Staff report recommending approval of an ... - City of Inglewood

DATE:
TO:
FROM:
CITYOFINGLEWOOD
OFFICE OF THE CITY MANAGER ‘~
November 8, 2011
Mayor and Council Members
Parking and Outsource Services Department
Approvdd f6r Agenda
Inglewood
2009
a
SUBJECT: Agreement with Law Enforcement Systems for Parking Citation
Collection Services
RECOMMENDATION
It is recommended that the Mayor and Council Members approve an agreement with
Law Enforcement Systems, LLC (LES) to provide delinquent parking citation collection
services for the City and its Client Agencies, from November 14, 2011, through April 16,
2015, with an option for an additional three-year extension through April 16, 2018.
BACKGROUND
The City provides parking citation processing, management, and collection services for
the City of Inglewood and its Client Agencies that participate in the “Inglewood Citation
Management Services” (ICMS) program. Collection of delinquent parking citations is
offered as an optional service available to our Client Agencies. Collection services are
currently provided by our contract service provider, LES, under the direction of
Inglewood’s Parking and Outsource Services Department. LES is a wholly owned
subsidiary of Duncan Solutions, which also provides the City with Parking Citation
Management Systems and related services.
In 2006, the City selected LES to provide this service. The special collection programs
and services supplied by LES include an automated collection system for account
management, call center, back-office processing, skip tracing, production of a series of
collection notices, mailing of collection notices, processing of payments, credit reporting,
processing FTB Tax Intercept Liens, and updating the citation databases.
Currently, the City and 16 of its Client Agencies use the “Comprehensive Collection
Services” option, and an additional 14 agencies use the “FTB Limited or Full-Service”
options for participation in the Franchise Tax Board (FTB) tax offset program. The
Comprehensive Collections Services option includes the FTB tax offset program, plus
additional collection efforts and back-office processing and customer service. These
additional services provide for a customer service call center, correspondence
processing, skip tracing, credit bureau reporting, and processing of payments. LES also
provides a toll-f ree telephone number for customer service and provides staff for
B

Mayor and Council Members Page 2 of 4
Agreement with the Law Enforcement Systems LLC
for Parking Citation Collection Services
November 8, 2011
accounting and fund distribution services. The LES collection system is used to file tax
intercept lien data with the FTB and process and account for payments. The service
agreement also requires LES to pay for the placement fees with the FTB for the Tax
Offset Program and reimburses DMV hold fees for Comprehensive Collection Service
Client Agencies.
The LES customer service staff is currently located in New York, Milwaukee, and onsite
at City Hall within the Parking & Outsource Services Department. The New York Office
will be closed during the term of this agreement and customer service and company
administration will be transferred to the Duncan Solutions headquarters in Milwaukee.
The cost for collection services is paid by Inglewood and its Client Agencies based upon
a commission rate typically applied to the citation fine due at the time of assignment to
collections. The rate depends on the scope of the services requested by the client
agencies and citation issuance volume. The LES Comprehensive Collection Service
fee is 30% to 45% of the amount collected.
The delinquent parking collection program allows participating agencies to impose a
“Cost of Collection Fee,” which is added to the delinquent parking citation fee due. This
fee has been approved by the City of Inglewood and the Client Agencies using the
Comprehensive Collect Services Program.
DISCUSSION
Staff is recommending renewal of the LES agreement. The current LES contract was
approved under agreement 06-116 and was effective November 14, 2006, for an initial
three-year period of November 14, 2006, to November 13, 2009. The agreement was
previously extended by the City for two years through November 13, 2011.
This action authorizes a new agreement with terms that are co-terminus with the
Professional Account Management Agreement (Duncan Solutions’ California
Corporation that provides parking citation processing systems and services). The
recommended term of this agreement is as follows:
• Initial service period of November14, 2011, to April 16, 2015.
• Optional extension service period of April 17, 2015, to April 16, 2018.
LES will also provide the City of Inglewood with the Comprehensive Collection Service
level of service at a reduced rate. Inglewood’s volume would normally result in a fee of
35% of the amount collected. The collection fee charged to Inglewood will be reduced
to 30%. This is a 14.8% reduction and will result in estimated annual savings of
$45,000 in collection fees.

Mayor and Council Members Page 3 of 4
Agreement with the Law Enforcement Systems LLC
for Parking Citation Collection Services
November 8, 2011
The award of this agreement is excluded from the competitive bid process pursuant to
the terms of the Inglewood Municipal Code Section 2-1 98.3. Professional Service Type
Contracts Excluded:
“Nothing shall be construed to preclude the City from awarding a written contract for
professional type services as defined by case or statutory law, without complying with
the provisions of this Article.” (Ord 2387 11-25-80; Ord. 06-04 4-11-06) and;
Section 8-1.40. Professional Services.
