner Department I By: Title: Date: ' I Fite folder:582471 L I ConImetc In ti l� Data Wicket,Inc. Contract#MA-060-11010093 I ATTACHMENT A Scope of Work 1. Scope of Service: 1. On a weekly basis, Public Entity shall mail to Contractor all parking citations from Sheriff-Coroner locations of North Operations, South Operations, Court Operations,and John Wayne Airport. The Public Entity may request weekly instead of daily deposits for funds received in payment of citations. The Public Entity may request funds be deposited directly i to Public Entity's account at a banking institution. The Public Entity will provide authorization for deposit transactions, and will provide Contractor with deposit slips. 2_ Contractor may enter into separate but similar agreemelits with the following"public Entities": A. City of Dana Point. B. City of San Juan Capistrano C. City of Laguna Niguel D. City of Laguna Hills E. City of Aliso Viejo F. City of Mission Viejo G. City of Lake Forest .H. City of Rancho Santa Margarita I. City of Laguna Woods J. City of Villa Park K. City of Stanton 3. Contractor shall enter all parking citation infonnaj tion into a computerized management system. information shall include but not limited to: i A. Citation Number B. Issuing Agency and Public Entity C. Vehicle Identification Number and License Plate Information D. Infraction and Fine Amount E. Date,Time, and Location of Violation F. Officer Identification G. Date of Administrative Review, Date of Admuiistrative Hearing H. Disposition of Administrative Hearing 4, Contractor shall process payments and deliver revenue to Sheriff-Coroner, Fiscal Administrative rth Services, 320 NoFlower Street, Santa Ana, CA 92703. The revenue is to be broken down by location (North Operations, South Operations,Court Operations, and John Wayne Airport). S. Contractor shall obtain registered owner information from the Department of Motor Vehicles (hereinafter "DMV") on delinquent citations and send delinquent notices to registered owners via first class mail. This notice shall include all required information, a due date and amount of fine due (both before and after the due date). 6. Notify DMV of failure to appear (FTA) status, place a registration hold on the vehicle. Forward all appropriate information to DMV including the fine m6unt, issuing Public Entity, etc. Upon payment of parking violation fees, Contractor shall notify DMV to release registration hold on vehicle. 7. Contractor shall submit on a monthly basis, to the County's issuing locations, including cities, the File'foider:582471 12 Contractor's Initiar Data Ticket,Inc. Contract#MA-060-:11 10093 following reports: A. Citation Master Report B. Daily Clearance Report C. Collection Report D. Summary Statistics Report E. Daily Clearance Report,by Month F. Master File Statistics G. Habitual Offender Report H. Officer Report 1. Registration Holds Placed,by Month 8. Contractor shall provide fully trained)staff to handle calls from violators and schedule appearance dates. 9. Administrative Review: The Contractor will provide a toll-free 800 number for violators to call, correspond with violators and notify them of decisions, maintain records of dispositions, and appeal paperwork and refer all paperwork Ito Public Entity as required. The Public Entity will perform the Preliminary Written Administrativel Review and return the disposition and appeal paperwork to the Contractor within established time limits. The Contractor shall not be responsible for the Public Entity's failure to provide correct or timely infraction information. The Public Entity shall be responsible to pay the $25.00 court filing fee to violator if the Review and Administrative Hearing are overturned by the Court, - 10. Contractor shall schedule Administrative Hearings and provide a hearing officer as required by the Sheriff-Coroner. Contractor shall notify Public Entity if violation is overturned by hearing officer. 11. Out-of-state parking citations received by the Contractor will not be subcontracted by the Contractor for processing. Fees recovered by the iContraetor and due to the County will be delivered to the Sheriff- Coroner, Fiscal Administrative Services, 320 North Flower Street, Santa Ana, CA 92703. Revenue is to be broken down by location (North Operations, South Operations, Court Operations, and John Wayne Airport). 