HomeMy WebLinkAbout05-16-2017 Item 06 Authorize award of contract for parking enforcement management system (pems), specification no. 91495 Meeting Date: 5/16/2017
FROM: Daryl Grigsby, Director of Public Works
Prepared By: Scott Lee, Parking Services Manager
SUBJECT: AUTHORIZE AWARD OF CONTRACT FOR PARKING ENFORCEMENT
MANAGEMENT SYSTEM (PEMS), SPECIFICATION NO 91495
RECOMMENDATION
Authorize the City Manager to enter into contract with PassportParking, Inc. for the Parking
Enforcement Management System (PEMS), Specification No. 91495, for a five- year period.
DISCUSSION
The City’s contract for parking citation processing was signed in May 2005 for a five-year
agreement with Phoenix Group, and the City extended the contract until June 30, 2014. Since
then the vendor has been working on a month-to-month basis. On December 1, 2015, the
Council approved an RFP for citation processing and directed staff to circulate for a new vendor.
That process was later suspended, and the project RFP was recirculated with language changes to
clarify and define deliverables in line with better industry systems and processing abilities that
were not addressed in the previous RFP language.
The RFP language has been revised and retitled Parking Enforcement Management System
(PEMS) to conform with industry terminology and was recirculated. The City received eight (8)
proposals for the RFP. A ranking committee was formed that reviewed all eight proposals and
created a short list of vendors (three) that were subsequently invited for in person interviews and
demonstrations. PassportParking, Inc. was ranked highest by the in-person interview panel in
delivering the needed services for citation processing management for the City.
Passport demonstrated superior service levels along with customizable reporting abilities that
will meet the City’s needs.
Staff recommends that the City Council authorize the City Manager to award the contract and
enter into a new contract with PassportParking, Inc. for five (5) years, with two, 2-year options
available at the discretion of the city.
FISCAL IMPACT
Parking citation processing services are paid out of the Parking Program Contract Services
account. It is estimated that parking citation processing services will cost approximately $65,000
each year. There is currently $68,500 allocated in FY 16-17 and budgeted funding is proposed to
continue on an ongoing basis with the proposed amounts in the FY 17-19 Financial Plan for the
next two years. Net parking citations revenues for FY 2015-16 were $579,823.
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ALTERNATIVES
1. Evaluate the option of processing parking citations in-house. Staff recommends against
this alternative due to lack of staff resources, DMV credential obligations, Payment Card
Industry (PCI) compliance requirements and credentials, and database development and
collection follow-up services required. Due to this intense service and lack of staff
resources, a majority of California cities contract parking citation processing services to
an outside firm.
2. The City Council could continue on a month-to-month agreement with Phoenix Group.
This alternative is not recommended since it is a best practice to conduct a competitive
process to secure a new vendor which is consistent with State and City requirements.
Attachments:
a - 2016 Parking Citation Processing Services RFP - FINAL 08-09-2016
b - Proposed Passport Contract 03-30-2017
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990 Palm Street San Luis Obispo, CA 93401
Notice Requesting Proposals for
PARKING ENFORCEMENT AND MANAGEMENT SYSTEM
Specification No. 91495
The City of San Luis Obispo is soliciting proposals from qualified vendors for a Parking
Enforcement and Management System, pursuant to Specification No. 91495. All proposals must
be received by the Finance Department, City Hall, 990 Palm Street, San Luis Obispo, CA no later
than 3:30 p.m. Pacific Daylight Time, September 15, 2016.
Proposals received after said date and time will not be considered. To guard against premature
opening, each proposal shall be submitted to the Finance Department in a sealed envelope
plainly marked with the proposer’s name, specification number, proposal title and due date of
proposal opening. Hard copied proposals shall be submitted along with the required forms
provided in the specification package and following instructions contained herein.
Proposals packages may be obtained at either:
The City’s website: www.SLOCity.org – Doing Business – Bids & Proposals Page; or a
http://www.slocity.org/government/department-directory/public-works/public-works-bids-proposals
Additional information may be obtained by contacting:
Scott Lee, Parking Manager, (805) 781-7234 or slee@slocity.org
Nicole Lawson, Supervising Administrative Assistant, (805) 781-7059 or nlawson@slocity.org
For Public Records requests see Section 1.13
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Specification No. 91495
TABLE OF CONTENTS
1. NOTICE TO PROPOSERS – PROPOSAL REQUIREMENTS .................................................. 5
1.1. Summary and Requirement to Meet All Provisions ......................................................................... 5
1.2. Contract Term and Optional Extensions .......................................................................................... 5
1.3. Important Dates ............................................................................................................................... 5
1.4. Proposal Submittal and Format ....................................................................................................... 5
1.5. Labeling ............................................................................................................................................ 5
1.6. Insurance Certificate ........................................................................................................................ 5
1.7. Submittal of References ................................................................................................................... 6
1.8. Statement of Contract Disqualifications .......................................................................................... 6
1.9. Withdrawal or Revision of Proposals ............................................................................................... 6
1.10. Multiple Proposals ........................................................................................................................... 6
1.11. Procuring Agency/Personnel ............................................................................................................ 6
1.12. Inquiries and Clarifications ............................................................................................................... 6
1.13. Addenda ........................................................................................................................................... 7
1.14. Public Records .................................................................................................................................. 7
2. CONTRACT AWARD AND EXECUTION ................................................................................... 7
2.1. Proposal Retention and Award ........................................................................................................ 7
2.2. Competency and Responsibility of Proposer ................................................................................... 7
2.3. Form of Agreement .......................................................................................................................... 7
2.4. Insurance .......................................................................................................................................... 8
2.5. Business License and Tax .................................................................................................................. 8
2.6. Failure to Accept Contract ................................................................................................................ 8
2.7. Oral Presentations / Site Visits / Meetings ....................................................................................... 8
2.8. Proposer’s Responsibility ................................................................................................................. 8
3. CONTRACT PERFORMANCE...................................................................................................... 8
3.1. Ability to Perform ............................................................................................................................. 8
3.2. Laws to be Observed ........................................................................................................................ 8
3.3. Payment of Taxes ............................................................................................................................. 8
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3.4. Permits and Licenses ........................................................................................................................ 9
3.5. Safety Provisions .............................................................................................................................. 9
3.6. Public and Employee Safety ............................................................................................................. 9
3.7. Preservation of City Property ........................................................................................................... 9
3.8. Immigration Act of 1986 .................................................................................................................. 9
3.9. Proposer Non-Discrimination .......................................................................................................... 9
3.10. Work Delays ..................................................................................................................................... 9
3.11. Payment Terms ................................................................................................................................ 9
3.12. Inspection ....................................................................................................................................... 10
3.13. Audit ............................................................................................................................................... 10
3.14. Interests of Proposer ...................................................................................................................... 10
3.15. Hold Harmless and Indemnification ............................................................................................... 10
3.16. Contract Assignment ...................................................................................................................... 10
3.17. Termination .................................................................................................................................... 10
4. PROPOSAL CONTENT AND SELECTION PROCESS ............................................................. 11
4.1. Overview ........................................................................................................................................ 11
4.2. Calendar of Events ......................................................................................................................... 11
4.3. Background .................................................................................................................................... 12
4.4. Objectives ....................................................................................................................................... 12
4.5. Functional and Technical Requirements ........................................................................................ 13
4.6. Scope of Work ................................................................................................................................ 13
4.7. Selection Process ............................................................................................................................ 13
5. REQUIRED SUBMITTALS AND CONTENT OF PROPOSALS .............................................. 14
Chapter 1: Title Page ...................................................................................................................... 14
Chapter 2: Table of Contents ......................................................................................................... 14
Chapter 3: Executive Summary ...................................................................................................... 14
Chapter 4: Project Manager ........................................................................................................... 15
Chapter 5: Organizational Experience ........................................................................................... 15
Chapter 6: Organizational Chart and Project Team ...................................................................... 15
Chapter 7: References ......................................................................................................................... 16
Chapter 8: Customer Service and Technical Support ..................................................................... 16
Chapter 9: Sub Proposers ............................................................................................................... 16
Chapter 10: System Specifications ................................................................................................. 16
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Chapter 11: Implementation .......................................................................................................... 16
Chapter 12: Risks ............................................................................................................................ 17
Chapter 13: Disclosure of Past Contract Failures and Litigation .................................................... 17
Chapter 14: Proposer’s Financial Stability Assurance .................................................................... 17
Chapter 15: Fee Proposal ............................................................................................................... 17
Chapter 16: Additional Required Forms ......................................................................................... 19
REQUIRED FORMS ................................................................................................ 20
FORM A: SIGNATURE AFFIDAVIT ......................................................................................................... 20
FORM B: VENDOR PROFILE ............................................................................................................ 21
FORM C: REFERENCES .................................................................................................................... 22
FORM D: STATEMENT OF PAST CONTRACT DISQUALIFICATIONS ................................................ 25
FORM E: COST PROPOSAL SUBMITTAL FORM .............................................................................. 26
APPENDICES ...................................................................................................... 27
APPENDIX A: SAMPLE AGREEMENT ............................................................................................... 27
APPENDIX B: INSURANCE REQUIREMENTS .................................................................................... 37
APPENDIX C: SAMPLE PRINTED PARKING CITATION ..................................................................... 39
APPENDIX D: CURRENT BAIL SCHEDULE ........................................................................................ 40
APPENDIX E: SAMPLE CITATION CONTEST FORM ......................................................................... 43
APPENDIX F: CURRENT CITATION AGING REPORT ........................................................................ 44
APPENDIX G: FUNCTIONAL AND TECHNICAL REQUIREMENTS ..................................................... 45
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1 NOTICE TO PROPOSERS – PROPOSAL REQUIREMENTS
1.1 Summary and Requirement to Meet All Provisions
The City of San Luis Obispo (“City”) is soliciting proposals from qualified vendors for a
Parking Enforcement and Management System. Vendors submitting proposals
(“Proposers”) are required to read this Request for Proposals (“RFP”) in its entirety and
follow the instructions contained herein and shall meet all of the terms, and conditions of
the RFP specifications package. By virtue of its proposal submittal, the Proposer
acknowledges agreement with and acceptance of all provisions of the RFP specifications.
1.2 Contract Term and Optional Extensions
The contract term shall be for a period of five (5) years (“initial term”). The City will have
the option of two (2) additional two-year renewal options at the sole discretion of the City.
1.3 Important Dates
Deliver proposals no later than the due date and time indicated below. The City will reject
late proposals:
Issue Date: August 11, 2016
Due Date: September 15, 2016
1.4 Proposal Submittal and Format
Each proposal must be submitted in hard copy form (i.e. printed) with a total of five (5)
copies provided in the order provided in the specifications and accompanied by any other
required submittals or supplemental materials. Proposal documents shall be enclosed in
an envelope that shall be sealed and addressed to:
Finance Department
Attn: Lorraine Colleran
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
No FAX submittals will be accepted.
1.5 Labeling
All proposals must be clearly labeled:
Proposer’s Name and Address: ________________________
Specification # 91495
Title: Parking Enforcement and Management System
DUE: September 15, 2016
1.6 Insurance Certificate
Each proposal must include a certificate of insurance showing:
A. The insurance carrier and its A.M. Best rating.
B. Scope of coverage and limits.
C. Deductibles and self-insured retention.
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The purpose of the submittal is to generally assess the adequacy of the Proposer’s
insurance coverage during proposal evaluation; as discussed below, endorsements are not
required until contract award. The insurance requirements are detailed in Section 2.4.
1.7 Submittal of References
Each proposer shall submit a statement of qualifications and references on the for m
provide in the RFP package as Form C.
1.8 Statement of Contract Disqualifications
Each Proposer shall submit a statement regarding any past government disqualifications on
the form provide in the RFP package as Form D.
1.9 Withdrawal or Revision of Proposals
Proposers may, without prejudice, withdraw proposals by requesting such withdrawal prior
to the time specified for the proposal opening, by submitting a written request to the Bid
Administrator for its withdrawal, in which event the proposal will be return ed to the
Proposer unopened. All proposals will be opened and declared publicly. Proposers may
modify their proposal at any time prior to the due date and time of submission for
proposals.
1.10 Multiple Proposals
Multiple proposals from Proposers are NOT permitted.
1.11 Procuring Agency/ Personnel
The City of San Luis Obispo is the procuring agency:
Scott Lee, Parking Manager
City of San Luis Obispo
(805) 781-7234
slee@SLOCity.org
The City of San Luis Obispo Finance Department administers the procurement function:
Lorraine Colleran (Bid Administrator)
Finance Department
990 Palm Street
San Luis Obispo, CA 93401
(805) 781-7435
LColleran@SLOCity.org
1.12 Inquiries and Clarifications
Proposers are to raise any questions they have about the RFP document without delay.
Direct any questions concerning due dates and/or actual submittals to the bid administrator
either by phone or in writing. Direct all technical questions, those concerning specifications
and/or scope of work, to the procuring agency, either by phone or in writing.
Furthermore, Proposers finding any significant ambiguity, error, conflict, discrepancy,
omission, or other deficiency in this RFP document shall immediately notify the procuring
agency and request clarification.
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1.13 Addenda
In the event it is necessary to provide additional clarification or revision to the RFP, the
City will post addenda to the City website and to EBIDBOARD.COM website. It is Proposer’s
sole responsibility to regularly monitor the websites for any such postings. Failure to
retrieve addenda and include their provisions may result in disqualification.
1.14 Public Records
Proposers are hereby notified that all information submitted in response to this RFP may
be made available for public inspection according to the Public Records Act of the State of
California and the California Constitution. Information qualifying as a “trade secret” –
defined in California Public Records Act of 2004 – may be held confidential. Proposers shall
seal separately and clearly identify all information they deem to be “trade secrets,” as
defined by the State of California Statutes. Do not duplicate or comingle information,
deemed confidential and sealed, elsewhere in your response.
The City cannot ensure that information will not be subject to release if a request is made
under applicable public records laws. The City cannot consider the following confidential:
a bid in its entirety, price bid information, or the entire contents of any resulting contract.
The City will not provide advanced notice to Proposers prior to release of any requested
record.
To the extent permitted by such laws, it is the intention of the City to withhold the contents
of proposals from public view – until such time as competitive or bargaining reasons no
longer require non-disclosure, in the City’s opinion. At that time, all proposals will be
available for review in accordance with such laws.
2 CONTRACT AWARD AND EXECUTION
2.1 Proposal Retention and Award
The City reserves the right to retain all proposals for a period of 90 days for examination
and comparison. The City also reserves the right to waive non-substantial irregularities in
any proposal, to reject any or all proposals, to reject or delete one part of a proposal and
accept the other, except to the extent that proposals are qualified by specific limitations.
2.2 Competency and Responsibility of Proposer
The City reserves full discretion to determine the competence and responsibility,
professionally and/or financial stability, of Proposer. Proposer will provide, in a timely
manner, all information that the City deems necessary to make such a decision.
2.3 Form of Agreement
Proposers are responsible for reviewing this Form of Agreement prior to submission of their
proposal. The Form of Agreement shall serve as the basis for the contract resulting from
this RFP. The terms of this template contract shall become contractual obligations following
award of the RFP. By submitting a proposal, the contract shall become contractual
obligations following award of the RFP. By submitting a proposal, Proposers affirm their
willingness to enter into a contract containing these terms.
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2.4 Insurance
Proposers shall provide proof of insurance in the form, coverages and amounts specified in
Appendix B of these specifications within ten (10) calendar days after notice of contract
award as a precondition to contract execution.
2.5 Business License and Tax
The Proposer must have a valid City of San Luis Obispo business license and tax certificate
before execution of the contract. Additional information regarding the City's business tax
program may be obtained by calling (805) 781-7134.
2.6 Failure to Accept Contract
The following will occur if the Consultant to whom the award is made (Consultant) fails to
enter into the contract: the award will be annulled; any bid security will be forfeited in
accordance with the special terms and conditions if a Consultant's bond or security is
required; and an award may be made to the next highest ranked Consultant with whom a
responsible compensation is negotiated, who shall fulfill every stipulation as if it were the
party to whom the first award was made.