“Professional Services” shall mean any professional service as that term is ordinarily
and commonly used and understood, wherein individuals are engaged in the business
of offering to the public, professional services for compensation shall include the
services rendered by any person engaged in the practice of law, architecture, medicine,
surgery dentistry, accounting, collection agency, detective agency, engineer,
draftsman, mortuary, hospitals, escrow agency, travel agency, insurance broker,
employment agency, advertising agency, real estate, chiropractics, and optometry.
(Ord 2450 9-13-83).
ADDITIONAL CONSIDERATIONS
A. The City is under agreement to provide citation processing and collection
services to 60 other public agencies under the ICMS government-to-government
service program. The collection services provided by LES are an important
component of these contract services.
B. The City’s cost of collection penalty fee is authorized by City Ordinance 08-21
“Fee for Collection of Delinquent Penalty Payments” under Chapter 3, Article 2,
and Section 3-61.1.
FINANCIALIFUNDING ISSUES AND SOURCES
The City of Inglewood processes approximately 65,000 citations per year with a value of
$5.2 million. Delinquency at 90 days from date of citation issuance is approximately
30% with an estimated value of $3.0 million. Collection efforts by LES result in
approximately $600,000 per year in additional parking fine revenue.
Delinquent citation fines assigned to collection by Inglewood and its Client Agencies
using the collection service is approximately $29.6 million per year. The estimated
annual collection by LES from all sources is $10.4 million. The collection fees earned
by LES on this amount are $3.4 million, of which $340,000 is paid annually to the City to
reimburse administration and overhead costs of the ICMS outsource services program.
DESCRIPTION OF ANY ATTACHMENTS
Service Agreement with Law Enforcement Systems, Inc

Mayor and Council Members Page 4 of 4
Agreement with the Law Enforcement Systems LLC
for Parking Citation Collection Services
November 8, 2011
LEGAL REVIEW VERIFICATION /‘Z~ ,4r C/s -
This report, in its entirety, has been submitted, reviewed and approved by the Office of
the City Attorney.
__
/ 3Z~1
FINANCE REVIEW VERIFICATIONt )
This report in its entirety, has been’Itui4iitted, reviewed and approved by the Finance
Department.
PREPARED BY:
COUNCIL PRESENTER:
Michael D. Falkow, Assistant City Manager
Dean Viereck, Manager Parking & Outsource Services Dept.
Dean Viereck, Manager Parking & Outsource Services Dept.
PROOFREAD FOR ACCURACY:
~r~

1 AGREEMENT No.: 11-
2 THIS AGREEMENT is made and entered into this______ day of ___________
3 2011, by and between the City of Inglewood, a municipal corporation and charter city
4 (“City”) and Law Enforcement Systems LLC (LES), a wholly owned subsidiary of
5 Duncan Solutions, Inc., with its principal place of business located at 633 W.
6 Wisconsin Avenue, Suite 1600, Milwaukee, WI 53203 (“Contractor”).
7 WHEREAS City is seeking an experienced contractor which will provide
8 collections and related services for delinquent accounts receivables and other
9 indebtedness to the City and to City Clients; and
10 WHEREAS, Contractor represents itself as capable and qualified to provide
ii such services; and
12 WHEREAS Contractor agrees that it has satisfied itself by its own investigation
13 and research regarding the conditions affecting the work to be done and labor and
14 materials needed, and that its decision to execute this Agreement is based on such
is independent investigation and research.
16 NOW THEREFORE, the parties hereto agree as follows:
17 ARTICLE I --SCOPE OF CONTRACTOR’S SERVICES
is Contractor understands and agrees that:
19 1. Contractor shall provide all labor, materials, tools, office space, telephone
20 charges, equipment, and other items and services necessary to properly perform the
21 required services necessary to collect delinquent accounts receivable as assigned to
22 Contractor by City and/or City Clients. All collection efforts, telephone contacts made
23 and correspondence used by the Contractor must comply with applicable federal,
24 state and local laws. Contractor understands and agrees that it is solely responsible
25 for any action or inaction of its staff and/or subcontractors that results in an
26 unsatisfactory performance penalty being assessed against City and/or Contractor in
27 the handling of assigned collection accounts.
28
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1 2. Permits. Contractor shall obtain, at its own expense, all necessary
2 licenses and permits, including but not limited to those required by the City of
3 Inglewood, before performing any services required under this Agreement. Contractor
4 services shall include all taxes, delivery and all other fees and expenses.
5 3. Professional Standard. Contractor represents and warrants that it has
6 the qualifications, experience, and facilities necessary to properly perform services
7 required under this Agreement in a first-class manner and shall conform to the highest
8 and best professional standards of quality observed by a person practicing in
9 Contractor’s profession. Acceptance of the Contractor’s work by City does not
10 operate as a release of Contractor’s representations.
11 4. Customer Service. Contractor should make citizen satisfaction a priority
12 in providing services under this Contract. Contractor’s employees should be trained to
13 be customer-service oriented and to positively and politely interact with citizens when
14 performing contract services.
