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HomeMy WebLinkAboutCC RESO 15,185RESOLUTION ND. 15,185 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY DECLARING VERTICAL MANAGEMENT SYSTEMS, INC. TO BE THE MOST RESPONSIBLE PROPOSAL AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH VERTICAL MANAGEMENT SYSTEMS, INC. WHEREAS, the Finance Director of the City of National City did in open session, on December 15, 1986, publicly open and examine all sealed proposals received as a result of the Request for Proposals for the billing and processing of citations for parking violations. NOW, THEREFORE, IT IS HEREBY RESOLVED that the City Council of the City of National City hereby rejects all of said proposals except that herein mentioned, and hereby awards the contract for the billing and processing of citations for parking violations contract to the lowest responsive bidder, to wit: VERTICAL MANAGEMENT SYSTEMS, INC. BE IT FURTHER RESOLVED by the City Council of the City of National City, California, that the Mayor is hereby authorized to execute on behalf of the city, a contract between Vertical Management Systems, Inc. and the City of National City to provide for the billing and processing of citations for parking violations. PASSED and ADOPAD this 13th day of January, 1987. ATTEST: Iona Campbell, CiiEy Clerk APPROVED AS TO FORM: 444 Waters, Mayor George H. Eiser, III - City Attorney MULTI -STATE CITATION PROCESSING AGREEMENT This Agrrdnent made and entered into in duplicate originals the date of the last signature hereto between "VERTICAL MANAGEMENT SYSTEMS", hereinafter referred to as "VMS", a California Corporation, 18700 Beach Blvd., Suite 110, Huntington Beach, California 92648 and the "CITY' OF NATIONAL CITY", hereinafter referred to as "CUSTOMER", and identified by its signature hereto. WHEREAS VMS is experienced in municipal parking citation management processing and collections; and WHEREAS CUSTOMER desires to make use of said services and experience of VMS; NOW, THEREFORE, it is agreed between the parties thereto as follows: 1. SUBJECT During the term of this Agreement VMS will supply to CUSTOMER, computerized services regarding: registered vehicles cited by the ISSUING AGENCIES for parking violations. Said services will include: - ON-LINE computerized retrieval system at VMS facilities; - Automatic enforcement notice mailing: - Report(s) showing collection, banking and payment processing of violation bail and reporting of same to the CUSTOMER. - Verification of citations: cite number or license number as given by ISSUING AGENCY with citations; - Report of name or address information of a citee from DMV files; VMS will provide the complete data processing services required for above including all necessary systems analysis and design, computer programming, conversion of data, information storage and retrieval, data transmission, systems controls and all related man -machine interaction including data entry and verification necessary for the CUSTOMER. 1 ORIGINAL 2. RELATIONSHIP OF CUSTOMER AND VMS VMS is not an employee of CUSTOMER. Rather, VMS is an independent contractor although VMS employees/agents may work with QJSTOMER's employees and at times at the cite of CUSTOMER's business location. CUSTOMER is contracting for results produr d by VMS only and shall not determine how VMS internally performs its obligations under this Agreement. VMS shall bear all of its own expense and disbursements for travel, maintenance, personnel, office, clerical, and overhead expenses. 3. SERVIC.FS PERFORMED BY VMS a. VMS agrees to process CUSTOMER AND/OR ISSUING AGENCY's data within three (3) days of receipt of documents from CUSTOMER AND OR ISSUING AGENCY. VMS will process all citations by date written and date paid/disposition date. VMS will process and record Citee's record of payment(s) received and Court dispositions. VMS will provide monthly a "Year -to -Date" statistics report summarizing said information to CUSTOMER although eliminating reporting of citations from prior calendar years if more than eighteen (18) months after initial delivery to VMS. b. VMS agrees to provide, as requested, additional reporting. Agreed upon delivery times by VMS are subject to delay for causes beyond those anticipated by or within the control of VMS. VMS does not agree to assume responsibility for consequential damages to CUSTOMER if any for delay in VMS delivery specially requested processed records or data to CUSTOMER. c. All monthly reporting and accounting will be provided to -the CUSTOMER by the 15th of the month for received activity for the previous month d. Forms All forms, delinquency notices and correspondence sent and provided by VMS will conform to State and local law and be approved by the Court. e. Subcontracting All subcontracting is subject to prior approval by the CUSTOMER. 