2.7 Oral Presentations / Site Visits / Meetings
Proposers may be asked to attend meetings, make oral presentations, inspect City locations
or make their facilities, or those of existing clients with similar operations, available for site
inspection as part of the RFP process. Such presentations, meetings, or site visits will be at
the Proposer’s expense.
2.8 Proposer’s Responsibility
Proposers shall examine this RFP and shall exercise their judgment as to the nature and
scope of the work required. No plea of ignorance concerning conditions or difficulties that
exist or may hereafter arise in the execution of the work under the resulting contract, as a
consequence of failure to make necessary examinations and investigations, shall be
accepted as an excuse for any failure or omission on the part of the Proposers to fu lfill the
requirements of the resulting contract.
3 CONTRACT PERFORMANCE
3.1 Ability to Perform
The Proposer warrants that it possesses, or has arranged through subcontracts, all capital
and other equipment, labor, materials, and licenses necessary to carry out and complete
the work hereunder in compliance with any and all federal, state, county, city, and special
district laws, ordinances, and regulations.
3.2 Laws to be Observed
The Proposer shall keep itself fully informed of and shall observe and comply with al l
applicable state and federal laws and county and City of San Luis Obispo ordinances,
regulations and adopted codes during its performance of the work.
3.3 Payment of Taxes
The contract prices shall include full compensation for all taxes that the Proposer is required
to pay.
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3.4 Permits and Licenses
The Proposer shall procure all permits and licenses, pay all charges and fees, and give all
notices necessary.
3.5 Safety Provisions
The Proposer shall conform to the rules and regulations pertaining to safety established by
OSHA and the California Division of Industrial Safety.
3.6 Public and Employee Safety
Whenever the Proposer's operations create a condition hazardous to the public or City
employees, it shall, at its expense and without cost to the City, furnish , erect and maintain
such fences, temporary railings, barricades, lights, signs and other devices and take such
other protective measures as are necessary to prevent accidents or damage or injury to the
public and employees.
3.7 Preservation of City Property
The Proposer shall provide and install suitable safeguards, approved by the City, to protect
City property from injury or damage. If City property is injured or damaged resulting from
the Proposer's operations, it shall be replaced or restored at the Proposer's expense. The
facilities shall be replaced or restored to a condition as good as when the Proposer began
work.
3.8 Immigration Act of 1986
The Proposer warrants on behalf of itself and all sub Proposers engaged for the
performance of this work that only persons authorized to work in the United States
pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall
be employed in the performance of the work hereunder.
3.9 Proposer Non-Discrimination
In the performance of this work, the Proposer agrees that it will not engage in, nor permit
such sub Proposers as it may employ, to engage in discrimination in employment of persons
because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion
of such persons.
3.10 Work Delays
Should the Proposer be obstructed or delayed in the work required to be done hereunder
by changes in the work or by any default, act, or omission of the City, or by strikes, fire,
earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or
labor due to federal government restrictions arising out of defense or war programs, then
the time of completion may, at the City's sole option, be extended for such periods as may
be agreed upon by the City and the Proposer. In the event that there is insufficient time to
grant such extensions prior to the completion date of the contract, the City may, at the time
of acceptance of the work, waive liquidated damages that may have accrued for failure to
complete on time, due to any of the above, after hearing evidence as to the reasons for
such delay, and making a finding as to the causes of same.
3.11 Payment Terms
Payments will be made consistent with the Agreement. The City's standard payment terms
are 30 days from the receipt of an original invoice and acceptance by the City of the
materials, supplies, equipment or services provided by the Proposer (Net 30).
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3.12 Inspection
The Proposer shall furnish City with every reasonable opportunity for City to ascertain that
the services of the Proposer are being performed in accordance with the requirements and
intentions of this contract. All work done and all materials furnished, if any, shall be subject
to the City's inspection and approval. The inspection of such work shall not relieve Proposer
of any of its obligations to fulfill its contract requirements.
3.13 Audit
The City shall have the option of inspecting and/or auditing all records and other written
materials used by Proposer in preparing its invoices to City as a condition precedent to any
payment to Proposer.
3.14 Interests of Proposer
The Proposer covenants that it presently has no interest, and shall not acquire any
interest—direct, indirect or otherwise—that would conflict in any manner or degree with
the performance of the work hereunder. The Proposer further covenants that, in the
performance of this work, no sub Proposer or person having such an interest shall be
employed. The Proposer certifies that no one who has or will have any financial interest in
performing this work is an officer or employee of the City. It is hereby expressly agreed
that, in the performance of the work hereunder, the Proposer shall at all times be deemed
an independent Proposer and not an agent or employee of the City.
3.15 Hold Harmless and Indemnification
The Proposer agrees to defend, indemnify, protect and hold the City and its agents, officers
and employees harmless from and against any and all claims asserted or liability established
for damages or injuries to any person or property, including injury to the Proposer's
employees, agents or officers that arise from or are connected with or are caused or claimed
to be caused by the acts or omissions of the Proposer, and its agents, officers or employees,
in performing the work or services herein, and all expenses of investigating and defending
against same; provided, however, that the Proposer's duty to indemnify and hold harmless
shall not include any claims or liability arising from the established sole negligence or willful
misconduct of the City, its agents, officers or employees.
3.16 Contract Assignment
The Proposer shall not assign, transfer, convey or otherwise dispose of the contract, or its
right, title or interest, or its power to execute such a contract to any individual or business
entity of any kind without the previous written consent of the City.
3.17 Termination
If, during the term of the contract, the City determines that the Proposer is not faithfully
abiding by any term or condition contained herein, the City may notify the Proposer in
writing of such defect or failure to perform. This notice must give the Proposer a 10 (ten)
calendar day notice of time thereafter in which to perform said work or cure the deficiency.
If the Proposer has not performed the work or cured the deficiency within the ten days
specified in the notice, such shall constitute a breach of the contract and the City may
terminate the contract immediately by written notice to the Proposer to said effect.
Thereafter, neither party shall have any further duties, obligations, respon sibilities, or rights
under the contract except, however, any and all obligations of the Proposer's surety shall
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remain in full force and effect, and shall not be extinguished, reduced, or in any manner
waived by the termination thereof.
In said event, the Proposer shall be entitled to the reasonable value of its services
performed from the beginning date in which the breach occurs up to the day it received the
City's Notice of Termination, minus any offset from such payment representing the City's
damages from such breach. "Reasonable value" includes fees or charges for goods or
services as of the last milestone or task satisfactorily delivered or completed by the
Proposer as may be set forth in the Agreement payment schedule; compensation for any
other work, services or goods performed or provided by the Proposer shall be based solely
on the City's assessment of the value of the work-in-progress in completing the overall work
scope.
The City reserves the right to delay any such payment until completion or confirmed
abandonment of the project, as may be determined in the City's sole discretion, so as to
permit a full and complete accounting of costs. In no event, however, shall the Proposer
be entitled to receive any amount in excess of the compensation quoted in its proposal.
4 PROPOSAL CONTENT AND SELECTION PROCESS
4.1 Overview
The City of San Luis Obispo (“City”) is soliciting proposals from qualified vendors
(“Proposers”) for a Parking Enforcement and Management System (PEMS) to improve
operations through the use of a comprehensive parking management system that will
provide the latest enforcement technology, citation management, and payment
management. Additionally, this project includes professional services for product
implementation, warranty, user training, maintenance and support.
The City requires well-managed and financially sound Proposers with demonstrated skills
and technical ability, and high levels of customer service and satisfaction, to fulfill the
requirements outlined in this RFP. Proposers must have at least five years of experience
with municipalities and/or college institutions, and provide references demonstrating
relevant services were provided. Only those firms with verifiable experience in Parking
Enforcement and Management Systems will be considered during this proposal process.
4.2 Calendar of Events
Listed below are specific and estimated dates and times of RFP events, all of which are
subject to change. Proposers must complete events by specific dates as indicated unless
revised by the City. The City may or may not issue a formal notification for changes in
estimated dates and times.
Figure 4-2: Calendar of Events
Date Event
Friday, August 11, 2016 Issue date of RFP
Thursday September 15, 2016 3:30pm
PST
Proposals due
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September – October 2016 Evaluation of proposals
October – November 2016 Interviews and Recommendations
November 2016 Negotiation and award contract
November - December 2016 Contract Routing to City Council
December 2016 Contract Award
January 2017 Contract begins
4.3 Background
The City of San Luis Parking Services Division, in conjunction with the Police Department, is
responsible for the oversight and management of parking enforcement operations, citation
management, payment management, and towing and impoundment of vehicles. The
Parking Enforcement and Management System will maintain all information related to
citations including tracking payments, late notices, and registration suspensions.
The City issues parking citations to vehicles in violation of the San Luis Obispo Municipal
Code and/or California Vehicle Code. The majority of these citations are issued using hand-
held devices and printers but some manual (hand written) citations are issued. Citations
are placed on the vehicle, and notices are mailed to the registered owner as determined
through Department of Motor Vehicle databases.
The Parking Services Division enforces all parking violations throughout the city, which
consists of metered enforcement, on-street and off-street parking violations, residential
parking area violations, impoundment of vehicles, and private property violations. Parking
enforcement operations occur 24/7/365. The current enforcement system consists of
handheld citation writers that interface with the vendor’s records management system.
There are approximately 1,500 on-street spaces controlled by stand-alone parking meters.
The City issues an average of 25,000 parking citations annually generating approximately
$800,000 in revenue. Payments for parking citations are accepted via U.S. mail, online, and
in person.
Residential permits are issued to those who reside within a specific residential district. The
City wishes to explore the use of a hosted (web or cloud based) Residential Parking Permit
program that allows residents to purchase permits on-line and print temporary parking
permits in the future until the permanent permit has been issued. Furthermore, the City is
interested in the PEMS system integrating the Residential Parking Permit program.
4.4 Objectives
The City seeks to achieve the following objectives through the acquisition and
implementation of the solution:
o Provide an integrated and efficient system for Parking Enforcement operations.
o Provide functional, reliable, and “state of the art” handheld devices and printers.
o Provide customers with “easy to use” payment processes or options.
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o Provide real-time citation information for City staff and customers.
o Provide decision-quality management reporting for business analysis, problem
resolution, overall efficiency, etc.
o Provide all these on a hosted or cloud based platform maintained and hosted by the
Proposer.
4.5 Functional and Technical Requirements
The requested Functional and Technical Requirements are further described in Appendix
G: Functional and Technical Requirements. These include the areas of: Parking
Enforcement, Handheld Devices, Citation Management, Payment and Billing
Management, Online (Web) and IVR Payments, Reports, Letters and Notifications and
Maintenance and Support.
Appendix G includes a list of the features the City is interested in obtaining in the PEMS
System. This list is not intended to be a complete or prioritized list, and may be amended
by the City without notice.
4.6 Scope of Work
The successful Proposer shall develop and maintain a detailed project plan that includes the
specific tasks listed below, maintain task completion status, and monitor actual against
projections. The project plan should address the following implementation and support
functions and include other tasks, as deemed necessary to ensure successful PEMS solution:
o Project Management
o Business Process Review and Gap Analysis
o Infrastructure/Hardware/Environment Installation & Configuration
o System Configuration
o Data Conversion
o Interface/Customization Development
o Acceptance Testing
o Final System Acceptance
o Training and Documentation
o Operations and Security
o System Software Warranty, Support and Maintenance
o Equipment Warranty, Support and Maintenance
This Request for Proposal (RFP) is for a fully outsourced or hosted Parking Enforcement and
Management system. The term of the Agreement shall be five (5) years with the City having
the option to renew for a minimum of two (2) additional two-year terms. Proposer shall
meet all requirements of the specifications contained herein, as well as all legislated
mandates by the State of California, California Vehicle Code, San Luis Obispo Municipal
Code, and the City of San Luis Obispo. For any portion of this proposal that is performed by
Sub-Proposers, see Section 5 Chapter 9 (Required Submittals - Sub Proposers) of this
proposal. See attachments for a sample printed parking citation (appendix C) and citation
aging information (appendix F).
4.7 Selection Process
The City may shortlist up to four (4) Proposers based on the submitted proposals
and invite them to an interview process. In addition, the City may request that
Proposers demonstrate their product either as part of the interview process or
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separately from it. The City, at its discretion, may make site visits to locations where
the Proposers systems are in use. The Proposers shall be evaluated on the following:
o Understanding of the work required by the City;
o Quality, clarity and responsiveness of the proposal;
o Demonstrated competence and professional qualifications necessary for
successfully performing the work required by the City;
o Recent experience in successfully performing similar services;
o Proposed approach in completing the work;
o References;
o Background and experience of the specific individuals to be assigned to this
project; and
o Presentation Interviews.
As reflected above, contract award will not be based solely on price, but on a combination
of the factors determined to be in the best interest of the City. After evaluating the
proposals and discussing them further with the finalists or the tentatively se lected
Proposers, the City reserves the right to further negotiate the proposed work and/or
method and amount of compensation. Once prospective Proposers have been evaluated
by the evaluation panel, negotiations shall begin. If negotiations are unsuccessfu l, talks with
that Proposer will be abandoned and negotiations will then commence with the next
qualified Proposer, and so on, until a final agreement has been reached and a contract
prepared. Staff will present their findings to the City Council, which, a t its discretion, will
award a contact.
5. REQUIRED SUBMITTALS AND CONTENT OF PROPOSALS
Proposing companies desiring to respond to this Request for Proposal (RFP) shall submit their
proposal in sufficient detail to allow for a thorough evaluation and comparative analysis. The
City shall use the responses as the basis of its evaluation. The proposals should be as brief and
concise as possible without sacrificing clarity. Proposals containing irrelevant material or an
abundance of excessively vague language may be penalized in the screening process.
Arrange proposals to match the following outline. Respond to each and every question and/or
statement. In the context of this section “you” and “your” is the same as “Proposer” and
“Proposer’s”, respectively.
Chapter 1: Title Page
The title page shall contain at a minimum the name of the Proposer, RFP Title, and Due Date.
Chapter 2: Table of Contents
The Table of Contents outlines in sequential order the chapters of your proposal.
Chapter 3: Executive Summary – Description of Organization
Provide an executive summary introducing your firm. Limit your response to thre e pages. At a
minimum, include the following information:
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o Briefly describe your firm’s organization and size (e.g. local, regional, national and
international) in relation to providing Parking Enforcement and Management Systems
similar to the services described in this RFP.
o Your experience including the number of years in business, and in the provision of Parking
Enforcement and Management Systems.
o The location of the office from which this engagement will be serviced and the range of
activities performed at that office.
o Include a brief summary of the factual, core aspects of your proposed services.
o Reaffirm required experience in providing systems and performing services similar to those
outlined in this RFP.
o Provide a positive commitment to provide systems and perform services in conformity with
the specifications listed in this solicitation.
Chapter 4: Project Manager
Identify the Project Manager you propose to assign to the engagement. Provide an in-depth
background on the experience of the Project Manager, including projects lead (cross reference
to Chapter 5: Organizational Experience and Chapter: 7 References). At least two of the projects
you reference in Chapters 5 and 7 should have been led by the project manager you are proposing
for the City. Limit your response to three pages plus resume. The City expects that the Project
Manager shall be available by telephone on all occasions for discussion with City staff, and shall
be locally available for meetings in person on short notice (one day).
Chapter 5: Organizational Experience
Provide a description of relevant organizational experience, especially in engagements of
similar size and scope that are currently being serviced or took place within the last five years,
from the same office that will serve the City. Describe briefly the nature of services provided
to each organization listed. Include a clear statement of your firm’s specific role in the
engagement. Limit your response to five pages.
Identify specific projects, dates and results. Include the following information:
o The client name, type of organization (i.e. private enterprise, municipality; state, county,
city, town, etc.), address, telephone number, email and a contact person.
o A brief description of the system provided and services performed.
o The contract period and duration. If the engagement is on-going include the start date of
service, percent of contract completed-to-date and estimated completion date.
o The name of your Project Manager overseeing the project.
o Describe any extra services added after contract execution.
The City may utilize additional sources of information about your qualifications.