15 5. Accounts. Contractor is responsible for all costs incurred for delinquent
16 citation collection (i.e. postage, printing, mailing, notices, remittance processing,
17 management information and reports, personnel and administrative support, all
18 necessary equipment, facilities, communications, software programs, security,
19 insurance, dispute resolution, customer service, telephone support, electronic and
20 manual skip tracing, and credit bureau reporting). Contractor shall include City or City
21 Client identification and/or other graphics as required by City and/or City Clients.
22 5.1 Account Update. Contractor shall update its account information system
23 within two (2) days of receipt of new information (name, address, telephone number,
24 registered owner information, etc.).
25 5.2 Form; Content. The form, content,and mailing sequence of all notices
26 shall be reviewed and approved by City and/or City Clients prior to implementation.
27 The Contractor must develop notices for duplex printing and provide notices in both
28 English and Spanish. City, at its sole discretion, may modify form, content, sequence,
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1 number and timing of notices that are mailed to violators. Any modification(s) shall be
2 implemented not later than ten (10) Business Days after receipt of City’s wriffen
3 instructions.
4 6 Mail Notices. Contractor shall send initial notices within ten (10) days of
5 an account being assigned and subsequent notices as agreed to with City and/or City
6 Client. Contractor understands and agrees to use its professional discretion and mail
7 individually worded collection demands with progressive degrees of intensity as
8 required by City or City’s Clients.
9 7 Telephone Contact. All telephone scripts shall be pre-approved by City
10 and/or City Clients before their use by Contractor. The Contractor shall attempt to
11 contact violators on a schedule determined by City and/or City’s Clients. The intention
12 is for the Contractor to continue to locate violators to encourage him/her to resolve
13 their outstanding accounts. The Contractor upon reaching a violator shall make every
14 effort to resolve all outstanding accounts. The attempted calls to the violator shall be
15 varied as to the day and the time of day to reasonably maximize the likelihood of
16 making contact. The Contractor must complete these telephone efforts as required by
17 City and/or City Clients. The Contractor must maintain Spanish speaking staff to
18 assist Hispanic customers. The Contractor should provide an 800 phone line to assist
19 violators in resolving their Cases; this phone number must be provided on all forms
20 and correspondence. Complaints received from the public and the individual
21 complaint resolution must be maintained in a system designated and approved by
22 City.
23 8 Payment Processing. Contractor understands that City and City Clients
24 may require different payment processing options. Contractor agrees, where required,
25 to establish individual trust accounts, mutually agreed upon schedule for check or wire
26 transfers, and direct payments to a post office box or other address designated by City
27 or City-Client. Contractor shalLpromptly; less anyagreed uponcommission, remitall
28
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1 money received to City or City Client, as previously agreed to in writing, as required by
2 law or this Agreement.
3 9 Interest; Late fees; Litigation. Contractor shall not, unless authorized in
4 writing by an authorized City representative or authorized representative of a City
5 Client, assess any interest or additional fees dn any assigned accounts. Nor, shall
6 Contractor arrange for or institute any legal action without the prior written approval by
7 an authorized City or City Client representative.
8 10 Staffing. Contractor shall provide City with one (1) contact person who
9 will make themselves available to meet for operational discussions, attend meetings,
10 review performance and assist in the preparation of proposals. This individual must
11 have the authority to make and implement policy changes or modifications.
12 Additionally, Contractor will provide the necessary staffing to manage the delivery of
13 services required under this Agreement. Contractor shall be responsible for costs and
14 expenses related to collection staffing issues.
15 11 Collection System. Contractor, at its own expense, shall provide a
16 collection system to implement all services including, but not limited to: notice
17 mailings, postage, address research, phone efforts, payment collections, tax intercept
18 lien files, providing management information and reports, providing necessary
19 equipment, facilities and communications, personnel and administrative support,
20 software/hardware/computer equipment, security and insurance. Contractor agrees to
21 allow City input in the design, testing and acceptance of all collection systems prior to
22 their use in support of this Agreement.
23 12 Back up. The Contractor shall have or create complete back-up systems
24 and capacity for all systems including hardware, software, communication lines, and
25 other equipment. The Contractor shall retain sufficient back-up files so that
26 reconstruction of all collection processing activities can be accomplished for audit
27 purposes and emergency situations.
28
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1 13 Training. Contractor shall, at no charge, and at the City’s request,
2 conduct instruction and training of City and/or City Client personnel in connection with
3 any Contractor services, equipment, system(s) and/or procedures.
4 14 City Assistance. Contractor shall pay and/or reimburse City for all travel
5 related expenses (such as airfare, car rental, meals, registration, etc.) in which City
6 employees assist and/or participate in meetings and/or conferences with prospective
7 and/or current City Clients. Prior written approval of Contractor’s designee and the
8 City Manager is required before City’s commitment to assist Contractor.
9 15 Public Disclosure(s). Contractor specifically understands and agrees
10 that it may not release any information related to its performance under this
11 Agreement to the media without City’s prior written approval. Nor, shall Contractor
12 issue Press Releases without City Manager’s prior written approval.