4. SERVICES BY CUSTOMER CUSTOMER shall supply the following to VMS at the following times: DOCUMENTS Magnetic tape or other media of previous weeks payments.... Copy of issued citation(s)..and/or.. Magnetic Tape of citations Disposition Slips Court Documents 5. PROM= OF VMS WHEN REQUIRED Weekly Weekly Weekly (as Rgr'd) Weekly (if any) a. The parties hereto agree that VMS is the owner of and shall remain the owner of all of its concepts, approaches, trade secrets, computer programs, experience, written procedures, forms, magnetic tapes, punch cards, and similar computer materials. b. Trade secrets shall be defined by agreement between the parties hereto to include without limitation, VMS Computer Software and ideas included therein. c. During the term of this Agreement and the relationship of the parties, VMS may develop new and additional programs, and methods of handling and processing the data which is the subject of this Agreement which programs and methods are agreed to be the property of VMS. d. Fran time to time, at its own option and expense, VMS many install its own local collection offices, said offices and their internal procedures will be controlled entirely by VMS. 6. PROPERTY OF CUSTOMER All documents, records, tapes, information supplied by CUSTOMER to VMS is agreed to be and to remain the sole property of CUSTOMER and VMS agrees to return the physical evidence of same supplied by customer to CUSTOMER no later than forty-five (45) days following termination of this - Agreement. Within such period, the CUSTOMER may make arrangements with VMS for the transmission of such data to the - CUSTOMER upon payment to VMS of the cost of such tape from VMS's computer facilities to CUSTOMER's designated point of delivery. If termination of this document is by VMS, VMS will waive all costs set out in this paragraph. - 3 - 7. STORAGE FOR CUSTOMER a. VMS agrees to store and have available its processing of CUSTOMER's data for a reasonable period of time, no longer than three -hundred sixty-five (365) days. VMS will provide CUSTOMER reasonable retrieval of same during such period. The CUSTOMER relieves VMS of all liability costs and loss for such storage or retrieval for CUSTOMER to any other person or entity using such data. b. Subsequent to said three -hundred sixty-five (365) days, VMS will deliver to CUSIt»1F2 VMS's hard copy. If requested, a magnetic tape of its processed data is available for a fee of Seventy -Five Dollars. 8. EXCLUSIVITY The parties agree that the consideration to be paid to VMS is based in part upon VMS furthering and developing its good will as the exclusive servicer of said services to CUSTOMER. CUSTOMER therefore agrees to utilize only the services of VMS during the term of this Agreement for the processing of the citations referred to above. CUSTOMER agrees during the term of the Agreement to not directly or indirectly assist a competitor of VMS in the performance of the services provided by VMS under this Agreement, and subsequent to the term of this agreement to not divulge the trade secrets or property of VMS to any entity other than VMS. 9. PAYMENT ID CTTY Citation payments will be deposited daily into a VMS parking citation bank account. Payment of revenue to the City -will be disbursed monthly, on the 15th of each month, for the previous month. VMS standard service charge (Exhibit B) will be deducted from the revenue check. VMS will provide a detailed listing of all citations paid, in addition to requested reports. 10. CONFIDENTIALITY CUSTOMER agrees to keep confidential the procedures, approaches, and trade secrets. VMS agrees to keep confidential the data supplied it by CUSTOMER except if same is delivered to or released to a third party or parties at the request of CUSTOMER or as reasonably anticipated in order to supply the herein services to CUSTOMER, e.g. delivery of information to department of motor vehicles. VMS shall not be obligated to keep private data which has entered public knowledge or which may legally be obtained through third parties, or to keep confidential techniques developed solely by VMS or jointly with CUSTOMER regarding this subject of this Agreement. - 4 - 11. HOLn»ARM ESS VMS agrees to use reasonable care in the processing of the data supplied by CUSTOMER and agrees to correct errors in its transcribing without charge. Neither party agrees to respons- ibility to any other party for the negligence of the other party to this agreement. Each party agrees to: 1. Defend after reasonable notice and request suits brought against the other which are due to its own negligence; and 2. Pay any non -exemplary judgement against the other party resulting from its own negligence after reasonable and timely opportunity to defend has been given to the negligent party. CUSTOMER additionally agrees to hold VMS harmless from dama- ges, if any, which flaw necessarily from release of the herein data to VMS and VMS' non -negligent performance of its duties as herein provided. 