Chapter 6: Organizational Chart and Project Team
Submit an organizational chart showing the name of the Project Manager, other key personnel,
and all supporting staff to be assigned to the project. The team should demonstrate capabilities,
experience, and qualifications sufficient to successfully perform the scope of work included in this
RFP. The City reserves the right to approve the final staffing plan.
Identify the key project team staff. Include the members’ qualifications, experience and training
that will benefit the project. Additionally, describe examples of past projects where the team
has successfully provided services similar to those requested in this RFP. Include applicable
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projects in Chapter 5: Organizational Experience and Chapter 7: References. Limit your response
to three pages plus resumes.
Chapter 7: References
Provide three references from similar projects and clients. Limit your response to five pages. All
of your references shall be listed as engagements in Chapter 5: Organizational Experience. At
least two of the three references shall be municipalities and/or universities. For each reference,
provide a description of the software provided and services performed. Elaborate on the
information provided in Chapter 5: Organizational Experience, if necessary.
Chapter 8: Customer Service and Technical Support
Provide a description of the customer service features and technical support abilities of the
Proposer. Include any training and staff development that would benefit the City or its
customers. Any additional features that would be relevant can also be included here. (i.e. IVR
systems, websites, etc.)
Chapter 9: Sub Proposers (if any)
Identify any sub-Proposers that would be used. Give a detailed description of their involvement,
scope of work, background, and responsibilities. The price proposed shall include any and all work
to be done by sub-Proposers, and the City will only process claims and payments to the Proposer.
A list of sub-Proposers to be hired shall be submitted as a part of the proposal. Also disclose
whether or not the sub Proposer is a subsidiary or is financially tied to the Proposer in any other
manner. Use of sub-Proposer does not relieve the Proposer of overall responsibility. City reserves
the right to approve all proposed sub-Proposers.
Chapter 10: System Specifications
Submit a detailed description of your Parking Enforcement and Management System. Limit your
response to ten pages. At a minimum include:
o A narrative overview of your system and its functionality.
o A listing and brief description of all software included and hardware required.
o The benefits of your system and how it will meet and/or exceed the scope of services.
o Detail the new processes and workflows the City will need to adopt to use your
system.
o Describe any integration you have with other related products as well as the
customization possibilities with your system.
o Features exclusive to your system.
Chapter 11: Implementation
Submit an overview of your approach to implementation. Limit your response to ten
pages. At a minimum, include:
o A project schedule including phases, activities, tasks, training, milestones, decision points,
deliverables, etc.
o A description of how your project management will keep the implementation on schedule
and ensure the end result is a satisfactorily functioning system.
o Expected use of City resources including City hardware and assistance from City Staff.
o Information or data to be used or obtained from the City.
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Chapter 12: Risks
Identify in detail any anticipated or potential concerns or risks in implementing your system; your
approach to resolving these concerns; and any special assistance required from the City. Limit
your response to two pages.
Chapter 13: Disclosure of Contract Failures and Litigation
Disclose any alleged significant prior or ongoing contract failures, contract breaches, any civil or
criminal litigation or investigation pending which involves your firm or in which your firm has
been judged guilty or liable, or which may affect the performance of the services to be rendered
herein, in which your firm, any of its employees, sub-Proposers, or sub consultants is or has been
involved in within the last three (3) years.
Chapter 14: Proposer’s Financial Stability Assurance
o Provide a statement stating to the City that you are financially stable and have sufficient
financial resources to complete a project of this scope.
o Provide evidence of your financial stability and sufficient financial resources to complete a
project of this scope.
o Identify any anticipated changes of ownership or control of your company.
Chapter 15: Fee Proposal
Include detailed pricing information for Parking Enforcement and Management System as
described in this RFP.
Quote fees as all inclusive, not-to-exceed, fixed fees for each relevant aspect of the Parking
Enforcement and Management System. The fee could be a one-time fee, fee per use, fee per
year, fee per contract period, fee per citation issued, percentage of revenue generated via
citations, etc.
Clearly explain your pricing model. The City will consider alternative pricing models. Also,
identify all other costs beyond the usage cost such as a fee for training, system maintenance, etc.
As noted above, prepare the fee proposal as all inclusive, not-to-exceed, fixed fees:
o All Inclusive – Covers all direct and indirect expenses incurred by the Proposer including but
not limited to; travel, telephone, copying and other out-of-pocket expenses.
o Not To Exceed – The actual fees shall not exceed the amount specified in fee proposal.
o Fixed Fee – All prices, rates, fees and conditions outlined in the proposal shall remain
fixed and valid for the entire length of the contract and any/all renewals.
Provide exact fees - not a range. Take advantage of the opportunity to ask questions and receive
answers to gain clarification. Furthermore, document any significant assumptions for arriving at
fee estimates. You are responsible for verifying the correctness of calculations in your fee
proposal.
Each of the following is a component of the fee proposal. Proposers shall provide a numerical fee
and narrative explanation for each component. Provide as much detail as possible in your
narrative responses.
o Software/Product Licenses – List separately the software/product or similar licenses
required and associated fees, whether ongoing or onetime. Describe your pricing scheme
for licenses (e.g. per user? Per machine? Etc.).
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o Project Management – List the fees for time and resources used organizing, overseeing
and communicating about the project.
o Travel – List the fees for visits to the City for onsite training, planning, go-live, etc. List travel
fees as a not-to-exceed travel allowance.
o Design/Planning – List the fees for time spent working with the City in determining
workflows, analyzing processes, planning, envisioning how the system will work and
documenting the system. Also include the fees for determining the appropriate technical
architecture and infrastructure for the City.
o Equipment Fees – List the fees for hardware the City will need to purchase in order to
implement and maintain your solution.
o Customizations –These fees are for modifications and customizations, beyond basic
configuration, that Proposer can make to their system in order to fulfill City requirements.
o Interface Development – List the fee for interfacing to existing or outside systems identified
by the City.
o Data Conversion – The fee to move and convert historical data from the existing system
into your solution.
o Training – Provide the total fees for training and detail the number of hours and rate for
standard and additional training. List diffe rences, if any, in the hours or rates for training
different types of end-users (i.e. those that may only use one module of the system versus
those “power-users” that would learn each and every part of the system).
o Deployment (Installation) – Detail the fees of deploying the system including the testing
and user acceptance processes.
o Support and Maintenance – Present the fees of ongoing support and maintenance for your
system. If you offer different levels of support, price the level of support that you
recommend the City purchase. Furthermore, provide detailed fees for all levels of support
and maintenance you offer. Support and maintenance fees should start in Year 1, which is
the first 365 days after the system is live and accepted by the City.
If you propose support and maintenance fees during the implementation phase explain why
support and maintenance is necessary on a system that is not yet operating. The City will
only pay support and maintenance on the portions of the system that are satisfactorily
functioning, accepted and put into use by the City. Proposer shall continue to support all
the software and licenses they are proposing. The City requires Proposer to quote Support
and Maintenance for a minimum of the initial contract term (5) years. Proposer is
encouraged to quote Support and Maintenance fees beyond year five, for as many years as
they are willing to include in the contract.
o Upgrade Fees – If not included in Support and Maintenance provide the fees for future
upgrades. If upgrades of your software are bundled with the support and maintenance,
indicate so in the Support and Maintenance section. The term “upgrade” is used generically
here for any future improvement made to the system, major or minor. In your response be
sure to define, in detail, your usage of the terms; upgrade, update, version, enhancement,
patch, fix, etc., when describing fees and offerings. If you have different levels of support
and maintenance – some that do not include upgrades and others that do, provide the fees
for what you recommend the City purchase, but provide details for all options as an
additional narrative.
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o Other Fees – Detail any and all other fees associated with your system. You must provide
line-item detail and descriptions. Be specific in matching fees with specific activity. If you
are proposing an alternate price model describe it in detail here.
o City Support – Provide the number of City staff and hours needed to support your
implementation. Detail the tasks they will be expected to perform.
o Ongoing Professional Services & Support – Please include the discounted hourly rate
for professional services and support. Include the different rate classes or titles as
appropriate.
The City reserves the right to make an award without further discussion of the fee proposal
submitted. Therefore, the Proposer should submit the fee proposal on the most favorable terms
they can offer. However, this does not limit the City from negotiating with the selected Proposer.
Fees will be evaluated on both initial and ongoing fees. The financial evaluation will be based on
the total (life cycle) fee of ownership for the system over a period of up to ten (10) years, or
longer if determinable. The fees used will be those provided by Proposer and as established by
the City for hardware/software and system operations.
Configuration Adjustment: The City reserves the right to select and exclude any software for the
acquisition regardless of the configuration proposed. As part of the evaluation process, the City
may find it necessary to add or delete software or services from proposals to make equivalent
comparisons.
A finalization of the specifications and scope of services is expected as a part of final contract
negotiation or through a Best and Final Offer (BAFO) p rocess. By the BAFO the Proposer(s)
remaining in the process will have met with the City and or demonstrated their product giving
them the opportunity to obtain a complete understanding of all requirements.
Chapter 16: Additional Required Forms and/or Attachments
Include the following required forms and/or attachments to your Proposal. Forms are included
in the RFP.
o Form A – Signature Affidavit – A company representative with authority to bind the
Proposer to the City by contract shall sign the form, attesting the proposal has been
submitted in conformance to stated requirements.
o Form B – Vendor Profile – complete the information about your firm.
o Form C – References
o Form D – Statement of Past Contract Disqualifications
o Form E – Cost Proposal Submittal Form
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FORM A: SIGNATURE AFFIDAVIT
Note: This form must be returned with your response.
In signing proposals, we certify that we have not, either directly or indirectly, entered into any
agreement or participated in any collusion or otherwise taken any action in restraint of free
competition; that no attempt has been made to induce any other person or firm to submit or
not to submit proposals, that proposals have been independently arrived at, without collusion
with any other Proposers, competitor or potential competitor; that proposals have not been
knowingly disclosed prior to the opening of proposals to any other Proposers or competitor;
that the above statement is accurate under penalty of perjury.
The undersigned, submitting this proposal, hereby agrees with all the terms, conditions, and
specifications required by the City in this Request for Proposal, declares that the attached
proposal and pricing are in conformity therewith, and attests to the truthfulness of al l
submissions in response to this solicitation.
Proposers shall provide the information requested below. Include the legal name of the
Proposer and signature of the person(s) legally authorized to bind the Proposers to a contract.
SIGNATURE AND DATE OF AUTHORIZE REPRESENTATIVE
PRINT NAME: __________________________________________________
FIRM (PROPOSER) NAME: ________________________________________
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FORM B: VENDOR PROFILE
Company Information
Company Name (Proposer)
FEIN: (If FEIN is not applicable, SSN collected
upon award)
Contact Name Title
Telephone
( )
Fax
(
)
Email
Address City State Zip
Primary Individual Contact Information
Contact Name Title
Telephone
( )
Fax
(
)
Email
Address City State Zip
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FORM C: REFERENCES
Describe fully three contracts performed by your firm that demonstrate your ability to provide
the services included with the scope of the specifications. Two of the three shall have been in a
Municipal or University setting. Attach additional pages if required. The City reserves the right
to contact references listed for additional information regarding your firm's qualifications.
Reference No. 1
Customer Name
Contact Individual
Telephone & Email
Street Address
City, State, Zip Code
Date of Services
Contract Amount
Description of services
Project Outcome
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Reference No. 2
Customer Name
Contact Individual
Telephone & Email
Street Address
City, State, Zip Code
Date of Services
Contract Amount
Description of services
Project Outcome
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Reference No. 3
Customer Name
Contact Individual
Telephone & Email
Street Address
City, State, Zip Code
Date of Services
Contract Amount
Description of services
Project Outcome
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FORM D: STATEMENT OF PAST CONTRACT DISQUALIFICATIONS
The Proposer shall state whether it or any of its officers or employees who have a proprietary
interest in it, has ever been disqualified, removed, or otherwise prevented from bidding on, or
completing a federal, state, or local government project because of the violation of law, a safety
regulation, or for any other reason, including but not limited to financial difficulties, project
delays, or disputes regarding work or product quality, and if so to explain the circumstances.
Do you have any disqualification as described in the above paragraph to declare?
Yes No
If yes, explain the circumstances.
Executed on at _______________________________________ under
penalty of perjury of the laws of the State of California, that the foregoing is true and correct.
___________________________________________
Signature of Authorized Representative of Proposer
___________________________________________
Print name of Authorized Representative of Proposer
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FORM E: COST PROPOSAL SUBMITTAL FORM
The City is requesting proposals for Parking Enforcement and Management System. Each
Proposer shall fill out the following cost proposal in it’s entirely. Cost proposals that are not
complete will not be accepted, and the submitted proposal will be deemed incomplete. If there
are any additional costs not included in this Cost Proposal, those costs must be identified on a
separate sheet of paper and included as stated in this Request for Proposal. On a separate
page, a detailed breakdown of the costs below as well as a detailed price list shall also be
provided.
Item Description- Citation Processing Total Cost Estimate
Five Year Term (2017-2021) $
First-Two Year Option Term (2022-2023) $
Second-Two Year Option Term (2024-2025) $
Item Description- Residential Parking Permit
Program (OPTIONAL)
Total Proposed Cost
Estimate
Five Year Term (2017-2021) $
First-Two Year Option Term (2022-2023) $
Second-Two Year Option Term (2024-2025) $
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Appendix A: FORM OF AGREEMENT (SAMPLE)
AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on [day,
date, year] by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter
referred to as City, and [CONSULTANT’S NAME IN CAPITAL LETTERS], hereinafter referred
to as Consultant.
W I T N E S S E T H
WHEREAS, on [date], requested proposals for Parking Enforcement and Management
System per Specification No. 91495.
WHEREAS, pursuant to said request, Consultant submitted a proposal that was accepted
by City for said services.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants
hereinafter contained, the parties hereto agree as follows:
1. Term. The term of this Agreement shall be from the date this Agreement is made and entered,
as first written above, until acceptance or completion of said services.
2. Start and Completion of Work. Work on this project shall begin within X calendar
days after contract execution and shall be completed within X calendar days thereafter.
3. Contract Term for On-Call Service Contracts. The services identified in this
specification will be used by the City between [month/year] and [month/year].
4. Contract Extension and Cost Increases for On-call Service Contracts. The term
of the contract may be extended by mutual consent for an additional year. During this extended period, labor
rates may be increased to reflect increased labor costs and overhead at each 1 year contract anniversary, provided
the City is notified of the increases in advance. Rates may be increased to reflect actual cost increases up to a
percentage equal to the percentage increase in the U.S. Consumer Price Index/All Urban Consumers (CPI -U)
from March in the previous year to March in the year of adjustment upon request of Contractor.
5. Work Delays. Should the Consultant be obstructed or delayed in the work required to be
done hereunder by changes in the work or by any default, act, or omission of the City, or by
strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials,
equipment, or labor due to federal government restrictions arising out of defense or war
programs, then the time of completion may, at the City's sole option, be extended for such
periods as may be agreed upon by the City and the Consultant. In the event that there is
insufficient time to grant such extensions prior to the completion date of the contract, the City
may, at the time of acceptance of the work, waive liquidated damages that may have accrued
for failure to complete on time, due to any of the above, after hearing evidence as to the reasons
for such delay, and making a finding as to the causes of same.
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6. Termination. If, during the term of the contract, the City determines that the Consultant is
not faithfully abiding by any term or condition contained herein, the City may notify the
Consultant in writing of such defect or failure to perform. This notice must give the Consultant
a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the
deficiency.
If the Consultant has not performed the work or cured the deficiency within the ten days
specified in the notice, such shall constitute a breach of the contract and the City may terminate
the contract immediately by written notice to the Consultant to said effect. Thereafter, neither
party shall have any further duties, obligations, responsibilities, or rights under the contract
except, however, any and all obligations of the Consultant's surety shall remain in full force
and effect, and shall not be extinguished, reduced, or in any manner waived by the termination
thereof.
In said event, the Consultant shall be entitled to the reasonable value of its services performed
from the beginning date in which the breach occurs up to the day it received the City's Notice
of Termination, minus any offset from such payment representing the City's damages from
such breach. "Reasonable value" includes fees or charges for goods or services as of the last
milestone or task satisfactorily delivered or completed by the Consultant as may be set forth in
the Agreement payment schedule; compensation for any other work, services or goods
performed or provided by the Consultant shall be based solely on the City's assessment of the
value of the work-in-progress in completing the overall workscope.