13 16 Tax Offset Program. Contractor may charge a fee of two dollars and fifty
14 cents ($2.50) per account for the direct expenses associated with the Tax Offset
15 Program (Social Security Numbers, and placement charges with the Franchise Tax
16 Board). Any changes or modifications in the placement fee shall not be effective
17 unless it is approved in writing by City and affected City Client(s).
18 17 Termination fees. Contractor shall not be entitled to any fees related to
19 any account withdrawn or cancelled by City or City Clients on any payments received
20 after one hundred twenty (120) days after termination of this Agreement. Contractor
21 will not reactivate any account previously returned to City, without express written
22 permission by City.
23 . ARTICLE 2 -- SCOPE OF CITY’S DUTIES
24 City shall provide Contractor with such necessary and appropriate information
25 which it possesses and which is necessary for carrying out the work as outlined in the
26 Scope of Services.
27 City agrees to provide Contractor’s personnel training on the use of City’s
28 customer service systems.
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1 ARTICLE 3 -- COMPENSATION
2 1.0 Client Fees. Payment to Contractor shall be dependent upon the
3 contractual payment agreement, based on volume and scope of services, negotiated
4 between City and Contractor and City Clients. No Contractor collection fee shall be
5 paid on accounts that have been dismissed or voided by City and/or its Clients.
6 Contractor understands and agrees that commission payments are contingent upon
7 payment and approval of payment by City Clients and/or FTB distribution proceeds.
8 City shall not be obligated for payment of any Contractor services and/or expenses if
9 City does not receive a prior related and corresponding payment from City Client(s).
10 1.1 Percentage Based Collections. Contractor’s collection fee, excluding
11 collection of collection cost recovery penalty fees authorized by City andlor its Clients
12 will range from fifteen percent (15%) to thirty five percent (35%).
13 1.2 Fixed Rate Collections. Contractor’s collection fee, excluding collection
14 of collection cost recovery penalty fees authorized by City and/or its Clients shall
15 range from twenty dollars ($20.00) to forty dollars ($40.00).
16 1.3 Franchise Tax Board (FTB) Lite Service Process. Contractor’s
17 collection fee for this service shall be two dollars and fifty cents ($2.50) per account,
18 plus fifteen percent (15%) of revenue collected. The FTB reimbursement fee may be
19 adjusted annuafly. However, any change (increase/decrease) will require City’s prior
20 written approval.
21 1.4 Civil Filings. On accounts owing in excess of one thousand dollars
22 ($1,000.00) the collection fee shall be forty-five percent (45%) plus any additional
23 court fees.
24 2.0 Commissions. The collection fee charged to City Clients is dependent
25 on the volume and level of service negotiated. Currently, City Clients are charged a
26 collection fee of thirty percent (30%) to thirty five percent (35%), not including fees
27 added by City and/or City Clients for collection cost recovery fee(s). In order to
28 request payment, Contractor agrees to provide City with a monthly commission report
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1 that lists the commissions earned by LES for collection service agreements and the
2 corresponding City commission. The information provided in Contractor’s monthly
3 commission report shall be subject to verification by City. City will generally process
4 and pay invoices within forty five (45) days of receipt.
5 2.1 Contractor shall provide City with monthly City and City Client
6 statements and reconciliation by the twenty-fifth (25th) of each month. A penalty of
7 one percent (1%), per collection service account, may be imposed on Contractor for
8 failure to provide such statements and reconciliations as required. Additionally, City
9 may impose a separate penalty of one percent (1%) on all collection account
10 agreements, if Contractor fails to disburse City and/or City Client funds within sixty
ii (60) days of receipt.
12 2.2 Contractor shall pay City a commission of eleven percent (11%) on all
13 fees paid to Contractor on all renewing and new City agreements obtained by
14 Contractor and approved by City.
15 2.3 If City elects to exercise its option to extend the term of this Agreement,
16 City’s commission from Contractor shall increase from eleven percent (11%) to twelve
17 and one-half percent (12.5%) on all collection fees paid to Contractor on all renewing
18 and new City agreements obtained by Contractor and approved by City, less a FTB
19 collection reimbursement fee of two dollars and fifty cents ($2.50) per account.
20 2.4 Contractor shall pay City a commission of five percent (5%) of net fees
21 paid to Contractor on any new California collection service agreement, with annual
22 citations less than 500,000, obtained by Duncan Solutions, Inc. or LES in which City
23 referred and/or assisted in obtaining. Contractor and City may negotiate the
24 commission on accounts greater than 500,000 annual citations. This subsection is
25 effective for any collection service agreements entered into after January 1, 2011.
26 2.5 Franchise Tax Board (FTB) Full Service Process. The standard eleven
27 percent (11%) commission rate does not apply to FTB collection services. Contractor
28 shall pay City a commission of thirty-three percent (33%) of net collection fees paid to
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1 Contractor less a reimbursement fee of two dollars and fifty cents ($2.50) per account.
2 The FTB fee reimbursement fee may be adjusted annually. However, any change
3 (increase/decrease) will require City’s prior written approval.