12. AFFIRMATIVE ACTION VMS will comply with Title VI of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, handicap, sex or national origin be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement. 13. TERM The term of this Agreement shall commence upon last signatur- of this agreement hereto and shall continue in full force and effect for 3 years at which time it shall automatically renew for 1 year periods unless 30 days prior to sane either party notifies the other in writing of its election to NOT renew for cause, or unless earlier terminated by the occurrence of any of the following occasions: 1. Ninety (90) days written notice (without cause) served on the other party, or 2. Brear-h of the Agreement by the other party upon written election based thereon served on the other party giving the other party thirty (30) days within which to cure such breach, if curable. 5 14. INCORPORATORS The exhibits attached hereto labeled Exhibit A & B are hereby incorporated by this reference with the same force and effect as if set forth in full in this place. 15. ATTORNEY'S FEES If any action is filed in a Court of proper jurisdiction and is reasonably necessary to enforce the teens of this Agreement, the prevailing party shall be entitled to its reasonable attorney fees and reasonable disbursements in addition to any other re- lief to which the prevailing party may be entitled. 16. CHOICE OF LAW This Agreement shall be governed by and construed in accordance with the laws of the state where this contract is being signed and at the time of execution or renewal thereof wherein the con- sideration to VMS is payable and wherein this Agreement is ac- cepted by VMS. 17. PARTIAL INVALIDITY If any portion of this Agreement is declared invalid by Court of proper jurisdiction the remaining provisions shall be carried in effect as stated. 18. INSURANCE VMS will and does carry Public Liability Insurance for a combined single limit of $2,000,000. Verification of insurance may be obtained from Ms. Jerianne Ekins, House Sheffield Insurance Agency, telephone 714/630-5992. 19. ENTIRE AGREEMENT This Agreement constitutes the only Agreement of the parties hereto relating to the herein services and correctly sets forth their respective rights and duties. Any prior or concurrent representations, agreements, promises, negotiations not express- ly set forth herein are agreed to be of no force or effect. Executed on the dates set beside signatures hereto at the places hreafter indicated. VERTICAL MANAG MMT SYSTEMS, Inc. by: 4tr,t6h-t-Ty(, 1987 at Huntington Beach, CA CUSTOMER, by: EXHIBIT "A" Procedure for collection of citation bonds/bails and forwarding: 1. VMS will instruct citees/defendants to mail personal check or money order only to - Parking Citation Center, P.O. Box 2730, Huntington Beach, CA 92647-2730 or other agreed upon local area mailing address, made payable to the "City of National City". 2. Citation payments will be forwarded to VMS for processing. Payments received by VMS will be deposited daily into VMS's Parking Citation Bank Account. Payment of revenue to the CITY will be dispersed monthly, on the 15th of each month for the previous month. VMS standard service charges (Exhibit B) will be deducted from the revenue check. VMS will provide a detailed listing of all citations paid, in addition to requested reports. 3. VMS agrees to make all deposits on a daily basis. 8 EXHIBIT "B" RATE Exhibit 1. Standard Service, as stated in this Agreement and Exhibit "A", per processed citation $ .95 2. Total Cost Per processed Citation $ .95 3. Out -of -State. a. THIRTY-FIVE PERCENT (35%) is retained by VMS for performances of out-of-state citation processing, no other costs of any type will be born by the CUSTOMER. b. VMS shall carry out all necessary procedures including but not limited to data processing, reporting, collecting, and accounting associated with these citations. c. CUSTOMER shall be compensated at a rate equal to SIXTY-FIVE PERCENT (65%) of monies collected. 4. Complete processing of "Backlog" citations is to be processed by Vertical Management Systems as follows: a. All backlog citations will be processed at $.90 per citation. b. All backlog must be sent to VMS at one time. This is a one time processing charge. Backlog is considered as any citation issued prior to the contract date. 5. This pricing is valid for a period of 3 years. In the event of a U.S. Postal price increase, VMS will negotiate with the CUSTOMER on the per citation rate as it applies to the postal rate increase only. 9