The City reserves the right to delay any such payment until completion or confirmed
abandonment of the project, as may be determined in the City's sole discretion, so as to permit
a full and complete accounting of costs. In no event, however, shall the Consultant be entitled
to receive in excess of the compensation quoted in its proposal.
The City also reserves the right to terminate the contract for convenience, providing a 30
(thirty) calendar day notice, at any time upon a determination by the Director that termination
of the contract is in the best interest of the City. In this case the Consultant will be paid
compensation due and payable to the date of termination.
7. Ability to Perform. The Consultant warrants that it possesses, or has arranged through
subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry
out and complete the work hereunder in compliance with any and all applicable federal, state,
county, city, and special district laws, ordinances, and regulations.
8. Sub-contract Provisions. No portion of the work pertinent to this contract shall be
subcontracted without written authorization by the City, except that which is expressly
identified in the Consultant’s proposal. Any substitution of sub-consultants must be approved
in writing by the City. For any sub-contract for services in excess of $25,000, the subcontract
shall contain all provisions of this agreement.
9. Contract Assignment. The Consultant shall not assign, transfer, convey or otherwise
dispose of the contract, or its right, title or interest, or its power to execute such a contract to
any individual or business entity of any kind without the previous written consent of the City.
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10. Inspection. The Consultant shall furnish City with every reasonable opportunity for City to
ascertain that the services of the Consultant are being performed in accordance with the
requirements and intentions of this contract. All work done and all materials furnished, if any,
shall be subject to the City's inspection and approval. The inspection of such work shall not
relieve Consultant of any of its obligations to fulfill its contract requirements.
11. Record Retention and Audit. For the purpose of determining compliance with various
laws and regulations as well as performance of the contract, the Consultant and sub-consultants
shall maintain all books, documents, papers, accounting records and other evidence pertaining
to the performance of the contract, including but not limited to the cost of administering the
contract. Materials shall be made available at their respective offices at all reasonable times
during the contract period and for three years from the date of final payment under the contract.
Authorized representatives of the City shall have the option of inspecting and/or auditing all
records. For Federally funded projects, access to records shall also include authorized
representatives of the State and Federal government. Copies shall be furnished if requested.
12. Conflict of Interest. The Consultant shall disclose any financial, business, or other
relationship with the City that may have an impact upon the outcome of this contract, or any
ensuing City construction project. The Consultant shall also list current clients who may have
a financial interest in the outcome of this contract, or any ensuing City construction project
which will follow. The Consultant staff shall provide a Conflict of Interest Statement where
determined necessary by the City.
The Consultant covenants that it presently has no interest, and shall not acquire any interest—
direct, indirect or otherwise—that would conflict in any manner or degree with the
performance of the work hereunder. The Consultant further covenants that, in the performance
of this work, no sub-consultant or person having such an interest shall be employed. The
Consultant certifies that no one who has or will have any financial interest in performing this
work is an officer or employee of the City. It is hereby expressly agreed that, in the
performance of the work hereunder, the Consultant shall at all times be deemed an independent
Consultant and not an agent or employee of the City.
13. Rebates, Kickbacks or Other Unlawful Consideration. The Consultant warrants
that this contract was not obtained or secured through rebates, kickbacks or other unlawful
consideration, either promised or paid to any City employee. For breach or violation of the
warranty, the City shall have the right in its discretion; to terminate the contract without
liability; to pay only for the value of the work actually performed; to deduct from the contract
price; or otherwise recover the full amount of such rebate, kickback or other unlawful
consideration.
14. Covenant Against Contingent Fees. The Consultant warrants by execution of this
contract that no person or selling agency has been employed, or retained, to solicit or secure
this contract upon an agreement or understanding, for a commission, percentage, brokerage, or
contingent fee, excepting bona fide employees or bona fide established commercial or selling
agencies maintained by the Consultant for the purpose of securing business. For breach or
violation of this warranty, the City has the right to annul this contract without liability; pay
only for the value of the work actually performed, or in its discretion, to deduct from the
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contract price or consideration, or otherwise recover the full amount of such commission,
percentage, brokerage, or contingent fee.
15. Compliance with Laws and Wage Rates . The Consultant shall keep itself fully
informed of and shall observe and comply with all applicable state and federal laws and county
and City of San Luis Obispo ordinances, regulations and adopted codes during its performance
of the work. This includes compliance with prevailing wage rates and their payment in
accordance with California Labor Code. For purposed of this paragraph, “construction”
includes work performed during the design and preconstruction phases of construction,
including but not limited to, inspection and land surveying work.
16. Payment of Taxes. The contract prices shall include full compensation for all taxes that
the Consultant is required to pay.
17. Permits, Licenses and Filing Fees. The Consultant shall procure all permits and
licenses, pay all charges and fees, and file all notices as they pertain to the completion of the
Consultant’s work. The City will pay all application fees for permits required for the
completion of the project including building and regulatory permit application fees. Consultant
will provide a 10 day notice for the City to issue a check.
18. Safety Provisions. The Consultant shall conform to the rules and regulations pertaining to
safety established by OSHA and the California Division of Industrial Safety.
19. Public and Employee Safety. Whenever the Consultant's operations create a condition
hazardous to the public or City employees, it shall, at its expense and without cost to the City,
furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other
devices and take such other protective measures as are necessary to prevent accidents or
damage or injury to the public and employees.
20. Preservation of City Property. The Consultant shall provide and install suitable
safeguards, approved by the City, to protect City property from injury or damage. If City
property is injured or damaged resulting from the Consultant's operations, it shall be replaced
or restored at the Consultant's expense. The facilities shall be replaced or restored to a
condition as good as when the Consultant began work.
21. Immigration Act of 1986. The Consultant warrants on behalf of itself and all sub-
consultants engaged for the performance of this work that only persons authorized to work in
the United States pursuant to the Immigration Reform and Control Act of 1986 and other
applicable laws shall be employed in the performance of the work hereunder.
22. Consultant Non-Discrimination. In the award of subcontracts or in performance of
this work, the Consultant agrees that it will not engage in, nor permit such sub-consultants as
it may employ, to engage in discrimination in employment of persons on any basis prohibited
by State or Federal law.
23. Accuracy of Specifications. The specifications for this project are believed by the City
to be accurate and to contain no affirmative misrepresentation or any concealment of fact.
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Consultants are cautioned to undertake an independent analysis of any test results in t he
specifications, as City does not guaranty the accuracy of its interpretation of test results
contained in the specifications package. In preparing its proposal, the Consultant and all sub-
consultants named in its proposal shall bear sole responsibility for proposal preparation errors
resulting from any misstatements or omissions in the specifications that could easily have been
ascertained by examining either the project site or accurate test data in the City's possession.
Although the effect of ambiguities or defects in the specifications will be as determined by
law, any patent ambiguity or defect shall give rise to a duty of Consultant to inquire prior to
proposal submittal. Failure to so inquire shall cause any such ambiguity or defect to be
construed against the Consultant. An ambiguity or defect shall be considered patent if it is of
such a nature that the Consultant, assuming reasonable skill, ability and diligence on its part,
knew or should have known of the existence of the ambiguity or defect. Furthermore, failure
of the Consultant or sub-consultants to notify City in writing of specification defects or
ambiguities prior to proposal submittal shall waive any right to assert said defects or
ambiguities subsequent to submittal of the proposal.
To the extent that these specifications constitute performance specifications, the City shall not
be liable for costs incurred by the successful Consultant to achieve the project’s objective or
standard beyond the amounts provided therefor in the proposal.
In the event that, after awarding the contract, any dispute arises as a result of any actual or
alleged ambiguity or defect in the specifications, or any other matter whatsoever, Consultant
shall immediately notify the City in writing, and the Consultant and all sub-consultants shall
continue to perform, irrespective of whether or not the ambiguity or defect is major, material,
minor or trivial, and irrespective of whether or not a change order, time extension, or additional
compensation has been granted by City. Failure to provide the hereinbefore described written
notice within one (1) working day of Consultant's becoming aware of the facts giving rise to
the dispute shall constitute a waiver of the right to assert the causative role of the defect or
ambiguity in the plans or specifications concerning the dispute.
24. Indemnification for Professional Liability. To the fullest extent permitted by law,
the Consultant shall indemnify, protect, defend and hold harmless the City and any and all
of its officials, employees and agents (“Indemnified Parties”) from and against any and all
losses, liabilities, damages, costs and expenses, including attorney’s fees and cost which
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant.
25. Non-Exclusive Contract. The City reserves the right to contract for the services listed in
this proposal from other consultants during the contract term.
26. Standards. Documents shall conform to City Standards and City furnished templates shall
be used.
27. Consultant Endorsement. Technical reports, plans and specifications shall be stamped
and signed by the Consultant where required.
28. Required Deliverable Products and Revisions. The Consultant will be required to
provide documents addressing all elements of the workscope. Plans shall be prepared using
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City’s standardized title blocks and coversheets. Draft plans may be submitted for review
using either the full D (24x36) format or a reduced 11x17 format. Consultant shall ensure that
drawings and notes are clearly legible if using the reduced format. Specifications and bid
documents shall conform to standard City formats unless authorized. The City’s current
Standard Specifications and Engineering Standards must be incorporated where applicable.
City staff will review any documents or materials provided by the Consultant and, where
necessary, the Consultant will respond to staff comments and make such changes as deemed
appropriate. Submittals shall include the previous marked up submittal (returned to the
Consultant) to assist in the second review. Changes shall be made as requested or a notation
made as to why the change is not appropriate.
2 copies of the draft preliminary reports, technical studies and 50% plans and estimate
1 copy of the final preliminary reports, technical studies plus markups
2 copies of the 90% plans, specifications and estimate plus 50% markups
1 copy of the 100% plans, specifications and estimate plus 90% markups
1 copy of the final plans, specifications and estimates plus 100% markups
Draft reports and plan submittals shall be submitted as paper copies.
Final documents shall be submitted as camera-ready original, unbound, each page printed on
only one side, including any original graphics in place and scaled to size, ready for
reproduction AND one electronic copy submitted in Adobe Acrobat format including all
original stamps and signatures
In the event the City will be compiling the final specifications, incorporating the Consultant’s
work, the final specifications will also be required to be submitted in Microsoft Word format.
In the event the City will be completing the Record Drawings, the final plans will also be
required to be submitted in AutoCAD
Electronic files shall be submitted on CD and all files must be compatible with the Microsoft
operating system. Each CD must be clearly labeled and have a printed copy of the directory.
Files may be emailed to the City in lieu of putting them on CD.
29. Ownership of Materials. Upon completion of all work under this contract, ownership
and title to all reports, documents, plans, specifications, and estimates produced as part of this
contract will automatically be vested in the city and no further agreement w ill be necessary to
transfer ownership to the City. The Consultant shall furnish the City all necessary copies of
data needed to complete the review and approval process.
It is understood and agreed that all calculations, drawings and specifications, whether in hard
copy or machine readable form, are intended for one-time use in the construction of the project
for which this contract has been entered into.
The Consultant is not liable for claims, liabilities, or losses arising out of, or connected with
the modification, or misuse by the City of the machine-readable information and data provided
by the Consultant under this agreement. Further, the Consultant is not liable for claims,
liabilities, or losses arising out of, or connected with any use by City of the project
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documentation on other projects, except such use as may be authorized in writing by the
Consultant.
30. Release of Reports and Information. Any reports, information, data, or other material
given to, prepared by or assembled by the Consultant as part of the work or services under
these specifications shall be the property of City and shall not be made available to any
individual or organization by the Consultant without the prior written approval of the City.
The Consultant shall not issue any news release or public relations item of any nature,
whatsoever, regarding work performed or to be performed under this contract without prior
review of the contents thereof by the City and receipt of the City’s written permission.
31. Copies of Reports and Information. If the City requests additional copies of reports,
drawings, specifications, or any other material in addition to what the Consultant is required
to furnish in limited quantities as part of the work or services under these specifications, the
Consultant shall provide such additional copies as are requested, and City shall compensate
the Consultant for the costs of duplicating of such copies at the Consultant's direct expense.
32. Attendance at Meetings And Hearings. As part of the workscope and included in the
contract price is attendance by the Consultant at up to [number] public meetings to present and
discuss its findings and recommendations. Consultant shall attend as many "working"
meetings with staff as necessary in performing workscope tasks.
33. Requests for Review. The Consultant shall respond to all requests for submittal review
or contractor RFI’s within two weeks of receipt of the information from the City.
34. Consultant Invoices. The Consultant shall deliver a monthly invoice to the City, itemized
by project work phase or, in the case of on-call contracts, by project title. Invoice must include
a breakdown of hours billed and miscellaneous charges and any sub-consultant invoices,
similarly broken down, as supporting detail.
35. Payment. For providing services as specified in this Agreement, City will pay and
Consultant shall receive therefore compensation in a total sum not to exceed $X. Should the
Consultant’s designs, drawings or specifications contain errors or deficiencies, the Consultant
shall be required to correct them at no increase in cost to the City.
Progress payments shall be made on a monthly basis as invoiced by the Consultant for expenses
incurred with cumulative monthly payments not to exceed:
$ X (85%) Prior to submittal of 50% documents; and
$ X (95%) Prior to submittal of final documents; and
$ X (100%) Prior to completion of construction or as noted below
The 5% retention until completion of construction shall be released upon completion of design
if the City fails to authorize the advertising for construction within 2 months following the
acceptance of a complete final submittal by the Consultant.
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For on-call services, the City will pay and the Consultant shall receive compensation as agreed
to on a project by project basis.
The Consultant shall be reimbursed for hours worked at the hourly rates attached to this
agreement. Hourly rates include direct salary costs, employee benefits, overhead and fee. In
addition, the Consultant shall be reimbursed for direct costs other than salary and vehicle cost
that have been identified and are attached to this agreement. The Consultant’s personnel shall
be reimbursed for per diem expenses at a rate not to exceed that currently authorized for State
employees under State Department of Personnel Administration rules.
36. Payment Terms. The City's payment terms are 30 days from the receipt and approval by
the City of an original invoice and acceptance by the City of the materials, supplies, equipment
or services provided by the Consultant (Net 30).
37. Resolution of Disputes. Any dispute, other than audit, concerning a question of fact
arising under this contract that is not disposed of by agreement shall be decided by a committee
consisting of the City’s Project Manager and the City Director of Public Works, who may
consider written or verbal information submitted by the Consultant. Not later than thirty days
after completion of all deliverables necessary to complete the plans, specifications and
estimate, the Consultant may request review by the City Council of unresolved claims or
disputes, other than audit, in accordance with Chapter 1.20 Appeals Procedure of the Municipal
Code.
Any dispute concerning a question of fact arising under an audit of this contract that is not
disposed of by agreement, shall be reviewed by the City’s Chief Fiscal Officer. Not later than
30 days after issuance of the final audit report, the Consultant may request a review by the
City’s Chief Fiscal Officer of unresolved audit issues. The request for review must be
submitted in writing.
Neither the pendency of a dispute, nor its consideration by the City will excuse the consultant
from full and timely performance in accordance with the terms of this contract.
38. Disadvantaged Business Enterprise (DBE) Use for Federally Funded
Projects. This agreement is subject to Title 49, Part 26 Code of Federal Regulations entitled
“Participation by Disadvantaged Business Enterprises in Department of Transportation
Financial Assistance Programs.” In order to ensure the State Department of Transportation
achieves its federally mandated statewide overall DBE goal, the City encourages the
participation of DBEs as defined in 49 CFR 26 in the performance of this agreement. The City
has determined that DBE can reasonably be expected to compete for the sub-consulting
opportunities in this agreement and has established a DBE advisory percentage of X. The
Consultant is responsible to be fully informed regarding the requirements of 49 CFR, Part 26.
Participation of DBE’s in the specified percentage is not a condition of award.
The Consultant shall notify the City of any changes to its anticipated DBE participation,
maintain records of DBE usage and complete and submit to the City the final report of DBE
utilization prior to receiving final payment. Records shall show the name and business address
of each DBE and the total dollar amount actually paid to each.