4 2.6 Franchise Tax Board (FTB) Lite Service Process. Contractor shall pay
5 City a commission of ten percent (10%) of collection fees paid to Contractor less a
6 collection reimbursement fee of two dollars and fifty cents ($2.50) per account. The
7 FTB fee reimbursement fee may be adjusted annually. However, any change
8 (increase/decrease) will require City’s prior written approval.
9 3.0 Full Service Collections Program. Contractor shall pay City a
10 commission of eleven percent (11%) of collection fees paid to Contractor.
11 3.1 If City elects to exercise its option to extend the term of this Agreement,
12 City’s commission from Contractor shall increase from eleven percent (11%) to twelve
13 and one-half percent (12.5%) on all collection fees paid to Contractor less a collection
14 reimbursement fee of two dollars and fifty cents ($2.50) per account.
15 4.0 Contractor shall be responsible for providing City Client(s) with FTB
16 collection services and all associated costs (including but not limited to: SSN’s, notice
17 printing, mailing, receipt of payments, and other optional customer services).
18 4.1 City Client(s) may select additional collection services such as skip
19 tracing, customer service and remittance processing. Depending on the services
20 provided, Contractor shall be entitled to a collection service fee, from City Clients,
21 between fifteen percent (15%) and thirty-five percent (35%). Additional services
22 include skip tracing, customer service and remittance processing.
23 5.0 Contractor is responsible for the planning and preparation of the annual
24 FTB Tax Offset filing with the State of California by the second Monday in December.
25 If Contractor fails to complete the filing as required, City may impose on Contractor a
26 penalty fee of seventy five dollars ($75.00) for each calendar day, continuing to the
27 time the FTB accepts the FTB Tax Offset filing.
28
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1 6.0 Additionally, Contractor is solely financially responsible for the action or
2 inaction of its staff that result in a disruption of services, penalties being assessed
3 and/or requests for fee waivers by/to City and/or City Clients.
4 7.0 City shall retain and Contractor shall not be entitled to a collection fee or
5 portion of a collection fee on any account that is received after one hundred twenty
6 (120) days after the termination of this Agreement.
7 ARTICLE 4—TERM
8 This Agreement shall begin on the date of its full execution and expire on April
9 16, 2015 unless terminated earlier. City, at its sole option, has the right to extend the
10 term of this Agreement for an additional three (3) year period, based on the same
11 terms and conditions of this Agreement. City shall notify Contractor in writing of its
12 exercise of its option for an additional term not less than sixty (60) days prior to the
13 end of the then current term.
14 ARTICLE 5—TERMINATION
15 City shall have the right at any time to temporarily suspend Contractor’s
16 performance under this Agreement, in whole or in part, by giving a written notice of
17 suspension to Contractor. If City gives such notice of suspension, Contractor shall
18 immediately suspend its activities under this Agreement, as specified in such notice.
19 City shall have the right to terminate this Agreement at any time by giving a
20 written notice of termination to Contractor.
21 Upon such suspension or termination by City, Contractor may be paid for the
22 services rendered to City in accordance with the scope of services on or before the
23 effective date of the suspension or termination. However, if this Agreement is
24 suspended or terminated on account of a default by Contractor, City will be obligated
25 to compensate Contractor only for that portion of Contractor’s services which are a
26 direct and immediate benefit to City as determined by the City Manager. City shall not
27 in any manner be liable for lost profits, interest, or late fees that Contractor might have
28
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1 been entitled to had the Agreement not been terminated or had Contractor completed
2 the services under this Agreement.
3 ARTICLE 6— NOTICES
4 Any notices given pursuant to this Agreement shall be deemed received and
5 effective when properly addressed, postage prepaid, and deposited in the United
6 States mail to the respective parties as follows:
7 pj~ Contractor:
City Clerk
Gary Smith, President
8 City of Inglewood Law Enforcement Systems LLC
One Manchester Boulevard 633 Wisconsin Avenue, Suite 1600
Inglewood, CA 90301 Milwaukee, WI 53203
10
with a copy to:
with a copy to:
Dean Viereck
Michael Nickolaus, CEO
12 Pkg & Outsource Svrs. Manager Duncan Solutions, Inc.
City of Inglewood 633 Wisconsin Avenue, Suite 1600
13 One Manchester Boulevard Milwaukee, WI 53203
14 Inglewood, CA 90301
15 ARTICLE 7 --NO AGENCY RELATIONSHIP
16 No agency relationship between Contractor and City is intended or created by
17 this Agreement. Contractor is not authorized and shall not at any time or in any
18 manner represent that it is an agent, servant, or employee of City; it being expressly
19 understood that Contractor is and at all times shall remain a wholly independent
20 contractor. Contractor shall have no authority to bind City in any manner, to incur any
21 obligation, debt, or liability of any kind on behalf of or against City, whether by contract
22 or otherwise, unless such authority is expressly conferred in writing by an authorized
23 representative of City.
24 Neither Contractor, nor any of Contractor’s officers, employees, or agents, shall
25 obtain rights to retirement, health care, or any other benefits which may otherwise
26 accrue to City’s employees. Contractor expressly waives any claim Contractor may
27 have to any such rights. Contractor agrees to purchase its own worker’s
28 compensation insurance for California.