12. Accounting Records: Make citation records available for examination by the Sheriff or his designee at a tinic agreeable to the Sheriff and the Contractor within one week following the request by the Sheriff to examine such records. Failure of the Contractor to permit such examination within one week of the request shall permit the County to withhold all further payments until such examination is completed, unless an extension of time for examination is authorized by the County in writing. E IL Other Requirements: 1. Public Entity access to Contractor's(secure web site. 2. Viewing and printing of citation management reports and citations at the Public Entity 2417. 3. Public Entity shall always have access to Contractor's citation database including all status updates in realtinie. 4. On-line Citizen access 2417 to view,.appeal,and pay their citation(s). 5. Credit Card payments accepted on-line, real-time via a secure web site. 6. Citizen credit card payments accept I d via phone or paper. 7. Contractor shall notify Public' Entity at least 30 days prior to any Contract increases due to increase in File folder:582471 13 Contractor's Jnitia Data Ticket, Inc. Contract#MA-060-11 10093 f postage rates implemented by the United States Postal Service, 8. All work being performed under this Contract by Contractor shall be performed in the State of California. III. Services and Materials to be covered by the fee for�oth in-state and out-of-state citations: I. Data entry and updating of all handwritten citations and electronic entry and updating of all handheld citations. . 2. Collecting, processing,and applying all payments pursuant to California Vehicle Code 40200.4(a). 3. Processing all status changes to citation database. 4. Contractor shall provide user ID's and passwords to Public Entity for access to Contractor's web site. 5. Viewing and printing of citation management reports and citations at the Public Entity 2417. b. Public Entity shall always have access to its citation database including all status updates real-time. 7. Contractor shall allow credit card payments to be accepted via phone or paper. 8. Contractor shall allow payments to be accepted on-lin I, real-time via Contractor's web site. 9. 2417 Citizen access to Contractor database to view, appeal, and pay citations. 10. On-Tine connection to California DMV and daily registered owner information files. 11. On-Line connection to California DMV for daily hold�nd release files. 12. On-Line connection to all 50 States and Canadian DiV1V's for registered owner information is desirable, but not required. 13. Interface with DMV's nationwide for registered owner information via diskette, CD, and tape,etc. 14. Interface with third art vendor for nationwide registered owner information. party g 15. All forms and tracking. 16. Correspondence tracking and response. E 17. Bi-lingual 800 line voice mail information 24 hours per day,.7 days per week. 18. Tri-lingual 800 line customer service answered by customer service representatives, Monday through Friday, from 8:00 A.M. to 5:00 P.M. (Pacific Time). 19. Daily bank deposits. 20. Bank reconciliation. 21. Complete audit trail_ 22. Comprehensive monthly management reports on citation issuance and revenue available on-line as well as in hard copy with month-end invoice. File folder:582471 14 Contractor's Initial: I f Data Ticket;Inc. Contract#MA-06 -1 10093 i . 23. All required insurance. 24, California Corporate Headquarters. I I j I File,folder:582471 it 15 Contractor's Initial Data Ticket,Inc. Contract#MA-+3 -1 UI a©93 r ATTACHMENT B Jj i Pricing Item Description Amount 001 Fee for Parking Notice Entered and Processed by Coniractor $ .62 Per Citation 002 Fee for Parking Notices (Delinquent)sent by Contractor $ .65 Per Notice 003 Fee for Processing Parking Appeal $-2.25 Per Appeal 004 Hourly Fee for Administrative Hearing Examiner $65.00 Per Hour 005 Out of State License Plate Citations Processing Fee % 26 of Paid Tickets Amount 006 ' Delinquent Citations Processing Fee % 28 of Paid Tickets Amount 007 Other Correspondence(Appeals, Post Cards,etc.) $ .65 Per Notice Contract shall not exceed: $ 53,600.00 1 Terni 3 i i f File folder:582471 16 Contractor's Initial Data Ticket,Inc. Contract#t MA-060-11010093 I i