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The Consultant shall pay all sub-consultants within 10 calendar days from receipt of each
payment made to the Consultant by the City.
The Consultant shall carry out applicable requirements of Title 49 CFR 26 in the award and
administration of US DOT assisted agreements. Failure by the Consultant to carry out these
requirements is a material breach of this agreement, which may result in the termination of this
agreement or such other remedy as the City deems appropriate.
39. Agreement Parties.
City: X
City of San Luis Obispo
919 Palm Street
San Luis Obispo, CA 93401
Consultant: X
All written notices to the parties hereto shall be sent by United States mail, postage prepaid by
registered or certified mail addressed as shown above.
40. Incorporation by Reference. City Request for Proposal Specification No. X and
Consultant's proposal dated X, are hereby incorporated in and made a part of this Agreement.
41. Amendments. Any amendment, modification or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by the City Engineer.
42. Working Out of Scope. If, at any time during the project, the consultant is directed to do
work by persons other than the City Project Manager and the Consultant believes that the work
is outside of the scope of the original contract, the Consultant shall inform the Project Manager
immediately. If the Project Manager and Consultant both agree that the work is outside of the
project scope and is necessary to the successful completion of the project, then a fee will be
established for such work based on Consultant's hourly billing rates or a lump sum price agreed
upon between the City and the Consultant. Any extra work performed by Consultant without
prior written approval from the City Project Manager shall be at Consultant's own expense.
43. Complete Agreement. This written agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete agreement between the parties
hereto. No oral agreement, understanding or representation not reduced to writing and
specifically incorporated herein shall be of any force or effect, nor shall any such oral
agreement, understanding or representation be binding upon the parties hereto. For and in
consideration of the payments and agreements hereinbefore mentioned to be made and
performed by City, Consultant agrees with City to do everything required by this Agreement,
the said specification and incorporated documents.
Authority to Execute Agreement. Both City and Consultant do covenant that each
individual executing this agreement on behalf of each part y is a person duly authorized and
empowered to execute Agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day
and year first above written.
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CITY OF SAN LUIS OBISPO: CONSULTANT:
_____________________________
Name of Company
By: ________________________________
Katie Lichtig, City Manager Name of CAO/President
Its: CAO/President
APPROVED AS TO FORM:
_________________________________
Christine Dietrick, City Attorney
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Appendix B: INSURANCE REQUIREMENTS
The Proposer shall procure and maintain for the duration of the contract insurance against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the Proposer, its agents, representatives, employees or
sub Proposers.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 20
10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as
determined by the City).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,
code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
4. Errors and Omissions Liability insurance as appropriate to the consultant's profession.
Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability or other form with a general aggregate
limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence
limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
4. Errors and Omissions Liability: $1,000,000 per occurrence.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be
declared to and approved by the City. At the option of the City, either: the insurer shall reduce
or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials,
employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions. The general liability and automobile liability policies are to contain,
or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as
insureds as respects: liability arising out of activities performed by or on behalf of the
Consultant; products and completed operations of the Consultant; premises owned,
occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by
the Consultant. The coverage shall contain no special limitations on the scope of
protection afforded to the City, its officers, official, employees, agents or volunteers.
2. For any claims related to this project, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
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employees, agents or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
3. The Consultant's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City. The Consultant agrees to notify the City in the
event that the policy is suspended, voided or reduced in coverage or limits. A minimum of
30 days prior written notice by certified mail, return receipt requested, will be provided.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating
of no less than A:VII.
Verification of Coverage. Consultant shall furnish the City with a certificate of insurance showing
maintenance of the required insurance coverage. Original endorsements effecting general
liability and automobile liability coverage required by this clause must also be provided. The
endorsements are to be signed by a person authorized by that insurer to bind coverage on its
behalf. All endorsements are to be received and approved by the City before work commences.
Sub-consultants. Consultant shall include all sub-consultants as insured under its policies
or shall furnish separate certificates and endorsements for each sub-consultant. All
coverages for sub-consultants shall be subject to all of the requirements stated herein.
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Appendix C: SAMPLE PRINTED PARKING CITATION
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Appendix D: CURRENT BAIL SCHEDULE
CODE &
SECTION
DESCRIPTION PENALTY LATE
FEE
ADDED
SLMC 10.12.050 INTERFERENCE WITH POLICE/AUTHORIZED OFFICER $93 $123
SLMC 10.14.030 OBEDIENCE TO TRAFFIC CONTROL DEVICES $58 $88
SLMC 10.14.090 UNAUTHORIZED PAINTING ON CURBS $58 $88
SLMC 10.34.020 OVERNIGHT CAMPING (10pm - 6 am) $100 $130
SLMC 10.36.020 STOPPING OR STANDING IN PARKWAYS PROHIBITED $33 $63
SLMC 10.36.030 STOP/STAND/PARK IN VIOLATION OF CHAPTER $33 $63
SLMC 10.36.040 NO PARKING ZONE - PROHIBITED PARKING - Also Taxi
Zone (d)
$53 $83
SLMC 10.36.050 USE OF STREETS FOR STORAGE OF VEHICLES
PROHIBITED
$23 $53
SLMC 10.36.070 REPAIRING OR GREASING VEHICLE ON PUBLIC STREET $23 $53
SLMC 10.36.080 WASHING OR POLISHING VEHICLES $23 $53
SLMC 10.36.090 PARKING ADJACENT TO SCHOOLS $23 $53
SLMC 10.36.100 PARKING PROHIBITED ON NARROW STREETS $23 $53
SLMC 10.36.110 PARKING ON GRADES $23 $53
SLMC 10.36.120 UNLAWFUL PARKING - PEDDLERS, VENDORS $23 $53
SLMC 10.36.130 EMERGENCY PARKING SIGNS $23 $53
SLMC 10.36.140 LARGE/COMMERCIAL VEHICLE PARKING NEAR
INTERSECTION
$23 $53
SLMC 10.36.150 NIGHTTIME PARKING OF LARGE VEHICLES $23 $53
SLMC 10.36.160 NIGHTTIME PARKING OF VEHICLE W/OPERATING
AIR/REFRIGERATION
$23 $53
SLMC 10.36.200 PARKING IN A RESIDENTIAL PERMIT PARKING AREA $38 $68
SLMC 10.36.230 PERMITS - DISPLAY OF PERMITS $28 $58
SLMC 10.36.235 NO PERMIT LOT $33 $63
SLMC 10.40.010 TIMED PARKING 10 MINUTES TO 10 HOURS (Overtime
Parking)
$38 $68
SLMC 10.40.020 BACKING INTO PARKING SPACE PROHIBITED $28 $58
SLMC 10.40.040 PARKING PARALLEL ON ONE-WAY STREETS $21 $51
SLMC 10.40.050 DIAGONAL PARKING $21 $51
SLMC 10.40.060 PARKING SPACE MARKINGS $33 $63
SLMC 10.40.070 NO STOPPING ZONE $21 $51
SLMC 10.40.080 ALL NIGHT PARKING PROHIBITED (3-am) $38 $68
SLMC 10.44.020 CURB MARKING TO INDICATE NO STOPPING/PARKING
REGULATIONS.
$23 $53
SLMC 10.44.030 EFFECT OF PERMISSION TO LOAD/UNLOAD IN YELLOW
ZONE
$53 $83
SLMC 10.44.040 EFFECT OF PERMISSION TO LOAD/UNLOAD IN WHITE
ZONE
$33 $63
SLMC 10.44.050 STANDING IN ANY ALLEY $33 $63
SLMC 10.44.070 DISABLED PARKING $338 $368
SLMC 10.48.010 CERTAIN VEHICLES PROHIBITED IN CENTRAL DISTRICT $58 $88
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SLMC 10.48.020 ADVERTISING VEHICLES $33 $63
SLMC 10.48.030 ANIMAL DRAWN VEHICLES $33 $63
SLMC 10.48.040 TRUCK ROUTES $88 $118
SLMC 10.48.050 COMM. VEHICLES PROHIBITED FROM USING CERTAIN
STREETS
$88 $118
SLMC 10.48.060 MAX. GROSS WT. LIMITS OF VEHICLES ON CERTAIN
STREETS
$88 $118
SLMC 10.52.040 PARKING METERS - OPERATIONAL PROCEDURES $23 $53
SLMC 10.52.050 UNLAWFUL TO PARK AFTER METER TIME HAS EXPIRED $33 $63
SLMC 10.52.060 UNLAWFUL TO EXTEND TIME BEYOND LIMIT $15 $45
SLMC 10.52.070 IMPROPER USE OF METER $15 $45
SLMC 10.52.080 PARKING METERS/STANDARDS - PROPER USE $15 $45
SLMC 10.52.110 MOTORCYCLE SPACES $15 $45
CVC 5204(a)* CURRENT TAB IMPROPERLY ATTACHED *25
CVC 21113(a) VEHICLE OR ANIMAL ON PUBLIC GROUNDS-MOVING $116 $146
CVC 21113(b) VEHICLE OR ANIMAL ON PUBLIC GROUNDS-PARKING $33 $63
CVC 21113 (c) DRIVEWAYS, PATHS, PARKING FACILITIES ON GROUNDS $33 $63
CVC 22500.1 STOPPING/STANDING/PARKING: FIRE LANE $116 $146
CVC 22500(a) STOPPING/STANDING/PARKING: WITHIN
INTERSECTION
$33 $63
CVC 22500(b) STOPPING/STANDING/PARKING: ON A CROSSWALK $33 $63
CVC 22500(c) STOPPING/STANDING/PARKING: BETWEEN SAFETY
ZONE
$33 $63
CVC 22500(d) STOPPING/STANDING/PARKING: W/IN 15' FIREHOUSE
ENTRANCE
$33 $63
CVC 22500(e) STOPPING/STANDING/PARKING: PUBLIC/PRIVATE
DRIVEWAY
$33 $63
CVC 22500(f) STOPPING/STANDING/PARKING: ON SIDEWALK $33 $63
CVC 22500(g) STOPPING/STANDING/PARKING: ALONG/OPPOSITE
OBSTRUCT
$33 $63
CVC 22500(h) STOPPING/STANDING/PARKING: ON ROADWAY SIDE
OF VEHICLE
$33 $63
CVC 22500(i) IMPROPER PARKING IN BUS ZONE $263 $293
CVC 22500(j) STOPPING/STANDING/PARKING: IN TUBE OR TUNNEL $33 $63
CVC 22500(k) STOPPING/STANDING/PARKING: UPON BRIDGE
EXCEPT AUTHORIZED VEHICLES
$33 $63
CVC 22500(l) IMPROPER PARKING IN WHEELCHAIR ACCESS $263 $293
CVC 22502(a) CURB PARKING $33 $63
CVC 22502(b) PARKING OPPOSITE DIRECTION OF TRAFFIC $33 $63
CVC 22502(c) CURB PARKING - WHEELS MORE THAN 18 INCHES
FROM CURB
$33 $63
CVC 22504(a) UNINCORPORATED AREA PARKING $33 $63
CVC 22505(a) PARKING ON STATE HIGHWAY WHERE SIGN POSTED $33 $63
CVC 22505(b) POSTED NO PARKING - STATE HIGHWAY $33 $63
CVC 22507 UNLAWFUL PARKING $33 $63
CVC 22507.8 (a) PARKING IN SPACE FOR DISABLED $338 $368
CVC 22507.8 (b) PARKING IN SPACE FOR DISABLED - OBSTRUCT/BLOCK $338 $368
CVC 22507.8(c)(1) PARKING IN SPACE FOR DISABLED - ON LINES MARKED $338 $368
CVC22507.8 (c)(2) PARKING IN SPACE FOR DISABLED - CROSSHATCHED
LINES
$338 $368
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CVC 22510 PARKING IN SNOW REMOVAL AREAS $3 $33
CVC 22511.7 DISABLED ZONE $338 $368
CVC 22512 VEHICLE UNATTENDED $116 $146
CVC 22513 TOW CARS - PARKING ON FREEWAY $33 $63
CVC 22514 FIRE HYDRANTS $63 $93
CVC 22515(a) UNATTENDED VEHICLES - SET BRAKES/STOP MOTOR $33 $63
CVC 22515(b) UNATTENDED VEHICLES - SET
BRAKES/WHEELS/PREVENT MOVE
$33 $63
CVC 22516 LOCKED VEHICLE $116 $146
CVC 22517 OPENING AND CLOSING DOORS $116 $146
CVC 22520.5 VENDING ON FREEWAY RIGHT-OF-WAY $116 $146
CVC 22520.5(a) VENDING ON FREEWAY RIGHT-OF-WAY $116 $146
CVC 22521 ILLEGAL TO PARK ON RAILROAD TRACKS $33 $63
CVC 22522 PARKING NEAR SIDEWALK ACCESS RAMPS $288 $318
CVC 22523(a) VEHICLE ABANDONMENT- On Highway $283 $313
CVC 22523(b) VEHICLE ABANDONMENT $283 $313
CVC 22650 UNLAWFUL REMOVAL OF UNATTENDED VEHICLE $116 $146
CVC 22651(b) VEHICLE PARKED/LEFT STANDING TO OBSTRUCT
TRAFFIC
$116 $146
CVC 40225* PROCESSING OTHER VIOLATIONS *$10
CVC 40226* FAILURE TO DISPLAY DISABLED PLACARD -
ADMINISTRATIVE FEE
*$25
LATE PAYMENT PENALTY $30
*
All other fine amounts set by City Council pursuant to CVC 40203.5
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Appendix E: SAMPLE CITATION CONTEST FORM
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Appendix F: CURRENT CITATION AGING REPORT
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Appendix G: FUNCTIONAL AND TECHNICAL REQUIREMENTS
It is the intent of the City to have incorporated, included or provided as many as possible of the
following functional and technical requirements in the Proposer’s solution provided herein. The
City reserves the right to remove, add or prioritize any and/or all requirements contained herein
without prior notice to Proposers. This list is not prioritized but only generally functionally
grouped together.
GENERAL REQUIREMENTS
The Parking Enforcement and Management System should:
1. Adhere to all timelines required by the California Vehicle Code (CVC).
2. Maintain a record of all citations processed in the database. Such records shall contain at a
minimum, payment information and history, collection efforts, photos, vehicle registration
owner data, disposition, appeal history, outstanding collections record and any other
information necessary to create an audit trail. All records and data remain property of the
City and must be turned over by the Proposer to the City in a timely manner at the
termination or expiration of the Agreement.
3. Provide full integration with the California Department of Motor Vehicles (DMV) including
the ability to place registration holds and release s on-line on a daily basis with DMV
confirmation. The vehicle registration hold must be placed in accordance with the California
Vehicle Code and all other applicable laws. The timetable to establish a registration hold at
DMV should be at the discretion of the City. Releases should take place within 24 hours.
4. Be responsible for maintaining and gathering all necessary and correct motorist data required
for the citation processing and adjudication. Proposer shall have contract work with all other
states DMV’s to collect on any out-of-state citations issued. Similar processes for vehicle
registration holds and releases shall be in place and compliant with all Federal and State laws.
5. Provide the necessary postage, correspondence, and ability to track forms to meet all
applicable State and local laws regarding citation processing and adjudication. The City will
provide all manual and handheld computer citation forms, unless otherwise agreed.
6. Provide that all notices and letters include an interior envelope for return. The notices must
meet with all U.S. Postal Service requirements and are subject to approval by City of San Luis
Obispo.
7. Provide a method for citation payment by US Mail, phone (IVR) and via an online internet
based payment system. This online system shall comply with all applicable requirements for
security of personal information and shall be PCI Compliant. Payments should be accepted
at multiple city locations and thru Proposer who will then deposit funds into a City designated
account with deposit-only access for the Proposer.
8. Prepare and mail Partial Payment Notices to those who do not pay the full fine and applicable
penalty. The notice should indicate the amount that was paid and the remainder that is due.
9. Maintain a record of all open parking citations for a minimum period of five (5) years from
the date of issuance.
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10. Provide to the City a monthly aging report with a “clean” month-end cut off. This report shall
include all citations regardless of their current status (i.e. current, DMV, collections, etc.).