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1 ARTICLE 8— OWNERSHIP OF DOCUMENTS
2 Except for LES proprietary information, software or technology, all other
3 documents prepared, developed, or discovered by Contractor in the course of
4 providing any services pursuant to this Agreement including but not limited to original
5 studies, surveys, reports, data, notes, computer files, and all other documents are and
6 shall remain the sole property of the City and may not be used, reused, or otherwise
7 disposed of without the permission of the City. Upon completion, expiration, or
8 termination of this Agreement, Contractor shall give City all such documents, including
9 but not limited to original studies, surveys, reports, data, notes, computer files, files,
10 and other documents.
11 Any and all records or documents required to be maintained pursuant to this
12 section shall be made available for inspection, audit, and copying, at any time during
13 regular business hours, upon written request by City or its designated representative.
14 Where City has reason to believe that any of the documents or records required
15 to be maintained pursuant to this section may be lost or discarded due to dissolution
16 or termination of Contractor’s business, City may, by written request, require that
17 custody of such documents or records be maintained by the requesting party. Access
18 to such documents and records shall be granted to City, as well as to its successors-
19 in-interest and authorized representatives.
20 ARTICLE 9— STATUS OF CONTRACTOR
21 Contractor is and shall at all times remain a wholly independent Contractor and
22 not an officer, employee or agent of City. Contractor shall have no authority to bind
23 City in any manner, to incur any obligation, debt or liability of any kind on behalf of or
24 against City, whether by contract or otherwise, unless such authority is expressly
25 conferred in writing by an authorized representative of City.
26 Contractor’s personnel performing the services under this Agreement on behalf
27 of Contractor shall at all times be under Contractor’s exclusive direction and control.
28 The City, any elected or appointed boards, commissions, committees, officers,
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1 officials, employees or agents of City, shall not have control over the conduct of
2 Contractor or any of the Contractor’s officers, employees, or agents, except as set
3 forth in this Agreement. Contractor shall not at any time or in any manner represent
4 that Contractor or any of Contractor’s officers, employees, or agents are in any
5 manner officials, officers, employees, or agents of City.
6 Neither Contractor, nor any of Contractor’s officers, employees, or agents, shall
7 obtain rights to retirement, health care or any other benefits which may otherwise
8 accrue to City’s employees. Contract expressly waives any claim Contractor may
9 have to any such rights. Contractor agrees to purchase its own worker’s
10 compensation insurance for New York and California.
11 ARTICLE 10— CONFIDENTIAL INFORMATION, RELEASE OF INFORMATION
12 All information gained or work product produced by Contractor in performance
13 of this Agreement shall be considered confidential, unless such information is in the
14 public domain. Contractor shall not release or disclose any such information or work
15 product to persons or entities other than to City without the prior written authorization
16 of the City Manager, except as may be required by law.
17 Contractor, its officers, employees, agents, or subcontractors, shall not
18 voluntarily provide declarations, letters of support, and testimony at depositions,
19 respond to a court order or subpoena, response to interrogatories, or other information
20 concerning the work performed under this Agreement without City’s prior written
21 approval, which will not be unreasonably withheld.
22 If Contractor, or any officer, employee, agent, or subcontractor of Contractor,
23 provides any information of work product in violation of this Agreement, then City shall
24 have the right to reimbursement and indemnity from Contractor for any damages,
25 costs, and fees, including attorney fees, caused by or incurred as a result of
26 Contractor’s conduct.
27 Contractor shall promptly notify City should Contractor, its officers, employees,
28 agents, or subcontractors are served with any summons, complaint, subpoena, notice
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1 of deposition, request for documents, interrogatories, request for admissions, or other
2 discovery request, court order, or subpoena from any party regarding this Agreement
3 and the work performed there under. City retains the right, but has no obligation, to
4 represent Contractor or be present at any deposition, hearing, or similar court-ordered
5 proceeding. Contractor agrees to cooperate fully with City and to provide City with the
6 opportunity to review any response to discovery requests served on Contractor and
7 proposed responses thereto. However, this right to review any response does not
8 imply or mean the right by City to control, direct, or rewrite said response.
9 ARTICLE 11 — INSURANCE
10 Contractor shall not commence Services under this Agreement until it has
11 provided evidence satisfactory to the City that it has secured all required insurance.
12 Additionally, Contractor shall not allow any subcontractor to commence work until it
13 has provided evidence satisfactory to the City that the subcontractor has secured all
14 insurance required under this Agreement.
15 Contractor shall procure and maintain for the duration of the contract insurance
16 against claims for injuries to persons or damages to property that may arise from or in
17 connection with the performance of work hereunder by the Contractor, his agents,
18 representatives, or employees. The cost of such insurance shall be borne by the
19 Contractor.
20 Minimum Scope of Coverage
21 Coverage shall be at least as broad as:
22 1. Insurance Services Office Commercial General Liability coverage
23 (occurrence form CG 0001)
24 2. Insurance Services Office Form Number CA 0001 covering Automobile
25 Liability, Code 1 (any auto).
26 3. Workers’ Compensation insurance as required by the State of California
27 and Employer’s Liability Insurance.