11. Provide to the City a monthly report for all Superior Court of San Luis Obispo County fees
associated with the Courthouse Construction Fund, County General Fund, Immediate and
Critical Needs Account, State Court Facilities Fund, Trial Court Trust Fund, Equipment
Assessment, Registration Assessment and Handicapped parking violations, special collections
and bail increases in amounts specified in the California Vehicle Code (CVC).
12. Ensure all records and data will be readily available for inspection and audit by City of
designee.
13. Provide a system with sufficient security to restrict access only to authorized users. Proposer
will provide a description of such security measures in their proposal.
14. Ensure only authorized users at City have authority to void citations.
15. Ensure all appropriate City staff have unlimited access to online terminal inquiry and
transmission of data capacity.
16. Ensure the system provides a method for contesting citations in accordance with the City’s
citation review policy, and the ability to complete the contest form on-line. The system
capabilities should be described in detail including how the City would be alerted of pending
reviews, letters that are generated through this process, and any other applicable
information.
17. Proposer shall allow unlimited concurrent users to access the system. The Proposer must
provide password protection for each user and also be able to limit the capabilities and
functions per user.
18. Remote access for multiple City workstations must be availa ble using a standard PC.
Operating and or software costs must be included. Access to the database must be 100%
web based and require no additional or 3rd party software to operate.
19. The system must be capable of exporting all data in the system in a CSV o r similar City
approved format so that it may be uploaded to other software systems if desired by City.
Applications this may be required for include, but are not limited to, financial tracking,
additional reporting or collection methods and global system reporting.
20. A backup and recovery system must be provided for the database to include all information
in the system. At a minimum, the system should be backed up multiple times throughout
each day.
21. Proposer shall provide efficient, courteous, and professional service for all telephone calls
and correspondence. A toll-free telephone number shall be provided for the public to obtain
information, make inquiries, and make payments.
22. Customer service representatives shall be available to provide instructions and information
on general parking policies and procedures, to handle complaints, and how to pay or contest
citations. For complaints, a telephone response shall be provided within one (1) business
day.
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HANDHELD DEVICE
1. Provide for ability to generate, modify, print and void citations and warnings from a handheld
device or mobile data computer.
2. Real time connectivity for bi-directional data transfers between handheld device and system
back-end via cellular or wireless connections.
3. Provide the ability to record color video to attach to citations
4. Provide the ability for voice recording to attach to citations
5. Provide the ability for handheld devices to automatically indicate when a vehicle is towable
based on scofflaw list
6. Provide the ability for handheld devices to upload or download by wired, docked or wireless
method.
7. Handhelds shall have color screens and backlit displays.
8. Provide for ability for each user to log in with unique user ID and password
9. Ability to capture 3 color photos that automatically attach to citation
10. Provide the ability for handhelds to display all citation or warning data entered and to edit or
modify fields without disruption to the entry process.
11. Provide ability for handheld device to operate by touch screen, push button keypad, and/or
stylus.
12. Provide the ability to store citation information on the handheld in the event that wireless
communication is unavailable and automatically transmit when communications become
available.
13. Provide the ability for data entry screens on handheld devices to utilize configurable drop
down choices for field selections where appropriate.
14. The handheld device should provide full RMI/EMI shielding and immunity.
15. Provide for an active battery life of at least 8 hours usage (for both 1 and 2 piece devices).
16. The handheld unit should have a non-proprietary battery.
17. Provide the ability for battery to be easily interchangeable in the field (no tools necessary).
18. Provide the ability to view all previously issued citations or warnings on same plate number
from handheld device.
19. Provide the ability to create a citation record based off a handwritten citation.
20. Provide the ability to include more than one fine per citation
Manage Citations
1. Provide the ability to create and modify a citation record, including but not limited to,
citation#, license plate and/or VIN#, L/P type, vehicle make/model/year, police case# (as
applicable), date issued, statute#, violation description, violation location, registered
owner(s) information (complete address, D/L('s), date(s) of birth.,), vehicle owner(s)/
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customer contact information (e-mail address, phone#), status, resolution/disposition,
payments, court information, impounds (if applicable), etc.
2. Provide an audit feature that records changes made and logs the user who made any change
to any citation record.
3. Provide the ability to attach emails, copy of documents generated, pictures or other
documentation files to the citation record.
4. Provide the ability to place individual citations on "hold" status to prevent citation from
accruing late fees, generating notices or initiating suspension action.
5. Provide the ability to update, track and manage citations contested via the internal review
process, including but not limited to, review request and response dates, review status,
reviewer identification, denial and dismissal/void codes.
6. Provide the ability to create a citation data file, to be sent for remote printing of Late Notices,
based on citation field(s) and matching criteria.
Payment Billing Management
1. Provide the ability to apply, display, label, and itemize fees, including but not limited to,
original fine amount, 1st late fee, 2nd late fee, suspension fee, NSF fee, tow fee, etc.
2. Capable of recording or tracking payment channel (online, mail, or counter payment)
3. Provide the ability to set up, process, track and reconcile payments.
4. Provide ability to record payments of individual citations, including but not limited to
payment date, payment type, payment amount, partial payments, check# ( as applicable).
Online Payments
1. Ability to accept interactive voice response (IVR) payments for citations.
2. Ability to send customer receipt via email.
3. Ability to void same day credit card payment (prior to settlement).
4. Ability to accept following: MasterCard, Discover, AMEX and VISA credit cards and
debit/check cards, ATM card payments.
5. Ability to allow customers to pay by credit card, debit/check card, ATM card, checking and
savings via website.
6. Ability to charge the customer a convenience fee for online payments.
7. Ability to offer customers online payment options 24 hours a day, seven (7) days a week, 365
days a year, except for pre-scheduled planned maintenance required to keep the system
functional and temporary shutdowns requested by the City.
8. Ability for customers to pay for multiple citations in one transaction.
9. Ability to consolidate payments from different payment sources (e.g. banks, credit unions,
credit card, debit/check card companies, etc.) so that City will only receive one Remittance
and one Memo data file daily and one wire transfer daily.
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10. Ability to prove compliance with all regulations and laws pertaining to the use of web
payment services.
11. Ability to generate standard and Ad-Hoc Reports from any PC or workstation.
12. Provide ability to produce Citation Reports with various sorting options to include but not
limited to issue date or date range, issue time or time range, citation number or number
range, unpaid citations, citations issued by officer ID, citations issued b y location, citations
issued by violation, citation status, statute#, license plate, VIN#, owner name, etc.
13. Provide the ability to produce Enforcement Officer Summary reports with various sorting
options to include but not limited to officer name, officer ID, shift, day of week, and citation
count or violation.
14. Provide ability to produce daily financial reports.
15. Provide the ability to produce Voided Citations or Warnings reports with various sorting
options to include but not limited to enforcement officer and void reason.
16. Ability to provide daily and monthly Summary and Detail Analysis Reporting of customer
payments activity.
17. Provide the ability to define and configure dashboard reporting
18. Provide the ability to export report data to Excel, CSV, etc.
19. Daily deposits in the City’s required format and to the bank specified by the City.
Maintenance & Support & Other
1. Provide the ability to produce documentation regarding downtime for the application and
handheld software such as maintenance, upgrades, etc.
2. Proposer shall provide a comprehensive suite of standard financial and operational
management reports that are parameter driven and may be sent to City on a regular basis in
PDF and Excel formats, or can be prepared by City staff directly from the system. System shall
also allow Ad Hoc reporting in the same formats. City shall have the ability to access all
reports remotely. Proposer agrees to provide any and all reports requested by City in the
format requested and at no cost to City.
3. All software updates and upgrades will be included. The City will receive any upgrades and
updates within 3 months of release.
4. Proposer shall provide all equipment necessary to perform the services in this RFP. The cost
for any additional equipment or supplies not included above will be reimbursed by the City
only with prior written approval. These items may include but are not limited to upgraded
equipment purchases, general supplies, citation paper, envelopes, and any other items
required to perform services related to this RFP.
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AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on March 31, 2017,
by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City,
and PASSPORTPARKING, INC., hereinafter referred to as Contractor.
W I T N E S S E T H:
WHEREAS, on August 10, 2016, City requested proposals for a Parking Enforcement and
Management System per Specification No. 91495 .
WHEREAS, pursuant to said request, Contractor submitted a proposal which was accepted by City
for parking citation management software and related services.
NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants
hereinafter contained, the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made (the
“Effective Date”) and entered, as first written above, until five (5) years from the launch of the Contractor’s
citation management software (the “Initial Term”), provided, however, that the parties ma y extend this
Agreement by mutual consent for up to two (2) additional twenty-four (24) month extension periods (each
an “Extension Term”).
2. INCORPORATION BY REFERENCE. City Specification No. 91495 and Contractor's
proposal dated September 15, 2016, are hereby incorporated in and made a part of this Agreement. In the
event of a conflict between the terms of this Agreement, Attachment A, City Specification No. 91495 and
Contractor’s proposal dated September 15, 2016, those documents will be interpreted in the following order
of ascending priority.
a) City Specification No. 91495
b) Contractor’s proposal dated September 15, 2016
c) This Agreement
d) Attachment A
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3. PARTIES OBLIGATIONS. Attachment A hereto sets for the obligations of the Parties
under this Agreement.
4. AMENDMENTS. Any amendment, modification, or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by the Council or duly authorized
agent of the City.
5. COMPLETE AGREEMENT. This written Agreement, including all writings
specifically incorporated herein by reference, shall constitute the complete agreement between the parties
hereto. No oral agreement, understanding, or representation not reduced to writing and specifically
incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or
representation be binding upon the parties hereto.
6. NOTICE. All written notices to the parties hereto shall be sent by United States mail,
postage prepaid by registered or certified mail addressed as follows:
City City Clerk
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
Contractor 1300 South Mint Street
Suite 200
Charlotte, NC 28203
7. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant
that each individual executing this agreement on behalf of each party is a person duly authorized and
empowered to execute Agreements for such party.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day
and year first above written.
ATTEST: CITY OF SAN LUIS OBISPO
____________________________________ By:____________________________________
City Clerk City Manager
APPROVED AS TO FORM: CONTRACTOR
_____________________________________ By: ___________________________________
City Attorney
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ATTACHMENT A
SOFTWARE LICENSE AND SERVICE AGREEMENT
The following terms, including the terms and conditions found in all Exhibits (the
“Agreement”), represent the full understanding of PassportParking, Inc. (“Passport”) and the
Party named below (“Provider” and with Passport, the “parties” and each individually a “Party”).
In exchange for the mutual covenants herein and other good and valuable consideration, the
Parties agree and intend to be bound as follows:
I. GENERAL TERMS
Effective Date: March 31, 2017
Launch Delays:
If Provider fails to launch the CMP within ninety (90) days after the Effective Date above,
Provider will pay a monthly platform fee to Passport equal to the lesser of $1,500.00 or
any applicable monthly fee per platform for which the launch has been delayed beyond
ninety (90) days from the Effective Date.
Services:
Passport will provide services (the “Services”) and license all software, including all web
and mobile applications and related documentation, (the “Software”) necessary for
Provider to operate:
a citation management platform (“CMP”) which allows Provider’s parking
enforcement officers in any or all parking facilities owned or managed by Provider
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(the “Premises”) the ability to issue parking citations that may be paid online
through Passport’s payment portal;
Governing State Law: California
Termination:
Either Party may terminate this Agreement for convenience by providing thirty-days
written notice to the non-terminating Party.
II. CITATION MANAGEMENT PLATFORM TERMS
Equipment:
a) Provider must purchase a sufficient number of Android-based handheld devices for each
parking enforcement officer to have access to one device while conducting parking
enforcement activities
b) Provider must maintain at its sole cost one wireless data plan for each Android device
c) Provider must possess at least one Bluetooth-enabled printer per Android device
described above
d) In addition to the unit costs per Bluetooth-enabled printer above, Provider will be
responsible for paying all shipping costs and printer paper costs
e) If Provider orders custom printer paper through Passport, Provider will be responsible for
paying the costs of creating, printing, and shipping such custom paper plus a 12%
service fee to Passport. Passport is unable to provide estimated costs until specifi c details
of Provider’s order have been confirmed due to the variable costs of its 3rd party.
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Collections Support (Passport will Provide the Selected Services):
o Passport will provide an online payment portal through which parking violators may pay
outstanding parking citations
o After a mutually agreed number of days following the issuance of a citation, but in no
event less than twenty-one (21) days after citation issuance, Passport will automatically
generate and send an initial letter to each parking citation owner for which Passport has
necessary state licensure authorization to perform a driver record lookup informing such
parking violator that they have an outstanding parking citation and that the citation
amount has increased. In the ordinary course, it is expected that the initial letter will be
delivered on the twenty-first (21st) day following citation issuance.
o Passport will send a second letter after a mutually agreed number of days after issuance
for each applicable unpaid citation owner, which shall in no event be less than ten (10)
days after sending the initial letter. By way of example, in the ordinary course, it is
expected that the second letter will be mailed on or about the thirty-fifth (35th) day after
citation issuance and no later than on or about the forty-fifth (45th) day after citation
issuance. Ctation fees will escalate upon mailing of the second letter (the “Escalated
Collections Commencement Date”) and this marks the beginning of “Escalated
Collections” for the purposes of Section III FEES.
o If authorized by the relevant driver licensure bureau, where a citation remains unpaid
after thirty days after Passport has sent the letter described in subsection b) above,
Passport will submit the relevant information to a collections agency approved by
Provider to initiate a formal hard collections process
State Licensure Authorizations:
Passport will provide a list of states in which Passport has the authority to do driver r ecord
lookups upon request by Provider .
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III. FEES
Initial Term Monthly Fixed CMP Software License Fee: $3,000.00
Extension Term Monthly Fixed CMP Software License Fee: $2,000.00
CMP Service and License Fee Per Ticket Paid Online After Escalated
Collections Have Begun:
15% of Escalated
Citation Amount
CMP Online Payment Convenience Fee (PAID BY CITATION HOLDER): $3.00
Cost Per Notification Letter Sent by Passport: $1.25
Escalated Collections:
Escalated Collections will begin on the Escalated Collections Commencement Date set forth in
the preceding section.
Monthly Minimum:
If the total fees payable to Passport, calculated according to the fees above, as a result of
Provider’s use of the CMP during any month are less than the monthly minimum fees, then in
addition to such fees, the Provider will pay the difference between the amount actually
collected (“Paid”) and the monthly minimum CMP fees (“Minimum”) as follows:
Additional Amount Payable to Passport = Minimum - Paid
Merchant Processing Costs:
Provider will be responsible for paying all merchant processing costs, including, without
limitation, settlement fees, payment gateway fees, chargeback fees, and interchange
reimbursement fees.
Merchant of Record for Transactions:
Passport X Provider
Passport Merchant Processing Rate Per Transaction: N/A
Payment Gateway Provider: Passport X Other
Passport Gateway Fee Per Transaction: N/A
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EXHIBIT A
STANDARD TERMS AND CONDITIONS ATTACHMENT
SERVICE LEVELS
PASSPORT WILL PROVIDE HOSTING FOR
THE SOFTWARE IN ACCORDANCE WITH ALL
LOCAL LAWS AND REGULATIONS. PASSPORT’S
SOLE AND EXCLUSIVE OBLIGATION IN THE
EVENT OF AN ERROR OR INTERRUPTION OF THE
SOFTWARE IS TO USE PASSPORT’S BEST
EFFORTS TO RESTORE OR REPAIR THE
SOFTWARE AS QUICKLY AS PRACTICABLE.
SYSTEM UPTIME
PASSPORT WILL PROVIDE THE
SOFTWARE WITH UPTIME OF AT LEAST NINETY-
NINE PERCENT (99%) CALCULATED OVER A
ROLLING SIX-MONTH PERIOD (“UPTIME
GUARANTEE”). FOR ANY MONTH DURING
WHICH SYSTEM UPTIME DROPS BELOW THE
UPTIME GUARANTEE, PASSPORT WILL PROVIDE
A BILLING CREDIT IN AN AMOUNT EQUAL TO:
THE PERCENTAGE DIFFERENCE BETWEEN A)
THE LOWEST UPTIME REACHED AT ANY POINT
DURING THE MONTH (CALCULATED ON A
ROLLING SIX MONTH PERIOD) AND B) THE
UPTIME GUARANTEE MULTIPLIED BY THE
TOTAL FEES PAYABLE TO PASSPORT FOR SUCH
MONTH. FOR EXAMPLE, IF DURING A GIVEN
MONTH THE SOFTWARE UPTIME FELL AS LOW
AS NINETY-FIVE PERCENT (95%) AND DURING
THAT MONTH, THE FEES PAYABLE TO
PASSPORT WERE ONE HUNDRED DOLLARS
($100.00), PASSPORT WOULD ISSUE A BILLING
CREDIT OF FOUR DOLLARS ($4.00). FOR THE
PURPOSES OF THIS AGREEMENT, UPTIME IS
DEFINED AS ANY PERIOD OF TIME DURING
WHICH END USERS OF THE SOFTWARE CAN USE
THE SOFTWARE TO PAY FOR PARKING, PAY FOR
MOBILE TICKETS, OR ISSUE PARKING
CITATIONS, AS APPLICABLE.
DATA OWNERSHIP
ALL DATA AND INFORMATION PROVIDED
TO PASSPORT BY PROVIDER WILL BE OWNED
EXCLUSIVELY BY PROVIDER, AND PASSPORT
HEREBY ACQUIRES AN IRREVOCABLE, NON-
EXCLUSIVE, NON-TRANSFERRABLE, AND NON-
SUBLEASEABLE LICENSE TO USE SUCH DATA
ONLY AS NECESSARY TO PERFORM THE
SERVICES SET FORTH IN THIS AGREEMENT
DURING THE TERM. ALL DATA CREATED BY
END USERS DURING THE COURSE OF THEIR USE
OF THE SOFTWARE (“END USER DATA”) WILL BE
LICENSED TO PASSPORT ON THE TERMS SET
FORTH IN PASSPORT’S END-USER PRIVACY
POLICY, AND PROVIDER WILL HAVE THE RIGHT
TO ACCESS AND USE END USER DATA DURING
THE TERM OF THIS AGREEMENT ONLY AS
NECESSARY TO PERFORM THE SERVICES SET
FORTH IN THIS AGREEMENT DURING THE TERM.
AFTER THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT, PASSPORT WILL PROVIDE A
MACHINE READABLE COPY OF END USER DATA
TO PROVIDER AS NECESSARY TO INFORM
USERS OF THE AVAILABILITY OF SERVICES
OFFERED TO A SUBSEQUENT REPLACEMENT
VENDOR.
INTELLECTUAL PROPERTY
(a) PROVIDER HEREBY ACQUIRES A
REVOCABLE, NON-EXCLUSIVE,
NON -ASSIGNABLE, NON-
TRANSFERRABLE, AND NON-
SUBLEASEABLE RIGHT AND
LICENSE TO USE AND ACCESS THE
SOFTWARE FOR ITS INTERNAL
BUSINESS PURPOSES. ALL
INTELLECTUAL PROPERTY RIGHTS
INCLUDING, WITHOUT LIMITATION,
TRADE NAMES, SOURCE CODE,
TRADEMARKS, COPYRIGHTS,
PATENTS, AND TRADE SECRETS,
NOT EXPLICITLY GRANTED TO
PROVIDER IN THIS AGREEMENT
ARE RESERVED TO PASSPORT.
(b) PROVIDER WILL NOT, DIRECTLY,
INDIRECTLY, ALONE,
OR WITH ANOTHER PARTY, (I)
COPY, DISASSEMBLE, REVERSE
ENGINEER, OR DECOMPILE THE
SOFTWARE OR ANY SUBPART
THEREOF; (II) MODIFY, CREATE
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DERIVATIVE WORKS BASED UPON,
OR TRANSLATE THE SOFTWARE OR
SOURCE CODE; (III) TRANSFER OR
OTHERWISE GRANT ANY RIGHTS IN
THE SOFTWARE OR SOURCE CODE
IN ANY FORM TO ANY OTHER
PARTY; (IV) ATTEMPT TO DO ANY
OF THE FOREGOING OR CAUSE OR
PERMIT ANY THIRD PARTY TO DO
OR ATTEMPT TO DO ANY OF THE
FOREGOING, EXCEPT AS
EXPRESSLY PERMITTED
HEREUNDER.
TECHNICAL SUPPORT
PROVIDER WILL FIELD ALL SUPPORT
CALLS AND EMAILS FROM END-USERS.
PASSPORT WILL PROVIDE SECOND TIER
TECHNICAL SUPPORT TO END USERS WHERE
PROVIDER’S SUPPORT REPRESENTATIVE IS
UNABLE TO PROVIDE A SATISFACTORY
RESOLUTION TO AN END-USER SUPPORT
INQUIRY AND REQUIRES ESCALATED
TECHNICAL SUPPORT FROM PASSPORT. IN THIS
CAPACITY AS PROVIDER’S ESCALATED
TECHNICAL SUPPORT RESOURCE, P ASSPORT
WILL PROVIDE LIVE TELEPHONE SUPPORT
MONDAY-FRIDAY FROM 6AM -4PM PST.
PASSPORT WILL ALSO PROVIDE EMAIL
SUPPORT. ALL EMAIL SUPPORT INQUIRIES WILL
BE ANSWERED WITHIN TWO (2) HOURS DURING
BUSINESS HOURS AND TWENTY-FOUR (24)
HOURS DURING NON-BUSINESS HOURS. THESE
HOURS APPLY ON ALL PASSPORT HOLIDAYS.
CUSTOM DESIGN REVISION FEES
FOR ANY CUSTOM DESIGN OR CONTENT
ALTERATION SERVICES REQUESTED BY
PROVIDER, INCLUDING WITHOUT LIMITATION,
CUSTOMIZED SIGNAGE, CUSTOMIZED DECALS,
CUSTOMIZED LOGOS, CUSTOMIZED WEBSITE
CONTENT, CUSTOMIZED NOTIFICATION LETTER
LANGUAGE, CUSTOMIZED PARKING CITATION
LANGUAGE, OR ANY CUSTOM DESIGN WITHIN
THE SOFTWARE PLATFORM, PASSPORT WILL
PROVIDE A PROOF OF CONCEPT DESIGN. FOR NO
ADDITIONAL FEE, PASSPORT WILL ALSO
PROVIDE ONE REVISED VERSION OF THAT
INITIAL PROOF OF CONCEPT BASED ON
PROVIDER’S INPUT. PROVIDER WILL PAY A ONE
THOUSAND DOLLAR ($1,000.00) FEE PER PROOF
OF CONCEPT REVISION FOR EACH REQUESTED
REVISION THEREAFTER. AFTER PROVIDER’S
ACCEPTANCE OF THE PROOF OF CONCEPT,
PASSPORT WILL CREATE A FINAL DESIGN
DRAFT. FOR NO ADDITIONAL FEE, PASSPORT
WILL ALSO PROVIDE ONE REVISED VERSION OF
THAT FINAL DESIGN DRAFT BASED ON
PROVIDER’S INPUT. PROVIDER WILL PAY A ONE
THOUSAND DOLLAR ($1,000.00) FEE PER FINAL
DESIGN REVISION THEREAFTER. THE FEES IN
THIS SECTION WILL NOT NEGATE THE
APPLICABILITY OF ANY OTHER FEE PAYABLE
FOR CUSTOM DESIGN SERVICES, INCLUDING
ANY PRIVATE LABEL FEES, CUSTOM
DEVELOPMENT FEES, OR CUSTOM SIGNAGE
FEES.
TRANSLATION SERVICES
IF PROVIDER REQUESTS THAT
PASSPORT PROVIDE A VERSION OF ANY
MOBILE APPLICATION OR MOBILE WEB
APPLICATION INCLUDED IN THE SOFTWARE IN
ANY LANGUAGE OTHER THAN ENGLISH,
PROVIDER WILL PAY A ONE THOUSAND FIVE
HUNDRED DOLLAR FEE ($1,500.00) FOR
PASSPORT TO PERFORM OR SUBCONTRACT THE
NECESSARY TRANSLATION SERVICES.
PASSPORT WILL PROVIDE AN INITIAL VERSION
OF ALL TRANSLATED TEXT. FOR NO
ADDITIONAL FEE, PASSPORT WILL ALSO
PROVIDE ONE REVISED VERSION OF SUCH
TRANSLATION BASED ON PROVIDER’S INPUT.
PROVIDER WILL PAY A ONE THOUSAND
DOLLAR ($1,000.00) FEE PER REVISION FOR
EACH REQUESTED REVISION THEREAFTER.
WALLET SERVICES
PROVIDER MAY ELECT TO PROVIDE
PARKING CUSTOMERS WITH A VIRTUAL
WALLET (A “WALLET PROGRAM”). WITH A
WALLET PROGRAM, PARKING CUSTOMERS
WOULD BE REQUIRED TO PREPAY FUNDS INTO
A WALLET ACCOUNT FOR THE PAYMENT OF
FUTURE PARKING FEES AND/OR TRANSIT
TICKET FARES.
MARKETING SERVICES
THE MARKETING AND PUBLIC
RELATIONS SERVICES AND MATERIALS, IF ANY,
PROVIDED BY PASSPORT AND ANY OPTIONAL
MARKETING SERVICES, INCLUDING
ASSOCIATED FEES, CAN BE FOUND IN EXHIBIT
C OF THIS AGREEMENT. THE MARKETING
SERVICES TO BE PERFORMED BY PROVIDER AT
PROVIDER’S SOLE COST, IF ANY, CAN BE FOUND
IN EXHIBIT D.
PUBLIC RELATIONS COOPERATION
THE PARTIES HEREBY AGREE THAT
EACH PARTY WILL HAVE THE RIGHT TO
DISCUSS AND DISPLAY QUALITATIVE
INFORMATION REGARDING THE PARTIES’
RELATIONSHIP. THE PARTIES FURTHER AGREE
THAT PRIOR TO ANY DISCLOSURE OF ANY
QUANTITATIVE INFORMATION REGARDING
THE PARTIES’ RELATIONSHIP, THE
UTILIZATION OF THE SOFTWARE, OR ANY
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OTHER ELEMENT OF THE PARTIES’
RELATIONSHIP, THE DISCLOSING PARTY MUST
OBTAIN THE WRITTEN PERMISSION OF THE
NON-DISCLOSING PARTY, EXCEPT WITH
RESPECT TO ANY INFORMATION THAT MUST BE
DISCLOSED BY LAW, INCLUDING ANY OPEN
RECORDS LAW, OPEN MEETINGS LAW, OR ANY
OTHER LOCAL PUBLIC DISCLOSURE LAW
APPLICABLE TO PROVIDER, IN WHICH CASE
PROVIDER NEED NOT OBTAIN THE WRITTEN
PERMISSION OF PASSPORT AS TO THE
DISCLOSURE OF SUCH INFORMATION ONLY.
PAYMENT GATEWAY
PROVIDER MUST SUPPLY A PAYMENT
GATEWAY FOR THE PAYMENT OF ALL FEES BY
END USERS, AND PROVIDER WILL BEAR ALL
COSTS ASSOCIATED WITH PROVIDING SUCH
PAYMENT GATEWAY, INCLUDING ALL PER
TRANSACTION COSTS. PASSPORT CAN PROVIDE
SUCH GATEWAY SERVICES TO PROVIDER.
EXHIBIT B CONTAINS A LIST OF PAYMENT
GATEWAYS SUPPORTED BY PASSPORT. FOR
ALL OTHER PAYMENT GATEWAYS, PASSPORT
WILL CHARGE A TWO HUNDRED AND FIFTY
DOLLAR ($250.00) PER DEVELOPMENT HOUR
NECESSARY TO PERFORM NECESSARY
INTEGRATIONS.
REFUNDS AND DISCOUNTS
PASSPORT AGREES TO FOREGO OR
RETURN, AS APPLICABLE, ITS PER
TRANSACTION FEES FOR ANY REFUND
GRANTED BY PROVIDER. PROVIDER WILL BE
RESPONSIBLE FOR REIMBURSING PASSPORT
FOR ALL MERCHANT PROCESSING FEES,
INCLUDING WITHOUT LIMITATION PAYMENT
GATEWAY FEES, SETTLEMENT FEES, AND
INTERCHANGE REIMBURSEMENT FEES, IF ANY,
INCURRED BY PASSPORT FOR ALL
TRANSACTIONS, INCLUDING REFUNDED
TRANSACTIONS.
INVOICING
PASSPORT WILL SEND MONTHLY
INVOICES TO PROVIDER BY THE TENTH DAY OF
EACH MONTH FOR ALL FEES PAYABLE TO
PASSPORT THAT ACCRUED DURING THE
PRECEDING MONTH. IF PROVIDER FAILS TO
REMIT PAYMENT ACCORDING TO SUCH
INVOICES WITHIN THIRTY (30) DAYS AFTER
PROVIDER RECEIVES THE INVOICE, PASSPORT
WILL HAVE THE RIGHT TO SUSPEND
PROVIDER’S ACCESS TO THE SOFTWARE.
SCHEDULED MAINTENANCE
IF PASSPORT PLANS TO PERFORM ANY
SCHEDULED MAINTENANCE DURING BUSINESS
HOURS, PASSPORT WILL PROVIDE NOTICE TO
PROVIDER AT LEAST TWENTY-FOUR (24) HOURS
IN ADVANCE OF THE COMMENCEMENT OF
SUCH SCHEDULED MAINTENANCE. FOR THE
PURPOSE OF THIS SECTION, “BUSINESS HOURS”
MEANS MONDAY THROUGH FRIDAY BETWEEN
9 AM EASTERN TIME AND 5 PM EASTERN TIME.
PRODUCT UPDATES
ANY SYSTEM-WIDE IMPROVEMENTS OR
MODIFICATIONS MADE BY PASSPORT TO THE
SOFTWARE PLATFORM WILL BE PROMPTLY
PROVIDED TO PROVIDER AT NO ADDITIONAL
CHARGE AND WILL AUTOMATICALLY BE
SUBJECT TO THE TERMS OF THIS AGREEMENT.
THE PROVIDER MAY REQUEST NEW FEATURES
OR FUNCTIONALITY TO BE BUILT INTO THE
SYSTEM, AND, TO THE EXTENT THAT PASSPORT
PLANS TO INCORPORATE SUCH REQUESTED
NEW FEATURES OR FUNCTIONALITY INTO THE
SOFTWARE, PASSPORT WILL DEVELOP SUCH
FEATURES AND FUNCTIONALITY AT NO COST
TO THE PROVIDER. IF THE PROVIDER DESIRES
TO EXPEDITE SUCH DEVELOPMENT, PASSPORT
MAY, AT ITS SOLE DISCRETION, CHARGE
PROVIDER AN EXPEDITE FEE OF TWO HUNDRED
DOLLARS ($200.00) PER DEVELOPMENT HOUR
NECESSARY TO DEVELOP THE REQUESTED
FEATURES OR FUNCTIONALITY. IF THE
PROVIDER’S REQUESTED FEATURES OR
FUNCTIONALITY ARE CREATED FOR THE
PROVIDER’S USE AND PASSPORT DOES NOT
PLAN TO INCORPORATE SUCH REQUESTED
FEATURES INTO THE SOFTWARE, PASSPORT
MAY, AT ITS SOLE DISCRETION, CHARGE
PROVIDER CUSTOM DEVELOPMENT FEE OF
TWO HUNDRED AND FIFTY DOLLARS ($250.00)
PER HOUR FOR THE DEVELOPMENT OF SUCH
FEATURES OR FUNCTIONALITY. IN ADDITION
OR IN LIEU OF THE FEES SET FORTH IN THIS
SECTION, PASSPORT MAY ESTABLISH A
MONTHLY SOFTWARE LICENSE OR
MAINTENANCE FEE TO BE MUTUALLY AGREED
BETWEEN THE PARTIES. THE ADDITION OF ANY
FEES, INCLUDING EXPEDITE FEES, SOFTWARE
DEVELOPMENT FEES, SOFTWARE
MAINTENANCE FEES, OR SOFTWARE LICENSE
FEES WILL BE SET FORTH IN A WRITTEN
ADDENDUM TO THIS AGREEMENT THAT THE
PARTIES MUST EXECUTE AND MUST CONTAIN
AT LEAST THE SCOPE OF THE WORK TO BE
PERFORMED BY PASSPORT AND THE FEES
ASSOCIATED THEREWITH. ANY ONE-TIME FEES
ASSOCIATED WITH ANY REQUESTED WORK
MUST BE PAID IN ADVANCE OF PASSPORT
BEGINNING SUCH WORK.