28 \\\
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1 Minimum Limits of Insurance
2 Contractor shall maintain no less than:
3 1. General Liability: $1,000,000 per occurrence for bodily injury,
4 personal injury and property damage. The general aggregate limit shall apply
5 separately to this project/location. Defense costs shall be paid in addition to the limits.
6 The policy shall not contain any endorsements or provisions limiting coverage for (1)
7 products and completed operations; (2) contractual liability; (3) third party action over
8 claims; or (4) cross liability exclusion for claims or suits by one insured against
9 another.
10 2. Automobile Liability: $1,000,000 per accident for bodily injury and
11 property damage
12 3. Employer’s Liability: $1,000,000 per accident for bodily injury or
13 disease.
14 4. Professional Liability: Errors and omissions with minimum limits of
15 $1,000,000. If coverage is written on a claims-made basis, the retroactive date shall
16 precede the effective date of the initial Agreement and continuous coverage will be
17 maintained or an extended reporting period will be exercised for a period of at least
18 three (3) years from termination or expiration of this Agreement.
19 Deductibles and Self-Insured Retentions
20 Any deductibles or self-insured retentions must be declared to and approved by
21 the City. At the option of the City, either: the insurer shall reduce or eliminate such
22 deductibles or self-insured retentions as respects the City, and its officers, officials,
23 employees and volunteers; or the Lessee shall provide a financial guarantee
24 satisfactory to the City guaranteeing payment of losses and related investigations,
25 claims administration and defense expenses.
26 Other Insurance Provisions
27 The general liability and automobile liability policies are to contain, or be
28 endorsed to contain, the following provisions:
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1 1. Additional Insured. The City, and its officers, officials, employees and
2 volunteers are to be covered as additional insureds with respect to liability arising out
3 of work or operations performed by or on behalf of the Contractor; or automobiles
4 owned, leased, hired or borrowed by the Contractor. Additional insured endorsements
5 shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3)
6 restrict coverage to “sale” liability of Contractor; or (4) contain any other exclusions
7 contrary to this Agreement.
8 2. Primary Insurance and Nan-Contributing Insurance. For any claims
9 related to this project, the Contractor’s insurance coverage shall be primary as
10 respects the City, and its officers, officials, employees and volunteers. Any insurance
11 or self-insurance maintained by the City, its officers, officials, employees or volunteers
12 shall be non-contributing and in excess of the of the Contractor’s insurance.
13 3. Cancellation. Each insurance policy required by this clause shall be
14 endorsed to state that coverage shall not be canceled, or the coverage suspended,
15 voided, reduced or allowed to expire, except after thirty (30) days’ prior written notice
16 by certified mail, return receipt requested, has been given to the City. The City will
17 accept ten (10) days prior written notice for non-payment of premium.
18 4. Coverage shall not extend to any indemnity coverage for the active
19 negligence of the additional insured in any case where an agreement to indemnify the
20 additional insured would be invalid under Civil Code Section 2782 (b).
21 5. Failure to Maintain Coverage. Contractor agrees to suspend and
22 cease all operations under this Agreement during such period of time if the required
23 insurance coverage is not in effect and evidence of insurance has not been furnished
24 to the City. The City shall have the right to withhold any payment due Contractor until
25 Contractor has fully complied with the insurance provisions of this Agreement.
26 6. Acceptability of Insurers. Insurance is to be placed with insurers that
27 are authorized to conduct business within the State of California and have a current
28 A.M. Best rating of not less than A:Vll.
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7. Verification of Coverage. Contractor shall furnish the City with original
certificates and amendatory endorsements affecting coverage required by this clause.
The endorsements should be on forms provided by the City or on other than the City’s
forms, provided those endorsements or policies conform to the requirements. All
certificates and endorsements are to be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of
all required insurance policies, including endorsements affecting the coverage
required by these specifications at any time.
Hold Harmless:
Contractor agrees to hold City harmless from any liability for bodily or personal
injury to or death of any person and for injury to or loss of any property resulting from
or arising out of the negligent or wrongful acts of Contractor, its officers, employees,
agents, or representatives, in performance or failure to perform any services required
by this Agreement.
ARTICLE 12—ASSIGNMENT, TRANSFER OR SUBCONTRACTING
Contractor shall not subcontract, sub-consult, assign, or transfer any work
under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the City Manager’s sole judgment and discretion.
Neither this Agreement, nor any term nor provision hereof or right hereunder, shall be
assignable unless as approved pursuant to this article, and any attempt to make such
assignment (unless approved) shall be void. City assumes no responsibility
whatsoever concerning compensation. Contractor shall be fully responsible to City for
all acts and omissions of a subcontractor and/or sub-consultant.