THE PARTIES AGREE THAT PROVIDER
MAY REQUEST A CHANGE TO THE SOFTWARE
THAT INVOLVES THE ADDITION OF
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FUNCTIONALITY ALREADY AVAILABLE AS A
COMPONENT OF ANOTHER PRODUCT WITHIN
PASSPORT’S GENERAL TECHNOLOGY
PLATFORM, INCLUDING WITHOUT LIMITATION
CITATION MANAGEMENT TECHNOLOGY, AND
IN THE EVENT THAT PASSPORT RECEIVES SUCH
A REQUEST FROM PROVIDER, PASSPORT WILL
PROVIDE AN ADDENDUM HERETO INCLUDING
THE INCREASE IN FEES ATTRIBUTABLE TO THE
ADDITION OF SUCH ADDITIONAL
FUNCTIONALITY AND ANY APPLICABLE
SERVICE OR LEGAL TERMS. PROVIDER AGREES
THAT IT HAS THE RIGHT TO MAKE SUCH A
REQUEST AND EXECUTE SUCH ADDENDUM
WITHOUT THE NEED FOR FURTHER
COMPETITIVE BIDDING.
PIGGYBACK PROCUREMENTS
PROVIDER WILL ALLOW ANY PUBLIC
AGENCY LOCATED IN THE UNITED STATES TO
PURCHASE, AND PASSPORT TO OFFER TO THOSE
PUBLIC AGENCIES, A SUBSTANTIALLY SIMILAR
MOBILE PAY PROGRAM AT THE SAME PRICE
AND UNDER THE SAME CONDITIONS AGREED
UPON IN THIS AGREEMENT BETWEEN THE
PARTIES, WITHOUT ANY FURTHER
COMPETITIVE BIDDING, TO THE EXTENT
PERMITTED BY LAW. EACH PUBLIC AGENCY
WILL EXECUTE ITS OWN CONTRACT WITH
PASSPORT FOR ITS REQUIREMENTS, FUNDING
SUCH SERVICE OUT OF ITS OWN FUNDING
SOURCES. PROVIDER SHALL NOT INCUR ANY
FINANCIAL RESPONSIBILITY IN CONNECTION
WITH PASSPORT’S CONTRACTING WITH SUCH
OTHER PUBLIC AGENCIES FOR SUCH SERVICES.
CAPACITY
PROVIDER REPRESENTS AND
WARRANTS THAT IT HAS OBTAINED OR WILL
OBTAIN ALL LICENSES AND AUTHORIZATIONS
NECESSARY TO LICENSE THE SOFTWARE.
PROVIDER FURTHER REPRESENTS AND
WARRANTS THAT THE SIGNER OF THIS
DOCUMENT HAS THE AUTHORITY TO BIND
PROVIDER TO THE TERMS HEREIN.
CONFIDENTIALITY.
PROVIDER AND PASSPORT AGREE TO
TREAT ALL INFORMATION FURNISHED, OR TO
BE FURNISHED, BY OR ON BEHALF OF THE
OTHER PARTY AND INFORMATION ANALYSES,
SUMMARIES AND OTHER WORK PRODUCT
DERIVED FROM SUCH INFORMATION
(COLLECTIVELY, THE “INFORMATION”) IN
ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION AND TO TAKE, OR ABSTAIN FROM
TAKING, ALL ACTIONS SET FORTH HEREIN. THE
INFORMATION WILL BE USED SOLELY IN
CONNECTION WITH THE CONSUMMATION OF
THIS AGREEMENT BETWEEN PASSPORT AND
PROVIDER AND PROVIDER’S USE AND
OPERATION OF THE SOFTWARE, AND WILL BE
KEPT CONFIDENTIAL BY THE PROVIDER AND
PASSPORT AND EACH PARTY’S OFFICERS,
DIRECTORS, EMPLOYEES, REPRESENTATIVES,
AGENTS AND ADVISORS; PROVIDED, HOWEVER,
THAT
(a) ANY OF SUCH INFORMATION MAY
BE DISCLOSED TO OFFICERS,
DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND
ADVISORS WHO NEED TO KNOW
SUCH INFORMATION TO EXECUTE
THIS AGREEMENT AND/OR
EFFECTIVELY USE THE SOFTWARE
(SO LONG AS SUCH PERSONS ONLY
USE OR DISCLOSE SUCH
INFORMATION IN THE MANNER
PERMITTED IN THIS SECTION), AND
(b) SUCH INFORMATION MAY BE
DISCLOSED TO THE EXTENT
REQUIRED BY LAW, INCLUDING
ANY OPEN RECORDS LAW, OPEN
MEETINGS LAW, OR ANY OTHER
LOCAL PUBLIC DISCLOSURE LAW
APPLICABLE TO PROVIDER, AND
(c) UPON THE REQUEST OF PROVIDER
OR PASSPORT, THE OTHER PARTY
WILL DESTROY OR RETURN TO
PASSPORT ALL MATERIAL
CONTAINING OR REFLECTING THE
INFORMATION, TO THE EXTENT
PERMITTED BY LAW.
FORCE MAJEURE
NEITHER PASSPORT NOR PROVIDER
WILL BE HELD LIABLE FOR ANY DELAY OR
OMISSION IN PERFORMANCE OF THEIR DUTIES
UNDER THIS AGREEMENT CAUSED BY CAUSES
BEYOND THEIR REASONABLE CONTROL,
INCLUDING WITHOUT LIMITATION, ACTS OF
GOD, ACTS OF THE PUBLIC ENEMY, FIRES,
NATURAL DISASTERS, WARS, OR RIOTS (EACH A
“FORCE MAJEURE EVENT”).
EFFECT OF TERMINATION
IN THE EVENT THAT THIS AGREEMENT
IS TERMINATED BY EITHER PARTY AS SET
FORTH ABOVE, PROVIDER WILL PAY ALL FEES
ESTABLISHED ABOVE FOR SERVICES
RENDERED BY PASSPORT PRIOR TO
TERMINATION.
DISCLAIMER
THE SOFTWARE IS PROVIDED TO
PROVIDER BY PASSPORT “AS IS” AND WITH
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ALL FAULTS. PROVIDER ACKNOWLEDGES
AND AGREES THAT PASSPORT BEARS NO
LIABILITY FOR ANY ERROR, OMISSION,
DEFECT, DEFICIENCY, OR NONCONFORMITY
WITHIN THE SOFTWARE EXCEPT AS
EXPLICITLY PROVIDED IN THIS AGREEMENT.
OTHER THAN AS SPECIFICALLY SET FORTH
HEREIN, NEITHER OF THE PARTIES MAKES
ANY REPRESENTATIONS, WARRANTIES, OR
GUARANTEES, EXPRESS OR IMPLIED,
DIRECTLY OR INDIRECTLY, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF
CONDITION, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE OR
USE, WITH RESPECT TO, ARISING OUT OF, OR
IN CONNECTION WITH THE SOFTWARE AND
RELATED SERVICES TO BE PERFORMED
PURSUANT TO THIS AGREEMENT.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT WILL BE
INTERPRETED AND CONSTRUED TO BE VALID
UNDER APPLICABLE LAW, BUT IF ANY
PROVISION OF THE AGREEMENT IS FOUND TO
VIOLATE APPLICABLE LAW, THE VIOLATING
PROVISION WILL BE INEFFECTIVE ONLY TO THE
EXTENT THAT IT VIOLATES THE LAW, WITHOUT
INVALIDATING THE REMAINDER OF THE
SECTION CONTAINING THE VIOLATING
PROVISION OR ANY OTHER PROVISIONS OR
SECTIONS OF THIS AGREEMENT.
ASSIGNMENT
THIS AGREEMENT AND ALL OF ITS
PROVISIONS WILL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND
THEIR RESPECTIVE SUCCESSORS AND
ASSIGNEES. NEITHER PASSPORT NOR PROVIDER
MAY ASSIGN ANY RIGHTS, INTERESTS, OR
OBLIGATIONS HEREUNDER WITHOUT PRIOR
WRITTEN CONSENT OF THE OTHER PARTY,
PROVIDED, HOWEVER, THAT PASSPORT MAY,
WITHOUT SUCH WRITTEN CONSENT, ASSIGN
THIS AGREEMENT AND ITS RIGHTS AND
DELEGATE ITS OBLIGATIONS HEREUNDER IN
CONNECTION WITH THE TRANSFER OR SALE OF
ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR
BUSINESS RELATED TO THIS AGREEMENT, OR
IN THE EVENT OF ITS MERGER,
CONSOLIDATION, CHANGE IN CONTROL OR
SIMILAR TRANSACTION. ANY PERMITTED
ASSIGNEE SHALL ASSUME ALL ASSIGNED
OBLIGATIONS OF ITS ASSIGNOR UNDER THIS
AGREEMENT. ANY PURPORTED ASSIGNMENT IN
VIOLATION OF THIS SECTION SHALL BE VOID
AND OF NO EFFECT.
CONTRACTUAL SILENCE
IF THE AGREEMENT FAILS TO ADDRESS
A CONDITION, OBLIGATION, BENEFIT, OR
OTHER TERM NECESSARY TO SUFFICIENTLY
DEFINE THE RELATIONSHIP BETWEEN THE
PARTIES OR RESOLVE A DISAGREEMENT OR
CONFLICT REGARDING THE INTERPRETATION
OR CONSTRUCTION OF THIS AGREEMENT, THE
PARTIES AGREE TO REASONABLY COOPERATE
TO DRAFT A MUTUALLY AGREEABLE
AMENDMENT THAT CLARIFIES THE DUTIES,
RIGHTS, AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT.
AMENDMENTS
THE PARTIES MAY NOT AMEND OR
MODIFY THIS AGREEMENT EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY THE
PARTIES (AN “AMENDMENT”).
CURRENCY
UNLESS OTHERWISE SPECIFIED IN THE
AGREEMENT, ALL FEES AND OTHER
MONETARY AMOUNTS ARE IN UNITED STATES
DOLLARS.
WHERE ANY MONETARY AMOUNT IN
THE CONTRACT IS EXPLICITLY STATED IN A
CURRENCY OTHER THAN UNITED STATES
DOLLARS, THE EXCHANGE RATE WILL BE
FIXED AT THE FOREIGN EXCHANGE RATE
PUBLISHED BY THE UNITED STATES FEDERAL
RESERVE FOR THE EFFECTIVE DATE (THE
“INITIAL EXCHANGE RATE”). IN THE EVENT
THAT THE APPLICABLE EXCHANGE RATE
PUBLISHED BY THE UNITED STATES FEDERAL
RESERVE FOR ANY DAY DURING THE TERM
(THE “CURRENT INTEREST RATE”) DEVIATES BY
MORE THAN TEN PERCENT (10%) FROM THE
INITIAL EXCHANGE RATE, THE PARTIES AGREE
THAT THE INITIAL RATE WILL BE ADJUSTED BY
FIVE PERCENTAGE TOWARDS THE CURRENT
INTEREST RATE. THE EXCHANGE RATE UNDER
THIS AGREEMENT AFTER SUCH ADJUSTMENT
(THE “ADJUSTED RATE”) WILL REMAIN IN
EFFECT UNLESS AND UNTIL THE CURRENT
INTEREST RATE AND THE ADJUSTED INTEREST
RATE DIFFER BY MORE THAN TEN PERCENT
(10%), IN WHICH CASE THE ADJUSTED RATE
WILL BE ADJUSTED ACCORDING TO THE
PROCESS SET FORTH ABOVE FOR ADJUSTING
THE INITIAL EXCHANGE RATE.
INDEPENDENT CONTRACTOR
PASSPORT IS AN INDEPENDENT
CONTRACTOR AND NOT AN AGENT OR
EMPLOYEE OF PROVIDER. NO AGENCY,
PARTNERSHIP, FRANCHISE, JOINT VENTURE, OR
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EMPLOYMENT RELATIONSHIP EXISTS
BETWEEN PASSPORT AND PROVIDER.
PASSPORT’S EMPLOYEES AND AGENTS WILL
NOT BE EMPLOYEES OR AGENTS OF PROVIDER.
PASSPORT SHALL BE FULLY AND SOLELY
RESPONSIBLE FOR THE SUPERVISION,
CONTROL, PERFORMANCE, COMPENSATION,
BENEFITS (INCLUDING, WITHOUT LIMITATION,
ALL FORMS OF INSURANCE) WITHHOLDINGS,
HEALTH AND SAFETY OF ALL OF ITS
EMPLOYEES AND AGENTS. PROVIDER WILL
NOT BE RESPONSIBLE OR LIABLE FOR ANY
WITHHOLDING TAXES OR CONTRIBUTIONS TO
STATE WORKER’S COMPENSATION,
UNEMPLOYMENT OR OTHER FUNDS OR
PROGRAMS.
LIMITATION OF LIABILITY
IN NO EVENT WILL PASSPORT OR
PROVIDER BE LIABLE TO THE OTHER FOR
ANY LOST PROFITS, LOST SAVINGS, OR
INCIDENTAL, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF
PROVIDER USE OR INABILITY TO USE THE
PRODUCT OR THE BREACH OF THIS
AGREEMENT, EVEN IF PASSPORT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
INDEMNIFICATION FOR PROFESSIONAL
LIABILITY
TO THE FULLEST EXTENT PERMITTED
BY LAW, PASSPORT SHALL INDEMNIFY,
PROTECT, DEFEND AND HOLD HARMLESS
PROVIDER AND ANY AND ALL OF ITS
OFFICIALS, EMPLOYEES AND AGENTS
(“INDEMNIFIED PARTIES”) FROM AND AGAINST
ANY AND ALL LOSSES, LIABILITIES, DAMAGES,
COSTS AND EXPENSES, INCLUDING
ATTORNEY’S FEES, WHICH ARISE OUT OF THE
NEGLIGENCE, RECKLESS NESS, OR WILLFUL
MISCONDUCT OF THE PASSPORT, PROVIDED,
HOWEVER, THAT THE PASSPORT’S DUTY TO
INDEMNIFY AND HOLD HARMLESS SHALL NOT
INCLUDE ANY CLAIMS OR LIABILITY ARISING
FROM THE ESTABLISHED SOLE NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE CITY, ITS
AGENTS, OFFICERS OR EMPLOYEES OR FROM
THE ESTABLISHED NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY THIRD PARTY.
NOTICES
ALL NOTICES, CONSENTS, AND
COMMUNICATIONS REQUIRED HEREUNDER
SHALL BE GIVEN IN WRITING AND DELIVERED
VIA ELECTRONIC MAIL OR MAIL, SHALL BE
DEEMED TO BE GIVEN UPON RECEIPT THEREOF,
AND SHALL BE SENT TO THE ADDRESS BELOW:
PASSPORT
1300 S. MINT STREET
SUITE 200
CHARLOTTE, NC 28203
EMAIL: JASON.IDILBI@PASSPORTINC.COM
ENTIRE AGREEMENT
THIS AGREEMENT REPRESENTS THE
FULL AND COMPLETE UNDERSTANDING OF THE
PARTIES AND SUPERSEDES ANY AND ALL
PRIOR AGREEMENTS.
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EXHIBIT B
SUPPORTED PAYMENT GATEWAYS
1. Authorize.net
2. Converge
• Elavon Gateway Product
3. FirstData Direct Connect
4. Internet Secure
5. Moneris
6. Point and Pay
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EXHIBIT C
MARKETING SERVICES PROVIDED BY PASSPORT
N/A
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EXHIBIT D
MARKETING SERVICES PROVIDED BY PROVIDER
N/A
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