ARTICLE 13— EQUAL EMPLOYMENT OPPORTUNITY
Contractor agrees that during the performance of this Agreement, it shall not
discriminate against any employee or applicant for employment because of race,
creed, religion, color, sex, sexual orientation, age,~ disability, or national origin.
Page 16 of 19
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1 ARTICLE 14— GOVERNING LAW; VENUE
2 This Agreement shall be interpreted, construed, and governed according to the
3 laws of the State of California. In the event of litigation between the parties, venue in
4 state trial courts shall lie exclusively in the County of Los Angeles, Superior Court,
5 Southwest District, located at 825 Maple Avenue, Torrance, California 90503-5058. In
6 the event of litigation in the United States District Court, venue shall lie exclusively in
7 the Central District of California, in Los Angeles.
8 ARTICLE 15— MISCELLANEOUS
9 1. Non-exclusive. This Agreement is non-exclusive and that City may enter
10 into other collection services agreements for delinquent accounts receivable and other
11 indebtedness to City and/or City Clients.
12 2. Extra Work. Contractor shall not receive compensation for any services
13 provided outside the scope of services listed above unless the City Manager or his
14 designee, prior to Contractor performing the additional services, approves such
15 additional services in writing. It is specifically understood that oral requests and/or
16 approvals of such additional services or additional compensation shall be barred and
17 are unenforceable. Contractor shall not charge and City shall not pay any finance
18 charges and/or late fees on any overdue invoices.
19 3. City Software. Contractor agrees that it has not had in the past, does
20 not have in the present, and will not have in the future any ownership or proprietary
21 rights, title, to or interest in any City software and/or parking citation system.
22 Contractor further agrees that it will not use any City software or other City proprietary
23 and/or confidential information, currently developed or in development, to compete, or
24 assist a third party to compete, directly or indirectly with City as it relates to parking
25 citation services.
26 4. Right to Audit. City and/or its Clients shall have access to and the right
27 to examine, audit, excerpt copy or transcribe any pertinent transaction, activity, or
28 record relating to this Agreement. City auditors, at all reasonable times, shall have
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1 access to the offices of Contractor and its subcontractors, and all necessary records,
2 and shall be provided adequate working area for the City auditors to conduct audits in
3 compliance with this Agreement. Such working area shall include: a desk, chair,
4 calculator and telephone, and shall have ready access to a photocopy and facsimile
5 machine. City auditors shall be allowed to interview any employee of Contractor and
6 its subcontractors throughout the term of this Agreement and for a period of five (5)
7 years after final payment or longer if required by law. All materials, including all
8 pertinent financial records and proprietary data, shall be stored and maintained by
9 Contractor at its main facility. Originals and/or copies of such documents or records
10 shall be provided, at Contractor’s expense, directly to the City.
11 5. Interpretation. The parties waive any benefits from the principles of
12 contra proferentum and interpreting ambiguities against drafters. No party shall be
13 deemed to be the drafter of this Agreement, or of any particular provision or
14 provisions, and no part of this Agreement shall be construed against any party on the
15 basis that the particular party is the drafter of any part of this Agreement.
16 6. Article titles, paragraph titles or captions contained herein are inserted
17 as a matter of convenience and for reference, and in no way define, limit, extend, or
18 describe the scope of this Agreement or any provision hereof.
19 7. Counterparts. This Agreement may be executed in counterparts, and
20 when each party hereto has signed and delivered at least one such counterpart, each
21 counterpart shall be deemed an original and, when taken together with the other
22 signed counterparts, shall constitute one Agreement, which shall be binding upon and
23 effective as to all parties hereto.
24 8. Severability; Invalidity. In the event that any condition or covenant
25 herein is held to be invalid or void by any court of competent jurisdiction, the same
26 shall be deemed severable from the remainder of the Agreement and shall in no way
27 affect any other covenant or condition herein contained as long as the invalid provision
28 does not render the Agreement meaningless with regard to a material term in which
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1 event the entire Agreement shall be void. If such condition, covenant, or other
2 provision shall be deemed invalid due to its scope of breadth, such provision shall be
3 deemed valid to the extent of the scope of breadth permitted by law.
4 9. Entire Agreement. This Agreement is the entire, complete, final and
5 exclusive expression of the parties with respect to the matters addressed therein and
6 supersedes all other Agreements or understandings, whether oral or written, or
7 entered into between Contractor and City prior to the execution of this Agreement. No
8 statements, representations or other Agreements, whether oral or written, made by
9 any party which are not embodied herein shall be valid and binding unless in writing
10 and duly executed by the parties or their authorized representatives.
ii
IN WITNESS WHEREOF, the City of Inglewood and Law Enforcement Systems
12 LLC have executed this Agreement as of the date first above written.
13 CITY OF INGLEWOOD LAW ENFORCEMENT SYSTEMS LLC
14
15 ______________________________ _____________________
16 James T. Buffs, Jr., Mayor Gary Smith, President
17 ATTEST:
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20 Yvonne Horton, City Clerk
APPROVED AS TO FORM:
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24 Cal Saunders, City Attorney
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